TCR_Public/090123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 23, 2009, Vol. 13, No. 22

                            Headlines


7388 BALBOA: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: Has Heightened Risk of Default
ADDISON-AVIATION: Voluntary Chapter 11 Case Summary
AIRTEGRITY WIRELESS: Case Summary & 20 Largest Unsec. Creditors
ALL AMERICAN: Files 2nd Amended Plan and Disclosure Statement

AMERICAN AIRLINES: Bank Loan Sells at 23% Discount
AMERICAN HEALTH: Case Summary & 20 Largest Unsecured Creditors
AMERICAN SURGICAL: Posts $1.8 Million Net Loss in the Nine Months
AMR CORPORATION: Posts $2.1BB Net Loss in Year ended December 31
ANTHONY GIANGRANDE: Voluntary Chapter 11 Case Summary

ASPECT SOFTWARE: Moody's Downgrade Not as Low as S&P's
ATLANTIC BROADBAND: Moody's Affirms 'B2' Corporate Family Rating
AUSTRAL PACIFIC: Posts $9.8MM Net Loss in the Last Nine Months
AXCELIS TECHNOLOGIES: Misses $85,000,000 Payment Due Jan. 15
BANK OF AMERICA: Kenneth Lewis Kicks John Thain Out of Merrill

BERNARD L. MADOFF: Trustee Asks Court to Cancel Six Car Leases
BERNARD L. MADOFF: Chile-Based Larrain Vial Loses $5.2 Million
BERNARD L. MADOFF: Clients May Recoup More Investment Through Tax
BG SOMERSET: Case Summary & 20 Largest Unsecured Creditors
BIXBY KIRKWOOD: Case Summary & 2 Largest Unsecured Creditors
BIXBY KIRKWOOD: U.S. Trustee to Hold Sec. 341 Meeting on Monday

BLOCKBUSTER INC: Bank Loan Sells at 36% Off in Secondary Market
BLUEMOUNTAIN CLO: S&P Downgrades Ratings on Class E Notes to 'B+'
BODIE ELECTRICAL: Case Summary & 10 Largest Unsecured Creditors
BON-TON STORES: Moody's Downgrades Corporate Family Rating to 'B3'
BON-VIN REALTY: Voluntary Chapter 11 Case Summary

BRASS BRICK: Files for Chapter 7 Liquidation
BROADSTRIPE LLC: Files Chapter 11 Plan and Disclosure Statement
CEDO PLC: Moody's Downgrades Ratings on Four Classes of Notes
CEDO PLC: Moody's Junks Rating on Series 3 Tranche K from 'B3'
CESAR VARGAS: Case Summary & 20 Largest Unsecured Creditors

CHELSEA INC: Case Summary & 7 Largest Unsecured Creditors
CHERRY-AIR INC: Voluntary Chapter 11 Case Summary
CHIEF JOSEPH: Case Summary & 12 Largest Unsecured Creditors
CHRYSLER FINANCIAL: S&P Downgrades Ratings on Class C to 'BB-'
CHRYSLER LLC: Launches Incentive Program to Clear Out Inventories

CITY OF ALAMEDA: May Go Bankrupt in Up to 48 Months
CIRCUIT CITY: Panel Taps Protiviti & Jefferies as Advisors
CIRCUIT CITY: Disputes Panel's Bid to Hire Canadian Counsel
CONSTAR INT'L: Has Until March 2 to File Schedules and Statements
COTTONWOOD FORT: Voluntary Chapter 11 Case Summary

COUNTY OF SUMMER: Fitch Downgrades Ratings on $150 Mil. Bonds
CREATIVE LOAFING: Chapter 11 Case Hearing to Continue on March 11
CURTIS ETHERIDGE: Voluntary Chapter 11 Case Summary
CYGNUS BUSINESS: Moody's Cuts Rating to 'D' on Missed Payments
DARREN JORDAN: Case Summary & 20 Largest Unsecured Creditors

DBSI INC: Wachovia Bank N.A. Objects to DBSI Sales Order
DECORATING UNLIMITED: Case Summary & 20 Largest Unsec. Creditors
DHC GROUP: A.M. Best Affirms B- Financial Strength Rating
DISH NETWORK: Fitch Affirms Issuer Default Rating at 'BB-'
DILIP RAM: Case Summary & 20 Largest Unsecured Creditors

DMMW INC: Voluntary Chapter 11 Case Summary
DOLE FOOD: Bank Loan Sells at 24% Off in Secondary Market
E.J. STEWART: Case Summary & 20 Largest Unsecured Creditors
EDELWEISS CAPITAL: Moody's Downgrades Ratings on Two Classes
EL POLLO: Moody's Matches S&P on Downgrade

EMERALD CAY: Case Summary & 9 Largest Unsecured Creditors
EQUITY MEDIA HOLDINGS: Court Consolidates 52 Units' Cases
EVA-TONE INC: Seeks to Sell Optical Disc Assets to D-Tech
EXCHANGE INSURANCE: A.M. Best Cuts Financial Strength Rating to B
EXTERRA ENERGY: Posts $1.5 Mil. Net Loss for Qtr. Ended Nov. 30

FILENE'S BASEMENT: Will Close Tysons Corner Store in February
FILM FACTORY: Case Summary & 20 Largest Unsecured Creditors
FOLLEY-GANNON: Case Summary & 20 Largest Unsecured Creditors
FORD MOTOR: Bank Loan Sells at 62% Off in Secondary Market
FREMONT GENERAL: Court OKs KPMG Corp. as Financial Advisor

FRITZSCH CUSTOM: Case Summary & 5 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Loan Sells at 80% Off in Secondary Market
GENERAL MOTORS: Bank Loan Sells at 52% Off in Secondary Market
GENERAL MOTORS: SEC Drops Accounting Irregularity Charge
GENERAL MOTORS: Receives $5.4 Billion Loan From Gov't

GEORGIA GULF: Bank Loan Sells at 36% Off in Secondary Market
GIA ASSURANCE: Moody's Lowers Ratings on $17 Mil. Notes to 'Ba3'
GLOBAL ANACOSTIA: Case Summary & 7 Largest Unsecured Creditors
GLOBAL CROSSING: Moody's Assigns 'Caa1' Corporate Family Rating
GOLDEN EAGLE: Case Summary & 20 Largest Unsecured Creditors
GOTTSCHALKS INC: Stock Ticker Symbol Changed to GOTTQ.PK

GOTTSCHALKS INC: Will Find Buyer, Analyst Says
GREENWICH CAPITAL: S&P Downgrades Ratings on Two Classes to Low-B
GREEKTOWN CASINO: To Purchase 480 New Slot Machines
GREEKTOWN CASINO: Bank Loan Sells at 64% Off in Secondary Market
HAMPTON ROADS: Case Summary & 20 Largest Unsecured Creditors

HEALTH MANAGEMENT: Fitch Affirms Issuer Default Rating at 'B+'
HEALTHSPORT INC: Posts $7.5MM Net Loss in the Last Nine Months
HEAVEN INVESTMENT: U.S. Trustee Wants Case Converted or Dismissed
HENVER PALMA: Case Summary & 15 Largest Unsecured Creditors
HOUSE PROPERTIES: Voluntary Chapter 11 Case Summary

HUNTSMAN CORP: To Lay Off More Than 9% of Workforce, Close Plant
HUNTSMAN ICI: Bank Loan Sells at 29% Off in Secondary Market
IDEARC INC: Bank Loan Sells at 63% Off in Secondary Market
INTERLAKE MATERIAL: Court Approves March 4 Auction for Assets
JACOBS FINANCIAL: Nov. 30 Balance Sheet Upside Down by $12.3MM

JAMES OUSLEY: Case Summary & 20 Largest Unsecured Creditors
JIM PALMER: Creditors Balk on Firm's Disclosure Statement
JOHN MOTLEY: Case Summary & 20 Largest Unsecured Creditors
K & K APARTMENTS: Case Summary & 12 Largest Unsecured Creditors
KAREN NICHOLS: Voluntary Chapter 11 Case Summary

LAKE EQUITY: Case Summary & 20 Largest Unsecured Creditors
LAS VEGAS SANDS: Bank Loan Sells at 51% Off in Secondary Market
LEHMAN BROTHERS: Inks Merchant Sale Pact With Managers & Reinet
LEHMAN BROTHERS: U.K. Administrator Starts Sale of Assets
LEHMAN BROTHERS: Greene County Bank Records $220,000 Charge

LEHMAN BROTHERS: HK Affiliates to Hold First Creditors Meetings
LENOX GROUP: Court Delays Plan Due to Bidder's Funding Delays
LLM ASSOCIATES: Voluntary Chapter 11 Case Summary
LORNE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
LYNX 2002-1: S&P Withdraws 'CCC-' Rating on Class D Notes

MAJESTIC STAR: Amends Employment Pact With Interim EVP and COO
MAJESTIC STAR: In talks with Lenders on Loan Default Forbearance
MANITOWOC CO: Bank Loan Continues to Sell at Discount
MARATHON WASTE: Case Summary & 20 Largest Unsecured Creditors
MARMION INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $1.4MM

MARTIN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
MARY GREGORY: Case Summary & 20 Largest Unsecured Creditors
MASONITE INTL: Bank Loan Continues to Sell at Discount
MERISANT WORLDWIDE: U.S. Trustee Forms 5-Member Creditors Panel
MERRILL LYNCH: Kenneth Lewis Kicks John Thain Out as CEO

MERRITT FUNDING: S&P Withdraws 'BB' Rating $35.741 Mil. Notes
MIDWEST AIRLINES: Hiring of Republic Doesn't Breach Labor Pact
MIRANT CORP: Georgia District Court Dismisses Securities Lawsuit
MONEY CENTERS: Deregisters Common Stock & Suspends SEC Reporting
MOTOR COACH: Asks Court to Adjourn Jan. 26 Confirmation Hearing

NATURAL PRODUCTS: Bank Loan Sells at Substantial Discount
NATIONAL RADIO: Case Summary & 20 Largest Unsecured Creditors
NEXT 1 INTERACTIVE: Earns $337,009 for Quarter Ended November 30
NIELSEN FINANCE: S&P Puts B- Issue-Level Rating on $300MM Notes
NORTHEAST BIOFUELS: To File Schedules and Statement on Feb. 13

OLYMPIC CLO: S&P Downgrades Rating on Class B-2L Notes to 'BB-'
OSHKOSH TRUCK: Bank Loan Sells at Substantial Discount
PALMAS INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
PENN TREATY: A.M. Best Downgrades Financial Strength Rating to 'E'
PETCO ANIMAL: S&P Downgrades Rating on $700 Mil. Loan to 'B+'

PHOTOCHANNEL NETWORKS: Auditor Raises Going Concern Doubt
PRAISE AND GLORY: Case Summary & Two Largest Unsecured Creditors
PRECISION SOILS: Files for Chapter 7 Liquidation
PREFERRED AUTOMOTIVE: Case Summary & 9 Largest Unsec. Creditors
QEP CO: Lenders Agree to Forbearance Until March 16, 2009

QUEBECOR WORLD: Court Grants Short Plan Extension Until March 9
QUINTILE TRANSNATIONAL: S&P Raises Issue-Level Rating to 'B+'
RAMBO VENTURES: Case Summary & 20 Largest Unsecured Creditors
REALOGY CORP: Bank Loan Sells at 39% Off in Secondary Market
SUNSTATE EQUIPMENT: Moody's Junks Corporate Family Rating

RED ROCK PICTURES: Posts $318,582 Net Loss for Qtr. Ended Nov. 30
RICHWAY CONSTRUCTION: Voluntary Chapter 11 Case Summary
SAINT VINCENT CATHOLIC: Board to Discuss Possible Bankruptcy
SANKOFA CHARTER: Case Summary & 20 Largest Unsecured Creditors
SCUDDY BRUCE: Voluntary Chapter 11 Case Summary

SEMGROUP ENERGY: Elects Duke R. Ligon as Chairman of the Board
SEMGROUP ENERGY: Lenders Extend Forbearance Period Until March 18
SEMGROUP ENERGY: General Partner OKs Incentive Plan Amendment
SEMGROUP LP: Catsimadis Taps Skadden & Advisor for Restructuring
SEMGROUP LP: Chevron Asks for Rehearing on Triangular Setoff Order

SEMGROUP LP: Sets Protocol to Deal with $663MM Reclamation Claims
SILVERTHORN INDUSTRIES: Voluntary Chapter 11 Case Summary
SIMMONS BEDDING: Mulls "Restructuring"; Grace Period Ends Mid-Feb.
SIMMONS CO: S&P Downgrades Corporate Credit Rating to 'SD'
SNAC STORES: Voluntary Chapter 11 Case Summary

SOURCE INVESTMENTS: Voluntary Chapter 11 Case Summary
ST. JAMES MECHANICAL: Voluntary Chapter 11 Case Summary
STANDARD MOTOR: Downgraded by Moody's and S&P, Stock Falls
STAR TRIBUNE: Can Pay Workers, Vendors & Suppliers
STEVEN SALKIN: Voluntary Chapter 11 Case Summary

STEVEN VICKERS: Voluntary Chapter 11 Case Summary
SUPERCLICK INC: Auditor Raises Going Concern Doubt
SWIFT ENERGY: S&P Reviews 'Ba3' Corporate Ratings for Likely Cuts
THOMAS KEELEY: Case Summary & 20 Largest Unsecured Creditors
TOAN CONG: Case Summary & Eight Largest Unsecured Creditors

TOWN LAKE: Case Summary & 3 Largest Unsecured Creditors
TRICOM SA: Nears Settlement of Banks' $400,000,000 Claims
TRICOM SA: Gets Court Okayu to Employ Anzola as Special Counsel
TRICOM SA: Pens Deal on Payments for GECC Telecom Equipment
TRICOM SA: Deutsche Bank Transfers $36-Mil. Claim to Amzak Capital

TRIYAR HOSPITALITY: HSH Files Notice of Foreclosure Against Hotel
TRONOX INC: U.S. Trustee Appoints 7-Member Creditors Committee
TRONOX INC: Bankruptcy Triggers Default Under $562.8MM Debt
UAL CORPORATION: Posts $5.3BB Net Loss in Year ended December 31
UNBREAKABLE NATION: Voluntary Chapter 11 Case Summary

UNICO INC: Nov. 30 Balance Sheet Upside Down by $13.2 Million
UNITED RENTALS: Moody's Downgrades Corp. Family Ratings to 'B2'
UNIVERSITY BUS: Case Summary & 20 Largest Unsecured Creditors
VALASSIS COMMUNICATIONS: Bank Loan Sells at Substantial Discount
VALHALLA CLO: Moody's Downgrades Ratings on Various Notes

VAN ROEKEL: Case Summary & 20 Largest Unsecured Creditors
VERIFONE INC: S&P Places 'BB-' Corporate Rating on Negative Watch
WAYNE FERRELL: Case Summary & 20 Largest Unsecured Creditors
WEST CORP: Bank Loan Sells at 30% Off in Secondary Market
WESTERN KENTUCKY: Moody's Affirms Outstanding Debt Ratings

WESTERN WEB: Case Summary & 20 Largest Unsecured Creditors
WILLIAM FOUSS: Case Summary & Two Largest Unsecured Creditors
WILLOWICK LLC: Case Summary & 8 Largest Unsecured Creditors
WOODBROOK CASUALTY: A.M. Best Withdraws 'B' FS Rating on Merger
YANKEE CANDLE: Bank Loan Sells at Substantial Discount

YONOSS INC: Case Summary & 20 Largest Unsecured Creditors
YORKVILLE OPTICAL: Voluntary Chapter 11 Case Summary
ZAHIR HUSSAIN: Case Summary & 20 Largest Unsecured Creditors

* Al Green Wants to Revive Seller-Funded Housing Down-Payment Aid
* Michael Kessler Joins Dewey & LeBoeuf
* S&P Says Market Conditions Likely to Constrain Emerging Telecoms

* BOOK REVIEW: Crafting Solutions for Troubled Businesses


                            *********


7388 BALBOA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 7388 Balboa LLC
        19730 Ventura Blvd., Suite 6
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-10168

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureeen Tighe

Company Description: 7388 Balboa is a single asset real estate
                     company.

Debtor's Counsel: James R. Selth, Esq.
                  Weintraub & Selth, APC
                  12121 Wilshire Bvd., Ste 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 207-0660
                  Email: jim@wsrlaw.net

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

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

The petition was signed by Jeff Javad Dargah, managing member of
the company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/ccb09-10168.pdf


ABITIBIBOWATER INC: Has Heightened Risk of Default
--------------------------------------------------
AbitibiBowater Inc. and its subsidiaries Abitibi- Consolidated
Inc. and Bowater Inc. received on January 20 two-notch downgrades
from Moody's Investors Service that took the rating one step lower
than the demotions issued in December by Standard & Poor's,
Bloomberg's Bill Rochelle notes.

As reported by yesterday's Troubled Company Reporter, Moody's
Investors Service downgraded the corporate family rating of
AbitibiBowater Inc.'s subsidiaries Abitibi-Consolidated Inc. and
Bowater Incorporated to Caa3 from Caa1.  The rating action,
according to Moody's, was prompted by AbitibiBowater's weakened
liquidity position and the deteriorating economic and industry
conditions.  "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.

Standard & Poor's Ratings Services said in December that it
lowered its long-term corporate credit ratings on Montreal-based
AbitibiBowater Inc. and its subsidiaries, Abitibi-Consolidated
Inc. and Bowater Inc., two notches to 'CCC' from 'B-'.  The
outlook is negative.  "The downgrade reflects a large upcoming
debt maturity and Standard & Poor's uncertainty as to
AbitibiBowater's ability to refinance given tight credit markets,
weak liquidity, high debt level, and an expected decline in
newsprint demand and prices," said S&P's credit analyst Jatinder
Mall.  "Our key concern is the upcoming debt maturities at
Abitibi-Consolidated and Bowater as neither company has sufficient
liquidity or free cash generation to pay down these maturities,"
Mr. Mall added.

                    About AbitibiBowater Inc.

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

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


ADDISON-AVIATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Addison-Aviation Services, Inc.
        4584 Claire Chennault
        Addison, TX 75001
        Tel: 972-248-1707
        Fax: 972-380-0046

Bankruptcy Case No.: 09-30253

Chapter 11 Petition Date: January 10, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Kenny Donaldson, president of the
company.

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


AIRTEGRITY WIRELESS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Airtegrity Wireless, Inc.
        276 Kingsbury Grade, Suite 206
        Stateline, NV 89449
        Tel: (775)588-8800

Bankruptcy Case No.: 09-50030

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Company Description: AirTegrity Wireless is a privately-held
                     company specializing in the development of
                     wireless communications solutions for global
                     applications. The Company develops and
                     manufactures a complete broadband wireless
                     communications system that significantly
                     reduces the cost of ownership and deployment
                     for high-speed wireless networks regardless
                     of physical location. AirTegrity products
                     provide last mile, high-speed, secure
                     voice/data/video delivery in a flexible
                     hardware solution that can be used by
                     virtually any Telco, service provider or
                     enterprise network.
                     See: http://www.airtegrity.com

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding Harris & Petroni Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7000
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

The petition was signed by Greg Phillips, president of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nb09-50030.pdf


ALL AMERICAN: Files 2nd Amended Plan and Disclosure Statement
-------------------------------------------------------------
All American Semiconductor Inc. delivered to the Hon. Laurel
Isicoff of the U.S. Bankruptcy Court for the Southern District of
Florida a second amended Chapter 11 plan of liquidation dated Jan.
16, 2008, and a second amended disclosure statement explaining the
plan.

                       Overview of the Plan

The Plan contemplates the continuation of the investigation and
liquidation process including the prosecution of litigation claims
in favor of the consolidated estate and the holders of allowed
claims.  On the plan's effective date, the liquidating trust will
pursue the liquidation of the liquidating trust assets with the
proceeds from the liquidation to be distributed to holders of
allowed claims in accordance to the terms of the plan.

Under the plan and the liquidating trust, Kenneth A. Welt will be
appointed as the liquidating trustee.  Mr. Welt is expected to
liquidate all of the liquidating trust assets and distribute the
proceeds to holders of allowed claims.

No assets of the consolidated estate, including the liquidating
trust assets, will vest in the Debtors.  The liquidating trust
will be under the full control of Mr. Welt as provided in the
plan.  The liquidation of property of the consolidated estate is
intended to provide creditors with maximum distributions on their
allowed claims.

The plan classifies interests against and liens in the Debtor in
six classes.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

              Type                        Estimated     Estimated
Class         of Claims      Treatment    Amount        Recovery
-----         ---------      ---------    ---------     ---------
unclassified  superpriority               $8,926,370    100%
               claims

unclassified  administrative              $2,802,463    100%
              claims

unclassified  priority tax                $562,426      100%
               claims

1             allowed        unimpaired   $584,097      100%
               priority
               claim

2A            lender secured unimpaired   $0            100%
               claim

2B            allowed other  unimpaired   $0            100%
               secured claim

3             allowed        impaired     $45,000,000   27.84%
               unsecured
               claims

4             lender         impaired     $14,617,450   27.84%
               deficiency
               claim

5             allowed        impaired     $0            -
               subordinated
               claim

6             allowed        impaired                   0%
               interests

Classes 3 and 4 are entitled to vote on the plan.

Each allowed priority claim against the consolidated estate will
be paid in full on (i) the plan's effective date; (ii) the date of
a final order allowing the priority claim; or (iii) other date and
terms as may be agreed by the Official Committee of Unsecured
Creditors.

At the option of the liquidating trustee, the lenders shall
receive on account of their lender secured claim (i) cash in an
amount equal to the unpaid amount of the lender secured claim,
(ii) the proceeds of the sale or disposition of the collateral
securing lender secured claim, to the extent of the value of the
lenders' secured interest in the lender secured claim, (iii) the
collateral securing the lender secured claim, (iv) treatment that
leaves unaltered the legal, equitable and contractual rights to
which the Lenders are entitled, or (v) such other distribution as
agreed by Committee.

Each allowed other secured claim against the Debtors will be
classified in a separate sub-class within this Class 2B and will
be satisfied by each holder of an allowed other secured claim
receiving from the Debtors or their estates one or more of the
following, at the option of the liquidating trustee, either (i)
cash in an amount equal to the unpaid amount of the other secured
claim, (ii) the proceeds of the sale or disposition of the
collateral securing such Allowed Other Secured Claim to the extent
of the value of the holder's secured interest in the Allowed Other
Secured Claim, (iii) the collateral securing the allowed other
secured claim, (iv) a note with periodic cash payments having a
present value equal to the amount of the Allowed Other Secured
Claim, (v) such treatment that leaves unaltered the legal,
equitable and contractual rights to which the holder of the
Allowed Other Secured Claim is entitled, or (vi) other
distribution as agreed to by the Committee.

Each allowed unsecured claim against the Debtors will be satisfied
by distributions on each distribution date of cash on deposit from
time to time in the collected cash amounts to the holder of each
such Allowed Unsecured Claim on a pro rata basis with (i) the
other holders of Allowed Unsecured Claims in this Class 3 and (ii)
the Lenders on account of the Lender Deficiency Claim; provided,
that the holders of the Lender Deficiency Claim shall not be
entitled to receive any distribution on account thereof from the
proceeds of the Certain Specified Assets.

Holders of Class 3 and 4 claims were expected to recover 32.2%
under the previous plan.

The Lender Deficiency Claim against the Debtors will be satisfied
by distributions to the lenders on a pro rata basis with the
holders of all allowed unsecured claims in Class 3.  The
distributions to the lenders under the plan will be made on each
distribution date and will be made from cash on deposit from time
to time in the collected cash accounts.

Each allowed subordinated claim against the consolidated estate
will be satisfied by distributions to the holder of each allowed
subordinated claim on a pro rata basis with the holders of all
allowed subordinated claims in Class 5.

The holders of interests will not receive or retain any property
or interest in property on account thereof.  All interests will be
canceled as of the effective date.

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available for free at:

                http://ResearchArchives.com/t/s?387a

A full-text copy of the Debtors' Second Amended Chapter 11 Plan of
Liquidation is available for free at:

                http://ResearchArchives.com/t/s?387b

                        About All American

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No. 07-
12963).  Craig D. Hansen, Esq., Tina M. Talarchyk, Esq., and
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represent the Debtors.  Mesirow Financial Consulting, LLC serve as
financial advisor to the Committee.  William Hawkins, Esq., at
Loeb & Loeb, LLP, is the Official Committee of Unsecured Creditors
general bankruptcy counsel.  Jerry M. Markowitz, Esq., at
Markowitz, Davis, Ringel & Trusty, P.A., is the Committee's local
counsel.  As of Feb. 28, 2007, the Debtors' balance sheet showed
total assets of $117,634,000 and total debts of $106,024,000.


AMERICAN AIRLINES: Bank Loan Sells at 23% Discount
--------------------------------------------------
Participations in a syndicated loan under which American Airlines
is a borrower traded in the secondary market at 76.81 cents-on-
the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.50 percentage
points from the previous week, the Journal relates.  American
Airlines pays interest at 225 points above LIBOR.  The bank loan
carries Moody's B2 rating and Standard & Poor's B+ rating.

As reported by the Troubled Company Reporter on January 7, 2009,
the bank loan sold for in the secondary market at 68.80 cents-on-
the-dollar during the week ended December 26, 2008.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.


AMERICAN HEALTH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Health Care, Inc.
        41542 State Route 517
        Lisbon, OH 44432

Bankruptcy Case No.: 09-40094

Type of Business: Health Care

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Mark A. Beatrice, Esq.
                  Atrium Level 2
                  Commerce Bldg
                  201 E Commerce Street
                  Youngstown, OH 44503-1641
                  Tel: (330) 743-1171
                  Fax: (330) -743-1171
                  Email: mbeatrice@mbpu.com

Total Assets: $496,258.00

Total Debts: $1,171,878.00

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohnb09-40094.pdf

The petition was signed by Johnny C. Stewart, Jr., president of
the company.


AMERICAN SURGICAL: Posts $1.8 Million Net Loss in the Nine Months
-----------------------------------------------------------------
American Surgical Holdings Inc. disclosed in a regulatory filing
that for three months ended Sept. 30, 2008, it reported a net
income of $336,737 compared with a net loss of $79,727 for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted a net loss of $1,836,632 compared with a
net loss $521,404 for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3,755,529, total liabilities of $3,646,964 and stockholders'
equity of $108,565.

                 Liquidity and Capital Resources

As of Sept. 30, 2008, the company had $445,397 in cash and cash
equivalents on hand compared to $1,145,359 on hand at Dec. 31,
2007.  The company's working capital for the nine months ended
Sept. 30, 2008, was a deficit of $109,678 compared to a deficit of
$584,849 at Dec. 31, 2007.

The company's operating activities used cash of $691,901 for the
nine months ended Sept. 30, 2008, compared to cash used in
operations of $1,663,456 for the same period in 2007.  These
deficits may continue for the near term.

The company at the end of 2007 received a going concern opinion
that expressed substantial doubt about its ability to continue as
a going concern due to continuing losses and lack of working
capital.

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

               http://ResearchArchives.com/t/s?3866

                     About American Surgical

Headquartered in Houston, American Surgical Holdings Inc.
(OTC BB: ASRG) -- http://www.asainc.us/-- through its subsidiary,
American Surgical Assistants Inc., provides surgical assistant
services to patients, surgeons, and healthcare institutions.  The
company's services include identification of anatomical landmarks,
securing blood vessels, recognizing pathological situations,
providing and securing proper assistance in exposure of the
operative field, closure of the surgical wound, and the
application of casts and dressings.

These surgical assistants offer services in the general surgery,
obstetrics and gynecology, orthopedic surgery, plastic surgery,
urology, cardiovascular surgery, neurosurgery, and other surgical
areas.  In addition, it offers primary claim billing services to
insurance companies and patients.  The company was formerly known
as ASAH Corp.

                       Going Concern Doubt

Webb & company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about American Surgical Holdings Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm said the company incurred a net operating loss
in 2007, used cash in operating activities, and had an accumulated
deficit in retained earnings at year end.  Webb & company added,
"in June and July 2008, the company has about $3.129 million in
notes payable and accrued interest coming due for repayment.  At
the present time, the company does not have the necessary funds to
repay this amount."


AMR CORPORATION: Posts $2.1BB Net Loss in Year ended December 31
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported net loss of $340 million for the fourth quarter ended
Dec. 31, 2008, compared with net loss of $69 million for the same
period in the previous year.

The results for the fourth quarter of 2008 include the impact of
two special charges: a $23 million charge for aircraft groundings,
facility write-offs and severance related to the company's
capacity reductions during the last four months of 2008, and a
non-cash pension settlement charge of $103 million driven by a
large number of early pilot retirements during 2008, which
required any unrecognized gains or losses of the related defined
benefit pension plan to be recognized on a proportional basis.
Excluding those special charges, the company lost
$214 million in the fourth quarter of 2008.

The net loss of $69 million for the fourth quarter of 2007
included: a $138 million gain on the sale of AMR's stake in ARINC;
a $39 million gain from the change to the expiration period for
AAdvantage(R) miles; and a $63 million charge from the retirement
of 24 MD-80 aircraft.  Excluding those special items, AMR lost
$184 million in the fourth quarter of 2007.

For all of 2008, AMR recorded a net loss of $2.1 billion.  In
addition to the special charges from the fourth quarter of 2008
totaling approximately $126 million, the full-year results
include: a $432 million gain from the sale of American Beacon
Advisors; facility, severance and aircraft grounding charges of
approximately $91 million, and non-cash aircraft and route
impairment charges of approximately $1.1 billion related to the
company's capacity reductions in late 2008.  Excluding those
special items, AMR lost $1.2 billion for all of 2008.

In 2007, AMR reported a net profit of $504 million.  In addition
to the special items in the fourth quarter of 2007 totaling a net
positive impact of $115 million, the 2007 results included a
$30 million charge related to prior-period salary and benefit
expense accruals.  Excluding those special items, AMR earned a
profit of $420 million in 2007.

Historically high and volatile jet fuel prices continued to
challenge the company in the fourth quarter of 2008.  AMR paid
$2.60 per gallon for jet fuel in the fourth quarter versus $2.41 a
gallon in the fourth quarter of 2007, an 8% increase.  The company
paid a record $3.03 per gallon for jet fuel for all of 2008,
compared to $2.13 for all of 2007, an increase of 42%.  As a
result, the company paid $133 million and $2.7 billion more for
fuel in the fourth quarter and for all of 2008, than it would have
paid at prevailing prices from the corresponding prior-year
periods.

"Our fourth quarter and full-year 2008 results reflect the
difficulties all airlines faced last year, but we believe our
steps to reduce capacity, bolster liquidity, and improve revenue
helped us better manage the challenges of record fuel prices and a
weak economy," said AMR chairman and CEO Gerard Arpey.  "We
believe these actions and our fleet renewal efforts have put us on
sounder footing as we face continued economic uncertainty, slower
travel demand, and fuel price volatility in 2009.  We intend to
continue managing our business -- from capacity and fleet planning
to balance sheet repair, fuel hedging and revenue initiatives --
conservatively and with discipline.  I want to thank employees for
their commitment during a difficult 2008.  While significant
hurdles remain, I am guardedly optimistic we can regain momentum
in 2009."

Mr. Arpey added that American expects to enhance its worldwide
network in 2009 by achieving regulatory approval of its antitrust
immunity application with fellow oneworld members, which will pave
the way for American's planned joint business agreement with
British Airways and Iberia and help oneworld compete more
effectively with other global alliances.  Mr. Arpey said that the
company also hopes to build on the beginning strides it made last
year to improve dependability and the customer experience.

AMR provided an update to the delivery schedule for the incoming
76 Boeing 737-800 aircraft that will replace MD-80 aircraft in
American's fleet.  As a result of Boeing delivery delays, the
company now expects to receive 29 737s in 2009 (compared to 36
expected previously), 39 in 2010 (compared to 40 expected
previously) and eight in the first quarter of 2011.  The first
deliveries are expected near the end of the first quarter of 2009.

As a result of the uncertainty surrounding the economic climate,
the company has decided not to use MD-80s to backfill flying
associated with the seven 737s that no longer will be delivered in
2009.  As a result of this decision, the company's 2009 mainline
capacity will decline by more than one percentage point compared
to previous guidance provided in October.

               Financial and Operational Performance

American's mainline passenger revenue per available seat mile
(unit revenue), excluding special items, increased by 5.5% in the
fourth quarter of 2008 compared to the year-ago quarter.
Mainline capacity, or total available seat miles, in the fourth
quarter decreased by 8.3% compared to the same period in 2007, as
the company continued to reduce capacity given economic conditions
and still-challenging fuel prices.

American's mainline load factor -- or the percentage of total
seats filled -- was 78.3% during the fourth quarter, its third-
highest fourth quarter load factor ever, compared to a record
80.2% in the fourth quarter of 2007.  American's fourth-quarter
yield, which represents average fares paid, excluding special
items, increased 8.1% compared to the fourth quarter of 2007, its
15th consecutive quarter of year-over-year yield increases.

AMR reported fourth quarter consolidated revenues of approximately
$5.5 billion, a decrease of 3.1% from the same period in 2007
(which excludes special items from 2007), as consolidated
passenger revenue declined 3.9% year over year on less capacity
and traffic, and cargo revenue declined 13.9% largely due to the
economy.

Other revenues, including sales from such sources as confirmed
flight changes, purchased upgrades, Buy-on-Board food services,
and bag fees, increased 9.7% year over year to $545 million in the
fourth quarter, compared to the fourth quarter of 2007.

AMR reported full-year 2008 revenues of approximately
$23.8 billion, an increase of 3.8% compared to 2007 (which
excludes special items from 2007).

American's mainline cost per available seat mile (unit cost) in
the fourth quarter, excluding special items, increased 6.8% year
over year.  Excluding fuel and special items, mainline unit costs
in the fourth quarter increased by 6.8% year over year.  The
fourth quarter increase in mainline unit costs was driven by costs
related to the company's capacity reductions in late 2008, as well
as higher material and repair costs, and foreign exchange expense.

                       Balance Sheet Update

AMR continued to focus on strengthening its balance sheet in the
fourth quarter.  AMR ended the fourth quarter with $3.6 billion in
cash and short-term investments, including a restricted balance of
$459 million, compared to a balance of $5.0 billion in cash and
short-term investments, including a restricted balance of $428
million, at the end of the fourth quarter of 2007.  In line with
disclosed expectations, AMR had posted approximately $575 million
in cash collateral with fuel hedge counterparties at the end of
the fourth quarter of 2008.  Also affecting the 2008 year-end cash
balance were more than $1 billion in scheduled principal payments
on long-term debt and capital leases and approximately $880
million in capital expenditures that the company made during the
year, and the $2.7 billion increase in its 2008 fuel costs
compared to 2007 fuel prices.

In spite of increasingly challenging capital and credit markets,
during 2008 AMR raised nearly $2 billion from a variety of
sources, including: the sale of American Beacon Advisors, an
equity sale of common stock; a draw on its revolving line of
credit; and aircraft-related financings, including approximately
$200 million from an aircraft sale-leaseback transaction that
closed in the fourth quarter of 2008.  The company also arranged
financing, subject to certain conditions, for the majority of the
76 Boeing 737-800s it has scheduled for delivery.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $15.1 billion at the end
of the fourth quarter of 2008, compared to $15.6 billion a year
earlier.  AMR's Net Debt, which it defines as Total Debt less
unrestricted cash and short-term investments, was
$12.0 billion at the end of the fourth quarter, compared to
$11.0 billion in the fourth quarter of 2007.

AMR made the full amount of its required $78 million of
contributions to its defined benefit pension plans for employees
during 2008.  The company has contributed more than $2 billion to
these plans since 2002, as the company continues to meet this
important commitment to employees.

             Highlights Fourth Quarter 2008 and Recent

   -- American entered into a purchase agreement with Boeing to
      acquire an initial 42 Boeing 787-9 Dreamliners, with the
      right to purchase up to 58 additional 787s.  The purchase
      of the initial 42 787-9 aircraft is subject to certain
      contingency provisions.  American believes the 787s will
      help reduce its fuel and maintenance costs, lessen its
      environmental impact, and support its goal of providing
      industry-leading products and services over the long term.

   -- Beginning Sept. 30, American began offering
      PriorityAAccessSM privileges in U.S. and international
      airports systemwide.  With PriorityAAccess, American's
      AAdvantage elite status members, First and Business Class
      travelers, AAirpass customers, and passengers traveling on
      full-fare Economy Class tickets receive more control and
      enjoy an easier journey when they travel, with dedicated
      PriorityAAccess check-in, security screening lanes (where
      available), and exclusive boarding lanes at the gate.

   -- American introduced a service that allows customers
      departing from select airports to receive boarding passes
      electronically on their mobile phones or PDAs.  Mobile
      boarding passes, which use a two-dimensional barcode, were
      introduced for passengers departing on domestic flights
      from Chicago's O'Hare International, Los Angeles
      International, and John Wayne Orange County airports.  The
      mobile boarding pass program is being rolled out in
      partnership with the United States Transportation Security
      Administration.

   -- American announced daily nonstop service between
      Dallas/Fort Worth International Airport and Madrid, Spain,
      starting May 1, 2009.  American announced the route with
      the expectation that its joint business agreement and
      antitrust immunity application with British Airways and
      Iberia will be approved, and believes DFW-Madrid will be
      the first of many opportunities for American to enhance and
      expand connections between the United States and Europe.

   -- For the third consecutive year, American was honored as
      "Best Airline for Domestic First Class" by the readers of
      Global Traveler magazine.  The annual GT Tested Awards
      program surveyed more than 31,400 business and leisure
      travelers to determine the best in business and luxury
      travel for 2008.  Readers of Business Traveler magazine
      also named American "Best Airline for First-Class Service
      in North America" for 2008.  The Business Traveler award
      was based on the magazine's open-ended survey of its
      readership.

                             Guidance

Mainline and Consolidated Capacity: AMR expects its full-year
mainline capacity to decrease by more than 6.5% in 2009 compared
to 2008, with a reduction of domestic capacity of approximately 9%
and a reduction of international capacity of more than 2.5%
compared to 2008 levels.  On a consolidated basis, AMR expects
full-year capacity to decrease by nearly 7% in 2009 compared to
2008.

AMR expects mainline capacity in the first quarter of 2009 to
decrease by more than 8.5% compared to the first quarter of 2008,
with domestic capacity expected to decline by more than 11.5% and
international capacity expected to decline by nearly 4% compared
to first quarter 2008 levels.  AMR expects consolidated capacity
in the first quarter of 2009 to decrease by more than 8.5%
compared to the first quarter of 2008.

AMR expects regional affiliate capacity to decline by about 9.5%
in the first quarter of 2009 compared to the prior-year period and
expects full-year regional affiliate capacity to decline by more
than 8% in 2009 compared to 2008 levels.

Fuel Expense and Hedging: While the cost of jet fuel remains
volatile, AMR is planning for an average system price of $2.04 per
gallon in the first quarter of 2009 and $2.06 per gallon for all
of 2009.  AMR has 45% of its anticipated first quarter 2009 fuel
consumption hedged at an average cap of $2.58 per gallon of jet
fuel equivalent ($93 per barrel crude equivalent), with 42%
subject to an average floor of $1.97 per gallon of jet fuel
equivalent ($68 per barrel crude equivalent).  AMR has 35% of its
anticipated full-year consumption hedged at an average cap of
$2.59 per gallon of jet fuel equivalent ($94 per barrel crude
equivalent), with 32% subject to an average floor of $1.94 per
gallon of jet fuel equivalent ($67 per barrel crude equivalent).
As of Jan. 16, the average 2009 market forward price of crude oil
was more than $51 per barrel.  Consolidated consumption for the
first quarter is expected to be 677 million gallons of jet fuel.
Mainline and Consolidated Unit Costs (Excluding the impact of
special items)

For the first quarter of 2009, mainline unit costs are expected to
decrease 2.9% compared to the first quarter of 2008, while first
quarter consolidated unit costs are expected to decrease 3.2%
compared to the first quarter of 2008.

In the first quarter of 2009, mainline unit costs excluding fuel
are expected to increase 10.2% year over year while consolidated
unit costs excluding fuel are expected to increase 9% from the
first quarter of 2008.

Full-year mainline unit costs are expected to decrease 6.6% in
2009 compared to 2008, while full-year consolidated unit costs are
expected to decrease 7.1% in 2009 compared to 2008.

AMR expects mainline unit costs excluding fuel to be 9.2% higher
in 2009 versus 2008, while 2009 consolidated unit costs excluding
fuel are expected to increase 7.6% year over year.

Factors driving the 2009 unit cost increases include: increased
defined benefit pension expenses and employee and retiree medical
expenses; unit cost pressure associated with capacity reductions
in 2009 that were disclosed, including increased facility and
landing fees; and dependability initiatives.

The factor driving increased unit costs is higher pension expense,
largely the result of negative investment returns on the company's
pension assets in 2008 related to the broader stock market
decline.  At the end of 2008, the accumulated benefit obligation
funded status of AMR's pension plans was approximately 69%,
compared to 96% at the end of 2007.  While a material decline, the
company maintains a conservative investment portfolio with a
significant position in U.S. Treasury and U.S. agency bonds.  As a
result, the company believes that its pension funded status
declined less than that of many companies with defined benefit
pension plans.

According to estimates from consulting firm Mercer, the aggregate
ABO funded status for plans sponsored by S&P 1500 companies
(including their U.S. and non-U.S. plans) declined by
approximately 33 percentage points from year-end 2007 to year-end
2008.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.


ANTHONY GIANGRANDE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Anthony Giandgrande
        aka Tony Giangrande
        4827 Tiffany Lane
        Yorba Linda, CA 92886

Bankruptcy Case No.: 09-10121

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Leonard M. Shulman
                  Shulman Hodges & Bastian LLP
                  26632 Towne Center Drive, Suite 300
                  Foothill Ranch, CA 92610
                  Tel: 949-340-3400
                  Fax: 949-340-3000
                  Email: lshulman@shbllp.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Greg Phillips, president of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/ccb09-10121.pdf


ASPECT SOFTWARE: Moody's Downgrade Not as Low as S&P's
------------------------------------------------------
Bloomberg's Bill Rochelle notes that Aspect Software Inc., a
customer-service software developer, was downgraded yesterday by
Moody's Investors Service, though not so deep as the demotion
issued in December by Standard & Poor's.

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 -- $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 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.  According to Moody's, 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.

As reported by the Troubled Company Reporter on Dec. 2, 2008,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Aspect Software to 'CCC+' from 'B', and its
first-lien debt rating to 'B-' from 'BB-'.  S&P has also revised
the recovery rating on that debt to '2' from '1'.  The '2'
recovery rating indicates expectations of substantial recovery
(70%-90%) in the event of a payment default.  The outlook is
developing.  At the same time, the issue-level rating on its
secured second- lien debt has been changed to 'CCC' from 'B-'.
The recovery rating remains '5', indicating expectations of modest
recovery (10%-30%) in the event of a payment default.  "The rating
action is based on Aspect's weakening operating performance and
upcoming covenant tightening," said S&P's credit analyst Joseph
Spence.

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


ATLANTIC BROADBAND: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Atlantic Broadband Finance
LLC's liquidity rating to SGL-3 from SGL-2 and revised the
company's rating outlook to negative from stable.  Additionally,
Moody's affirmed Atlantic Broadband's B2 corporate family rating,
B2 probability of default rating, B1 senior secured rating (LGD3,
37% assessment) and Caa1 senior subordinated note rating (LGD5,
89% assessment).

Despite relatively favorable operating performance in line with
expectations and inherent in the B2 CFR, the downgrade of the
liquidity rating reflects Moody's concerns that the company's
practice of maintaining minimal cash balances while utilizing a
revolving credit facility for seasonal cash needs will come under
pressure as its revolver approaches maturity on March 1, 2010.
The revolver, with maximum permitted borrowings scheduled to be
reduced from $90 million to $67.5 million on March 1, 2009 per the
terms underlying the company's existing credit agreement, had
approximately $19 million outstanding at September 30, 2008.

Moody's notes the company had a relatively modest $3 million of
cash balances at the end of the third quarter of 2008.  Although
somewhat further away, the company also faces more significant
refinancing risk with respect to approximately $446 million of
senior secured term loan borrowings which amortize in roughly
equal quarterly payments between the fourth quarter of 2010 and
the third quarter of 2011.

Atlantic Broadband's SGL-3 liquidity rating reflects Moody's
expectation that the company will generate sufficient cash flow
from operations in 2009 (albeit with minimal cushion) to reduce
revolver borrowings prior to maturity of the facility, as well as
meet other obligations including capital expenditures roughly
equal in size to 2008 levels and repayment of the $6.845 million
seller note related to the 2006 G Force acquisition.  Moody's
notes that Atlantic Broadband produced Moody's adjusted cash from
operations and pre-dividend free cash flow (cash from operations
less capex) of approximately $58 million and $14 million,
respectively, for the LTM period ended Q3'08.  Moody's estimates
that Atlantic Broadband's 2009 free cash flow generation will
exceed 2008 levels due to continued revenue and EBITDA growth
driven by high speed data and voice subscribers as the company
maintains relatively low penetration levels for these two products
in comparison to its peer group.

Moody's believes that post maturity of the revolver Atlantic
Broadband will be able manage daily operational cash needs through
internal sources; however, the company will lack the cushion of a
sizeable external source of backup liquidity should unforeseen
cash needs arise.  Moody's views negatively this reduced
availability of external liquidity, particularly given the
company's history of relying upon its revolver to fund daily
operations, make dividends, and support integration activity of
new systems that offer growth opportunities.

Of additional concern, Moody's notes that the company will
ultimately need to refinance its senior secured term loan, the
incremental risk of which is captured in the company's negative
outlook.  Although the company has demonstrated the ability to
reduce leverage through revenue growth and improved EBITDA margins
and currently has cushion with respect to its financial
maintenance covenants, the credit markets remain challenging.  It
is unknown what challenges the company may endure with respect to
fees, penalties and higher cash interest requirements should the
credit markets prove receptive to this refinancing need.  Other
liquidity considerations include Moody's view that Atlantic
Broadband possesses limited perceived availability of non-core
assets to monetize given a negative credit event, along with the
company's history of making debt-financed dividends and
acquisitions should credit markets improve.  If Atlantic Broadband
were to be successful in refinancing its term loan on favorable
terms while maintaining current operating trends, the company's
outlook could be changed to stable or potentially positive if
leverage were sufficiently reduced.  The negative outlook reflects
downward pressure on ratings if, as expected, the company is
unable or unwilling to refinance its term loan prior to the fourth
quarter of 2009.

Moody's most recent rating action was on June 23, 2008 when
Atlantic Broadband's B2 CFR and PDR were each affirmed and an SGL-
2 speculative grade liquidity rating was assigned.

Headquartered in Quincy, Massachusetts, Atlantic Broadband
Finance, LLC is a multiple system operator serving approximately
287,000 cable subscribers across Western Pennsylvania, Maryland,
Delaware, Miami Beach, and South Carolina.  The company generated
approximately $274 million in revenue for the LTM period ended
Q3'08.


AUSTRAL PACIFIC: Posts $9.8MM Net Loss in the Last Nine Months
--------------------------------------------------------------
Austral Pacific Energy Ltd. disclosed in a regulatory filing with
the Securities and Exchange Commission its financial results for
three and nine months ended Sept. 30, 2008.  For three months
ended Sept. 30, 2008, the company's net loss after tax was
$705,387 compared with net loss after tax of $3,636,895 for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company's net loss after tax was $9,802,465 compared
with net loss after tax of $9,104,538 for the same period in the
previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $51,751,842, total liabilities of 42,066,146 and stockholders'
equity of $9,685,696.

                  Liquidity and Capital resources

The company had a working capital deficit of $15,890,084.  In
addition, the company has until this quarter been unable to
generate net cash from operating activities for the past three
years.  The company's cash balances and working capital are not
sufficient to fund all of its obligations with respect to its on-
going work program requirements related to the exploration
permits.

The company is operating under a waiver in respect of its breaches
of several covenants relating to its Investec Bank (Australia) Ltd
loan facility after delays in completing the Cheal project in
accordance with established timelines.  The renegotiated loan
facility requires the full repayment of the facility which
amounted to $21,603,032 at Sept. 30, 2008, on or before Dec. 15,
2008, and hence has been disclosed as a current liability.

The Investec loan facility due date raises substantial doubt about
the companys ability to continue as a going concern for a
reasonable period of time.

The company had total cash and short-term deposits, excluding
restricted cash, of $3.0 million at Sept. 30, 2008.

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

               http://ResearchArchives.com/t/s?3867

Austral Pacific Energy Ltd. is a limited liability company
incorporated in British Columbia under the Business Corporations
Act (British Columbia).  The company is domiciled in New Zealand.
The company is primarily engaged in the acquisition, exploration,
appraisal and development and production from oil and gas
properties in New Zealand (and until the end of May 2008, Papua
New Guinea).

In July 2008, KPMG LLP raised substantial doubt about Austral
Pacific Energy Ltd.'s ability to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.

The auditor reported that the company has suffered recurring
losses from operations, has a working capital deficit and a net
capital deficiency and has also been unable to generate net cash
from operating activities.  In addition, the company is in breach
of several covenants relating to its bank loan facility.


AXCELIS TECHNOLOGIES: Misses $85,000,000 Payment Due Jan. 15
------------------------------------------------------------
Axcelis Technologies, Inc. said that it is continuing to engage in
negotiations on financing and strategic alternatives that will
serve the best interests of the company following a missed payment
on Convertible Senior Subordinated Notes that was due January 15,
2009.  The payment consisted of the outstanding principal on
$75 million of 4.25% Convertible Senior Subordinated Notes plus a
maturity premium of 11.125% and accrued interest for a total of
approximately $85 million.  As such, Axcelis is continuing
discussions with its note holder as well as other lenders.

Axcelis emphasized that it is highly focused on preserving the
company's financial health, including aggressively reducing
expenses.

Like a number of companies impacted by the freeze up in the global
credit markets, Axcelis has been hindered in the refinancing of
its debt.  Axcelis' efforts in this regard also have been impacted
by the protracted decline in the semiconductor industry and the
discussions with Sumitomo Heavy Industries, Ltd. regarding an
acquisition of Axcelis last year, among other factors.

Axcelis and U.S. Bank National Association, as trustee, are
parties to an Indenture dated as of May 2, 2006 relating to the
4.25% Convertible Senior Subordinated Notes.  Under the Indenture,
the Company is required to repay the outstanding principal amount
of the Senior Subordinated Notes plus a maturity premium and
accrued interest (a total payment of approximately $85 million) on
January 15, 2009.  The failure to make the required Jan. 15
payment constitutes an event of default under the Indenture.
Pursuant to the Indenture and as a result of the failure by
Axcelis to make the required payment, Axcelis is required to pay,
upon demand of the Trustee, the entire overdue amount, plus
interest at a rate of 8.0% per annum, plus certain additional
costs and expenses associated with the collection of such amounts.

Axcelis is actively engaged in discussions with the sole holder of
the Senior Subordinated Notes.   Axcelis will continue to seek a
waiver and forbearance or longer term refinancing from the Holder,
but also continues to be engaged in seeking other sources of
financing and other liquidity initiatives.

On Oct. 22, 2008, Axcelis announced a two-pronged restructuring
plan that allows the Company to reduce operating costs and improve
liquidity while continuing to penetrate new markets with its
Optima and Integra product lines:

    (1) As part of the first component of the restructuring plan,
        Axcelis is reducing its workforce by approximately 200
        positions, or roughly 14% of its employees worldwide. This
        along with other cost out initiatives is expected to
        result in savings of $40 million annually.  Axcelis
        expects to record restructuring charges in the range of
        $3 million to $4 million during the fourth quarter of
        2008.

    (2) The second component of the plan includes the refinancing
        of Axcelis' long term debt. The refinancing is intended to
        repay convertible debt that comes due in January 2009 as
        well as to secure sufficient liquidity to finance ongoing
        operations to weather a prolonged downturn in the
        semiconductor market.

                 About Axcelis Technologies, Inc.

Axcelis Technologies, Inc., headquartered in Beverly,
Massachusetts, provides innovative, high-productivity solutions
for the semiconductor industry. Axcelis is dedicated to developing
enabling process applications through the design, manufacture and
complete life cycle support of ion implantation and cleaning
systems. Axcelis also licenses its 50% owned joint venture, SEN
Corporation, an SHI and Axcelis Company, to manufacture and sell
certain implant products in Japan. The company's Internet address
is: http://www.axcelis.com.


BANK OF AMERICA: Kenneth Lewis Kicks John Thain Out of Merrill
--------------------------------------------------------------
Susanne Craig and Dan Fitzpatrick at The Wall Street Journal
report that Bank of America Chairperson and CEO Kenneth Lewis has
asked John Thain during a meeting on Thursday to resign as Merrill
Lynch & Co.'s CEO.

According to WSJ, Mr. Lewis was angered by the way Mr. Thain
handled stunning losses at Merrill Lynch.  The report states that
Merrill Lynch had reported a $15.31 billion fourth-quarter loss.
Citing people familiar with the matter, the report says that Mr.
Lewis's post has been questioned due to Merrill Lynch's woes.

WSJ relates that a source said that Mr. Thain had lost Mr. Lewis's
confidence.  Mr. Lewis, says the report, learned of the increasing
fourth-quarter losses at Merrill Lynch from a transition team
handling the merger, rather than from Mr. Thain.  Citing the
source, the report states that Mr. Lewis asked Mr. Thain what
happened, but he didn't get "good explanation for what was
happening and why."  The source said that Mr. Thain didn't appear
concerned about the losses and he "didn't really have a good grasp
of what was going on," according to the report.

WSJ reports that Mr. Lewis think that Mr. Thain had exercised
"poor judgment" on letting go of key people in the days after the
merger closed Jan. 1, 2009, including Merrill President Gregory
Fleming and wealth-management chief Robert McCann.  WSJ states
that senior bankers like Andrea Orcel and Fares Noujam, are also
considering leaving.

Citing a person familiar with the matter, WSJ says that Mr. Thain
left for a vacation in Vail, after the losses came were disclosed,
accelerated bonus payments at Merrill Lynch so they could be
collected before the end of the year, and scheduled a trip this
week to attend the World Economic Forum in Davos, Switzerland.
The source, according to WSJ, said that BofA was against the trip.

Merrill Lynch, WSJ reports, had paid out bonuses much earlier than
expected.  A source said that Merrill Lynch executives are told
what their bonus will be by the second week of January and the
payments are made in the second half of the month, WSJ relates.
According to the report, some people inside BofA believe that
Merrill Lynch accelerated the payouts to avoid having them cut by
Bank of America.  Citing a person familiar with the matter, Heidi
N. Moore at the Deal Journal relates that New York State Attorney
General Andrew Cuomo is conducting a probe on Merrill Lynch's
eleventh-hour bonus payments.

WSJ says that some Merrill Lynch board members complained that Mr.
Thain didn't fully inform them that increasing losses at the bank
threatened to block the deal with BofA.  WSJ states that Mr. Thain
offered Goldman colleagues Peter Kraus and Mr. Montag
multimillion-dollar packages to join Merrill Lynch, offending many
people at the company, as other executives went without bonuses in
2007 and 2008.

               Bernstein Litowitz Files Lawsuit

Bernstein Litowitz Berger & Grossmann LLP has filed a class action
lawsuit in the United States District Court for the Southern
District of New York arising from the proxy communications and
other public disclosures concerning the acquisition by BofA of
Merrill Lynch.

The plaintiffs named in the action are BLB&G clients and
institutional investors, Fort Worth Employees' Retirement Fund and
City of Miami General Employees' & Sanitation Employees'
Retirement Trust.

As set forth in the Complaint, the action is brought on behalf of
a class that consists of (i) all Bank of America shareholders who
held shares as of the record date of Oct. 10, 2008, and were
entitled to vote with respect to the Acquisition at a Dec. 5,
2008, special meeting of BofA shareholders and were damaged
thereby, and (ii) all persons who purchased or otherwise acquired
the securities of BofA in the period from Jan. 2, 2009, through
Jan. 20, 2009, and were damaged thereby.  The case is captioned
Fort Worth Employees' Retirement Fund v. Bank of America
Corporation, Case No., 09-CV-638.

The Complaint asserts claims under Section 14(a) of the Securities
Exchange Act and Rule 14a-9 promulgated thereunder by the
Securities and Exchange Commission.  The Complaint also asserts
separate claims under Section 10(b) of the Exchange Act and Rule
10b-5 promulgated thereunder by the SEC.  The defendants named in
the Complaint are BofA, Mr. Lewis and Mr. Thain.

As alleged in the Complaint, on Sept. 15, 2008, BofA and Merrill
Lynch reported that they had entered into an agreement for BofA to
acquire Merrill Lynch in an all-stock transaction valued at
approximately $50 billion.  In order to consummate the transaction
-- which required the approval of BofA shareholders -- BofA and
Merrill Lynch issued a joint proxy statement dated Oct. 31, 2008,
to the shareholders of BofA soliciting their approval for and
recommending a vote in favor of the Acquisition.

The Complaint alleges that the Proxy Statement contained numerous
material misstatements and omissions.  In particular, the Proxy
Statement did not accurately disclose Merrill Lynch's financial
condition and did not disclose the significant risks and
liabilities that BofA and its shareholders would be assuming by
acquiring Merrill Lynch.  Nor did the Proxy Statement reveal that
BofA and its advisors had not conducted adequate diligence on
Merrill Lynch and that, as a result, they lacked a reasonable
basis for the recommendations and other statements set forth in
the Proxy Statement.

As a result of the material misstatements and omissions contained
in the Proxy Statement, the Acquisition was overwhelmingly
approved, with 82% of votes cast in favor of the transaction.

As also alleged in the Complaint, on Jan. 1, 2009, the date the
Acquisition closed, BofA issued a press release announcing the
Acquisition's completion.  The press release contained numerous
positive statements concerning the Acquisition and the joined
companies, announcing the "creat[ion of] a premier financial
services franchise with significantly enhanced wealth management,
investment banking and international capabilities."  As alleged in
the Complaint, these statements were materially false and
misleading when made in that they did not reveal that Merrill
Lynch's financial condition was in such a deteriorated state that
BofA had considered withdrawing from the Acquisition prior to
closing and, in fact, only completed the transaction because the
federal government had undertaken to assist BofA to absorb the
acquisition of Merrill Lynch by, among other things, engaging in a
dilutive purchase of additional BofA shares.

Investors began to learn the true nature of the financial
condition of BofA and the disastrous effect the Acquisition had on
its financial position through a series of disclosures, including
BofA's Jan. 16, 2009 announcement of a loss for the fourth quarter
of $1.79 billion, which was led by a stunning $15.31 billion
fourth quarter net loss at Merrill Lynch.  These revelations and
others caused the price of BofA stock to tumble, from a closing
price of $10.20 per share on Jan. 14, 2009, to close at $5.10 per
share on Jan. 20, 2009, a 50% decline.

                       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.


BERNARD L. MADOFF: Trustee Asks Court to Cancel Six Car Leases
--------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Irving Picard,
the court-appointed trustee overseeing the liquidation of Bernard
L. Madoff Investment Securities LLC, has asked a federal court to
cancel leases that the company had on six luxury cars.

According to WSJ, the vehicles are:

     -- a 2007 Land Rover Range Rover,
     -- a 2008 Cadillac DTS, a 2009 Mercedes S550-4,
     -- a 2007 Mercedes S550V,
     -- a 2008 Mercedes GL450 sport-utility vehicle, and
     -- a 2006 Lexus.

Citing Mr. Picard, WSJ states that the vehicles "are of no use or
value to the creditors" of Bernard L. Madoff and that the leases
must be cancelled to "minimize the costs of administration in this
case."

Court documents say that five of the cars were returned to New
York City and Long Island dealerships in late December.  The
Lexus, according to the court documents, was returned last week to
a dealership in West Palm Beach, Florida.

Mr. Madoff's brother and a Bernard L. Madoff Investment senior
member, Peter Madoff, leased the Mercedes S550V sedan in 2006 for
$1,700 per month, WSJ says, citing Michael Cohen at Silver Star
Auto Resource LLC.  Mr. Cohen, according to the report, said that
he knew Peter because they are neighbors in Old Westbury on Long
Island.

Mr. Picard said that Bernard Madoff "is no longer actively
conducting any business that requires the use of the vehicles,"
WSJ reports.  WSJ states that Mr. Picard asked that the U.S.
Bankruptcy Judge Burton R. Lifland set a hearing for Feb. 4, 2009,
to consider his request.

Mr. Picard, WSJ relates, is gathering Bernard L. Madoff
Investment's assets to distribute them to investors who were hurt
Bernard Madoff's alleged $50 billion fraud.  WSJ says that
Mr. Picard had said that he obtained $29 million in assets and
located $830 million in liquid assets at Bernard L. Madoff
Investment, which may be subject to recovery and distribution
among investors.  Mr. Picard, according to the report, said that
he expects to locate more assets.

                    About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Chile-Based Larrain Vial Loses $5.2 Million
--------------------------------------------------------------
Chile-based brokerage Larrain Vial SA's clients lost $5.2 million
from investments in a fund linked to Bernard L. Madoff's alleged
Ponzi scheme, James Attwood of Bloomberg News reports, citing an
unnamed offcial.

According to the report, Larrain Vial clients invested in a fund
managed by Pioneer Alternative Investments, which had money with
Madoff- controlled funds.

Larrain Vial, Bloomberg News relates, will decide how to proceed
with the client losses after Pioneer responds to a refund request,
due by the end of the month.

Rival Celfin Capital SA, according to Bloomberg, is refunding
about US$10 million to clients who lost money from investing with
funds connected to Madoff, while Pioneer, a unit of Italian bank
UniCredit SpA, invested "substantially all" of its about US$280
million Primeo Select Fund with Madoff.

                    About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Clients May Recoup More Investment Through Tax
-----------------------------------------------------------------
Thom Weidlich and Cynthia Cotts at Bloomberg News report that
Bernard L. Madoff Investment Securities LLC clients may recover
more of their investment losses through tax strategies than by
suing Bernard Madoff.

Bloomberg quoted Stroock & Stroock & Lavan LLP tax specialist
Micah Bloomfield as saying, "If they invested a lot, then they
could possibly recover 40% of everything" through U.S. and state
tax laws.  According to Bloomberg, Ms. Bloomfield said that the
U.S. tax law lets Madoff's clients take income deductions for
losses caused by theft if they prove their money was stolen.

Bloomberg states that Martin Shulkin, managing partner of law firm
Duane Morris LLP, said, "If an investor loses money to a Ponzi
scheme, that can be claimed as a theft loss for tax purposes.  The
claim should be made for the year you discover the loss, and is
subject to a reasonable expectation of recovery."  Bloomberg says
that Mr. Shulkin represents 30 Madoff investors, most of whom
invested directly with Bernard L. Madoff Investment.

Citing Mr. Shulkin, Bloomberg relates that Mr. Madoff's direct
customers can file loss claims with the Securities Investor
Protection Corporation, and may opt to use a theft-loss deduction
if they have reasonably determined they wouldn't recover their
loss through a SIPC claim.

Mr. Bloomfield, according to Bloomberg, said that the theft-loss
provision states that eligible victims who don't file a SIPC claim
would have their deductions cut by the $500,000 cap on SIPC
coverage for securities losses.

Bloomberg reports that Mr. Bloomfield said that the Internal
Revenue Service has taken the position that the loss from a single
occurrence must surpass $100 and that the total loss has to be
more than 10% of an individual's adjusted gross income for the
year the deduction is claimed.

                    About Bernard L. Madoff

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

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

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

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


BG SOMERSET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BG Somerset LLC
        3025 Mill Street
        Reno, NV 89502

Bankruptcy Case No.: 09-50041

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

The petition was signed by T. Patrick Conners, managing member of
the company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nb09-50041.pdf


BIXBY KIRKWOOD: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bixby Kirkwood Partners I, LLC
        P.O. Box 2789
        Suwanee, GA 30024

Bankruptcy Case No.: 08-85720

Chapter 11 Petition Date: December 15, 2008

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

Judge: Robert Brizendine

Debtor's Counsel: Beth E. Rogers, Esq.
                  Rogers Law Offices, Suite 201
                  4047 Holcomb Bridge Rd.
                  Norcross, GA 30092
                  Tel: (770) 685-6320
                  Fax: (678) 990-9959
                  Email: brogers@berlawoffice.com

Total Assets: $2,910,181.02

Total Debts: $3,122,828.72

Debtor's largest unsecured creditors:

   Entity                                 Amount of Claim
   ------                                 ---------------
1910 Bixby Street, LLC                      $596,853.72
2299 Perimeter Park Drive, Suite 150
Atlanta, GA 30341

Denyse Signs                                    $775.00
4521 Industrial Access Rd.
Douglasville, GA 30134

The petition was signed by James Michael Embry, a member of the
Debtor.


BIXBY KIRKWOOD: U.S. Trustee to Hold Sec. 341 Meeting on Monday
---------------------------------------------------------------
The Office of the United States Trustee in Atlanta, Georgia, will
convene a meeting of creditors in the bankruptcy case of Bixby
Kirkwood Partners I, LLC, on January 26, 2009, at 11:00 a.m.  The
meeting will be held at Hearing Room 362, in Atlanta.

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

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

Based in Suwanee, Georgia, Bixby Kirkwood Partners I, LLC filed
for Chapter 11 bankruptcy protection on December 15, 2008 (Bankr.
N.D. Ga. Case No. 08-85720).  The Hon. Robert Brizendine presides
over the case.  Beth E. Rogers, Esq., at Rogers Law Offices, in
Norcross, Georgia, represents the Debtor.  When it filed for
bankruptcy, the Debtor disclosed $2,910,181.02 in total assets and
$3,122,828.72 in total debts.


BLOCKBUSTER INC: Bank Loan Sells at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded in the secondary market at 63.58 cents-on-
the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.92 percentage
points from the previous week, the Journal relates.  Blockbuster
pays interest at 375 points above LIBOR.  The loan matures August
20, 2011. The bank loan carries Moody's B1 rating and Standard &
Poor's B rating.

As reported by the Troubled Company Reporter on January 7, 2009,
the bank loan sold for in the secondary market at 58.80 cents-on-
the-dollar during the week ended January 2, 2009.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a provider of in-home
movie and game entertainment, with over 7,800 stores throughout
the Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, and
Australia.

                          *     *     *

In August 2008, Moody's Investors Service downgraded Blockbuster
Inc.'s probability of default rating to Caa1 from B3.  The
company's Caa1 corporate family rating, Caa2 senior subordinated
note rating, and SGL-4 speculative grade liquidity rating were
affirmed.  At the same time, Moody's raised the company's secured
bank facilities to B1 from B3.  Moody's said that the outlook
remains negative.

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s long-
term Issuer Default Rating at 'CCC' and the senior subordinated
notes at 'CC/RR6'.  Fitch said that the rating outlook is stable.


BLUEMOUNTAIN CLO: S&P Downgrades Ratings on Class E Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
E notes issued by BlueMountain CLO III Ltd., an arbitrage high-
yield collateralized loan obligation transaction, to 'B+' from
'BB'.  The rating remains on CreditWatch, where it was placed with
negative implications on Dec. 5, 2008.  At the same time, S&P
placed its 'BBB' rating on the class D notes on CreditWatch with
negative implications.  Additionally, S&P affirmed its ratings on
the class A-1a, A-1b, A-2, B, and C notes.

The downgrade and CreditWatch placements primarily reflect
negative rating migration within the transaction's underlying
portfolio.  According to Standard & Poor's, approximately 73% of
the underlying loans are currently rated in the 'B' category, up
from 69% as of May 23, 2007, and only 16% of the assets are
currently rated in the 'BB' category, compared with over 23% as of
May 23, 2007.  In addition, more than 8% of the transaction's
underlying assets are currently rated in the 'CCC' range.  The
ratings on the class D and E notes are on CreditWatch negative
because 11% of the collateral in the portfolio have ratings that
are on CreditWatch with negative implications.

Standard & Poor's will continue to monitor the transaction to
determine the level of future defaults the rated classes can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal due
on the notes.

       Rating Lowered And Remaining On Creditwatch Negative

                    BlueMountain CLO III Ltd.

                       Rating
                       ------
      Class      To             From          Balance (mil. $)
      -----      --             ----          ----------------
      E          B+/Watch Neg   BB/Watch Neg            21.150

              Rating Placed On Creditwatch Negative

                    BlueMountain CLO III Ltd.

                       Rating
                       ------
      Class      To             From          Balance (mil. $)
      -----      --             ----          ----------------
      D          BBB/Watch Neg  BBB                     20.250

                        Ratings Affirmed

                    BlueMountain CLO III Ltd.

            Class      Rating          Balance (mil. $)
            -----      ------          ----------------
            A-1a       AAA                      131.488
            A-1b       AAA                      131.488
            A-2        AAA                       50.000
            B          AA                        31.500
            C          A                         29.250

  Transaction Information
  -----------------------
Issuer:             BlueMountain CLO III Ltd.
Co-issuer:          BlueMountain CLO III Inc.
Underwriter:        Deutsche Bank Securities Inc.
Collateral manager: BlueMountain Capital Management L.P.
Trustee:            Bank of New York Mellon


BODIE ELECTRICAL: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bodie Electrical Contractors of Florida, Inc.
        2973 West Edgewood Avenue
        Jacksonville, FL 32209

Bankruptcy Case No.: 09-bk-00369

Type of Business: The Debtor offers electrical services.

Chapter 11 Petition Date: January 21, 2009

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Donald L. Dempsey, II, Esq.
                  dempsey4321@comcast.net
                  Donald L. Dempsey, II, P.A.
                  4321 Roosevelt Boulevard
                  Jacksonville, FL 32210
                  Tel: (904) 387-5262
                  Fax: (904) 387-5263

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
NECA/BEW Faily Plan                              $381,959
c/o Robert Johnson, Esquire
3424 Peachtree Road
Atlanta, GA 30326

William R. Bodie                                 $350,000
3920 Harborview Drive
Jacksonville, FL 32209

Internaal Revenue Service                        $300,000
P.O. Box 105572
Atlanta, GA 30348-5572

Sunbelt Rentals                                  $60,100

George S. May Int'l Co.                          $34,736

Graybar Electric Company Inc.                    $18,268

HD Supply Inc.                                   $17,539

Jacksonville WinElectric Co.                     $15,825

Financial PacificLeasing LLC                     $7,821

Gordon T. Nicol, PA                              $6,000

The petition was signed by William R. Bodie, Jr., president.


BON-TON STORES: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Bon-Ton Stores, Inc. to B3 from
B2.  Moody's also confirmed the rating on the company's senior
unsecured notes at Caa1and affirmed its speculative grade
liquidity rating at SGL-3.  A negative outlook was assigned.  This
action completes the review for possible downgrade initiated on
October 24, 2008.

The downgrade of the ratings reflects the company's weakening
credit metrics which are more appropriate for the B3 rating,
continuing negative comparable store sales, and the continued
challenges to margins and cash flow due to the weak economy which
has led to reduced consumer spending.

The affirmation of the SGL-3 speculative grade liquidity rating
(adequate liquidity) reflects Moody's view that Moody's notes that
Bon-Ton should be able to cover all of its cash needs over the
upcoming year with internally generated cash as well as committed
revolver borrowings.  On January 3, 2009 Bon-Ton had $513 million
available under its asset based revolving credit facility, well
above the $75 million required minimum.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2
  -- Probability of default rating to B3 from B2

This rating was confirmed and LGD point estimates adjusted:

  -- $510 million senior unsecured notes to at Caa1 (LGD 5, 76%)

This rating was affirmed:

  -- Speculative grade liquidity rating at SGL-3

The outlook on all ratings is negative.

The last rating action on this company placing the ratings under
review for possible downgrade occurred on October 24, 2008.
The Bon-Ton Stores, Inc. is a regional department store chain,
headquartered in York, Pennsylvania.  The company operates 281
stores in 23 Northeastern, Midwestern, and upper Great Plains
states under Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott,
Elder-Beerman, Herberger's and Younkers nameplates and, under the
Parisian nameplate, stores in the Detroit, Michigan area.
Revenues for the last twelve months ended November 1, 2008 were
approximately $3.3 billion.


BON-VIN REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bon-Vin Realty, Inc.
        715 Warwick Avenue
        Warwick, RI 02888
        Tel: (401) 467-3550

Bankruptcy Case No.: 08-14126

Chapter 11 Petition Date: December 24, 2008

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Keven A. McKenna, Esq.
                  McKenna Law Offices
                  23 Acorn Street
                  Providence, RI 02903
                  Tel: 273-8200
                  Fax: 521-5820
                  Email: KevenM@McKennalaw.cc

Total Assets: $1,835,000.00

Total Debts: $1,044,751.00

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

The petition was signed by Vincent M. Ferla, President of the
company.


BRASS BRICK: Files for Chapter 7 Liquidation
--------------------------------------------
Richard Mize at NewsOK.com reports that Brass Brick Homes, Inc.,
and affiliate Brass Brick Homes VII LLC has filed for Chapter 7
liquidation in the U.S. Bankruptcy Court for the Western District
of Oklahoma.

According to NewsOK.com, Brass Brick's co-owner Wiley Cunningham
filed for the companies' liquidation.  Mr. Cunningham is also the
vice president and manager of Brass Brick.  NewsOK.com relates
that Mr. Cunningham said three months ago, "I'm not declaring
bankruptcy."  Mr. Cunningham's wife, Ashley, acknowledged in
October 2008 that the companies were in trouble.

NewsOK.com states that Brass Brick listed $1.7 million in assets
and $3.1 million in liabilities.

Brass Brick Homes VII, says NewsOK.com, listed $2.9 million in
assets and $4 million in liabilities.

Brass Brick Homes, Inc. -- http://www.brassbrick.com-- is a home
building company.


BROADSTRIPE LLC: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
Broadstripe LLC and its debtor-affiliates delivered on Jan. 15,
2009, to the Hon. Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware a Chapter 11 plan of
reorganization and a disclosure statement explaining the plan.

The Debtors will present on Feb. 23, 2009, at 1:00 p.m., before
Judge Sontchi to consider the adequacy of the disclosure
statement.  Objections, if any, are due Feb. 17, 2009.

According the Debtors, plan is the result of extensive
negotiations among the Debtors and those first lien lenders and
second lien lenders holding more than two-thirds of the first lien
note claims and the second lien note claims, respectively.
Subject to the terms of the plan support agreement, these holders
of the Debtors' senior secured indebtedness have agreed to support
and vote in favor of the plan.

The Debtors said they believe the plan treats all classes of
creditors and interest holders fairly and equitably, in observance
of the absolute priority rule of Section 1129(b)(2) of the United
States Bankruptcy Code.  The Debtors said the plan provides all
creditors and interest holders with at least as much as they would
receive in a Chapter 7 liquidation of the Debtors and provides all
general unsecured creditors substantially more than they would
receive in a Chapter 7 liquidation.  Because, among other things,
certain contemplated settlements and objections to claims have not
been resolved, the Debtors are have not determine the total amount
of allowed general unsecured claims

                       Overview of the Plan

The plan contemplates the reorganization and continuation of the
Debtors' business through a restructuring of the Debtors' debt
obligations and capital structure and the substantive
consolidation of all the Debtors' assets and liabilities --
excluding Broadstripe Capital LLC -- into Broadstripe LLC, which
would emerge at confirmation as the single Reorganized Debtor.

The Debtors' senior secured obligations under the First Lien
Credit Agreement will be exchanged for new debt and convertible
debt instruments issued by the Reorganized Debtor.  The Debtors'
junior secured obligations under the Second Lien Credit Agreement
and their remaining General Unsecured Claims against Debtors other
than Broadstripe Capital LLC will be converted to equity through
the issuance of New Members Interests in the Reorganized Debtor.

The holders of General Unsecured Claims against the parent entity
Broadstripe Capital LLC including the holders of Increasing Rate
Notes issued by Broadstripe Capital, LLC, are structurally
subordinated to the creditors of the other Debtors, and are
expected to receive no Distribution on account of their Claims.

The plan classifies interests against and liens in the Debtors in
nine classes.  The classification of treatment of interests and
claims are:

                        Treatment of Claims


         Class   Type of Claims                Treatment
         -----   --------------                ----------
         1       priority non-tax claims       unimpaired

         2       first lien note claims        impaired

         3       second lien note claims       impaired

         4       miscellaneous secured claims  impaired

         5       general unsecured claims      impaired

         6       [reserved]                    [reserved]

         7       subordinated claims           impaired

         8       increasing rate note claims   impaired

         9       old equity interests          impaired

Class 2, 3, 4, 5 and 8 are entitled to vote to accept or reject
the Debtors' plan.

Under the plan, holders of Class priority non-tax claims will be
paid in full.

Each holders of Class 2 first lien note claims will receive
ratable proportion of new first lien notes and new convertible
notes.  Holder of Class 3 second lien note claims will receive
ratable proportion of 950 units of new members interests.

Class 5 general unsecured claim holders will receive a ratable
proportion of 50 united of new members interests for claims
against consolidated Debtors.  In addition, holders will receive a
ratable proportion of assets -- excluding proceeds of causes of
actions -- remaining for distribution after all valid claims are
paid in full.

Holders of Class 8 will also receive a ratable proportion of
assets -- excluding proceeds of causes of actions -- remaining for
distribution after all valid claims are paid in full.

Holders Class 7 and 9 will not receive any distribution and
interest will be canceled on the plan's effective date.

A full-text copy of the Debtors' Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?3878

A full-text copy of the Debtors' Disclosure Statement is available
for free at: http://ResearchArchives.com/t/s?3879

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com-- provide videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The company and fives of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Ashby & Geddes, and Gardere Wynne Sewell
LLP represent the Debtors in their restructuring efforts.  The
Debtors proposed FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million in their filing.


CEDO PLC: Moody's Downgrades Ratings on Four Classes of Notes
-------------------------------------------------------------
Moody's Investors Service announced it has downgraded its ratings
on four classes of notes and one loan facility issued by CEDO PLC.

This synthetic CDO refers to a portfolio of Equity Default Swaps.
The portfolio comprises 55 EDS in the so-called "Risk Portfolio",
on which the SPV is protection seller, and 55 in the so-called
"Insurance Portfolio", on which the SPV is protection buyer.  At
maturity of the transaction (in 4.6 years), the number of Net
Equity Events (i.e. the difference in number of Equity Events in
the Risk Portfolio and in the Insurance Portfolio) defines the
amount of loss to be paid by the SPV to the protection buyer.
The number of Net Equity Events is the total number of Hits
experienced in the Risk Portfolio less the total number of Hits
experienced in the Insurance Portfolio.  A Hit is recorded if the
spot price is between 30% and 40% of the reference entity's
initial stock price and a loss ratio is computed according to the
transaction documentation.

The primary performance indicator of an EDS is the Barrier, which
is the Initial Barrier multiplied by the ratio of the EDS Price at
closing and its Current Price.  Note that stock prices are
adjusted when corporate actions affect a reference entity
according to the ISDA Equity Derivatives Definitions.

The ratings actions are the results of an adverse evolution of the
underlying portfolio shares, which may be illustrated by looking
at the average of the Barriers (capped at 100%) for each of the
two portfolios.  In general, if the transaction is performing, the
difference between the average Barrier of the Risk and Insurances
portfolios should not widen when being negative.

In January 2009, the average of the Barriers for the Risk
Portfolio was 74% (resp. 57% for the Insurance Portfolio).  In
September 2008, the same indicator was 51% for the Risk Portfolio
(resp. 41% for the Insurance Portfolio).  The difference between
the average Barrier for the Risk and the Insurance Portfolio hence
deteriorated since September 2008 (from -10% to -17%.)

As a consequence, should all stock prices remain the same until
maturity, one tranche would experience partial losses and one
tranche would be wiped-out -- note that this information may be
subject to marginal evolution due to late substitutions, moving-
average calculation and actual determination of losses.  The
Equity Events observation period for the Risk Portfolio will start
in August 2009 and will last until the maturity of the
transaction, such that no Equity Event related losses have
occurred at this stage.  For the Insurance Portfolio, the Equity
Events observation period started at closing.

The rating actions are:

(1) Series 5 Tranche A EUR 35,000,000 Asset-Backed Floating Rate
Notes due 2013

  -- Current Rating: B3
  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

(2) Series 5 Tranche B EUR 10,000,000 Asset Backed Floating Rate
Notes due 2013

  -- Current Rating: Caa1
  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

(3) Series 5 Tranche F CHF 25,000,000 Asset Backed Floating Rate
Notes due 2013

  -- Current Rating: B3
  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

(4) Series 5 Tranche H JPY 500,000,000 Asset-Backed Floating Rate
Notes due 2013

  -- Current Rating: Caa2
  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

(5) Facility Agreement in relation to Series 5 Tranche A EUR
35,000,000 Asset-Backed Floating Rate Notes due 2013

  -- Current Rating: B3
  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

                Moody's Main Eds Rating Methodology

Moody's approach to modeling portfolio of Equity Default Swaps at
closing can be broadly summarized in three steps.

Moody's identified three stock market regimes that display
significantly different behaviors both in terms of likelihood of
stock prices collapse and correlation structure: these are the
Normal, Stress or Crash regimes, each with a related probability
of occurrence.

Then for each EDS and in each market regime, Moody's inferred,
with the support of various statistical studies, a probability of
the threshold being hit based on: (i) the initial rating of the
reference entity, (ii) the maturity of the transaction and (iii)
the threshold level (between 10% and 40%).

Finally, the dependency structure (i.e., correlation) between EDS
was defined -- it is mainly driven by equity return correlation
and adjusted according to (i) the market regime, (ii) the
industrial sector and (iii) the geographical area.

The Monte Carlo method is the most suitable to rate synthetic CDO
transactions, including EDS, as it allows to take into account
global and industry correlations, and portfolio heterogeneity - in
terms of triggers, ratings or amounts.  In each Monte Carlo trial,
entities are modeled separately - subject to the correlation
structure determined above -- while distressed Equity Events and
recovery rate upon trigger being hit are simulated.  Cumulative
losses are then computed on the rated tranches.

The monitoring process is consistent with the rating methodology
described above.  Among other components, the monitoring committee
reviews the result of two modeling approaches and three loss
scenarios.

For entities whose Barrier is above 40%, the two approaches
considered relate to the computation of the probability of hitting
the trigger and are these:

  - In the first one, this probability is derived from a
    statistical analysis of world-wide indices;

  - In the second one, it is derived from a stochastic simulation
    whose primary driver is the implied volatility obtained from
    the option market.

The three loss scenarios considered in the determination of the
rating are:

  - One central loss scenario estimates the loss for each tranche
    based on the current share levels at maturity;

  - Two alternative scenarios account respectively for a 20%
    increase and a 20% decrease of all stock prices together.

Finally, the result of the monitoring model described above has
been floored to Caa1 (respectively Caa2, Caa3) for tranches for
which the central loss scenario predicts no loss (respectively
partial loss, wipe-out.)  The floor is set one notch higher for
tranches for which the Equity Events observation period has not
yet started.

Moody's will continue to monitor the transaction on a regular
basis.


CEDO PLC: Moody's Junks Rating on Series 3 Tranche K from 'B3'
--------------------------------------------------------------
Moody's Investors Service announced it has downgraded its ratings
on one class of notes issued by CEDO PLC.

This synthetic CDO refers to a portfolio of Equity Default Swaps .
The portfolio comprises 56 EDS in the so-called "Risk Portfolio",
on which the SPV is protection seller, and 56 in the so-called
"Insurance Portfolio", on which the SPV is protection buyer.  At
maturity of the transaction (in 3 years), the number of Net Equity
Events (i.e. the difference in number of Equity Events in the Risk
Portfolio and in the Insurance Portfolio) defines the amount of
loss to be paid by the SPV to the protection buyer.

The number of Net Equity Events is the total number of Hits
experienced in the Risk Portfolio less the total number of Hits
experienced in the Insurance Portfolio.  During the equity
observation period, each reference entity's stock price is
observed on a weekly basis.  A Hit is recorded if the spot is
below 35% of the reference entity's initial stock price.  The
protection amount paid by the SPV to the protection buyer then
corresponds to one tenth of the reference entity's initial
notional amount.  In other words, the protection buyer will get
the full protection amount related to one reference entity if,
within the observation period, the related stock price is below
35% of the price at closing for ten weeks or more.

The primary performance indicator of an EDS is the Barrier, which
is the Initial Barrier multiplied by the ratio of the EDS Price at
closing and its Current Price.  Note that stock prices are
adjusted when corporate actions affect a reference entity
according to the ISDA Equity Derivatives Definitions.  The Initial
Barrier (i.e. the Barrier at closing) was set at 35% for all
underlying swaps, and Barriers are computed using the 50-day
moving average stock price.  The ratings actions are the results
of an adverse evolution of the underlying portfolio shares, which
may be illustrated by looking at the average of the Barriers
(capped at 100%) for each of the two portfolios.  In general, if
the transaction is performing, the difference between the average
Barrier of the Risk and Insurances portfolios should not widen
when being negative.

In January 2009, the average of the Barriers for the Risk
Portfolio was 67% (resp. 41% for the Insurance Portfolio).  In
September 2008, the same indicator was 50% for the Risk Portfolio
(resp. 33% for the Insurance Portfolio).  The difference between
the average Barrier for the Risk and the Insurance Portfolio hence
deteriorated since September 2008 (from -17% to -26%.)
As a consequence, should all stock prices remain the same until
maturity, one tranche would be wiped-out -- note that this
information may be subject to marginal evolution due to late
substitutions, moving-average calculation and actual determination
of losses.  These tranches are not under guarantee anymore, the
Equity Events observation period has started in December 2008 and
will last until the maturity of the transaction.

The rating actions are:

(1) Series 3 Tranche K Non-Principal Protected Asset-Backed Fixed
Rate Notes due 2012

  -- Current Rating: Caa3
  -- Prior Rating: B3
  -- Prior Rating Action Date: 20 May 2008, downgraded

                Moody's Main Eds Rating Methodology

Moody's approach to modeling portfolio of Equity Default Swaps at
closing can be broadly summarized in three steps.

Moody's identified three stock market regimes that display
significantly different behaviors both in terms of likelihood of
stock prices collapse and correlation structure: these are the
Normal, Stress or Crash regimes, each with a related probability
of occurrence.

Then for each EDS and in each market regime, Moody's inferred,
with the support of various statistical studies, a probability of
the threshold being hit based on: (i) the initial rating of the
reference entity, (ii) the maturity of the transaction and (iii)
the threshold level (between 10% and 40%).

Finally, the dependency structure (i.e., correlation) between EDS
was defined -- it is mainly driven by equity return correlation
and adjusted according to (i) the market regime, (ii) the
industrial sector and (iii) the geographical area.

The Monte Carlo method is the most suitable to rate synthetic CDO
transactions, including EDS, as it allows to take into account
global and industry correlations, and portfolio heterogeneity - in
terms of triggers, ratings or amounts.  In each Monte Carlo trial,
entities are modeled separately - subject to the correlation
structure determined above -- while distressed Equity Events and
recovery rate upon trigger being hit are simulated.  Cumulative
losses are then computed on the rated tranches.

The monitoring process is consistent with the rating methodology
described above.  Among other components, the monitoring committee
reviews the result of two modeling approaches and three loss
scenarios.

For entities whose Barrier is above 40%, the two approaches
considered relate to the computation of the probability of hitting
the trigger and are these:

  - In the first one, this probability is derived from a
    statistical analysis of world-wide indices;

  - In the second one, it is derived from a stochastic simulation
    whose primary driver is the implied volatility obtained from
    the option market.

The three loss scenarios considered in the determination of the
rating are:

  - One central loss scenario estimates the loss for each tranche
    based on the current share levels at maturity;

  - Two alternative scenarios account respectively for a 20%
    increase and a 20% decrease of all stock prices together.

Finally, the result of the monitoring model described above has
been floored to Caa1 (respectively Caa2, Caa3) for tranches for
which the central loss scenario predicts no loss (respectively
partial loss, wipe-out.)  The floor is set one notch higher for
tranches for which the Equity Events observation period has not
yet started.

Moody's will continue to monitor the transaction on a regular
basis.


CESAR VARGAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Caesar J. Vargas
        Esther V. Vargas
        d/b/a T & C Construction
        a/k/a Caesar's
        810 N Oldridge Pl
        Lowell, AR 72745

Bankruptcy Case No.: 09-70127

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  John Blair & Don Brady Attorney at Law
                  109 N. 34th Street
                  Rogers, AR 72701
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: brlaw8888@yahoo.com

                  John M. Blair, Esq.
                  Attorney at Law
                  P.O. Box 1715
                  Rogers, AR 72757-1715
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: email@johnmblair.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/arwb09-70127.pdf

The petition was signed by Caesar J. Vargas and Esther V. Vargas.


CHELSEA INC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Chelsea, Inc.
        d/b/a Chelseas Check Cashing
        3903 Mt. Vernon Avenue
        Alexandria, VA 22305

Bankruptcy Case No.: 09-10248

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Edward Gonzalez, Esq.
                  Law Office of Edward Gonzalez, P.C.
                  2405 Eye St. N.W. Suite 1A
                  Washington, DC 20037
                  Tel: (202)822-4970
                  Email: EG@money-law.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10248.pdf

The petition was signed by Henver Palma, President of the company.


CHERRY-AIR INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cherry-Air, Inc.
        4584 Claire Chennault
        Addison, TX 75001
        Tel: (972) 248-1707
        Fax: (972) 380-2344

Bankruptcy Case No.: 09-30254

Chapter 11 Petition Date: January 10, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Company Description: Cherry-Air, Inc., provides charter
                     management services.  The Company's Air
                     Charter Management division offers customers
                     access to thousands of aircraft throughout
                     the nation.  From light single engine
                     aircraft to Boeing 747s, the Company can
                     offer the best available aircraft to best
                     suit customers needs.

                     See: http://www.cherryair.com/about.asp

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

The petition was signed by Kenneth C. Donaldson, president of the
company.

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


CHIEF JOSEPH: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Chief Joseph, Idaho, LLC
        367 Talon Drive
        Rexburg, ID 83440

Bankruptcy Case No.: 09-40023

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Jay A. Kohler, Esq.
                  482 Constitution Wy #313
                  Idaho Falls, ID 83402
                  Tel: (208) 524-3272
                  Email: country@hartbros.com

Total Assets: $2,700,200.00

Total Debts: $2,253,794.00

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/idb09-40023.pdf

The petition was signed by Rex Rammell.


CHRYSLER FINANCIAL: S&P Downgrades Ratings on Class C to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-4a, A-4b, B, and C notes issued by Chrysler Financial Auto
Securitization Trust (formerly known as DaimlerChrysler Auto
Trust) series 2008-B.  Concurrently, S&P removed these ratings
from CreditWatch, where they were placed with negative
implications on
Sept. 30, 2008.

The rating actions reflect significantly weaker-than-expected
collateral performance, as evidenced by high cumulative net
losses, rapidly declining recovery rates, and increased
delinquencies, which are trending sizably higher than in prior
DaimlerChrysler auto loan securitizations (see table 1).  As a
result, Standard & Poor's has increased its loss expectation on
the transaction to a range of 7.00%-7.50%.  Based on this new loss
forecast, Standard & Poor's has concluded that the credit
enhancement available to cover the class A-4a, A-4b, B, and C
notes is no longer sufficient to meet the multiple of loss
coverage commensurate with the initial assigned ratings.

                              Table 1

         Perf. Pool    Current 60+ day          Initial CNL
Current CNL
  Series  month factor  CNL*    delinq.  CRR(i)  expectation
expectation
  ------  ----- ------  ------- -------  ------  -----------  ----
-------
2008-B  8     78.69%  1.26%   0.60%    34.20%  2.75%-3.25%  7.00%-
7.50%

CNL-Cumulative net losses. (i) CRR-cumulative recovery rate.

As of the December 2008 performance month, series 2008-B displayed
cumulative net losses of 1.26%, with a pool factor of 78.69% and
eight months of performance.  In addition, 60-plus-day
delinquencies are currently 0.60% of the current pool balance, and
repossession inventory is 0.67% of the current pool balance.
Furthermore, cumulative recovery rates are significantly lower
than initially expected for series 2008-B, at 34.20%, while the
current recovery rate for the December 2008 performance month was
at an all-time low of 28.15%.

The transaction contains a nondeclining reserve account,
overcollateralization, a yield supplement overcollateralization
amount (YSOA), and excess spread.  Currently, series 2008-B has
not reached its target overcollateralization percentage of 4.00%
of the current adjusted pool balance.  In addition, the growth in
overcollateralization has slowed considerably for series 2008-B,
and S&P believes the transaction may not reach its target
enhancement.  Overcollateralization for series 2008-B is 2.24% of
the current pool balance, which represents 2.35% of the current
adjusted pool balance.

                             Table 2

                                   Current hard
                Series    Class    credit support*
                ------    -----    ---------------
                2008-B    A        14.05%
                2008-B    B        6.79%
                2008-B    C        3.15%

* As a percent of the current total pool balance. Does not include
credit to YSOA and excess spread.

S&P's analysis of Chrysler Financial Auto Securitization Trust
2008-B incorporates break-even cash flow analysis as well as
sensitivity analysis.  The cash flow analysis takes into account
the current performance of the transaction.  Specific assumptions
include consideration of actual recovery rates (current cumulative
recoveries are 34%), monthly prepayment speeds, monthly losses
beginning at levels comparable to the current annual loss
performance of the transaction, and loss timing comparable to the
performance of prior DaimlerChrysler auto loan transactions.  In
addition, S&P conducted a sensitivity analysis for the transaction
based on S&P's revised loss expectations to view the increase in
credit enhancement over time using base-case losses.  This
analysis demonstrated that the increase in credit enhancement
would not result in levels commensurate with the initial assigned
ratings.

Standard & Poor's will continue to monitor the transaction to
determine whether further rating actions are appropriate.

       Ratings Lowered And Removed From Creditwatch Negative

           Chrysler Financial Auto Securitization Trust

                                 Rating
                                 ------
              Series   Class   To      From
              ------   -----   --      ----
              2008-B   A-4a    AA      AAA/Watch Neg
              2008-B   A-4b    AA      AAA/Watch Neg
              2008-B   B       BBB     A/Watch Neg
              2008-B   C       BB-     BBB/Watch Neg


CHRYSLER LLC: Launches Incentive Program to Clear Out Inventories
-----------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that Chrysler
LLC has disclosed a major new incentive program aimed at clearing
out dealers' inventories of unsold vehicles.

The new incentive program, WSJ says, is aimed at sparking sales
and helping dealers move vehicles they have had on their lots for
months.

According to WSJ, the program would also start bringing in revenue
for Chrysler.  WSJ relates that starting Jan. 26, Chrysler will
offer clients:

     -- the same price Chrysler offers its workers, plus 0% auto
        loans for up to 48 months; and

     -- additional rebates of up to $6,000 off the employee price
        on 2008 models and up to $3,500 on 2009 models.

WSJ states that after a steep drop in sales in the fourth quarter
2008, Chrysler has failed to generate much or any revenue so far
this year, as its plants have been shut down since before
Christmas and dealers are cutting back orders of new cars and
trucks so they can get rid of the stock they already have.

Citing J.D. Power & Associates, WSJ relates that Chrysler vehicles
sold in December had been on dealer lots an average of 142 days.

          UAW Eyes Agreement on Concessions in February

Jeff Bennett at WSJ relates that United Auto Workers President Ron
Gettelfinger said that it will reach in February an agreement to
give the U.S. auto makers more cost concessions.

WSJ quoted Mr. Gettelfinger as saying, "I feel comfortable with
the Feb. 17 deadline.  If that is the date we have to be there,
then we will be there."

According to WSJ, Mr. Gettelfinger said that he doesn't expect
hourly wage reductions and the automakers haven't asked for them.

WSJ reports that UAW has already been negotiating with the Obama
administration and may ask for a loosening of the requirements for
the loans.  The report quoted Mr. Gettelfinger as saying, "I think
you will see a meeting coming up very soon between the CEOs of the
Big Three and the Obama administration."

Mr. Gettelfinger, WSJ relates, said that the Chrysler union
headquarters is up for sale.

                       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.


CITY OF ALAMEDA: May Go Bankrupt in Up to 48 Months
---------------------------------------------------
Newsblaze.com reports that an e-mail saying that the city of
Alameda, California, will go bankrupt in 36 to 48 months will be
discussed on  Jan. 24 at the Alameda Free Library.

Newsblaze.com relates that the meeting will be sponsored by the
Alameda Public Affairs Forum and is ominously entitled: "Alameda
On The Edge: Alameda's Budget Crisis, the Impact on Public
Services, and the Future of Alameda Point."  The discussion, says
the report, will focus on how public services, including fire,
police and the Alameda Hospital, among others, will be impacted by
the financial crisis.  Local stakeholder groups, the report
states, will discuss on the impact of the budget crisis on their
sectors and talk about possible solutions.

According to Newsblaze.com, the e-mail also said that the city
will start "brown-outs" of its fire stations.  Newsblaze.com
relates that Alameda Fire Chief confirmed that the temporary
closure of fire stations, on a rotating basis, begins on Jan. 26.

Newsblaze.com states that Alameda leaders have refused to
acknowledge the city's possible bankruptcy.  According to the
report, community members have criticized the city for denying its
financial problems and for considering a plan for Alameda Point
that would potentially bond the city to as much as
$700 million to help SunCal Companies construction homes in that
area.  Newsblaze.com quoted Save Our City! Alameda spokesperson
David Howard as saying, "The city is trying to downplay how bad
its finances are in, yet the city is going forward with the fire
station brownouts, and admitting it can no longer afford to
support the film commission, which brings jobs and economic
activity to Alameda."


CIRCUIT CITY: Panel Taps Protiviti & Jefferies as Advisors
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Circuit City Stores, Inc., seeks authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to retain Protiviti, Inc., and Jefferies & Company, Inc.,
as its financial advisors.

As financial advisors, Protiviti will:

  a. assist in the review of the Debtors' business plan and
     associated restructuring initiatives and advise the
     Committee regarding the Debtors' business plan, cash
     flow forecasts, financial projections, cash flow reporting,
     claims, and plan alternatives;

  b. advise the Committee with respect to the design,
     structuring and negotiation of alternative restructuring
     or transaction structures;

  c. prepare periodic reports and updates to the Committee
     regarding the status of the Debtors postpetition
     operating performance, and various other issues as
     requested by the Committee to facilitate informed
     decisions;

  d. advise the Committee regarding identity and value of
     avoidance actions; and

  e. perform all other services as directed by the Committee or
     its counsel and as may be required in the interests of the
     creditors.

Michael Atkinson and Guy Davis will lead the case and will be the
consultants at the firm primarily responsible for advising the
Committee.

As the Committee's advisor, Jefferies will:

  a. become familiar with, to the extent Jefferies deems
     appropriate, and analyze the business, operations, assets,
     financial condition and prospects of the Debtors;

  b. advise the Committee on the current state of the
     restructuring market;

  c. assist and advise the Committee in examining and analyzing
     any potential or proposed strategy for restructuring or
     adjusting the Debtors' outstanding indebtedness or overall
     capital structure, whether pursuant to a plan of
     reorganization, a sale of all or substantially all the
     assets or equity under Section 363 of the Bankruptcy Code,
     or other form of emergence from Chapter 11 -- including a
     dismissal of the Cases -- or otherwise, including, where
     appropriate, assisting the Committee in developing its own
     strategy for accomplishing a Restructuring;

  d. assist and advise the Committee in evaluating and analyzing
     the proposed implementation of any Restructuring, including
     the value of the securities, if any, that may be issued
     under any plan of reorganization; and

  e. render other financial advisory services as may from time
     to time be agreed upon by the Committee and Jefferies,
     including, but not limited to, providing expert testimony,
     and other expert and financial advisory support related to
     any threatened, expected, or initiated litigation.

Protiviti will be paid based on its hourly rates:

  Managing Director              $560 - $410
  Director/Associate Director    $405 - $270
  Senior Manager/Manager         $330 - $250
  Senior Consultant/Consultant   $300 - $180
  Administrative                         $90

Jefferies will be paid in this manner:

  * A monthly fee of $200,000 per month for the first four
    months of the parties' Agreement, and $150,000 per month
    thereafter.  The first Monthly Fee will be payable
    immediately upon Bankruptcy Court approval of
    the Agreement, and each subsequent Monthly Fee will be
    payable in advance on each monthly anniversary.  Fifty
    percent of any Monthly Fees paid to Jefferies in excess of
    $600,000 in the aggregate will be creditable against
    any fees actually paid or to be paid to Jefferies.

  * In consideration of the services rendered by Jefferies, the
    Debtors will pay or cause to be paid to Jefferies in cash a
    fee in an amount equal to (i) 1.5% of any recoveries
    received by Unsecured Creditors in an aggregate amount up to
    and including $200 million; plus (ii) 2.0% of any recoveries
    by Unsecured Creditors in any aggregate amount in excess of
    $200 million.

    "Recoveries" include, but is not limited to, the fair
    market value of any cash, cash equivalents, securities,
    trust, sale or litigation interests, or other consideration,
    whether immediately realized or not.  "Unsecured Creditors"
    will mean all creditors of the Company to the extent their
    claims are not (a) secured claims within the meaning of the
    Bankruptcy Code, or (b) entitled to priority pursuant to
    Sections 507(a) or 503(b) of the Bankruptcy Code.

  * For purposes of computing any fees payable to Jefferies,
    noncash consideration will be valued under these terms:

    (a) publicly-traded securities will be valued at the average
        of their 4:00 p.m. closing prices, as reported in The
        Wall Street Journal, for the five trading days prior to
        the date which is two business days prior to the date of
        closing of the Restructuring; and

    (b) any other non-cash consideration will be valued at the
        value ascribed to non-cash consideration in the plan of
        reorganization, and if no value is ascribed in the plan
        of reorganization, at the fair market value of that
        consideration as determined in good faith by the
        Committee and Jefferies.

  * The Committee acknowledges that in light of Jefferies'
    substantial experience and knowledge in the restructuring
    market, the uncertain nature of the time and effort that may
    be expended by Jefferies in fulfilling its duties, the
    opportunity cost associated with undertaking the
    engagement, and the "market rate" for professionals of
    Jefferies' stature in the restructuring market generally,
    the fee arrangement is just, reasonable and fairly
    compensates Jefferies for its services.

Mr. Atkinson, managing director at Protiviti, attests that
Protiviti is disinterested within the meaning of Section 101(14)
of the Bankruptcy Code because it does not hold or represent an
interest materially adverse to the Committee, the Debtors, or any
class of creditors.

Michael Henkin, a managing director at Jefferies, attests that
Jefferies does not hold or represent any interest adverse to the
Debtors' estates in the matters on which it is to be retained, and
that it is a "disinterested" person as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Disputes Panel's Bid to Hire Canadian Counsel
-----------------------------------------------------------
Circuit City Stores, Inc., and its affiliates object to an attempt
by the Official Committee of Unsecured Creditors appointed in
their cases to retain Gowling Lafleur Henderson LLP as the panel's
Canadian counsel.

The Debtors argue that the retention of Gowling Lafleur as
Canadian counsel is at a significant cost to the Debtors'
bankruptcy estates, and the Committee has not provided any
explanation of why it has a need for a Canadian counsel.

As Canadian counsel, the Committee needs Gowling Lafleur to:

  -- represent the Creditors Committee at Canadian hearings and
     any other related proceedings;

  -- assist the Creditors Committee and its U.S. professionals
     and advisors in analyzing the Debtors from a Canadian
     perspective, including negotiations with the Debtors and in
     formulating the terms of a plan of reorganization;

  -- assist the Creditors Committee's investigation of the
     assets, liabilities and financial condition of the Canadian
     Debtors;

  -- review and analyze all pleadings, orders, statements or
     operations, schedules and other legal documents in the
     Canadian proceedings relating to the Debtors or their
     property, assets or businesses;

  -- prepare on the Creditors Committee's behalf any pleadings,
     orders, reports and other legal documents as may be
     necessary in furtherance of the Creditors Committee's
     interests and objectives regarding Canadian matters; and

  -- perform all other legal services, as necessary.

Gowling Lafleur will be paid based on its hourly rates ranging
from C$310 to C$850 for attorneys, and from C$210 to C$265 for law
clerks and law students.  The firm will also be reimbursed for its
reasonable and necessary expenses.

David Cohen, Esq., a partner at Gowling Lafleur, assures the
Court that the firm and its professionals are disinterested
persons under Section 101(14) of the Bankruptcy Code.

                           Not Clear

The Debtors tell the Court that the Creditors Committee never
identified any valid interest in the Canadian bankruptcy cases or
InterTAN Canada Ltd. And Tourmalet Corporation, and seems to be
operating under the mistaken assumption that the Debtors or their
assets are involved in InterTAN's cases.

The Creditors Committee's only asserted basis for requiring a
Canadian counsel is its vague statement that the retention "is
appropriate and necessary to enable the Committee to faithfully
execute their duties and to facilitate the reorganization of the
Debtors," the Debtors assert.  The Debtors assert that if the
Creditors Committee needs a Canadian counsel, then the counsel
should be retained by the Canadian Debtors.

To require the bankruptcy estates to bear the cost of retaining a
Canadian counsel to represent the Creditors Committee would,
thus, be unreasonable, unnecessary and inequitable, the Debtors
maintain.

                        About Circuit City

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

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

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

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

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


CONSTAR INT'L: Has Until March 2 to File Schedules and Statements
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware extended until March 2, 2009, as deadline
for Constar International Inc. and its debtor-affiliates to file
their schedules of assets and liabilities, and statements of
financial affairs.

                   About Constar International

Headquartered in Philadelphia, Pennsylvania, 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 affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).   Wilmer Cutler Pickering Hale and Dorr LLP
represents the Debtors as their bankruptcy counsel.  The Debtors
proposed Bayard, P.A., as local counsel; Pricewaterhouse Coopers
as auditors and accountants; Greenhill & Co. LLC as financial
advisor; and Epiq Systems Inc. Claims and Balloting Agent.  When
the Debtors filed for protection from their creditors, they posted
$420,000,000 in total assets and $538,000,000 as of
Nov. 30, 2008.


COTTONWOOD FORT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cottonwood Fort, LLC
        10 North 100 West
        Hurricane, UT 84737

Bankruptcy Case No.: 09-20143

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Weston J. White, Esq.
                  Farris & Utley
                  2107 West Sunset Blvd., 2nd Floor
                  St. George, UT 84770
                  Tel: (435) 634-1600
                  Fax: (435) 628-9323
                  Email: farrisutley@infowest.com

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by Robert W. Porter.


COUNTY OF SUMMER: Fitch Downgrades Ratings on $150 Mil. Bonds
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on $150 million of
outstanding bonds issued by the Health, Educational and Housing
Facilities Board of the County of Sumner, Tennessee, hospital
revenue, refunding and improvement bonds (Sumner Regional Health
Systems, Inc.), series 2007A to 'BB+' from 'BBB+'.  In addition,
Fitch removes the bonds from Rating Watch Negative. The Rating
Outlook is Negative.

The rationale for the downgrade is based on Sumner Regional Health
Systems' rapidly deteriorating financial profile, its current
precarious negotiations with a third party lessor regarding a
technical default, and its poor communication and disclosure
practices to date.  Fitch placed the 2007A bonds on Rating Watch
Negative effective Jan. 7, 2009 due to a lack of disclosure, as
Sumner had failed to post its fiscal 2008 audit by Oct. 31, 2008,
as required under its bond documents.

On Jan. 16, 2009, Sumner posted interim fiscal 2008 results along
with first- and second-quarter interim fiscal 2009 results.  These
interim statements indicate that the organization is experiencing
tremendous financial stress resulting in a profound weakening of
its credit profile.  Sumner has informed Fitch that an error in
recording contractual allowances was discovered in the summer of
2008 and resulted in an overstatement of revenues, which were
subsequently written down and are the major driver behind the
flagging performance recorded in fiscal 2008 and through the six-
month interim FY 1009 period.

Although the final fiscal 2008 audit is not expected to be
released for at least four to six weeks, management has indicated
that there is likely to be little change to the interim numbers.
For the 12-month interim period ending May 31, 2008, Sumner
reported an operating loss of $25.9 million on total revenues of
$147 million, resulting in an operating margin of -17.6% and an
operating EBITDA margin of -5.5%.

Additionally, through the six-month interim period ending Nov. 30,
2008, this downturn continued with an operating margin of -23.1%
and an operating EBIDTA margin of -8.8%.  Such weak operating
metrics resulted in maximum annual debt service coverage of -1.4
times as of Nov. 30, 2008.  Furthermore, this poor operating
performance coupled with the macroeconomic downturn has resulted
in a significant deterioration of Sumner's unrestricted cash
position, which dropped to $24.7 million at Nov. 30, 2008 from
$48.6 million in fiscal 2007 leading to a materially weakened
liquidity position reflected by 59.1 days cash on hand, a 1.9x
cushion ratio, and 12.5% cash to debt.

Although Sumner's results to date have breached the covenant
threshold as listed in the 2007A bond documents, debt service
coverage covenants are not relevant until May 2010, at which time
if Sumner is in technical default, bondholders can take remedial
action.  Fitch does note that Sumner has a funded debt service
reserve fund of approximately $9.57 million.

Compounding its already weakened financial position is Sumner's
strained relationship with a third party organization that is the
leaseholder on its HealthPlex venture.  According to management,
Sumner is in technical default of its liquidity and coverage
covenants via the lease documents and is currently negotiating a
waiver with the lessor.  Management believes that this technical
default on the lease triggers a cross-over technical default
according to the 2007A bond documents.  Although Sumner is still
in compliance on all of its lease and debt payments, these
technical defaults merit a going concern.  Fitch will continue to
monitor this situation closely.

As stated in the Fitch rating action commentary dated Jan. 7,
2009, disclosure from Sumner has historically been very poor.
Although the revenue contractual errors were brought to light in
the summer of 2008, Fitch was not made aware of these errors until
Jan. 16, 2009.  In addition, management has provided guarded
accounts of the circumstances behind the financial downturn and
has historically not been timely in disclosing its debt plans and
capital structure.

The Negative Rating Outlook reflects Fitch's concerns that Sumner
will continue to face various negative pressures over the near
term.  These pressures include depressed margins, weakened
liquidity, and the unknown outcome of the negotiations with the
HealthPlex leaseholder.  Additionally, the final 2008 audit is not
expected to be finalized and published for at least four weeks.
Fitch will review Sumner's rating once the 2008 audit is made
available and a subsequent discussion with management occurs.
Sumner currently comprises three inpatient hospitals located in
north central TN.  The system headquarters and the flagship, 155-
bed Sumner Regional Medical Center are located in Gallatin,
Tennessee - a growing suburban area approximately 25 miles
northeast of Nashville.  For the interim May 31, 2008 period,
Sumner reported total assets of $287 million and system revenues
of $147 million.  Sumner covenants to provide bondholders with
audited annual information within 150 days of fiscal year-end and
unaudited quarterly statements within 60 days of quarter-end to
the national recognized municipal securities information
repositories.


CREATIVE LOAFING: Chapter 11 Case Hearing to Continue on March 11
-----------------------------------------------------------------
Wayne Garcia at Blogs.creativeloafing.com reports that the hearing
on Creative Loafing Inc.'s Chapter 11 case will continue on
March 11, 2009.

Mr. Garcia said that the Hon Caryl E. Delano of the U.S.
Bankruptcy Court held a hearing on Jan. 21, 2009, to decide on
whether the Court should let Creative Loafing's biggest creditors
-- Atalaya Administrative LLC and Atalaya Funding II LP -- to
declare the loans in default and take immediate ownership of the
company.  According to Mr. Garcia, Atalaya Administration and
Atalaya Funding lent more than $30 million to Creative Loafing to
fund the purchase of the Washington City Paper and Chicago Reader
two years ago.

Mr. Garcia relates that the attorney for Creative Loafing argued
that every day the ownership issue isn't settled makes it harder
to find new equity partners and reorganize the company.

The value of the collateral continues to drop and is losing the
hedge fund millions, Mr. Garcia states, citing an attorney for the
Atalaya companies.

According to Mr. Garcia, Creative Loafing worked with Atalaya
Administration and Atalaya Funding during an hour-long recess to
reconfigure the Chapter 11 timeline for the case.

The Court has scheduled two more hearings in March and April to
determine the value of the company and approve part of Creative
Loafing's reorganization plan, Mr. Garcia reports.

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between $10
million and $50 million each.


CURTIS ETHERIDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Curtis L. Etheridge
        916 Benefit Rd
        Chesapeake, VA 23322

Bankruptcy Case No.: 09-70066

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Debtor's Counsel: John Edwin Bedi, Esq.
                  Lake Center I
                  501 Independence Pkwy., Ste. 102
                  Chesapeake, VA 23320
                  Tel: (757) 497-9075
                  Email: leslye@bedilaw.com

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by Curtis L. Etheridge.


CYGNUS BUSINESS: Moody's Cuts Rating to 'D' on Missed Payments
--------------------------------------------------------------
Moody's Investors Service has downgraded Cygnus Business Media,
Inc.'s Probability of Default rating to D from Caa1 and its
Corporate Family rating to Ca from Caa1 following the company's
disclosure that it has not repaid at maturity amounts due under
its first lien senior secured revolving credit facility and
delayed draw term loan facility.  The rating outlook is stable.
Moody's plans to withdraw all Cygnus' ratings shortly.

Details of the rating actions are:

  * Corporate Family rating -- to Ca from Caa1

  * Probability of Default rating -- to D from Caa1

  * First Lien senior secured revolving credit facility, due 2009
    -- to Caa3, LGD3, 42% from B3, LGD3, 42%

  * First Lien senior secured delayed draw facility, due 2009 --
    to Caa3, LGD3, 42% from B3, LGD3, 42%

  * Add-on first lien senior secured term loan B due 2009 -- to
    Caa3, LGD3, 42% from B3, LGD3, 42%

  * Senior secured term loan B due 2009 -- to Caa3, LGD3, 42% from
    B3, LGD3, 42%

  * Second lien senior secured facility due 2010 -- to C, LGD6,
    91% from Caa3, LGD6, 91%

The rating outlook is stable.

This concludes the rating review which was initiated on August 8,
2008.

The downgrades follow Cygnus' disclosure to Moody's that it failed
to repay its revolving credit facility and delayed draw term loan
when they matured on January 13, 2009.  The company's lenders have
apparently not yet indicated whether they intend to call a default
and pursue their legal rights and remedies as creditors under the
terms of their respective loan agreements.  Notwithstanding the
default event, management has advised that the company is engaged
in ongoing amendment discussions with its lenders.

The last rating action occurred on September 10, 2008 when Moody's
downgraded Cygnus' Corporate Family and Probability of Default
ratings to Caa1 each, while continuing the review for possible
further downgrade of ratings.

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

Headquartered in Fort Atkinson, Wisconsin, Cygnus Business Media
is a diversified business-to-business media company.  The company
recorded sales of approximately $113 million for the LTM period
ended September 30, 2008.


DARREN JORDAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Darren A. Jordan
        5113 South San Juan Place
        Chandler, AZ 85249

Bankruptcy Case No.: 09-00557

Chapter 11 Petition Date: January 13, 2009

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

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman PC
                  80 E. columbus ave.
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  Email: anewdelman@qwestoffice.net

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-00557.pdf

The petition was signed by Darren A. Jordan.


DBSI INC: Wachovia Bank N.A. Objects to DBSI Sales Order
--------------------------------------------------------
Wachovia Bank, National Association, and Food Lion LLC, along with
a large number of companies, have objected to the proposed sale
order authorizing DBSI, Inc., and its debtor-affiliates to sell
certain assets relating to the Debtors' property management
business and assuming and assigning certain unexpired leases to
the purchaser of the assets.

As reported in the Troubled Company Reporter on Jan 20, 2009, the
Court authorized DBSI Inc., to sell certain assets, including
certain Masterleases, subleases and related executory contracts
and non-real property leases associated with the operation of the
TIC Properties, at an auction on Jan. 28.  Deadline to submit bids
is on Jan. 23.  DBSI will seek approval of the results of the
auction at a hearing on Feb. 4.

                    Wachovia Bank's Objection

Wachovia objects to the Debtors' "possible assumption and
assignment of the PMB Assets related to the Wachovia TIC
Properties because, among other reasons:

  (i) there has been no disclosure of any of the terms or
      conditions of any such assumption and assignment;

(ii) the modifications to the loan documents which any such
      assignment would necessarily require have not been
      specified;

(iii) the identity of any prospective assignee of the PMB Assets
      has not been disclosed and the capacity of any such
      assignee to perform its obligations under the PMB Assets
      affecting the Wachovia TIC Properties is unknown;

(iv) the DBSI master leases for each of the Wachovia Properties
      have absolutely and unconditionally assigned their
      interests in the master leases to Wachovia and therefore
      lack the legal ability to assign their former interests in
      the master leases; and

  (v) the Sales Procedure Motion does not clearly describe
      whether, how or when any proceeds payable to the respective
      Debtor-lessees from the assignment of the PMB Assets
      affecting the Wachovia TIC Properties would be paid to
      Wachovia as proceeds of its collateral.

Wachovia further objects to the relief sought in the Sale
Procedures Motion and the Assignment Notices to the extent that
the Debtors are asking the Court to waive defaults which would
arise under the non-debtor loan documents from the Debtors'
purported assignment of the master leases, change in property
managers or modification of the terms of the master leases.  Any
such assignment or any related modification of the master lease or
change in the property manager without the consent of Wachovia
would constitute an independent actionable default under the non-
debtor loan documents.

Wachovia Bank is a "tenant in common" lender with respect to five
TIC properties.  None of the Debtors is a borrower under any of
these loan transactions.  None of the Debtors is an owner of any
of the Wachovia TIC Properties.  None of the Wachovia TIC
Properties is property of an estate of any of the Debtors.

The aggregate outstanding principal of the loans to the Wachovia
TIC Borrowers with respect to the five TIC properties amounts to
approximately $66,319,810.  All of these loans are currently in
default.

Wachovia holds a first priority mortgage or deed of trust on each
of the Wachovia TIC Properties to secure the respective loans to
the Wachovia TIC Borrowers, and in addition, holds a first
priority perfected security interest on all cash, rents, revenues,
and receivables generated by the Wachovia TIC Properties.

                      Food Lion's Objections

Food Lion, LLC objects to the sale and to the assumption and
assignment of its lease on a 33,000 square food retail grocery
store in the shopping center now known as Carolina Commons, to a
purchaser of the PMB Assets.

On Oct. 3, 2007, Food Lion received a notice from DBSI Discovery
Real Estate Services stating that the premises had been conveyed
by the original landlord, Calabash Partners, L.L.C., to FOR 1031
Carolina Commons, LLC, a non-debtor, and that a master lease,
dated Sept. 27, 2007, had been executed between FOR as lessor and
DBSI Carolina Commons LeaseCo LLC ("CC LeaseCo"), one of the
Debtors in this proceeding, as lessee.

Upon information and belief, FOR subsequently conveyed the
premises to the TIC Investors.  At the time of the conveyance to
the TIC Investors, if consummated, Food Lion became a direct
tenant of the TIC Investors.

On Nov. 12, 2008, the Debtors filed their first motion rejecting
certain unexpired non-residential real property leases and
subleases effective as of Nov. 12, 2008, in which they sought to
reject the Food Lion Lease.  On Nov. 26, 2008, Food Lion filed an
objection to the first rejection motion.  On Jan. 13,2009, the
Debtors filed the Notice in which they gave notice of the possible
assumption and assignment to the purchaser of the PMB Assets of
various "subleases" and listed the amounts necessary to cure
defaults under such "subleases."  The Notice was not filed and
served on counsel for Food Lion within the time required by the
Sale Procedures order.  The Notice lists the Food Lion Lease as
one of the "subleases" and PMB Assets to be sold.  The Notice
lists a cure amount of $0.00 for the Food Lion Lease.

Food Lion presents these objections to the Sale Order:

The purported Master Lease executed between FOR and CC LeaseCo
almost ten (10) years after the Food Lion Lease could not have
gained priority over the Food Lion Lease or "converted" the direct
Food Lion Lease into a "sublease" between CC LeaseCo and Food Lion
as alleged in the first rejection motion.

CC LeaseCo does not have the right or power to assume or assign
the Food Lion Lease because Food Lion has a superior leasehold
interest directly with the TIC Investors and not a subtenancy
derived from CC Lease Co's rights under the purported master
lease.  None of the Debtors is a party to the Food Lion lease and,
accordingly, none of the Debtors has the right to assume or assign
the Food Lion Lease to a purchaser of the PMB Assets.  Moreover,
the Food Lion Lease is superior to the purported Master Lease and
is not a sublease subject to assumption and assigment by any of
the Debtors.

Food Lion does not object to the cure amount of $0.00 with respect
to the Food Lion Lease.  Because none of the Debtors is a party to
the Food Lion Lease, Food Lion could not enforce a cure amount
against the Debtors.

                        About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  DBSI and 145 of its affiliates
filed for Chapter 11 protection on Nov. 10, 2008 (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of between $100 million and $500 million each.


DECORATING UNLIMITED: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Decorating Unlimited, Inc.
        4601 Monona Drive, Suite 102
        Monona, WI 53716

Bankruptcy Case No.: 09-10163

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin,

Judge: Robert D. Martin

Debtor's Counsel: Mark Bromley, Esq.
                  Bromley & Nason
                  W5838 Greening Road
                  Whitewater, WI 53190-4026
                  Tel: (262) 495-8530
                  Fax: (262) 495-8532
                  Email: bromley.mark@gmail.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-10163.pdf

The petition was signed by Lisa Parks, President of the company.


DHC GROUP: A.M. Best Affirms B- Financial Strength Rating
---------------------------------------------------------
A.M. Best Co. affirmed on January 15, 2009, the financial strength
rating (FSR) of B- (Fair) and issuer credit ratings (ICR) of "bb-"
of DHC Group (Long Beach, CA) and its members. The outlook for
both ratings is stable.

Ultimate financial control of DHC Group and its members rests with
Covanta Holding Corporation [NYSE: CVA], a publicly held waste
disposal, energy services and specialty insurance holding company.

The ratings reflect DHC Group's negative operating results,
weakened liquidity position and decline in policyholder surplus.
Offsetting these rating factors are management's initiatives to
improve operating income through a focus on specialty automobile
and surety business.

Significant underwriting losses over several years were the result
of inadequate rates in DHC Group's core lines of business, rising
loss costs, significant adverse loss reserve development and an
above average underwriting expense ratio. As a result of
substantial operating losses, surplus has deteriorated from
historical levels.

As part of the strategies to reverse DHC Group's negative trends,
management withdrew from historically unprofitable lines of
business and states. Additional efforts include further
development of the group's surety division, a new automobile
program and investments in technology.

The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for DHC
Group and its following pooled members:

-- National American Insurance Company of California
-- Danielson National Insurance Company
-- Danielson Insurance Company


DISH NETWORK: Fitch Affirms Issuer Default Rating at 'BB-'
----------------------------------------------------------
Fitch Ratings affirms the 'BB-' Issuer Default Rating assigned to
DISH Network Corporation and its wholly owned subsidiary DISH DBS
Corporation.  Fitch has also affirmed the 'BB-' rating assigned to
the senior unsecured notes issued by DDBS Corporation.

Approximately $6 billion of debt as of the end of the third
quarter of 2008 is affected by Fitch's action.  The Rating Outlook
has been revised to Negative from Stable.

The Negative Rating Outlook reflects DISH's deteriorating
operating profile and eroding competitive position in an
increasing competitive environment and the company's strained
liquidity position which Fitch expects could be further pressured
by the uncertainty related to the resolution of the Tivo, Inc.
litigation and the capital requirements related to a potential
investment in a wireless network.

DISH's operating profile is centered on its maturing video service
offering and lacks the revenue diversity and revenue growth
opportunities relative to its cable multiple system operator and
growing telephone company competition.  In addition DISH has
positioned its brand as a low cost provider, which when combined
with high subscriber churn levels results in subscriber base that
is less valuable (based on lifetime revenue and EBITDA
perspective) and more vulnerable to economic conditions.  From
Fitch's perspective, DISH's operating strategy has weakened its
competitive position as the multichannel video distribution market
continues to be driven by the bundling strategy of services, led
by the widespread availability of the 'Triple Play' service from
cable MSOs and telephone companies.

Fitch believes that the effects of growing competition, the
economic recession and increased subscriber churn rates will weigh
on DISH's operating results during 2009, likely resulting in lower
gross additions, sluggish average revenue per user growth rates,
increasing customer retention spending and limit operating margin
expansion.  The lower level of gross additions and the resultant
reduction of absolute subscriber acquisition expenses can provide
DISH with a short-term impetus to increase operating margins.
However Fitch expects this effect to be offset by higher customer
retention and service spending as well as higher costs related to
satellite transmission expenses and equipment purchases in
connection with the spin-off of assets to EchoStar.

Key to DISH's continued EBITDA and free cash flow growth is its
ability to control subscriber churn while balancing retention
spending and new customer acquisition costs with overall
subscriber profitability.  Subscriber churn increased 8 basis
points during the third quarter of 2008 relative to the same
period last year to 2.02%, which when combined with an 8.7% year-
over-year reduction of gross additions, led to a subscriber
decline of 10,000 during the third quarter.  The higher churn rate
continues to be driven by a combination of economic, competitive
and operational factors, including piracy and fraud.  In Fitch's
opinion, some of these factors, such as higher non-pay disconnects
and decreased customer satisfaction, appear to require longer-term
fixes, and churn may remain elevated for an extended period of
time, reflecting the company's relatively weak competitive
position.  Additionally, in a high subscriber churn environment,
Fitch believes that it may prove difficult for DISH to expand ARPU
as the company uses price discounts to drive subscriber volume.

Fitch believes that DISH's liquidity position is constrained given
the company's large cash requirements during 2008.  Significant
uses of cash during the first nine months of 2008 include: the
transfer of approximately $1.5 billion of cash and marketable
securities to EchoStar Corporation in connection with the spin-
off, $712 million related to DISH's acquisition of 700 MHz
spectrum in the FCC's auction, $500 million related to the
redemption of the company's 3% subordinated convertible notes due
2010.  Additionally during the fourth quarter of 2008, DISH used
additional cash to fund the redemption of DDBS's 5.75% senior
notes ($971 million) and the settlement related to the Tivo
litigation ($105 million of restricted cash was released from an
escrow account).  These cash uses were partially offset by the
issuance of $750 million of senior notes and free cash flow
generation.

As of Sept. 30, 2008, DISH had a total of approximately
$1.4 billion of cash and marketable securities. Considering DISH's
use of approximately $971.6 million of cash to retire DDBS's 5.75%
senior notes due 2008, the company's pro forma cash and marketable
security position as of Sept. 30, 2008 is approximately $461
million.  This amount of cash is materially below historical
levels, and the company does not maintain a revolver.  Fitch's
concern is tempered somewhat given Fitch's expectations that DISH
will generate a material amount of free cash flow during 2009 and
that there are no material scheduled maturities during 2009 and
2010.

The operating leverage derived from the growth of DISH's
subscriber base, combined with lower capital expenditures, has
translated into strong free cash flow growth.  Free cash flow
generation during the last twelve months period ended Sept. 30,
2008, was approximately $1.3 billion reflecting a 13% increase
relative to free cash flow generation during 2007.  Fitch expects
DISH to generate in excess of $1 billion of free cash flow during
2009.  However, growth in free cash flow generation will be
tempered somewhat as DISH, as of the second quarter of 2008, is a
full cash tax payer to the U.S. government.

Overall, the ratings reflect the operating leverage derived from
DISH's size and scale as the third-largest multichannel video
programming distributor in the U.S., and Fitch's expectation for
continued free cash flow generation.

DISH's leverage for the LTM period ending Sept. 30, 2008 improved
to 1.95 times, reflecting a modest reduction from 2.08x as of year
end 2007.  Considering the redemption of DDBS's 5.75% senior notes
in October 2008, pro forma LTM leverage as of Sept. 30, 2008 was
1.6x.  In the absence of a wireless network investment or debt
financed shareholder friendly actions, Fitch expects that DISH's
leverage will continue to strengthen over the ratings horizon.
Fitch anticipates that DISH's leverage as of year end 2009 will
approach 1.5x.

Factors that could contribute to a stabilization of the rating
outlook include a determination that DISH's liquidity position is
balanced with cash requirements, free cash flow expectations, and
capital market access, further clarity surrounding potential cash
requirements related to the Tivo litigation and wireless network
strategy, and sustainable positive trends in operating results,
particularly subscriber churn.

Fitch Ratings has affirmed the IDRs and the individual issue
ratings of DISH and its subsidiaries as outlined below:

DISH Network Corporation

  -- IDR at 'BB-'.

DISH DBS Corporation

  -- IDR at 'BB-';
  -- Senior Unsecured Notes at 'BB-'.

The Rating Outlook has been revised to Negative from Stable.


DILIP RAM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dilip K. Ram
        aka Philip K. Ram
        Hazel S. Ram
        Hazel S. Hope
        517 12th Street
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 09-11167

Chapter 11 Petition Date: January 21, 2009

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Matthew A. Lesnick, Esq.
                  Matthew A. Lesnick, Attorney at Law
                  185 Pier Ave., Ste. 103
                  Santa Monica, CA 90405
                  Tel: (310) 396-0964
                  Fax: (310) 396-0963
                  matt@lesnicklaw.com

Estimated Assets: $1 million to $10

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cathay Bank                    guaranty          $68,298,494
Attn: Eddie Chang
250 S. Atlantic Blvd. 2nd flr.
Monterey Park, CA 91754
Tel: (626) 284-9686

Countrywide Financial          guaranty          $34,390,193
Attn: David Kegaries
4500 Park Granada
Calabasas, CA 91302
Tel: (213) 621-3617

Preferreed Bank                guaranty         $23,638,847
Attn: John Nixon
601 S. Figueroa St., 29th
Floor
Los Angeles, CA 90017

Wells Fargo Bank               guaranty         $22,850,000
Attn: John Ferguson
420 Montgomery Street
San Francisco, CA 94104
Tel: (949) 251-4310

Bank of America                guaranty         $18,359,975
Attn: David Kegaries
101 N. Tyron
Charlotte, NC 28255
Tel: (213) 621-3617

Macquarie Bank                 guaranty         $15,000,000
Attn: Jaybin Henderson
10100 Santa Monica Blvd.
2nd Floor, Suite 250
Los Angeles, CA 90067
Tel: (310) 789-5600

Arbor Realty Mortgage          guaranty         $11,522,315
Securities
2005-1 Ltd.
333 Earle Ovington Blvd.
Suite 900
Uniondable, NY 11553
Tel: (516) 832-6589

America First Credit Union     guaranty         $8,950,000
attn: Dave Christensen
1344 W. 4675 S.
Riverdale, UT 84405
Tel: (801) 827-8605

Gray1 CPB, LLC                 guaranty         $8,007,000
Attn: William Hamlin
550 West C. St., Suite 14709
San Diego, CA 92101
Tel: (619) 544-9100

Wachovia Bank                  guaranty         $7,103,000
attn: Kenneth D. Fox
15750 Alton Parkway
Irvine, CA 92618

First Community Bank           guaranty         $7,085,303
Attn: Mark Paterson
438 First Street
Santa Rosa, CA 95401
Tel: (801) 424-7981

Chinatrust Bank USA            guaranty         $6,171,563
22939 Hawthorne Blvd.
Torrance, CA 90505
Tel: (626) 913-8815

San Luis Trust Bank            guaranty         $5,631,770
1001 Marsh Street
San Luis Obispo, CA 93401
Tel:  (805) 541-9200

Robert Nolan                   guaranty         $5,366,667
211 Culver Blvd., Ste. T
Playa Del Rey, CA 90293
Te: (310) 821-0921

First Republic Bank            guaranty         $3,742,155
Attn: Lisa Lemons
11 Pine St.
San Francisco, CA 94111

Abraham Iny                    lawsuit          $2,350,000
15910 Ventura Blvd.
Suite 1729
Encino, CA 91436
Tel: (310) 887-1850

Neil Miller                    lawsuit          $2,350,000
2790 Forrester Dr.
Los Angeles, CA 90064
Tel: (310) 887-1850

Zebrack Group                  loan             $1,535,307
2029 S. Sepulveda Blvd.
2nd Floor
Los Angeles, CA 90025
Tel: (310) 277-7300

Pacific Commerce Bank          loan             $1,000,000
Attn: Cliff Nielson
420 East 3rd St., Ste. 100
Los Angeles, CA 90013
Tel: (213) 417-0155

MR Development Co. LLC         guaranty         $1,000,000
Attn: Nate Walker
19456 Ventura Blvd.
Tarzana, CA 91356
Tel: (818) 344-7171


DMMW INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DMMW, Inc.
        C/O Glenn D. McGogney, Esquire
        2239 PA Route 309, 1st Floor
        Orefield, PA 18069

Bankruptcy Case No.: 09-20033

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Gerald M. Barr, Esq.
                  Barr & McGogney
                  2239 PA Route 309, First Floor
                  Orefield, PA 18069
                  Tel: (610) 398-5398
                  Fax: 610-398-5399
                  Email: mclose@ptd.net

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

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

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

The petition was signed by Anthony Dippolito, Vice President and
Treasurer of the company.


DOLE FOOD: Bank Loan Sells at 24% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Dole Food is a
borrower traded in the secondary market at 75.69 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.97 percentage points
from the previous week, the Journal relates.  Dole Food pays
interest at 175 points above LIBOR.  The loan matures April 5,
2013. The bank loan carries Moody's Ba3 rating and Standard &
Poor's B+ rating.

                       About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.


E.J. STEWART: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: E.J. Stewart Electric, Inc.
        3651 Hill Road
        Parsippany, NJ 07054

Bankruptcy Case No.: 09-10666

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal
                  One Gateway Center
                  8th Floor
                  Newark, NJ 07102
                  Tel: (973) 621-9020
                  Email: rbhonig@hlgslaw.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-10666.pdf

The petition was signed by Robert P. McCloskey, President of the
company.


EDELWEISS CAPITAL: Moody's Downgrades Ratings on Two Classes
------------------------------------------------------------
Moody's Investors Service announced it has downgraded its ratings
on two classes of notes issued by Edelweiss Capital Plc.

This synthetic CDO refers to a portfolio of Equity Default Swaps.
The portfolio comprises 60 EDS in the so-called "Risk Portfolio",
on which the SPV is protection seller, and 60 in the so-called
"Insurance Portfolio", on which the SPV is protection buyer.  At
maturity of the transaction (in 4.3 years), the number of Net
Equity Events (i.e. the difference in number of Equity Events in
the Risk Portfolio and in the Insurance Portfolio) defines the
amount of loss to be paid by the SPV to the protection buyer.

The number of Net Equity Events is the total number of Hits
experienced in the Risk Portfolio less the total number of Hits
experienced in the Insurance Portfolio.  During the equity
observation period (described below), each reference entity's
stock price is observed on a weekly basis.  A Hit is recorded if
the spot is below 35% of the reference entity's initial stock
price.  The protection amount paid by the SPV to the protection
buyer then corresponds to one tenth of the reference entity's
initial notional amount.  In other words, the protection buyer
will get the full protection amount related to one reference
entity if, within the observation period, the related stock price
is below 35% of the price at closing for ten weeks or more.

The primary performance indicator of an EDS is the Barrier, which
is the Initial Barrier multiplied by the ratio of the EDS Price at
closing and its Current Price.  Note that stock prices are
adjusted when corporate actions affect a reference entity
according to the ISDA Equity Derivatives Definitions.  The Initial
Barrier (i.e. the Barrier at closing) was set at 35% for all
underlying swaps, and Barriers are computed using the 50-day
moving average stock price.  The ratings actions are the results
of an adverse evolution of the underlying portfolio shares, which
may be illustrated by looking at the average of the Barriers
(capped at 100%) for each of the two portfolios.  In general, if
the transaction is performing, the difference between the average
Barrier of the Risk and Insurances portfolios should not widen
when being negative.

In January 2009, the average of the Barriers for the Risk
Portfolio was 76% (resp. 55% for the Insurance Portfolio).  In
September 2008, the same indicator was 52% for the Risk Portfolio
(resp. 41% for the Insurance Portfolio).  The difference between
the average Barrier for the Risk and the Insurance Portfolio hence
deteriorated since September 2008 (from -11% to -21%.)
As a consequence, should all stock prices remain the same until
maturity, two tranches would be wiped-out -- note that this
information may be subject to marginal evolution due to late
substitutions, moving-average calculation and actual determination
of losses.  The Equity Events observation period will start in May
2010 and will last until the maturity of the transaction, such
that no Equity Event related losses have occurred at this stage.

The rating actions are:

Edelweiss Capital - Series 2007-2:

(1) Class D$ Series 2007-2 Asset-Backed Floating Rate Notes due
2013

  -- Current Rating: Caa2
  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

Edelweiss Capital - Series 2007-2:

(2) Class A? Series 2007-2 Asset-Backed Floating Rate Notes due
2013

  -- Current Rating: Caa2
  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Action Date: 10 October 2008, downgraded and
     left under review

                Moody's Main Eds Rating Methodology

Moody's approach to modeling portfolio of Equity Default Swaps at
closing can be broadly summarized in three steps.

Moody's identified three stock market regimes that display
significantly different behaviors both in terms of likelihood of
stock prices collapse and correlation structure: these are the
Normal, Stress or Crash regimes, each with a related probability
of occurrence.

Then for each EDS and in each market regime, Moody's inferred,
with the support of various statistical studies, a probability of
the threshold being hit based on: (i) the initial rating of the
reference entity, (ii) the maturity of the transaction and (iii)
the threshold level (between 10% and 40%).

Finally, the dependency structure (i.e., correlation) between EDS
was defined -- it is mainly driven by equity return correlation
and adjusted according to (i) the market regime, (ii) the
industrial sector and (iii) the geographical area.

The Monte Carlo method is the most suitable to rate synthetic CDO
transactions, including EDS, as it allows to take into account
global and industry correlations, and portfolio heterogeneity - in
terms of triggers, ratings or amounts.  In each Monte Carlo trial,
entities are modeled separately - subject to the correlation
structure determined above -- while distressed Equity Events and
recovery rate upon trigger being hit are simulated. Cumulative
losses are then computed on the rated tranches.

The monitoring process is consistent with the rating methodology
described above.  Among other components, the monitoring committee
reviews the result of two modeling approaches and three loss
scenarios.

For entities whose Barrier is above 40%, the two approaches
considered relate to the computation of the probability of hitting
the trigger and are these:

  - In the first one, this probability is derived from a
    statistical analysis of world-wide indices;

  - In the second one, it is derived from a stochastic simulation
    whose primary driver is the implied volatility obtained from
    the option market.

The three loss scenarios considered in the determination of the
rating are:

  - One central loss scenario estimates the loss for each tranche
    based on the current share levels at maturity;

  - Two alternative scenarios account respectively for a 20%
    increase and a 20% decrease of all stock prices together.

Finally, the result of the monitoring model described above has
been floored to Caa1 (respectively Caa2, Caa3) for tranches for
which the central loss scenario predicts no loss (respectively
partial loss, wipe-out.)  The floor is set one notch higher for
tranches for which the Equity Events observation period has not
yet started.

Moody's will continue to monitor the transaction on a regular
basis.


EL POLLO: Moody's Matches S&P on Downgrade
------------------------------------------
El Pollo Loco Inc., an operator or franchiser of 411 flame-
grilled chicken restaurants, received a downgrade January 20 from
Moody's Investors Service to match the demotion in December from
Standard & Poor's, Bill Rochelle of Bloomberg News reports.

As reported in the Jan. 22 issue of the Troubled Company Reporter,
Moody's downgraded El Pollo'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 downgrades, according to
the ratings agency, 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.  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.

Standard & Poor's Ratings Services said it lowered the corporate
credit rating on Costa Mesa, California-based El Pollo Loco Inc.
to 'CCC+' from 'B-'.  "The downgrade reflects the limited cushion
over financial covenants despite available cash balances at the
company and its parent, Chicken Acquisition Corp.," said S&P's
credit analyst Charles Pinson-Rose.

Costa Mesa, California-based El Pollo Loco had been part of the
prepackaged Chapter 11 filing in late 1997 by its then- parent
Flagstar Cos.


EMERALD CAY: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Emerald Cay Investments, LLC
        232 N. Indian Rocks Rd.
        Largo, FL 33770

Bankruptcy Case No.: 09-00453

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-00453.pdf

The petition was signed by Daniel E. Harper, Manager of the
company.


EQUITY MEDIA HOLDINGS: Court Consolidates 52 Units' Cases
---------------------------------------------------------
The Hon. James G. Mixon of the United States Bankruptcy Court for
the Eastern District of Arkansas in Little Rock issued an order
directing the procedural consolidation and joint administration of
the bankruptcy cases of Equity Media Holdings Corporation and its
affiliates and subsidiaries.

Equity Media Holdings filed for Chapter 11 bankruptcy protection
on December 8, 2008.  A slew of affiliates filed separate Chapter
11 petitions on December 16, 2008.

The bankruptcy cases are jointly administered for procedural
purposes under Lead Case No. 08-17646.

The 52 member cases are:

   Debtor-Affiliate                    Case Number
   ----------------                    -----------
   ARKANSAS 49, INC.                     08-17869
   EBC DETROIT, INC.                     08-17870
   EBC HARRISON, INC.                    08-17871
   BORGER BROADCASTING, INC.             08-17872
   EBC JACKSONVILLE, INC.                08-17873
   C.A.S.H. SERVICES, INC.               08-17874
   EBC KANSAS CITY, INC.                 08-17875
   EQUITY NEWS SERVICES, INC.            08-17876
   EBC LOS ANGELES, INC.                 08-17877
   DENVER BROADCASTING, INC.             08-17878
   EBC MINNEAPOLIS, INC.                 08-17879
   EBC ATLANTA, INC.                     08-17880
   EBC NASHVILLE, INC.                   08-17881
   EBC PANAMA CITY, INC.                 08-17882
   EBC BUFFALO, INC.                     08-17883
   FORT SMITH 46, INC.                   08-17884
   LOGAN 12, INC.                        08-17885
   MARQUETTE BROADCASTING, INC.          08-17886
   NEVADA CHANNEL 3, INC.                08-17887
   NEVADA CHANNEL 6, INC.                08-17888
   NEWMONT BROADCASTING CORPORATION      08-17889
   EBC PROVO, INC.                       08-17890
   PRICE BROADCASTING, INC.              08-17891
   PULLMAN BROADCASTING, INC.            08-17892
   EBC SCOTTSBLUFF, INC.                 08-17893
   REP PLUS, INC.                        08-17894
   EBC SEATTLE, INC.                     08-17895
   RIVER CITY BROADCASTING, INC.         08-17896
   EBC SOUTHWEST FLORIDA, INC.           08-17897
   ROSEBURG BROADCASTING, INC.           08-17898
   TV 34, INC.                           08-17899
   EBC SYRACUSE, INC.                    08-17900
   EBC POCATELLO, INC.                   08-17901
   EBC ST. LOUIS, INC.                   08-17902
   EBC WATERLOO, INC.                    08-17903
   LA GRANDE BROADCASTING, INC.          08-17904
   MONTGOMERY 22, INC.                   08-17905
   SHAWNEE BROADCASTING, INC.            08-17906
   EBC WACO, INC.                        08-17907
   VERNAL BROADCASTING, INC.             08-17908
   WYOMING CHANNEL 2, INC.               08-17909
   H&H PROPERTIES LIMITED PARTNERSHIP    08-17910
   WOODWARD BROADCASTING, INC.           08-17911
   MONTANA BROADCASTING GROUP, INC.      08-17912
   CENTRAL ARKANSAS PAYROLL COMPANY      08-17913
   MONTANA LICENSE SUB, INC.             08-17914
   EQUITY BROADCASTING CORPORATION       08-17915
   EQUITY INSURANCE INC.                 08-17916
   KLRA, INC.                            08-17917
   EBC MT. VERNON, INC.                  08-17918
   EBC WICHITA FALLS, INC.               08-17919
   EBC BOISE, INC.                       08-17920

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operates 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The company was
founded in 1998.  The company filed for Chapter 11 protection on
Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646).  Patrick J.
Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and
James F. Dowden, Esq., in Little Rock, Arizona, represents the
company in its restructuring effort.  The company listed assets of
$100,000,000 to $500,000,000 and debts of $50,000,000 to
$100,000,000.


EVA-TONE INC: Seeks to Sell Optical Disc Assets to D-Tech
---------------------------------------------------------
Tampa Bay Business Journal reports that Eva-tone Inc. is seeking
the U.S. Bankruptcy Court for the Middle District of Florida's
permission to sell its optical disc assets to D-Tech USA LLC.

Court documents say that Eva-Tone's optical disc business includes
manufacturing and writing products -- CDs and DVDs -- and
providing packaging of the products.

According to court documents, the proposed sale would include
$300,000 for customer "good will," a royalty paid for discs sold
over a designated threshold and other compensation.  Tampa Bay
Business states that Eva-Tone's client list and inventory of raw
material associated with the optical disc business would also be
sold.

Tampa Bay Business relates that Eva-Tone projected revenue of
$28 million for 2008.  According to court documents, about
$12 million of that projected revenue would come from the sale of
optical disc products.  Court documents say that decreases in
sales of optical disc products are the main cause of Eva-Tone's
dropping revenue, as clients are instead using the Internet to
distribute products and services.  Half of Eva-Tone's expenses is
associated with the optical disc business, the documents state.

According to Tampa Bay Business, Eva-Tone also has filed a notice
with the state that it will lay off 107 workers in March 2009.
The report says that Eva-Tone had 200 employees in November 2008.
The report states that it is unclear how many workers there are in
Eva-Tone's optical disc business segment.  Court documents say
that Eva-Tone will retain Carl Evans as CEO, and some other
employees if the sale is closed.

Headquartered in Clearwater, Florida, Eva-tone Inc. --
http://www.evatone.com-- offers audio duplication, compact
disc and CD-ROM replication.  The company filed for Chapter 11
protection on November 3, 2008 (Bankr. M.D. Fla. Case No.
08-17445).  Rod Anderson, Esq., at Holland & Knight LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $10 million and
$50 million each.


EXCHANGE INSURANCE: A.M. Best Cuts Financial Strength Rating to B
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B++ (Good) and the issuer credit rating to "bb" from
"bbb+" of The Exchange Insurance Company Limited (Exchange)
(United Kingdom). The ratings remain under review, but the
implications of the review have been revised to developing from
negative.

The ratings of Exchange have been downgraded following the failure
to complete the sale of a 50% stake in the company to an external
investor. (See related press release dated 10 November 2008). The
revised ratings reflect weakening in Exchange's risk-adjusted
capitalization due to the recent decline in the UK property
market. This has led to increased claims volume from the exchange
bonds issued by the company, delays in receiving recoveries from
property purchasers who do not complete transactions and higher
than expected write-offs of these recoveries.

Exchange has entered into negotiations with other external
investors to raise capital, and the ratings remain under review
pending resolution of these discussions. If the company succeeds
in raising additional capital, an upgrade is possible. However,
should the current negotiations fail, a further downgrade is
likely. A.M. Best expects to complete its review of the rating by
the end of February.


EXTERRA ENERGY: Posts $1.5 Mil. Net Loss for Qtr. Ended Nov. 30
---------------------------------------------------------------
Exterra Energy Inc. Chief Executive Officer John Punzo disclosed
in a regulatory filing dated January 20, 2008, that pursuant to
the recent and ongoing decline in the price of oil and natural
gas, the company has exhausted its financial resources.  "In
addition, the collapse of the worldwide financial markets has
largely prevented the company from acquiring new financing.
Therefore, substantial doubt exists as to whether our company can
continue as a going concern."

As of November 30, 2008, Exterra had cash of $37,851 and negative
working capital of $1,773,271.  This compares to cash of $9,190
and negative working capital of $1,606,489 as of May 31, 2008.

Debts outstanding at November 30, 2008, are:

   (1)  Note payable to purchase oil and gas properties $200,000
   (2)  Convertible loans $367,500
   (3)  Note payable to Coventry Capital $462,125

Total debt outstanding is $1,029,625.

According to Mr. Punzo, the Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs
and has defaulted on certain outstanding notes payable.   "The
ability of the company to continue as a going concern is dependent
on the Company obtaining adequate capital to fund operating losses
until it becomes profitable and to settle or restructure its
outstanding past due notes payable.  If the company is unable to
obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the company will need,
among other things, additional capital resources. Management's
plans to obtain such resources for the company include obtaining
capital from management and significant shareholders sufficient to
meet its minimal operating expenses.  However, management cannot
provide any assurances that the company will be successful in
accomplishing any of its plans."

As of November 30, 2008, the company's balance sheet showed total
assets of $4,003,823, total liabilities of $1,942,097, and total
stockholders' equity of $2,061,726.

Net loss for the three months ended November 30, 2008, was
$1,577,182 compared with a net loss of $5,277,445 for the same
period a year earlier.  "The decrease is primarily attributable to
the $4,548,753 decrease in consulting fees for the three months
ended November 30, 2008, as compared to 2007," Mr. Punzo said.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3885

                      About Exterra Energy

Exterra Energy Inc. was incorporated in the State of Nevada on
February 3, 2006, as Green Gold Incorporated.  On July 17, 2007,
Green Gold Incorporated changed its name to Exterra Energy Inc.
Exterra is an independent oil and gas exploration and development
company focused on building and revitalizing a diversified
portfolio of oil and gas assets located in the State of Texas.


FILENE'S BASEMENT: Will Close Tysons Corner Store in February
-------------------------------------------------------------
Tucker Echols at Washington Business Journal reports that Filene's
Basement Corp. employees confirmed that the company will close its
Tysons Corner store on Feb. 28, as part of its plan to shut down
11 of its 36 locations.

According to Washington Business, Filene's Basement will also
close three locations in the Baltimore area.  The report says that
managers at the Columbia, Hunt Valley, and Towson locations
confirmed that the stores would close, although they weren't given
an exact date.  The stores could close by the end of next month,
the report states, citing managers at the Towson and Columbia
locations.

The Boston Globe relates that the closures were due to Filene's
Basement's failure to negotiate rent reductions.  The report
quoted Julie Davis -- general counsel of Filene's Basement parent
company Retail Ventures Inc. -- as saying, "We're still hoping
there are some landlord negotiations that might help us keep
stores."

According to The Boston Globe, Filene's Basement will close:

     -- stores in Framingham, Massachusetts;
     -- three stores in Maryland,
     -- two stores in Illinois;
     -- two stores in Pennsylvania;
     -- a store in New Jersey;
     -- a store in New York; and
     -- a store in Virginia.

Filene's Basement posted on its Web site that D.C.'s three
locations and the Rockville store will remain open along with the
store in Baltimore's Inner Harbor.

Filene's Basement Corp. filed for Chapter 11 bankruptcy protection
in August 1999.

As reported by the Troubled Company Reporter on Oct. 23, 2000, the
U.S. Bankruptcy Court confirmed Filene's Basement's Amended Joint
Plan of Liquidation, filed on June 16, 2000.  The company's
related Disclosure Statement received Court approval of Sept. 5,
2000.


FILM FACTORY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Film Factory, LLC
        1924 Burgundy St.
        New Orleans, LA 70116

Bankruptcy Case No.: 09-10103

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Richard W. Martinez, Esq.
                  8641 United Plaza Blvd., Suite 200
                  Baton Rouge, LA 70809
                  Tel: (225) 926-5766
                  Fax: (225) 926-5577
                  Email: richard@rwmaplc.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/laeb09-10103.pdf

The petition was signed by Kimberly Calhoun Anderson, Member and
Manager of the company.


FOLLEY-GANNON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Folley-Gannon, Inc.
        5516 Boulder Hwy, Suite 2F (382)
        Las Vegas, NV 89122

Bankruptcy Case No.: 09-10042

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: John D. Faucher, Esq.
                  Hurlbett & Faucher
                  3324 State St., Santa Barbara, CA 93105
                  Tel: (805) 963-9111
                  Fax: (805) 963-2209
                  Email: j.d.faucher@sbcglobal.net

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

Estimated Debts: $0 to $50,000

The petition was signed by Madeleine Winn, president of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/ccb09-10042.pdf


FORD MOTOR: Bank Loan Sells at 62% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor is a
borrower traded in the secondary market at 37.69 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a decrease of 5.68 percentage points
from the previous week, the Journal relates.  Ford pays interest
at 300 points above LIBOR.  The loan matures December 5, 2013.
The bank loan carries Moody's B2 rating and Standard & Poor's CCC+
rating.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 47.64
cents-on-the-dollar during the week ended January 16, 2009,
representing a decrease of 3.92 percentage points from the
previous week.  GM pays interest at 275 points above LIBOR.  The
loan matures November 27, 2013.  The bank loan carries Moody's B3
rating and Standard & Poor's CCC rating.

                     About Ford Motor Co.

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

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

                         *     *     *

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FREMONT GENERAL: Court OKs KPMG Corp. as Financial Advisor
----------------------------------------------------------
Fremont General Corp., doing business primarily through its
indirect wholly-owned operating subsidiary, Fremont Reorganizing
Corp. (formerly known as Fremont Investment & Loan), reported that
that it received approval from the United States Bankruptcy Court
for the Central District of California, Santa Ana Division, to
engage KPMG Corporate Finance LLC, a subsidiary of KPMG LLP (UK),
as its financial advisor to locate potential acquirors of the
company and its remaining assets and liabilities, as well as to
provide other related business and financial services through Feb.
15, 2009, subject to possible extension pursuant to the terms of
the engagement.

If the company successfully identifies and agrees to terms with a
potential acquiror, it is expected that such proposed acquisition
transaction will provide a basis for the submission to the
Bankruptcy Court for a plan of reorganization by the company and
the potential acquiror, as the sponsor of such plan of
reorganization.  There is no assurance that KPMG Corporate Finance
LLC or the company will find an interested party to acquire the
company and its remaining assets and liabilities, that the company
will agree to terms with any such potential acquiror of the
company, or that the company and any potential acquiror will be
able to develop and receive approval of a plan of reorganization
from the Bankruptcy Court.

               About KPMG Corporate Finance LLC

KPMG Corporate Finance LLC -- http://www.kpmgcorporatefinance.com
-- provides a full suite of investment banking and advisory
services to its domestic and international clients.

                    About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


FRITZSCH CUSTOM: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fritzsch Custom Builders, LLC
        c/o Robert Fritzsch
        494 Stanley Ave
        Cincinnati, OH 45226

Bankruptcy Case No.: 09-10083

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: John A. Schuh, Esq.
                  2662 Madison Road
                  Cincinnati, OH 45208-1332
                  Tel: (513) 321-2662
                  Email: jaschuhohecf@nuvox.net

Total Assets: $1,002,500.00

Total Debts: $1,523,519.00

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohsb09-10083.pdf

The petition was signed by Robert Fritzsch, Sole Member of the
company.


GATEHOUSE MEDIA: Bank Loan Sells at 80% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media is
a borrower traded in the secondary market at 19.50 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a increase of 2.57 percentage points
from the previous week, the Journal relates.  The loan matures
February 27, 2014.  The bank loan carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.

As reported by the Troubled Company Reporter on January 16, 2009,
the bank loan traded at 16.93 cents-on-the-dollar during the week
ended January 9, 2009.  The bank loan sold for 12.60 cents-on-the-
dollar during the week ended January 2, 2009; and 14.40 cents-on-
the-dollar during the week ended December 12, 2008.

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

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


GENERAL MOTORS: Bank Loan Sells at 52% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 47.64 cents-
on-the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a decrease of 3.92 percentage
points from the previous week, the Journal relates.  GM pays
interest at 275 points above LIBOR.  The loan matures November 27,
2013.  The bank loan carries Moody's B3 rating and Standard &
Poor's CCC rating.

Meanwhile, participations in a syndicated loan under which Ford
Motor is a borrower traded in the secondary market at 37.69 cents-
on-the-dollar during the week ended January 16, 2009, representing
a decrease of 5.68 percentage points from the previous week.  Ford
pays interest at 300 points above LIBOR.  The loan matures
December 5, 2013.  The bank loan carries Moody's B2 rating and
Standard & Poor's CCC+ rating.


                   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.

                       *     *     *

Standard & Poor's Ratings Services in December 2008 lowered its
issue-level ratings on the unsecured debt of General Motors Co.
and General Motors of Canada Ltd. to 'C' from 'CC'.  At the same
time, S&P revised its recovery rating on GM's debt to '6' from
'4', indicating that lenders can expect to receive negligible (0
to 10%) recovery in the event of a payment default.  The rating
actions reflect GM's planned receipt of up to US$13.4 billion of
U.S. government loans, plus another approximately US$2.5 billion
from the Canadian and Ontario governments.  In addition, Germany
and Sweden have signaled that they may make loans to GM units in
those countries, which would further diminish the value to
unsecured creditors of the equity in foreign subsidiaries.


GENERAL MOTORS: SEC Drops Accounting Irregularity Charge
--------------------------------------------------------
John D. Stoll and Kara Scannell at The Wall Street Journal report
that General Motors Corp. has settled a complaint on the company's
alleged accounting missteps, ending a probe that the U.S.
Securities and Exchange Commission has launched on the firm.

According to WSJ, the accounting misstep allegations included
disclosures related to pensions, derivatives, and precious metals.
The report says that the SEC had been investigating GM's
accounting practices since 2004.  It filed charges against GM for
allegedly maintaining inaccurate books and records and having
inadequate internal records and for allegedly making "material
misstatements or omissions" in an annual report, the report
states.

Citing the SEC, WSJ relates that GM allegedly made material
misstatements in its 2002 annual report filed with the SEC and
that it didn't properly disclose two "critical" pension estimates.
WSJ states that GM inflated 2003 pretax earnings by $680 million
by allegedly using the wrong expected pension returns.  The SEC,
says WSJ, accused GM of failing to "disclose material information
about the timing and amount of its projected cash contributions to
its pension plans to avoid variable rate premiums to the Pension
Benefit Guaranty Corp and the impact such actions might have on
its liquidity and capital resources."

WSJ reports that other allegations made by the SEC are:

     -- GM improperly accounted for a $97 million transaction
        involving the sale and repurchase of precious metals;

     -- GM prematurely recognized a $100 million signing bonus it
        received for entering into a railroad shipping contract;
        and

     -- GM improperly accounted for two types of derivatives
        contracts.

WSJ relates that GM spokesperson Tom Wilkinson said that the
company settled the matter without paying penalties and that the
settlement closes all matters related to SEC probes.  The SEC said
in a statement that GM settled the charges without admitting or
denying them, but agreed to not breach certain securities rules
again.  The SEC said in the statement, "GM has publicly
acknowledged deficiencies that led to accounting errors in the
past.  GM has already taken substantial steps to address these
issues, as described in its public filings, including the
restatement of certain accounting errors and the enhancement of
its internal control process."

According to WSJ, GM has already restated several years' worth of
earnings due to accounting errors at the firm and its lending arm
GMAC LLC.

          UAW Eyes Agreement on Concessions in February

Jeff Bennett at WSJ relates that United Auto Workers President Ron
Gettelfinger said that it will reach in February an agreement to
give the U.S. auto makers more cost concessions.

WSJ quoted Mr. Gettelfinger as saying, "I feel comfortable with
the Feb. 17 deadline.  If that is the date we have to be there,
then we will be there."

According to WSJ, Mr. Gettelfinger said that he doesn't expect
hourly wage reductions and the automakers haven't asked for them.

WSJ reports that UAW has already been negotiating with the Obama
administration and may ask for a loosening of the requirements for
the loans.  The report quoted Mr. Gettelfinger as saying, "I think
you will see a meeting coming up very soon between the CEOs of the
Big Three and the Obama administration."

Mr. Gettelfinger, WSJ relates, said that the Chrysler union
headquarters is up for sale.

                   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: Receives $5.4 Billion Loan From Gov't
-----------------------------------------------------
Dow Jones Newswires reports that General Motors Corp. received on
Wednesday a $5.4 billion loan from the U.S. government, the second
installment of a $13.4 billion emergency loan package.

According to Dow Jones, GM had been expecting the loan on Jan. 16,
2009.

GM had said that without the second installment of the government
loan, it wouldn't have sufficient cash to continue operating, Dow
Jones states.

GM, Dow Jones relates, has now received $9.4 billion in loans and
will receive another $4 billion once it submits a restructuring
plan to the government by Feb. 17, 2009.  GM must implement by
March 31, 2009, much of the restructuring required.

GM Chief Operating Officer Fritz Henderson, according to Dow
Jones, said that he is positive that GM will meet the requirements
of the government loan.  While progress is required by Feb. 17,
major initiatives like launching a debt exchange can be
implemented by the March deadline, Dow Jones says, citing
Mr. Henderson.

                       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.


GEORGIA GULF: Bank Loan Sells at 36% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf is a
borrower traded in the secondary market at 63.71 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a decrease of 2.86 percentage points
from the previous week, the Journal relates.  Georgia Gulf pays
interest at 250 points above LIBOR.  The loan matures October 3,
2013. The bank loan carries Moody's Ba3 rating and Standard &
Poor's B rating.

Bloomberg has reported that Georgia Gulf Corp., as well as
industry peers Ineos Group Holdings, Chemtura Corp., are crashing
on a mountain of takeover debt and may follow Lyondell Chemical
Co. into bankruptcy, based on the trading in their bonds shows.

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics. The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds. Its aromatics products are cumene, phenol and
acetone. The Company has four business segments: chlorovinyls;
window and door profiles, and moldings products; outdoor building
products, and aromatics. The chlorovinyls segment includes
chlorine, caustic soda, VCM and vinyl resins and compounds. Its
vinyl-based building and home improvement products are marketed
primarily under the Royal Group brand names, and are managed
within two segments, window and door profiles and moldings
products, and outdoor building products, which include siding,
pipe and pipe fittings, deck, fence and rail products, and outdoor
storage buildings. The aromatics segment includes cumene and the
co-products phenol and acetone


GIA ASSURANCE: Moody's Lowers Ratings on $17 Mil. Notes to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by GIA Investment Grade CDO 2001 Ltd. and insured by
Financial Security Assurance Inc.:

  -- U.S. $381,000,000 Class A-1 Floating Rate Senior Notes Due
     April 1, 2013, downgraded to Aa3; previously rated Aaa, on
     July 21, 2008 placed under review for possible downgrade.

This rating reflects the current insurance financial strength
rating of Financial Security Assurance, Inc., which was downgraded
to Aa3 on November 21, 2008.  The above action is a result of, and
is consistent with, Moody's modified approach to rating structured
finance securities wrapped by financial guarantors as described in
the press release dated November 10, 2008.

In addition, Moody's has also downgraded these notes:

  -- U.S. $17,000,000 Class A-2 Floating Rate Senior Subordinated
     Notes Due April 1, 2013, downgraded to Ba3; previously on
     October 24, 2002 downgraded to Baa3

  -- U.S. $14,000,000 Class B Floating Rate Senior Subordinated
     Notes Due April 1, 2013, downgraded to Caa3; previously on
     October 24, 2002 downgraded to B3.

According to Moody's, these rating actions are a result of the
decline in the average credit rating (as measured through the
weighted average rating factor) of the underlying pool.  Moody's
also observes an increase in the percentage of securities rated
Caa1 and below.

In its analysis, Moody's incorporated its revised default
probability assumptions for all corporate credits in the
underlying portfolio as described in the press release dated
January 15, 2009.


GLOBAL ANACOSTIA: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Global Anacostia, L.L.C.
        1800 Tysons Boulevard, Suite 350
        McLean, VA 22102

Bankruptcy Case No.: 09-10407

Chapter 11 Petition Date: January 21, 2009

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Brian Denton West, Esq.
                  The West Law Group, P.C.
                  1800 Tysons Boulevard, Suite 350
                  McLean, VA 22102
                  Tel: (703) 564-4600

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
HKS Inc.                       unsecured debt    $509,540
Attn: Craig Williams
1919 McKinney Ave.
Dallas, TX 75201
Tel: (214) 969-3055

Gardere, Wynne, Sewelf LLP     unsecured debt    $400,000
Attn: Robert Dyer
3000 Thanksgiving Tower
1601 Elm Street
Dallas, TX 75201
Tel: (214) 999-4574

HDK                            unsecured debt    $36,744
Attn: 3223
3223 Grace Street, NW
Washington, DC 20007
Tel: (202) 339-8795

Watt, Tieder, Hoffer &         unsecured debt    $18,000
Fitzgerald LLP

Powell Goldstein Frazer &      unsecured debt    $11,000
Murphy

Perkins & Will                 unsecured debt    $7,040

The Law Offices of Andrew      unsecured debt    $5,452
Kline
The petition was signed by William E. Lauterback, managing
member.


GLOBAL CROSSING: Moody's Assigns 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
to Global Crossing Limited and a B2 rating to the company's $350
million senior secured term loan.  The preferential access to
realization proceeds provided by the security package allows the
term loan credit facility's rating to be B2, two notches above the
Caa1 CFR. GCL was also assigned a speculative grade liquidity
rating of SGL-3 (indicating adequate liquidity). The ratings
outlook is stable.

GCL's ratings are driven mainly by the Rest of the World segment
(which is comprised primarily of North American operations) based
on the perspective that the company's other substantial key
segments (GC Impsat Holdings I Plc (B2 Stable) and Global Crossing
UK Telecommunications Ltd (B3 Stable)) are somewhat "ring-fenced"
by the combination of their geographic locations and indenture
restrictions.  The rating benefits from the equity position in
these two subsidiaries, and it is also, therefore, somewhat
influenced by their underlying financial performance.  With that
context, the Caa1 CFR considers Rest of the World's growing
revenues and cash flow as a positive factor.  The company has an
attractive niche strategy that benefits from favorable long term
trends.  These strengths are somewhat offset by small scale,
ongoing weak macroeconomic fundamentals and the company's poor
track record with respect to cash flow self-sustainability.  These
matters are especially acute in the Rest of the World segment, in
part, because of intense competition that causes margins to be
weak.  Another key factor is the growth phase that each of GCL's
segments is in.  Continued growth -- the pace of which will depend
on overall macroeconomic conditions -- is likely and is a positive
rating consideration.  However, this also implies that the company
will likely consume material amounts of cash as it grows.  GCL
will have to balance growth against cash flow availability and be
mindful of the recession at the same time, especially in the Rest
of the World operation.

The Rest of the World segment depends on cash on hand and
internally generated cash flow for its liquidity.  The Rest of the
World segment had approximately $185 million of cash on hand at
September 30, 2008.  Given Moody's macroeconomic assumptions and
resulting forecast, it is expected that the Rest of the World
segment will be modestly cash flow negative over Q4 2008 and
fiscal 2009.  During this period, the cash balance will erode but
not by a significant amount.  While the segment does not have
access to third party liquidity, it does have potential access to
limited amounts of cash from its two key "ring-fenced"
subsidiaries, Impsat and GCUK (each of which has adequate
liquidity of their own, even accounting for some cash being up-
streamed).  Relevant limitations on this source of funding include
cash generated at these operations as well as their respective
bond indentures, both of which limit potential support to the
parent.  Both the SGL rating and the CFR are based on the
assumption that GCL will receive small amounts of cash from
subsidiary operations (and, reciprocally, ratings at the two
subsidiaries are based on only small amounts of cash being
diverted to support parent company operations).  This combination
of attributes leads to liquidity being assessed as adequate (SGL-
3).

Assignments:

Issuer: Global Crossing Ltd.

  -- Corporate Family Rating, Assigned Caa1

  -- Probability of Default Rating, Assigned Caa1

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Senior Secured Bank Credit Facility, Assigned B2 (LGD2, 25%)

Outlook Actions:

Issuer: Global Crossing Ltd.

  -- Outlook, Stable

The rating assignment is Moody's first with respect to G  -- CL.
Moody's maintains discrete ratings for two of GCL's wholly-owned
subsidiaries, Impsat and GCUK.

Headquartered in Hamilton, Bermuda and with administrative offices
in Florham Park, New Jersey, Global Crossing Limited offers
Internet Protocol and legacy telecommunications services in most
major business centers in the world.


GOLDEN EAGLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Golden Eagle Estates, LLC
        2690 San Domingo Rd.
        Murphys, CA 95247
        dba Stevenot Winery
        Tel: (209) 728-3436
        Fax: (209) 728-3710

Bankruptcy Case No.: 09-90032

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Company Description: Stevenot Winery is one of California's
                     premier boutique wineries.  It is located
                     in the Sierra foothills in Calaveras County
                     in the heart of California's Gold Country,
                     an area which has been a respected wine
                     grape growing region since the mid 1800s.
                     See: http://www.stevenotwinery.com/

Debtor's Counsel: Patrick B. Greenwell
                  945 Morning Star Drive
                  Sonora, CA 95370
                  Tel: (209) 588-1500

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

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

The petition was signed by Jack Munari, managing member of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/ceb09-90032.pdf


GOTTSCHALKS INC: Stock Ticker Symbol Changed to GOTTQ.PK
--------------------------------------------------------
Tim Sheehan at The Fresno Bee reports that Gottschalks Inc.'s
stock ticker symbol has been changed to GOTTQ.PK.

According to The Fresno Bee, the letter Q on Gottschalks' new
ticker symbol indicates that the company is in bankruptcy.  The
report says that the stock is traded on Pink Sheets.

The Fresno Bee relates that the change in Gottschalks' ticker
symbol is the second since October 2008, when the New York Stock
Exchange suspended the company for falling below the Big Board's
market-value standard.  Gottschalks stock then moved to the Pink
Sheets, under the symbol GOTT.PK, pending an appeal of the NYSE
suspension, The Fresno Bee states.  Gottschalks said in a filing
with the U.S. Securities and Exchange Commission on Tuesday that
it was abandoning its NYSE appeal.

Gottschalks will be be removed from NYSE registration on Monday,
The Fresno Bee says.

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

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


GOTTSCHALKS INC: Will Find Buyer, Analyst Says
----------------------------------------------
Tim Sheehan at The Fresno Bee reports that Karla Martin, a vice
president of international management consultants Booz & Co.,
believes that Gottschalks Inc. can shrink into an attractive
acquisition for a buyer who will want to retain the retailer's
name in business.

The Fresno Bee quoted Ms. Martin as saying, "They [Gottschalks]
are sitting in some great real estate and do have a customer base
that is loyal to the brand" and "Gottschalks had great customer
service for a midtier (retailer) and therefore more loyal
customers."  Gottschalks' older clientele could bring the
company's price down, the report says, citing Ms. Martin.

The Fresno Bee relates that other analysts are less optimistic due
to the terrible economic climate for retailers.  According to The
Fresno Bee, many industry analysts doubted that Gottschalks would
find a buyer in time to rescue it from bankruptcy.

Gottschalks will more likely be forced to liquidate and go out of
business due to the bleak retail environment, particularly among
department store retailers, and a tight credit market, The Fresno
Bee reports, citing Davidowitz & Associates chairperson Howard
Davidowitz.  "Maybe someone like Kohls, or Target, or J.C. Penney,
whoever it is, may be interested in selected stores.  What
bankruptcy allows you to do is to sell the best stores you have,
or the stores that someone is interested in, to gain the maximum
return for your creditors, which is your legal obligation," The
Fresno Bee quoted Mr. Davidowitz as saying.

Court documents say that Gottschalks must hire a broker by
Thursday to market all of its real estate assets -- five store
locations and interests in leases.

Gottschalks, according to The Fresno Bee, will be required to
auction itself as a "going concern" on March 17, 2009.  The report
says that Gottschalks must proceed with liquidation if a sale of
the company hasn't closed by March 24, 2009.

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.


GREENWICH CAPITAL: S&P Downgrades Ratings on Two Classes to Low-B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2006-FL4 and
removed them from CreditWatch with negative implications, where
they were placed on Oct. 22, 2008.

The downgrades reflect S&P's analysis of the 12th-largest loan in
the pool, the Westchester Shopping Center loan.  This loan,
secured by a 157,350-sq.-ft. neighborhood shopping center in Los
Angeles, is currently 38% occupied.  The anchor tenant, Mervyns,
which occupied 62% of the gross leasable area, filed for Chapter
11 bankruptcy protection in July 2008.  The lease was subsequently
rejected in bankruptcy court.  The borrower has been actively
marketing the vacant space and has indicated that a potential
tenant is interested in the vacant space.  Incorporating the
borrower's leasing information, as well as market rents and
occupancy assumptions from REIS Inc., Standard & Poor's derived an
adjusted stabilized valuation that is 15% below its level at
issuance.

The Westchester Shopping Center loan has a whole-loan balance of
$33.2 million, which consists of a $17.6 million senior pooled
component that makes up 3% of the pool trust balance, a
$3.1 million subordinate nonpooled component that is raked to the
"WSC" certificates, and a $12.5 million nontrust junior
participation.  The master servicer, Wachovia Bank N.A., reported
a 1.09x debt service coverage for the year ended Dec. 31, 2007.
The loan matures Feb. 1, 2009.  The borrower is currently working
on exercising one of the two remaining one-year extension options.

      Ratings Lowered And Removed From Creditwatch Negative

             Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2006-FL4

                               Rating
                               ------
                Class       To        From
                -----       --        ----
                N-WSC       BBB-      A-/Watch Neg
                O-WSC       BB+       BBB/Watch Neg
                P-WSC       BB        BB+/Watch Neg


GREEKTOWN CASINO: To Purchase 480 New Slot Machines
---------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Greektown Casino
intends to purchase 480 new slot machines necessary to complete
their newly expanded Entertainment Complex.  The move is subject
to approval by the U.S. Bankruptcy Court for the Eastern District
of Michigan.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that although the Slot Machine Purchase
is in the ordinary course of business, the Debtors is filing the
Purchase Motion out of an abundance of caution and to satisfy the
concerns of certain vendors that the purchases be allowed should
they be deemed outside of the ordinary course of business.

In addition, the Debtors seek the Court's authority to incur
indebtedness with respect to the contemplated Purchases.

Mr. Weiner says that all of the vendors require purchase money
security interests in their equipment, consistent with their
practice with the Debtors before the Petition Date and in the
industry in general.  He notes that the DIP Lenders have
consented to the extension of credit for the Purchase.

The Debtors note they have opened the new Pantheon Room for high-
stakes patrons in the Expanded Entertainment Complex on Nov. 28,
2008.  The Entertainment Complex includes a valet entrance for
high-stakes patrons as well as a new buffet.  The Debtors expect
the Amenities to strengthen their position in the Detroit
marketplace as well as increase revenues.  Mr. Weiner reveals
that high-stakes patrons contributed roughly 46% of the Debtors'
historical pre-bankruptcy earnings, which declined to 40% during
the period while the Pantheon Room was under renovation.

Accordingly, with the opening of the new Pantheon Room and the
other Amenities, the Debtors tell the Court that they have an
immediate need for approximately 480 additional slot machines to
fill the space formerly taken by a temporary Pantheon Room.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Bank Loan Sells at 64% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Greektown Casino
is a borrower traded in the secondary market at 35.60 cents-on-
the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a decrease of 5.80 percentage
points from the previous week, the Journal relates.  Greektown
Casino pays interest at 250 points above LIBOR.  The loan matures
December 1, 2012. The bank loan is not rated.

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.


HAMPTON ROADS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hampton Roads Properties, LLC
        4869 Bridge Road
        Suffolk, VA 23435

Bankruptcy Case No.: 09-70055

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Debtor's Counsel: W. Greer McCreedy, II, Esq.
                  Kellam, Pickrell, Cox & Tayloe
                  403 Boush Street, Suite 300
                  Norfolk, VA 23510
                  Tel: (757)627-8365
                  Email: wmccreedy@kpct.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-70055.pdf

The petition was signed by Charles Blanchard.


HEALTH MANAGEMENT: Fitch Affirms Issuer Default Rating at 'B+'
--------------------------------------------------------------
Fitch Ratings has affirmed Health Management Associates, Inc.'s
ratings:

  -- Issuer Default Rating at 'B+';
  -- Secured bank facility at 'BB/RR2';
  -- Senior secured notes at 'BB/RR2';
  -- Subordinated convertible notes at 'B-/RR6'.

The Rating Outlook is Stable.  The ratings apply to approximately
$3.3 billion in debt outstanding as of Sept. 30, 2008.

The ratings reflect HMA's deteriorating operating performance in
the midst of an increasingly challenging industry environment.
For the first nine months of 2008, HMA lagged the for-profit
hospital industry in organic volume growth (as measured by same
facility admissions growth).  At the same time, EBITDA margins
have declined to 15% for the last twelve months period ended Sept.
30, 2008 from 15.8% in 2007 and 18.6% for 2006.  Fitch believes
this is a result of both industry and operational challenges.

HMA has made some changes to improve its performance, including
internal investments in quality and physician recruiting.  HMA
also has a new CEO, Gary D. Newsome, after the former CEO, Burke
Whitman, resigned in September 2008.  There have been some early
signs of progress, including measurable improvement in quality and
satisfaction scores and an improvement in volumes in the fourth
quarter of 2008 (down 0-1% versus a decrease of more than 3% in
the second and third quarters).  However, Fitch believes that the
weak economy will continue to pressure HMA's performance in 2009.

HMA also faces a difficult industry environment with rising
unemployment and pressures on state budgets.  This will likely
lead to increased bad debt expense and pressure on Medicaid
reimbursement.  In addition, more patients may choose to delay or
forgo non-emergency treatment as even insured patients are
increasingly responsible for co-insurance and co-payment amounts.
However, Fitch notes there are several positive offsetting trends,
including reduced competition as the weakening credit environment
has generally impacted non-profit and doctor-owned hospitals more
so than the for-profit industry.  Reimbursement also remains
favorable, with managed care and Medicare rates in 2009 expected
to be comparable with (or slightly better than) 2008.  Finally,
Fitch notes that there are several favorable regulatory
developments that could aid the industry, such as the recently
unveiled stimulus package that included additional financial
assistance for state Medicaid programs and COBRA subsidies.

HMA's ratings are supported by an improvement in the company's
credit statistics.  During the first nine months of 2008, HMA
reduced outstanding debt by almost $500 million while leverage
declined to 4.98 times (x) from 5.43x.  HMA also successfully
managed the put option on its 1.5% convertible senior subordinate
notes due 2023 and now has no meaningful maturities until 2014.
Going forward, Fitch believes HMA will continue to reduce debt
ahead of scheduled maturities.

Fitch believes HMA has ample liquidity to fund business needs.
Liquidity is provided by cash flow from operations ($457 million
for the LTM ended Sept. 30, 2008), cash on hand ($180 million at
Sept. 30, 2008) and the company's $500 million senior secured
revolver expiring 2013 ($460.1 million available at Sept. 30,
2008).  Free cash flow for the LTM ended Sept. 30, 2008 was
approximately $215 million, and Fitch expects free cash flow to
remain positive for the near future and to be supplemented by
reductions in capital expenditures.

It should be noted that HMA is close to covenant levels on its
secured credit facility for interest coverage and leverage, both
of which tighten in future periods.  At Sept. 30, 2008, the
maximum leverage ratio was 5.7x while HMA's reported ratio was
approximately 5.4x (as defined by the credit facility).  Fitch
expects HMA to pay down debt which will reduce the likelihood of
triggering the covenants.  In addition, the covenant calculations
include discontinued operations which should be a less significant
issue in 2009.  However, if HMA remains close to (or reaches)
covenant levels in 2009, negative rating actions could occur.


HEALTHSPORT INC: Posts $7.5MM Net Loss in the Last Nine Months
--------------------------------------------------------------
Healthsport, Inc., disclosed in a filing with the Securities and
Exchange Commission its financial results for three and nine
months ended Sept. 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $31,439,398, total liabilities of $4,822,776 and stockholders'
equity of $26,616,622.

For three months ended Sept. 30, 2008, the company posted net loss
of $1,524,948 compared with net loss of $2,960,938 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $7,587,659 compared with net loss of $6,911,083 for the same
period in the previous year.

                         Going Concern Doubt

The company will continue to require substantial working capital
until sales develop to the level required to support operations.
The current level of overhead is approximately $197,000 per month,
which includes the PMG manufacturing operation of approximately
$58,000 per month.  The PMG amount must be funded separately by
PMG, assuming its funding is completed and the company would be
responsible for approximately $139,000 per month.  This is a
decrease of $195,000 per month from the overhead level at June 30,
2008.

The company is analyzing its current costs and is attempting to
make additional cost reductions where possible.  Current sales
will not be adequate to support this level of operating costs.
The company estimated that sales will develop to the level
necessary to be at or near cash flow break-even before the end of
the first quarter of 2009.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.

A full-text copy of the 10-Q filing is available for free at

               http://ResearchArchives.com/t/s?3865

                      About Healthsport Inc.

Headquartered in Tulsa, Oklahoma, HealthSport Inc. (OTC BB:
HSPO.OB) -- http://www.healthsportinc.com/-- HealthSport is a
publicly traded holding company focused on the development,
manufacturing, distribution and marketing of nutritional
supplements in a one-of-a-kind edible film strip delivery system.


HEAVEN INVESTMENT: U.S. Trustee Wants Case Converted or Dismissed
-----------------------------------------------------------------
Sara L. Kistler, Acting U.S. Trustee for Region 17, asks the U.S.
Bankruptcy Court for the Eastern District of California to convert
or dismiss Heaven Investment Holding Corp.'s bankruptcy case
because of the Debtor's continuing losses and inability to
rehabilitate, to timely file a plan and disclosure statement,
failure to timely file monthly operating reports, failure to pay
its quarterly fee liability, failure to provide information
requested by the U.S. Trustee, and failure to provide proof of
insurance on real property with structures, and gross
mismanagement of the estate.

Debtor has not filed a proposed plan of reorganization and a
disclosure statement by Dec. 29, 2008, which was the deadline set
by the Court in its order of Nov. 12, 2008.

                      About Heaven Investment

Headquartered in Sacramento, California, Heaven Investment Holding
Corp. is a real estate corporation.  The company filed for Chapter
11 relief on Aug. 29, 2008 (Bankr. E.D. Calif. Case No. 08-32280).
Judge Thomas Holman presides over the case.  Yasha Rahimzadeh,
Esq., represents the Debtor as counsel.  In its amended schedules,
the Debtor listed total assets of $18,960,000 and total debts of
$32,008,557.


HENVER PALMA: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Henver O. Palma
        a/k/a Henver Orlando Palma
        4329 Brookside Drive
        Alexandria, VA 22312

Bankruptcy Case No.: 09-10249

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Edward Gonzalez, Esq.
                  Law Office of Edward Gonzalez, P.C.
                  2405 Eye St. N.W. Suite 1A
                  Washington, DC 20037
                  Tel: (202)822-4970
                  Email: EG@money-law.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10249.pdf

The petition was signed by Henver O. Palma.


HOUSE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: House Properties, LLC
        Post Office Box 3585
        Oxford, AL 36203

Bankruptcy Case No.: 08-42917

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       North District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  PO Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Email: hlonglegal@aol.com

Total Assets: $2,450,000.00

Total Debts: $3,240,000.00

The Debtor does not have any creditors who are not insiders.

The petition was signed by David Dewayne House, Member of the
company.


HUNTSMAN CORP: To Lay Off More Than 9% of Workforce, Close Plant
----------------------------------------------------------------
Huntsman Corporation disclosed a company-wide initiative to reduce
costs across its divisions and functions.  Including steps begun
during the fourth quarter of 2008, the company will reduce its
full-time employment by approximately 1175 positions by year-end
2009 -- more than 9% of Huntsman's 12,770 employees.  Full-time
contractors working in the company's divisions and functions will
be reduced by an additional 490 positions.  Together, these
reductions will result in operating cost savings to the company of
approximately $150 million.

Huntsman said that its Pigments Division will close its titanium
dioxide plant located in Grimsby, U.K.  The Grimsby plant, the
division's oldest and least efficient manufacturing facility, has
an annual production capacity of 40,000 tons of titanium dioxide.
Pigment production at the plant would cease during the first
quarter of 2009.  Approximately 200 full time employees and
contractors work at the site.  Annual operating cost savings
resulting from the plant's closure would be approximately
$28 million.

Huntsman President and CEO Peter R. Huntsman said, "This
restructuring will allow us to improve our business where we most
acutely feel the effects of the present global economic slowdown,
mainly in our Pigments and Textile divisions.  While we are
scrutinizing each of our business divisions, we remain optimistic
in our current positions in Polyurethanes, Advanced Materials and
Performance Products."

"We will also reduce our 2009 capital expenditures to
$230 million -- a reduction of $190 million from the $420 million
spent on capital projects during 2008.  The steps announced today
should take approximately $340 million out of our cost structure
in 2009.  These savings, combined with the $1 billion in payments
we received during December from Apollo Management, L.P., provide
our company with a strong balance sheet and significant liquidity.
Huntsman is well positioned to generate shareholder value and to
prosper in these times of economic uncertainty," Mr. Huntsman
stated.

                       About Huntsman

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

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

                       *     *     *

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


HUNTSMAN ICI: Bank Loan Sells at 29% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Hunstman ICI is a
borrower traded in the secondary market at 70.91 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.13 percentage points
from the previous week, the Journal relates.  Huntsman ICI pays
interest at 150 points above LIBOR.  The loan matures April 23,
2014. The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

                       About Huntsman

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

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

                       *     *     *

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


IDEARC INC: Bank Loan Sells at 63% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Idearc is a
borrower traded in the secondary market at 36.35 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.15 percentage points
from the previous week, the Journal relates.  Idearc pays interest
at 200 points above LIBOR.  The loan matures November 17, 2014.
The bank loan carries Moody's B2 rating and Standard & Poor's B-
rating.

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

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

                         *     *     *

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


INTERLAKE MATERIAL: Court Approves March 4 Auction for Assets
-------------------------------------------------------------
Interlake Material Handling, Inc., and its affiliated debtors won
approval from the U.S. Bankruptcy Court for the District of
Delaware to auction off substantially all of their assets.  The
Debtors, on Dec. 31, 2008, signed a contract with Mecalux USA,
Inc., and Mecalux Mexico S.A. de C.V., and have agreed to sell
their assets to Mecalux for $30,000,000, absent higher and better
bids for those assets.

Judge Kevin Carey set a March 4 auction with a March 5 hearing to
approve the sale to the highest bidder.  The Debtor originally
contemplated a Feb. 16 auction.

                  Mecalux Acquisition Agreement

Pursuant to an acquisition agreement, Mecalux has agreed to
purchase the assets related to the Debtors' retail, non-retail,
installation services, and IK de Mexico racking business and their
Lexington automation controls and integration business.  The
acquired assets will include these wholly owned subsidiaries of
the Debtors: (i) Interlake de Mexico, S.A. de C.V., (ii)
Industrieas Interlake S.A. de C.V., (iii) Empresas Interlake de
Matamoros, S.A. de C.V., and (iv) NSF Mexicali S. de R.L. de C.V.
The sale would not include non-debtor affiliate J&D Products LLC,
cash, accounts receivable and other miscellaneous assets.

                          Bid Procedures

Pursuant to the Acquisition Agreement, in the event the Debtors
decide to sell their assets to other parties, the Debtors will pay
Mecalux a $450,000 break-up fee and expense reimbursement of up to
$400,000.

The Court has approved these procedures:

   -- Bids must be received by the Debtors on or before March 2,
      2009.

   -- Objections to the sale must be submitted by Feb. 25;

   -- Bids must be at least $31,850,000.

   -- Parties wishing to obtain adequate assurance information
      regarding the other bidders that will or may participate at
      the auction must notify the Debtors in writing by Feb. 25.

   -- In the event that a qualified competing bid, in addition to
      Mecalux's, is received prior to the bid deadline, the
      auction will be conducted on March 4.  The auction will be
      held at the offices of Young Conaway Stargatt & Taylor, LLP.

   -- The sale hearing will be conducted March 5.

                   About Interlake Material

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


JACOBS FINANCIAL: Nov. 30 Balance Sheet Upside Down by $12.3MM
--------------------------------------------------------------
Jacobs Financial Group, Inc., incurred operating losses (after
accretion of mandatorily redeemable convertible preferred stock,
including accrued dividends) of approximately $3,333,000 and
$2,661,000 for the years ended May 31, 2008 and 2007, and has
incurred  losses of  approximately  $750,000 and $1,636,000 for
the three and  six-month periods ended November 30, 2008.  "Losses
are expected to continue until the company's insurance company
subsidiary, First Surety Corporation develops substantial
business.  While improvement is anticipated as the business plan
is implemented, restrictions on the use of FSC's assets, the
company's significant deficiency in working capital and
stockholders' equity raise substantial doubt about the company's
ability to continue as a going concern," President John M. Jacobs
disclosed in a regulatory filing dated January 20, 2009.

According to Mr. Jacobs, expansion of FSC's business to other
states is a key component of fully implementing the company's
business plan.  "Regulatory approval and licensing is required for
each state in which FSC seeks to conduct business.  Management has
found that entry into other states (as a surety) has been
difficult without the benefit of more substantial capital and
reserves, due to FSC's status as a new entry into this market, and
based upon current financial condition of the parent company."

"In order to best position the company to accomplish the larger
financing necessary to expand the company's business and penetrate
new markets, the company contracted to accomplish two acquisitions
-- Reclamation Surety Holding Company, Inc., and Unione Italiana
Reinsurance Company of America -- that the company believes would
substantially enhance the business and prospects of the company.
Both acquisitions are contingent upon the company's obtaining
necessary financing.  Additionally, one of the acquisitions --
Unione -- remains contingent upon necessary regulatory approvals."

"During fiscal 2008 and the three month period ended August 31,
2008, the company completed two rounds of bridge financing
totaling an aggregate of $3,500,000 in order to pay expenses of
operations and to pay fees and expenses incurred or expected to be
incurred in connection  with a larger permanent financing.  The
company was not able to meet its December 2008 loan amortization
payment with respect to this financing and, thus, these
obligations are in default."

"Recent turmoil in financial markets has severely impacted the
company's efforts to accomplish a larger permanent financing.
While efforts have not been abandoned and will continue to be
pursued, to date, no commitment has been secured, and there
remains substantial doubt regarding the company's ability to
obtain the necessary financing to complete the acquisitions of RSH
and Unione.  Both time frames provided within the acquisition
agreements for closing the transactions have expired, but neither
agreement has been terminated.  Given current financial market
conditions and the uncertainties as to when stability will return
to the financial markets, until permanent financing can be
secured, management will strive to reduce and then eliminate
operating losses by implementing further measures to control and
reduce costs while maintaining and growing the company's current
revenue base.  Unless permanent financing can be secured, future
revenue growth can be expected to be achieved at a slower pace
than has been projected by the company.  Until such time that the
company's operating costs can be serviced by the company's revenue
stream, management will continue to seek to raise additional funds
for operations through private placements of stock, other long-
term or permanent financing, or short-term borrowings.  However,
the company cannot be certain that it will be able to continue to
obtain adequate funding in order to reasonably predict whether it
will be able to continue as a going concern."

As of November 30, 2008, the company's balance sheet showed total
assets of $6,392,164, total liabilities of $5,530,476, total
mandatorily redeemable preferred stock $13,209,375 and total
stockholders' deficit of $12,347,687.

The company posted a net loss of $349,532 for the quarter ended
November 30, 2008, compared with a net loss of $315,402 for the
same period a year earlier.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3887

                      About Jacobs Financial

Headquartered in Charleston, West Va., Jacobs Financial Group,
Inc. (OTC BB: JFGI) -- www.jacobs-financial.com/ -- through its
subsidiaries, provides investment advising, investment management,
surety business, security brokerage, and related services.
Subsidiaries include Jacobs & Co., which provides investment
advisory services; FS Investments, a holding company organized to
develop surety business through the formation and acquisition of
companies engaged in the issuance of surety bonds and FSI's wholly
owned subsidiary Triangle Surety Agency, which places surety bonds
with insurance companies.  Subsidiary Crystal Mountain Water holds
mineral property in Arkansas.


JAMES OUSLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Richard Ousley
        1098 Ranchwood Trail
        Woodstock, GA 30188

Bankruptcy Case No.: 09-60522

Chapter 11 Petition Date: January 6, 2009

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

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  Email: pmarr@mindspring.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ganb09-60522.pdf

The petition was signed by James Richard Ousley.


JIM PALMER: Creditors Balk on Firm's Disclosure Statement
---------------------------------------------------------
ActionView International, Inc., reported on Jan. 21 the results of
a recent hearing related to the Plan of Reorganization and
Disclosure Statement filed by Jim Palmer Trucking, Inc., in that
company's Chapter 11 bankruptcy case.  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 Jan. 15, 2009, several secured and
unsecured creditors voiced objections to the Disclosure Statement
filed by Jim Palmer Trucking, Inc.  An objection filed by
ActionView prior to the Jan. 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.

Jim Palmer Trucking, Inc., has until Feb. 12, 2009, to file a new
Disclosure Statement which addresses the objections that have been
filed with creditors.  A hearing has been scheduled for
Feb. 26, 2009.

"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 said.

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

                        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.


JOHN MOTLEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John G. Motley, IV
        43008 Mill Race Terrace
        Leesburg, VA 20176

Bankruptcy Case No.: 09-10244

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas Mansfield Dunlap, Esq.
                  Dunlap, Grubb & Weaver, P.C.
                  199 Liberty St. SW
                  Leesburg, VA 20175
                  Tel: (703) 777-7319
                  Fax: (703)777-3656
                  Email: tdunlap@dglegal.com

Total Assets: $1,085,980

Total Debts: $1,749,192

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10244.pdf

The petition was signed by John G. Motley, IV.


K & K APARTMENTS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: K & K Apartments, LLC
        dba Spring Garden Apartments
        7803 Ferguson Road
        Dallas, TX 75228

Bankruptcy Case No.: 09-30295

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/txnb09-30295.pdf

The petition was signed by Eric Farrington, President of the
company.


KAREN NICHOLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Karen H. Nichols
        1072 Andreas Palms Drive North
        Palm Springs, CA 92264

Bankruptcy Case No.: 09-10201

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Daniel C. Sever, Esq.
                  41-750 Rancho Las Palmas, Ste N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  Email: dansever@severlegal.com

Total Assets: $4,016,850

Estimated Debts: $4,724,032

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/ccb09-10201.pdf


LAKE EQUITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lake Equity Partners, LLC
        17239 Chateau Pine Way
        Clermont, FL 34711

Bankruptcy Case No.: 09-00191

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Ryan E. Davis, Esq.
                  Winderweedle Haines Ward & Woodman PA
                  Post Office Box 1391
                  Orlando, FL 32802
                  Tel: (407) 423-4246
                  Fax: (407) 423-7014
                  Email: rdavis@whww.com

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

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

The petition was signed by John S. Pettit, president and managing
member of the company.

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

              http://bankrupt.com/misc/fmb09-00191.pdf


LAS VEGAS SANDS: Bank Loan Sells at 51% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 48.23 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a decrease of 4.10 percentage points
from the previous week, the Journal relates.  Las Vegas Sands pays
interest at 175 points above LIBOR.  The loan matures May 1, 2014.
The bank loan carries Moody's B2 rating and Standard & Poor's B+
rating.

The bank loan traded at 52.33 cents-on-the-dollar during the week
ended January 9, 2009.

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

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

                       *     *     *

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


LEHMAN BROTHERS: Inks Merchant Sale Pact With Managers & Reinet
---------------------------------------------------------------
Reinet Investments S.C.A. said that its wholly-owned subsidiary
Reinet Fund S.C.A. F.I.S. and the management team of Lehman
Brothers Merchant Banking have entered into an agreement with the
Lehman Brothers bankruptcy estate for the purchase of certain
parts of the business of LBMB with respect to the management of
two private equity funds currently known as Lehman Brothers
Merchant Banking Partners IV LP and Lehman Brothers Merchant
Banking Partners IV (Europe) LP.

The transaction is subject to various regulatory approvals, as
well as the approval of the limited partners of each of the Funds.
As part of the proposed transaction, Reinet will commit up to $230
million to both existing and new investments in the Funds over the
remaining three and a half year investment period.  Reinet will
also participate in the consideration of all future investments by
the Funds. As indicated on 12 January 2009, the transaction is
expected to have no material impact on the net asset value of
Reinet.

Lehman Brothers Holdings Inc. has not submitted the sale agreement
to the Bankruptcy Court for approval.

As reported in the Troubled Company Reporter on Jan. 13, LBHI was
engaged in talks with its Merchant Banking unit's managers and
Reinet Investments SCA about a potential sale of Lehman's private
equity unit, which includes Lehman Brothers Merchant Banking.
Bloomberg News reported that in connection with the potential sale
to managers, Lehman's bankruptcy estate would retain stakes in the
fund's previous investments after the buyout by managers in the
U.S. and Europe.

                 About Reinet Investments

Reinet Investments S.C.A. is a partnership limited by shares
incorporated in the Grand Duchy of Luxembourg. Reinet Investments
holds the entire ordinary share capital of Reinet Fund S.C.A.
F.I.S., a specialised investment fund holding assets with an
aggregate value currently in excess of _2.0 billion. The
investment will be made through Reinet Fund S.C.A. F.I.S.
Reinet shares are listed on the Luxembourg Stock Exchange and
Reinet South African Depository
Receipts are listed in Johannesburg on the exchange operated by
the JSE Limited.

           About Lehman Brothers Merchant Banking

LBMB manages funds that seek significant long-term capital
appreciation through direct investments in established operating
companies in partnership with management. The funds invest in
companies with sound business fundamentals, proven operating teams
and a compelling business strategy. Since 1986, LBMB has raised
and managed four institutional funds and several employee
investment vehicles, with total committed capital in excess of
$8.0 billion.  To date, the Funds have made investments of some $
800 million in aggregate.  Further commitments by limited partners
to invest in the funds currently amount to some $1.7 billion.

                      About Lehman Brothers

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.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: U.K. Administrator Starts Sale of Assets
---------------------------------------------------------
Blooomberg News reports that PricewaterhouseCoopers LLP, the
administrator of the estates of Lehman's United Kingdom-based
units, put on sale European property investments, comprising
stakes in companies that own real estate ranging from Turkish
condominiums to an English hospital development.  PwC, the report
adds, is also selling loans to property companies and funds.

"Now is the best time to market these assets in order to
gain the best return for the creditors of Lehman Brothers," said
Barry Gilbertson, PwC's real-estate partner, in  an-emailed
statement, according to Bloomberg.

PwC has said approximately US$1 billion from a total of US$2.1
billion segregated prior to Lehman Brothers International
Europe.'s administration has been recovered as of Dec. 18, 2008.

"We've got a long way to go to figure out how much money there
is, or if there's a shortfall how big that will be," Tony
Lomas, the PwC partner leading the administration, told about
1,000 creditors and their attorneys in London on Nov. 14,
Bloomberg reported.

                      About Lehman Brothers

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.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Greene County Bank Records $220,000 Charge
-----------------------------------------------------------
Greene County Bancorp, Inc. disclosed that noninterest income
remained flat at approximately $2.2 million for the six-month
periods and $1.2 million for the quarters ended December 31, 2008
and 2007.  Greene County Bancorp said noninterest income for the
six months ended December 31, 2008 reflected an impairment charge
of $220,000 -- $135,000 net of tax -- related to the other-than-
temporary impairment of a Lehman Brothers Holdings, Inc. debt
security held by the Company.

On January 21, 2009, Greene County Bancorp reported net income
for the six months and quarter ended December 31, 2008.  Net
income for the six months ended December 31, 2008 amounted to
$1.8 million as compared to $1.2 million for the six months ended
December 31, 2007, an increase of $646,000, or 54.1%.  Net income
for the quarter ended December 31, 2008 amounted to $1.0 million
as compared to $626,000 for the quarter ended December 31, 2007,
an increase of $406,000, or 64.9%.

Greene County Bancorp is the holding company for The Bank of
Greene County and its subsidiary Greene County Commercial Bank.
Headquartered in Catskill, New York, the Company provides full-
service community-based banking in its 11 branch offices located
in Greene, Columbia and Albany Counties.

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: HK Affiliates to Hold First Creditors Meetings
---------------------------------------------------------------
KPMG Hong Kong announced that the first meetings of creditors of
eight Hong Kong-based Lehman Brothers entities which received
winding-up orders on Nov. 19, 2008, and Nov. 26, 2008, will be
held according to these schedules:

                                                Deadline for
                                                filing of proofs
  Name of Company   Date      Time      Place   of claim & proxies
  ---------------   ----      ----      -----   ------------------
Lehman Brothers   Feb. 11   3:00 p.m.   HITEC   12:00 p.m.
Asia Holdings                                   Feb. 9
Limited

Lehman Brothers   Feb. 12   3:00 p.m.   HITEC   12:00 p.m.
Asia Limited                                    Feb. 10

Lehman Brothers   Feb. 13   10:00 a.m.  HITEC   12:00 p.m.
Futures Asia                                    Feb. 11
Limited

Lehman Brothers   Feb. 13   3:00 p.m    HITEC   12:00 p.m.
Securities Asia                                 Feb. 11
Limited

LBQ Hong Kong     Feb. 17   9:30 a.m.   GH      12:00 p.m.
Funding Limited                                 Feb. 16

Lehman Brothers   Feb. 17   10:30 a.m.  GH      12:00 p.m.
Nominees (H.K.)                                 Feb. 16
Limited

Lehman Brothers   Feb. 17   11:30 a.m.  GH      12:00 p.m.
Asia Capital                                    Feb. 16
Company

Lehman Brothers   Feb. 18n  3:00 p.m.   HITEC   12:00 p.m.
Commercial                                      Feb. 16
Corporation Asia
Limited

*HITEC (Auditorium, 3/F, Hong Kong International Trade and
Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong
Kong)

*GH (Salon II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour
Road, Wan Chair, Hong Kong)

For additional information, creditors may contact either Quentin
Wong, Alice Chang, Vincent Chan or Kelvin So in Hong Kong at
3121 9888 or by mail at lehman@kpmg.com.hk

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)


LENOX GROUP: Court Delays Plan Due to Bidder's Funding Delays
-------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York has deferred approval of Lenox Group, Inc.'s
disclosure statement on its Chapter 11 plan because the lenders
who plan to buy the company have not secured financing.

The Chapter 11 plan is built around the sale of the company to
prepetition term loan lenders, who have offered to credit bid
their claims to partly pay for the assets.

Judge Gropper, according to Bloomberg News, said that the
disclosure statement to the Plan can't be approved because the
Plan depends on a purchase that might not be funded and the
Disclosure Statement doesn't include enough information about how
unsecured creditors would be repaid.  The Bankruptcy Code provides
that a disclosure statement to the plan must provide adequate
information necessary for creditors to make an informed judgment
of the plan.  Creditors may also seek denial of a disclosure
statement accompanied by a reorganization plan that is "not
confirmable".

"We don't know if the term-loan lenders are going to bid
because we don't know if they have financing," Judge Gropper said.
He said that to approve a plan now, and have creditors vote on it,
would be a needless expense if the purchase plans fall through,
according to the Bloomberg report.

Before Lenox's bankruptcy filing, the term-loan lenders negotiated
an agreement to purchase the business by bidding their secured
claims.  According to Bloomberg's Bill Rochelle, prepetition term-
loan lenders, owed $98.75 million, are expected to bid for the
business.  The term lenders will submit a credit bid, or will
offer to buy assets in exchange for a portion of their claims.

Lenox Group Inc., has already obtained approval from the
Bankruptcy Court to conduct an auction for its assets or business
on Feb. 11, 2008.  Bids are due Feb. 6, five days before the
auction.  Lenox will present the results of the auction at a
hearing on Feb. 20.

Prior to the petition date, Lenox and the prepetition lenders, on
November 23, reached agreement on a term sheet, which presents the
material terms of the sale.  The parties also entered into a plan
support agreement, which provides, among other things,

    (i) the sale of the Debtors would be effectuated through the
        terms of a pre-negotiated chapter 11 plan,

   (ii) the Debtors would use their reasonable best efforts to
        adhere to the negotiated timeline for the Sale, and

  (iii) subject to certain conditions, the Term Loan Lenders would
        not object to and would support the DIP Credit Facility
        and consummation of the Sale.

The salient terms of the Plan Term Sheet are:

  * The Term Loan Lenders will create a new entity ("New Lenox")
    to which all of the claims under the Term Loan Agreement owned
    by the Term Loan Lenders party to the Plan Support Agreement
    will be transferred.  The Term Loan Lenders will credit bid an
    amount up to the aggregate amount of their claim arising under
    the Term Loan Agreement for the Purchased Assets of the
    Debtors. Upon closing of the Sale, New Lenox will own 100% of
    the equity in New Lenox;

  * Certain of the Revolving Loan Lenders will extend a
    $85 million postpetition revolving credit financing facility
    to the Debtors, and the Revolving Lenders' claims under the
    Revolving Loan Agreement will be rolled-up into the DIP Credit
    Facility;

  * Holders of general unsecured claims will receive their a pro
    rata share of an amount to be agreed upon by the Term Loan
    Lenders; and

  * Holders of Lenox Group common stock will receive no recovery.

                    About Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LLM ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: LLM Associates, LLC
        673 City Island Avenue
        City Island, NY 10464

Bankruptcy Case No.: 09-10138

Chapter 11 Petition Date: January 9, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Nicholas R. Perrella
                  260 Madison Avenue, 17th Floor
                  New York, NY 10016
                  Tel: (212) 953-1505
                  Fax: (212) 953-3060

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

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

The petition was signed by Frank A. Ciolli, managing member of the
company.

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


LORNE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lorne Enterprises, Inc.
        90 Woodberry Lane
        Parkersburg, WV 26101

Bankruptcy Case No.: 09-40003

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Parkersburg)

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P. O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  Email: joecaldwell@verizon.net

Total Assets: $24,200.00

Total Debts: $1,610,539.00

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wvsb09-40003.pdf

The petition was signed by Tammy Bunner, Vice President of the
company.


LYNX 2002-1: S&P Withdraws 'CCC-' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class B, C, and D notes issued by Lynx 2002-1 Ltd., a cash flow
collateralized debt obligation of CDO transaction.

The rating withdrawals follow the trustee's release of all of the
securities and any other assets to the noteholders in return for
100% of the outstanding notes.

                         Ratings Withdrawn

                          Lynx 2002-1 Ltd.

                                Rating
                                ------
                      Class   To      From
                      -----   --      ----
                      B       NR      AAA
                      C       NR      A
                      D       NR      CCC-

                          NR -- Not rated.


MAJESTIC STAR: Amends Employment Pact With Interim EVP and COO
--------------------------------------------------------------
The Majestic Star Casino, LLC, disclosed in a filing with the
Securities and Exchange Commission the material terms of Michael
Darley's employment agreement.  On Sept. 24, 2008, the company
reported that it has appointed Mr. Darley as interim executive
vice president and chief operating officer of the company.

The company, Barden Nevada Gaming, LLC and Mr. Darley entered into
an Assignment, Assumption and First Amendment to Employment
Agreement, dated Dec. 5, 2008, which amended the terms of the
Employment Agreement, dated June 11, 2007, between BNG and
Mr. Darley, and assigned the employment agreement to the company.

In addition to Mr. Darley performing the duties of interim COO of
the company, Mr. Darley will continue to serve in the capacity of
senior vice president and general manager of BNG dba Fitzgeralds
Casino and Hotel - Las Vegas.  After termination of the Amended
Employment Agreement, Mr. Darley will return full-time to his
employment with BNG and the original Employment Agreement with BNG
will be in full force and effect.

The Amended Employment Agreement was effective on Dec. 5, 2008,
and expires on the earlier of the date Majestic has employed a new
COO, a date otherwise determined by Majestic in its sole
discretion or May 1, 2009.

The Amended Employment Agreement provides for an annual base
salary of $375,000 and participation in Majestic's management
incentive plan with a target bonus of 40% of his base salary paid
during the year.  For 2008, his bonus will be based upon the
performance and criteria of Fitzgeralds Casino and Hotel - Las
Vegas for Jan. 1, 2008 to Sept. 12, 2008, which will be paid by
BNG, and Majestic's criteria for its management incentive plan for
the remainder of the year, which will be paid by Majestic.
Mr. Darley also is entitled to participate in the company's
benefit plans as are generally made available from time to time to
the company's senior executives.  Further, Mr. Darley is subject
to certain non-competition, non-solicitation and confidentiality
provisions.

Mr. Darley may terminate his employment as interim COO with the
company upon 60 days prior written notice to the company.  The
company may terminate Mr. Darley's employment as interim COO upon
30 days prior written notice or a shorter time if reasonably
practicable under the circumstances.  Except as set forth, in case
of the termination, the company will pay Mr. Darley his unpaid
base salary through the termination date and Mr. Darley will
receive specified benefits in accordance with the company's plans
and policies.

If Mr. Darley terminates his employment after a change in control
of BNG during the interim period, then BNG will pay Mr. Darley:

   1) unpaid base salary, plus the lesser of an additional six
      months base salary or the remainder of his annual base
      salary due under the Employment Agreement;

   2) any earned but unpaid bonus attributable to the performance
      of BNG;

   3) benefits in accordance with the company's plans and
      policies;

   4) six months of company-paid COBRA benefits; and

   5) any earned but unused vacation.

Upon Mr. Darley's death, his estate would be entitled to: unpaid
base salary, plus an additional 60 days of base salary; any earned
but unpaid bonus; benefits in accordance with the company's plans
and policies; 60 days of company-paid COBRA benefits for his then-
insured dependents; and any earned but unused vacation.

A full-text copy of the Assignment, Assumption and First Amendment
to Employment Agreement is available for free at:

                http://ResearchArchives.com/t/s?386c

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

                 http://ResearchArchives.com/t/s?386d

                       About Majestic Star

The Majestic Star Casino, LLC, is a wholly owned subsidiary of
Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden
Development, Inc.  The company was formed on December 8, 1993, as
an Indiana limited liability company to provide gaming and related
entertainment to the public.  The company commenced gaming
operations in the City of Gary at Buffington Harbor, located in
Lake County, Indiana on June 7, 1996.  The company is a multi-
jurisdictional gaming company with operations in three states --
Indiana, Mississippi and Colorado.

The Majestic Star Casino, LLC's Sept. 30, 2008, balance sheet
showed total assets of $463,315,473 and total liabilities of
$700,263,028, resulting in member's deficit of $236,947,555.

For the three months ended Sept. 30, 2008, the company posted
a net loss of $52,202,593 compared with a net loss of $7,067,253
for the same period a year earlier.


MAJESTIC STAR: In talks with Lenders on Loan Default Forbearance
----------------------------------------------------------------
The Majestic Star Casino, LLC, disclosed in a regulatory filing
that it intends to enter into negotiations with the lenders under
its Senior Secured Credit Facility to seek a forbearance from
exercising rights and remedies available pursuant to the Senior
Secured Credit Facility.

The company reported that it did not make the Oct. 15, 2008,
interest payments of $24.0 million in aggregate with respect to
the $300.0 million 9-1/2% Senior Secured Notes due 2010 and the
$200.0 million 9-3/4% Senior Notes due 2011 prior to expiration of
the grace period to cure the payment defaults on Nov. 14, 2008.

As a result, there is an event of default under the indentures
governing the Senior Notes, the Senior Secured Notes and the loan
and security agreement which governs its $80.0 million Senior
Secured Credit Facility.

Similarly, there is an Event of Default under the indenture
governing the Majestic Holdco, LLC, 12-1/2% Senior Discount Notes,
$63.5 million in principal, due 2011 which have been pushed down
to the company.  The Discount Notes are solely the obligation of
Majestic Holdco and Majestic Holdco, Inc., and are unsecured.
Neither the company nor any of its direct or indirect subsidiaries
guarantees the Discount Notes nor are the equity or assets of the
company or its direct or indirect subsidiaries security for the
Discount Notes.

After the Event of Default, lenders under the Senior Secured
Credit Facility, the trustee or a specified percentage of holders
of the Senior Secured Notes, well as the trustee or a specified
percentage of holders of the Senior Notes have the right to
accelerate the maturity date of the respective indebtedness, which
would cause the respective indebtedness to be immediately due and
payable and could result in all of the company's indebtedness
becoming immediately due and payable.  Further, the lenders under
the Senior Secured Credit Facility would have the right to
foreclose on substantially all of the company's and its
subsidiaries' equity and on the company's and its subsidiaries'
assets which secure such indebtedness.  The company and its
advisors intend to enter into discussions with its secured lenders
and note holders regarding the consequences of the Events of
Default under the respective debt documents and the financial and
strategic alternatives available to the company.

As part of the negotiations, the company will seek additional
waivers, including waivers to achieve future Amended Financial
Covenants due to the company's financial performance.  There can
be no assurance that the company will be successful in negotiating
a forbearance agreement with its lenders or the impact of the
terms of any such forbearance agreement on the company.
Consequently, the company has classified the debt under its Senior
Secured Credit Facility as current.

In addition, until the time as no Event of Default exists, the
company is:

   i) required to pay an additional 1% per annum in excess of the
      applicable interest rates on the Senior Secured Notes and
      Senior Notes on the overdue installments of interest and an
      additional 2% in excess of the rates otherwise applicable
      under the Senior Secured Credit Facility; and

  ii) restricted from taking certain actions as specified in the
      covenants in the indentures governing the respective notes
      and the Senior Secured Credit Facility including making
      certain payments and investments and incurring certain
      indebtedness.

In a separate filing, the company disclosed that the company has
engaged Goldman, Sachs & Co. to act as a financial advisor.  In
conjunction with XRoads Solutions Group, LLC, Goldman Sachs will
assist the company with its evaluation of financial and strategic
alternatives.  These alternatives may include a recapitalization,
refinancing, restructuring or reorganization of the company's
obligations or a sale of some or all of its assets.

Don Barden, the company's chairman, president and CEO, commented,
"With the addition of Goldman Sachs the company has assembled an
excellent team of professionals to help assist management in
developing and executing on strategies that will position the
company to maximize long-term value.  Goldman Sachs is one of the
premiere financial institutions in the world and we are pleased to
have them as part of our team."

The company cautions that there can be no assurance that the
aforementioned evaluation will result in any specific transaction.

                       About Majestic Star

The Majestic Star Casino, LLC, is a wholly owned subsidiary of
Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden
Development, Inc.  The company was formed on December 8, 1993, as
an Indiana limited liability company to provide gaming and related
entertainment to the public.  The company commenced gaming
operations in the City of Gary at Buffington Harbor, located in
Lake County, Indiana on June 7, 1996.  The company is a multi-
jurisdictional gaming company with operations in three states --
Indiana, Mississippi and Colorado.

The Majestic Star Casino, LLC's Sept. 30, 2008, balance sheet
showed total assets of $463,315,473 and total liabilities of
$700,263,028, resulting in member's deficit of $236,947,555.

For the three months ended Sept. 30, 2008, the company posted
a net loss of $52,202,593 compared with a net loss of $7,067,253
for the same period a year earlier.


MANITOWOC CO: Bank Loan Continues to Sell at Discount
-----------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 72.44 cents-on-
the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a decrease of 6.19 percentage
points from the previous week, the Journal relates.  Manitowoc
pays interest at 350 points above LIBOR.  The loan matures April
14, 2014.  The bank loan carries Moody's Ba2 rating and Standard &
Poor's BB+ rating.

The bank loan traded in the secondary market at 78.63 cents-on-
the-dollar during the week ended January 9, 2009.  It traded at
66.42 cents-on-the-dollar during the week ended December 26, 2008.

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

                        *     *     *

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


MARATHON WASTE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marathon Waste Services, Inc.
        P O Box 993
        Jackson, GA 30233

Bankruptcy Case No.: 09-10102

Chapter 11 Petition Date: January 14, 2009

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

Debtor's Counsel: Griffin E. Howell, III, Esq.
                  Newton & Howell P.C.
                  127 1/2 East Solomon Street
                  P.O. Box 551
                  Griffin, GA 30224
                  Tel: (770) 227-0110
                  Email: newhow@bellsouth.net

Total Assets: $1,399,600

Total Debts: $2,182,544

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ganb09-10102.pdf

The petition was signed by Donald John Epperson, Jr., President of
the company.


MARMION INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $1.4MM
----------------------------------------------------------------
Marmion Industries Corp.'s balance sheet at Sept. 30, 2008, showed
total assets of $2,358,315 and total liabilities of $3,772,383,
resulting in a stockholders' deficit of $1,414,068.

For three months ended Sept. 30, 2008, the company posted net loss
of $384,935 compared with net loss of $143,433 for the same period
in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $537,545 compared with net loss of $2,262,075 for the same
period in the previous year.

                  Liquidity and Capital Resources

The company's working capital deficit has increased substantially
from Dec. 31, 2007, to Sept. 30, 2008.  This change was
attributable to a decrease in cash of approximately $1.2 million.
During the nine months ended Sept. 30, 2008, the company used
approximately $897,380 of cash in connection with the construction
of its new facility.  The company also used cash to fund an
increase in its accounts receivable of approximately $138,000, net
of allowance for doubtful accounts, well as to increase its
inventory by approximately $130,000 and reduce its payables by
approximately $68,000.

The company needs to raise additional capital to provide
sufficient funds to complete the construction of its facility and
for general working capital.  In addition, the company is seeking
financing to restructure the remaining outstanding debentures or
to retire same.  The company's ability to raise additional
capital, however, is hindered by the terms of the debentures,
including:

   -- the company agreed that for the period ended on the earlier
      of 180 days after the registration of all shares underlying
      the debentures or the payment of all principal and interest
      due under the debentures that the company would not sell
      any additional securities or file any registration
      statements without the prior consent of the debenture
      holder; and

   -- the debentures and the warrants contain ratchet provisions
      if the company does enter into new financing transactions
      at prices less than the conversion terms of the debentures,
      and -- the company has granted the debenture holders a lien
      on all of its assets.

The company continues to aggressively seek to raise the capital
necessary to not only complete its manufacturing facility but to
fund its operating expenses, pay its obligations as they become
due and repay the debenture obligations.  The company does not,
however, presently have any firm commitments for this additional
funding and there are no assurances it will be successful in
obtaining same.

The company notes if it is unable to raise capital as needed to
complete its manufacturing facility, fund its operating expenses
and pay its obligations as they become due, its ability to
continue as a going concern is in jeopardy.  In that event, its
growth plans would be scaled back and it could be forced to cease
some or all of its existing operations.

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

               http://ResearchArchives.com/t/s?386e

                     About Marmion Industries

Headquartered in Houston, Marmion Industries Corp. (OTC BB: MMIO)-
- http://www.marmionind.com/-- manufactures and modifies heating,
ventilation and air conditioning (HVAC) equipment for the
petrochemical industry, specifically for hazardous location
applications.  The company also sells custom engineered systems
for strategic industrial environments and providing commercial
HVAC construction services.  The explosion-proof market includes
industries such as oil and gas exploration and production,
chemical plants, granaries and fuel storage depots.

                      Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
Marmion Industries Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company'srecurring losses from operations and working capital
deficiency.


MARTIN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Martin Technologies, Inc.
        4904 Research Drive
        Huntsville, AL 35814

Bankruptcy Case No.: 09-80040

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Associates, LLC
                  307 Clinton Ave. W. Ste. 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  Email: kheard@heardlaw.com

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/alnb09-80040.pdf

The petition was signed by Neal Martin, Vice-President of the
company.


MARY GREGORY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mary Pat Buckenmeyer Gregory
        347 Gundry Drive
        Falls Church, VA 22046

Bankruptcy Case No.: 09-10101

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas Mansfield Dunlap, Esq.
                  Dunlap, Grubb & Weaver, P.C.
                  199 Liberty St. SW
                  Leesburg, VA 20175
                  Tel: (703) 777-7319
                  Fax: (703)777-3656
                  Email: tdunlap@dglegal.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10101.pdf

The petition was signed by Mary Pat Buckenmeyer Gregory.


MASONITE INTL: Bank Loan Continues to Sell at Discount
------------------------------------------------------
Participations in a syndicated loan under which Masonite
International Inc. is a borrower traded in the secondary market at
37.18 cents-on-the-dollar during the week ended January 16, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a decrease of 6.68
percentage points from the previous week, the Journal relates.
Masonite International pays interest at 200 points above LIBOR.
The loan matures April 6, 2013.  The bank loan carries Moody's
Caa3 rating and Standard & Poor's CC rating.

The Troubled Company Reporter said January 19, 2009, that Masonite
has entered into a further extension, to January 30, 2009, of the
forbearance agreement dated September 16, 2008, with its bank
lenders.

As a result of its financial performance for the quarters ended
June 30, and September 30, 2008, Masonite was not in compliance as
of such dates with certain financial covenants contained in its
credit facility, which constituted an event of default under the
credit facility. The financial covenants relate to EBITDA metrics
and reflect the challenging conditions in the U.S. housing
industry.  Masonite is engaged in ongoing negotiations with
lenders that are party to the credit facility regarding a
potential amendment to the terms of the credit facility.  There is
no assurance that the negotiations with lenders will result in an
amendment acceptable to Masonite and to its lenders.

Masonite has also entered into a separate forbearance agreement
with holders of a majority of the senior subordinated notes due
2015 issued by two of the Company's subsidiaries.  That
forbearance agreement is effective through January 31, 2009.

Masonite International -- http://www.masonite.com/-- is a global
manufacturer of residential and commercial doors, serving
customers in more than 70 countries around the world.


MERISANT WORLDWIDE: U.S. Trustee Forms 5-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of Merisant Worldwide Inc. and its debtor-
affiliates.

The members of the Committee are:

  1) Corn Products International, Inc.
     Attn: Richard A. Duda
     5 Westbrook Corporate Center,
     Westchester, IL 60154
     Tel: (708) 551-2804
     Fax: (708) 551-2801

  2) Newport Global Advisors
     Attn: Ryan L. Langdon
     21 Waterway Avenue
     The Woodlands, TX 77380
     Tel: (713) 559-7400
     Fax: (713) 559-7499

  3) Law Debenture Trust Company of New York
     as Trustee
     Attn: James D. Heaney
     400 Madison Avenue
     New York, NY 10017
     Tel: (212) 750-6474
     Fax: (212) 750-1361

  4) Wells Fargo Bank, N.A.
     Attn: James R. Lewis
     Corporate Trust Services
     45 Broadway, 14th Floor
     New York, NY 10006
     Tel: (212) 515-5258
     Fax: (866) 524-4681

  5) Kirkwood Communications
     Attn: Michael Kirkwood
     28 Ash Street
     Basking Ridge, NJ 07920
     Tel: (973) 335-4400
     Fax: (973) 335-4474

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  The Debtors proposed Young, Conaway, Stargatt & Taylor
LLP as their Delaware counsel; Blackstone Advisory Services LLP as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  The Debtors have $331,077,041 in total assets and and
560,742,486 in total debts as of Nov. 30, 2008.


MERRILL LYNCH: Kenneth Lewis Kicks John Thain Out as CEO
--------------------------------------------------------
Susanne Craig and Dan Fitzpatrick at The Wall Street Journal
report that Bank of America Chairperson and CEO Kenneth Lewis has
asked John Thain during a meeting on Thursday to resign as Merrill
Lynch & Co.'s CEO.

According to WSJ, Mr. Lewis was angered by the way Mr. Thain
handled stunning losses at Merrill Lynch.  The report states that
Merrill Lynch had reported a $15.31 billion fourth-quarter loss.
Citing people familiar with the matter, the report says that Mr.
Lewis's post has been questioned due to Merrill Lynch's woes.

WSJ relates that a source said that Mr. Thain had lost Mr. Lewis's
confidence.  Mr. Lewis, says the report, learned of the increasing
fourth-quarter losses at Merrill Lynch from a transition team
handling the merger, rather than from Mr. Thain.  Citing the
source, the report states that Mr. Lewis asked Mr. Thain what
happened, but he didn't get "good explanation for what was
happening and why."  The source said that Mr. Thain didn't appear
concerned about the losses and he "didn't really have a good grasp
of what was going on," according to the report.

WSJ reports that Mr. Lewis think that Mr. Thain had exercised
"poor judgment" on letting go of key people in the days after the
merger closed Jan. 1, 2009, including Merrill President Gregory
Fleming and wealth-management chief Robert McCann.  WSJ states
that senior bankers like Andrea Orcel and Fares Noujam, are also
considering leaving.

Citing a person familiar with the matter, WSJ says that Mr. Thain
left for a vacation in Vail, after the losses came were disclosed,
accelerated bonus payments at Merrill Lynch so they could be
collected before the end of the year, and scheduled a trip this
week to attend the World Economic Forum in Davos, Switzerland.
The source, according to WSJ, said that BofA was against the trip.

Merrill Lynch, WSJ reports, had paid out bonuses much earlier than
expected.  A source said that Merrill Lynch executives are told
what their bonus will be by the second week of January and the
payments are made in the second half of the month, WSJ relates.
According to the report, some people inside BofA believe that
Merrill Lynch accelerated the payouts to avoid having them cut by
Bank of America.  Citing a person familiar with the matter, Heidi
N. Moore at the Deal Journal relates that New York State Attorney
General Andrew Cuomo is conducting a probe on Merrill Lynch's
eleventh-hour bonus payments.

WSJ says that some Merrill Lynch board members complained that Mr.
Thain didn't fully inform them that increasing losses at the bank
threatened to block the deal with BofA.  WSJ states that Mr. Thain
offered Goldman colleagues Peter Kraus and Mr. Montag
multimillion-dollar packages to join Merrill Lynch, offending many
people at the company, as other executives went without bonuses in
2007 and 2008.

               Bernstein Litowitz Files Lawsuit

Bernstein Litowitz Berger & Grossmann LLP has filed a class action
lawsuit in the United States District Court for the Southern
District of New York arising from the proxy communications and
other public disclosures concerning the acquisition by BofA of
Merrill Lynch.

The plaintiffs named in the action are BLB&G clients and
institutional investors, Fort Worth Employees' Retirement Fund and
City of Miami General Employees' & Sanitation Employees'
Retirement Trust.

As set forth in the Complaint, the action is brought on behalf of
a class that consists of (i) all Bank of America shareholders who
held shares as of the record date of Oct. 10, 2008, and were
entitled to vote with respect to the Acquisition at a Dec. 5,
2008, special meeting of BofA shareholders and were damaged
thereby, and (ii) all persons who purchased or otherwise acquired
the securities of BofA in the period from Jan. 2, 2009, through
Jan. 20, 2009, and were damaged thereby.  The case is captioned
Fort Worth Employees' Retirement Fund v. Bank of America
Corporation, Case No., 09-CV-638.

The Complaint asserts claims under Section 14(a) of the Securities
Exchange Act and Rule 14a-9 promulgated thereunder by the
Securities and Exchange Commission.  The Complaint also asserts
separate claims under Section 10(b) of the Exchange Act and Rule
10b-5 promulgated thereunder by the SEC.  The defendants named in
the Complaint are BofA, Mr. Lewis and Mr. Thain.

As alleged in the Complaint, on Sept. 15, 2008, BofA and Merrill
Lynch reported that they had entered into an agreement for BofA to
acquire Merrill Lynch in an all-stock transaction valued at
approximately $50 billion.  In order to consummate the transaction
-- which required the approval of BofA shareholders -- BofA and
Merrill Lynch issued a joint proxy statement dated Oct. 31, 2008,
to the shareholders of BofA soliciting their approval for and
recommending a vote in favor of the Acquisition.

The Complaint alleges that the Proxy Statement contained numerous
material misstatements and omissions.  In particular, the Proxy
Statement did not accurately disclose Merrill Lynch's financial
condition and did not disclose the significant risks and
liabilities that BofA and its shareholders would be assuming by
acquiring Merrill Lynch.  Nor did the Proxy Statement reveal that
BofA and its advisors had not conducted adequate diligence on
Merrill Lynch and that, as a result, they lacked a reasonable
basis for the recommendations and other statements set forth in
the Proxy Statement.

As a result of the material misstatements and omissions contained
in the Proxy Statement, the Acquisition was overwhelmingly
approved, with 82% of votes cast in favor of the transaction.

As also alleged in the Complaint, on Jan. 1, 2009, the date the
Acquisition closed, BofA issued a press release announcing the
Acquisition's completion.  The press release contained numerous
positive statements concerning the Acquisition and the joined
companies, announcing the "creat[ion of] a premier financial
services franchise with significantly enhanced wealth management,
investment banking and international capabilities."  As alleged in
the Complaint, these statements were materially false and
misleading when made in that they did not reveal that Merrill
Lynch's financial condition was in such a deteriorated state that
BofA had considered withdrawing from the Acquisition prior to
closing and, in fact, only completed the transaction because the
federal government had undertaken to assist BofA to absorb the
acquisition of Merrill Lynch by, among other things, engaging in a
dilutive purchase of additional BofA shares.

Investors began to learn the true nature of the financial
condition of BofA and the disastrous effect the Acquisition had on
its financial position through a series of disclosures, including
BofA's Jan. 16, 2009 announcement of a loss for the fourth quarter
of $1.79 billion, which was led by a stunning $15.31 billion
fourth quarter net loss at Merrill Lynch.  These revelations and
others caused the price of BofA stock to tumble, from a closing
price of $10.20 per share on Jan. 14, 2009, to close at $5.10 per
share on Jan. 20, 2009, a 50% decline.

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).  GMI provides service global
markets and origination products and services to corporate,
institutional, and government clients around the world.  GWM
creates and distributes investment products and services for
individuals, small- and mid-size businesses, and employee benefit
plans.

As reported by the Troubled Company Reporter on September 15,
2008, Merrill has had tens of billions of dollars worth of risky,
illiquid assets carried on balance sheets that were leveraged at a
debt-to-equity ratio of more than 20 to one in the past 15 months.
The Wall Street Journal said that when the crisis started, the
assets kept deteriorating in value and couldn't easily be sold,
eating into the firm's capital cushion.  Merrill's balance sheet
topped $900 billion recently, WSJ added.  As reported by the TCR
on October 21, 2008, Merrill disclosed a
net loss from continuing operations for the third quarter of 2008
of $5.1 billion, compared with a net loss from continuing
operations of $2.4 billion for the third quarter of 2007.
Merrill's net loss for the third quarter of 2008 was
$5.2 billion, compared with a net loss of $2.2 billion, for the
year-ago quarter.


MERRITT FUNDING: S&P Withdraws 'BB' Rating $35.741 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on all
outstanding classes issued by Merritt Funding Trust Series 2005-1,
a cash flow corporate loan obligation transaction.

The rating withdrawals follow the redemption of the notes on
Jan. 15, 2009.

                        Ratings Withdrawn

                Merritt Funding Trust Series 2005-1

                   Rating                   Balance (mil. $)
                   ------                   ----------------
   Class       To          From           Current     Previous
   -----       --          ----           -------     --------
   A-1         NR          AAA            0.          446.531
   A-2         NR          AAA            0.00        295.211
   B           NR          AA             0.00          9.284
   C           NR          A              0.00         70.553
   D           NR          BBB            0.00         29.707
   Pfd tr Cer  NR          BB             0.00         35.741

                         NR - Not rated.


MIDWEST AIRLINES: Hiring of Republic Doesn't Breach Labor Pact
--------------------------------------------------------------
Tom Daykin at the Journal Sentinel reports that an arbitrator has
ruled that Midwest Airlines Inc.'s hiring of Republic Airways
Holdings Inc. to operate several Midwest Connect flights doesn't
violate its labor agreement with its pilots.

According to the Journal Sentinel, Midwest Airlines disclosed last
year that it was hiring Republic Airways to operate Midwest
Connect flights previously flown under the Midwest Airlines name,
which then resulted in job losses for the airline's union flight
crews.  The Journal Sentinel states that Republic Airways had
agreed to provide up to $25 million in financing to Midwest
Airlines, which helped prevent a Chapter 11 bankruptcy filing.

The Journal Sentinel relates that Midwest Airlines' pilots and
flight attendants unions filed grievances, claiming that the
outsourcing to Republic Airways breached their contracts.  Midwest
Airlines, according to the report, said that it will rehire laid-
off flight crews after they're trained to staff the Republic
Airways jets and if they would accept substantial pay reductions.

Citing Midwest Airlines spokesperson Michael Brophy, the Journal
Sentinel reports that the arbitrator ruled that the agreement with
Republic Airways is allowed under Midwest Airlines' labor contract
with its pilots union.  The report says that a separate grievance
filed by the flight attendants union with another arbitrator is
still pending.

Capt. Jay Schnedorf, leader of the Midwest Airlines chapter of the
Air Line Pilots Association, said that the union will continue to
negotiate over Midway Airlines' demands for pay cuts, the Journal
Sentinel relates.

                      About Midwest Airlines

Midwest Airlines -- http://www.midwestairlines.com/-- grew out of
Kimberly-Clark Corporation's internal transportation service for
executives.  It formed K-C Aviation in 1969, providing aviation
services to other companies and specializing in the meticulous
customization of corporate aircraft.  In 1984, K-C Aviation and
Kimberly-Clark launched Midwest Express Airlines, which became a
publicly traded company in 1995.  In 2003, the carrier simplified
its name to Midwest Airlines.  Northwest Airlines Corp. and
majority partner TPG Capital, based in Fort Worth, Texas, bought
Midwest Air on Jan. 31 for $451.8 million returning it to being a
privately held entity.

Midwest Airlines is headquartered in Milwaukee, where its major
hub is General Mitchell International Airport.  The Midwest
Airlines Maintenance Facility is located on the airport grounds.
A secondary hub is located in Kansas City.  Midwest flies to the
East and West Coasts, as well as many destinations in between,
from Milwaukee and Kansas City.


MIRANT CORP: Georgia District Court Dismisses Securities Lawsuit
----------------------------------------------------------------
Judge Richard W. Story of the U.S. District Court for the
Northern District of Georgia ended a six-year legal battle
clearing Mirant Corp. of allegations that it defrauded
shareholders and violated federal securities laws.

In a 75-page opinion signed on January 7, 2009, Judge Story
dismissed the consolidated securities class action lawsuit
against certain Mirant officers and directors, the underwriters
of Mirant's initial public offering, and The Southern Company,
Mirant's former parent.  The consolidated lawsuits were filed by
a class of individuals who purchase Mirant stock between
September 26, 2000, and September 5, 2002, and another class of
individuals who purchased Mirant securities between September 26,
2000, and April 2, 2001.

In the consolidated lawsuits, which included 22 separate
lawsuits, the shareholders allege that Mirant made false
statements in its initial public offering registration statement
and in various post-IPO financial statements.  The plaintiffs
asserted claims pursuant to Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Sections 11 and 15 of the
Securities Act of 1933.

In addition, the shareholders claim that Mirant illegally
manipulated California energy prices in 2000 and 2001 causing the
state's electrical rates to soar and allowing Mirant and a dozen
other companies, including Enron Corp., to reap billions in
illegal profits.

The Defendants sought to dismiss the lawsuits contending that (i)
they are time-barred; (ii) fail to allege a material misstatement
or omission under the Securities Act or Exchange Act; and (iii)
fail to allege loss causation.  The Defendants further contend
that Plaintiffs have failed to allege scienter with the
particularity required to sustain their Exchange Act claims.
Moreover, the Defendants argue that the Plaintiffs have failed to
sufficiently allege "controlling person" liability under either
the Securities Act or Exchange Act.

After reviewing the standard applicable to a motion to dismiss
and the special pleading requirements in a securities fraud case,
Judge Story concludes that further factual development is
required to determine whether the Plaintiffs' claims are barred
by the statute of limitations.  Nevertheless, because none of the
Plaintiffs' claims state a primary violation of the Securities
Act or Exchange Act, Judge Story grants the motions to dismiss.

                          About Mirant

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

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


MONEY CENTERS: Deregisters Common Stock & Suspends SEC Reporting
----------------------------------------------------------------
Money Centers of America, Inc., filed with the Securities and
Exchange Commission a Form 15 on Nov. 24, 2008, to deregister its
common stock and suspend its reporting obligations under the
Securities Exchange Act of 1934.

The company expects the deregistration to be effective 90 days
after the filing of the Form 15.  The company's obligations to
file with the SEC certain reports and forms, including Form 10-K,
Form 10-Q and Form 8-K, are suspended immediately as of the filing
date of the Form 15 and will cease as of the effective date of the
Form 15.

Christopher M. Wolfington, president and chief executive officer,
said, "The decision by the board of the directors of the company
to deregister was made after careful consideration of the
advantages and disadvantages of being a public company and the
high costs and demands on management time arising from compliance
with the many SEC requirements.  We believe deregistration will be
a significant benefit to the company by reducing expenses and
permitting management to focus its energies on operating the
company's business."

Based in King of Prussia, Pennsylvania, Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry.  The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos.  The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain their own cash access services, including the addition of
merchant card processing.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $5,960,106 and total liabilities of $15,067,650, resulting in a
stockholders' deficit of $9,107,544.

For three months ended Sept. 30, 2008, the company posted a net
loss of $745,608 compared with a net loss of $719,348 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $1,848,233 compared with a net loss of $2,502,533 for the
same period in the previous year.

                        Going Concern Doubt

The company has a working capital deficit of $11,026,913, a
stockholders' deficit of $9,107,544 and an accumulated deficit of
$26,248,570 at Sept. 30, 2008.  The company also reflected a net
loss of $1,848,233 for the nine months ended Sept. 30, 2008.
These conditions raise substantial doubt about the company's
ability to continue as a going concern.

Management is in the process of implementing its business plan.
Additionally, management is actively seeking additional sources of
capital, but no assurance can be made that capital will be
available on reasonable terms.  Management believes the actions it
is taking allow the company to continue as a going concern.


MOTOR COACH: Asks Court to Adjourn Jan. 26 Confirmation Hearing
---------------------------------------------------------------
The official committee of unsecured creditors of Motor Coach
Industries International, Inc., and affiliated debtors has filed
an emergency motion seeking the adjournment of the hearing on the
confirmation of the Debtors' First Amended Joint Plan of
Reorganization, which is scheduled to begin on Jan. 26, 2009.

The Committee states:

  -- The Debtors still have not produced key discovery regarding
     their financial advisor's valuation analysis, nor have they
     produced their financial advisor's rebuttal expert report.
     The Debtors also have failed to produce documents relating to
     their net operating losses, even though the deposition of
     their chief financial officer is scheduled to commence on
     Jan. 20, 2009.  And, depositions of the expert witnesses
     still have not been taken.

  -- The Debtors indicated on Jan. 13, 2009, that they would
     adjourn the confirmation hearing and told the Committee that
     they were postponing all scheduled depositions and the
     exchange of rebuttal witness expert reports, only to inform
     the Committee on the morning of Jan. 16, 2009, that they had
     a change of mind, and the confirmation would go forward as
     originally scheduled.

  -- Since putting the confirmation hearing back on for Jan. 26,
     the Debtors have delayed responding to document requests,
     scheduling depositions, and the exchange of rebuttal reports,
     and have otherwise hindered the Committee's preparation for
     the confirmation hearing.

  -- The adjournment of the confirmation hearing will allow the
     Committee to make a full and fair opportunity to challenge
     the confirmability of the Plan.

On Dec. 15, 2008, the Debtors filed an amended Plan and Disclosure
Statement.  On Dec. 15, 2008, the Court approved the Disclosure
Statement and scheduled the confirmation hearing for Jan. 26,
2009.  The Committee will be interposing and prosecuting various
objections to the Plan, which provides for zero recovery to
general unsecured creditors.

The Committee has also requested the depositions of Chris
Motogawa, Treasurer of the Debtor, Todd Pankey, Vice President,
Supply Chain of Motor Coach, and Sandra Morrison, who the
Committee understands in the controller for one of the Canadian
affiliates.  The Committee's counsel believes that, based on
frequent reference to these individuals in relevant documents,
such individuals have broad knowledge of facts regarding (i) the
process by which the Debtors determined which of their vendors
should receive "critical vendor" status (entitling such vendors to
receive preferential treatment on account of their claims), which
goes to the Committee's argument that the Plan unfairly
discriminates against Class 5 - General Unsecured Claims, and (ii)
the history of payments made by the Debtors to or for the benefit
of their Canadian affiliates on account of intercompany debt,
which goes to the Committee's argument that the Plan
inappropriately settles valuable preference claims against the
Canadian affiliates for nothing.

The Committee relates that the Debtors will not be prejudiced by
an adjournment.  The Lock-Up Agreement and DIP Agreements contain
default or termination provisions only if the Plan does not become
effective by Feb. 28, 2009, but there is no requirement that the
confirmation hearing begin on a date certain.  If the confirmation
hearing is adjourned for a reasonable time period, such as one or
two weeks, the confirmation hearing can still be concluded well in
advance of 10 days prior to Feb. 28, which is the amount of time
necessary for a confirmation order to become final per Bankruptcy
Rule 3020(c).

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The company and six of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisors, LLC
and certain of its affiliates.  The company's Canadian operations
are not included in the filing.  Kenneth S. Ziman, Esq., and
Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New
York; and Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.
Attorneys at Womble Carlyle Sandridge & Rice PLLC and Brown
Rudnick LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.  Rothschild Inc. and AlixPartners LLP
also provide restructuring advice.  At the time of filing, the
Debtors listed assets of between $500,000,000 and $1,000,000,000
and liabilities of between $100,000,000 and $500,000,000.


NATURAL PRODUCTS: Bank Loan Sells at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which Natural Products
Group is a borrower traded in the secondary market at 36.40 cents-
on-the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a decrease of 2.40 percentage
points from the previous week, the Journal relates.  Natural
Products Group pays interest at 225 points above LIBOR.  The loan
matures March 8, 2014.  The bank loan is not rated.

Natural Products Group, LLC is the holding company for Levlad,
LLC, and Arbonne International, LLC.  Levlad, headquartered in
Chatsworth, California, is a leading manufacturer and marketer of
branded natural and organic personal care products, under the
brand names Nature's Gate(R) and Nature's Gate(R) Organics(R),
which are sold through specialty retailers. Arbonne, based in
Irvine, California, markets its own brand of herbal and botanical
personal care products through a direct sales network of
independent consultants in North America.

In January 2006, Harvest Partners, Inc., a New York-based private
equity investment firm specializing in management buyouts and
growth financings of middle-market companies, completed a second
recapitalization of Natural Products Group, LLC, issuing a
$62.5 million dividend to shareholders.  In total, Natural
Products Group has issued approximately $200 million in dividends
to its shareholders in 2005 on an original equity investment of
approximately $93 million made in November 2004.

On August 16, Harvest completed an initial recapitalization of
Natural Products Group. The August recapitalization included an
option whereby the Company could, under certain conditions, borrow
an additional amount of debt under the credit facilities to pay a
dividend to shareholders within 18 months.


NATIONAL RADIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Radio Corp.
        3975 Fair Ridge Drive
        Suite 200 North
        Fairfax, VA 22033-2911
        Tel: (703) 272-7600

Bankruptcy Case No.: 09-10097

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: George LeRoy Moran, Esq.
                  4041 University Drive, Suite 301
                  Fairfax, VA 22030-3410
                  Tel: (703) 359-8088
                  Fax: (703) 359-8094
                  Email: glmoran@yahoo.com

Estimated Assets: $0 to $10,000

Estimated Debts: $100,001 to $1,000,000

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10097.pdf

The petition was signed by Sima Birach, Jr., President of the
company.


NEXT 1 INTERACTIVE: Earns $337,009 for Quarter Ended November 30
----------------------------------------------------------------
Next 1 Interactive, Inc.'s auditors expressed their substantial
doubt as to the company's ability to continue as a going concern
in their audit report for the fiscal year ended February 29, 2008.

"At November 30, 2008, the company had $97,051 cash on hand and a
stockholders' equity of $15,050,056.  While the Company is
attempting to increase sales, the growth has not been significant
enough to support the company's daily operations and the company
cannot currently fund its operations for the next 12 months.  To
date, we have funded our operations primarily from private equity
financings.  From the fiscal year ended February 28, 2006 to 2008,
we have issued an aggregate of 734,431,280 for an aggregate
purchase price of $4,622,883.  Until the company becomes and
maintains profitability, if ever, management may attempt to raise
additional funds by way of one or more public or private equity or
debt offerings.  While we believe in the viability of our strategy
to improve sales volume and in our ability to raise additional
funds, there can be no assurances to that effect.  The
availability of funds depends in large measure on capital markets
and over which we exert no control and liquidity factors.  We can
provide no assurance that sufficient financing will be available
on desirable terms to fund investments, acquisitions, stock
repurchases or extraordinary actions.  General weakening in the
credit markets could increase our cost of capital," William Kerby,
chief executive officer and vice-chairman, and Teresa McWilliams,
chief financial officer, disclosed in a regulatory filing dated
January 20, 2009.

As of November 30, 2008, the company's balance sheet showed total
assets of $17,458,669, total liabilities of $2,408,612 and total
shareholders' equity of $15,050,056.

For the three months ended November 30, 2008, the company reported
net profit of $337,009, compared with a net loss of $635,244 for
the same period a year earlier.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3886

                  About Next 1 Interactive, Inc.

Next 1 Interactive, Inc., is an interactive media company focusing
on video and rich media advertising delivered over Internet and
television platforms.


NIELSEN FINANCE: S&P Puts B- Issue-Level Rating on $300MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned an issue-level
and recovery rating to $300 million senior unsecured notes due
2014 issued by co-borrowers Nielsen Finance LLC and Nielsen
Finance Co.  S&P assigned the debt an issue-level rating of 'B-'
(one notch below the 'B' corporate credit rating on parent The
Nielsen Co. B.V.), and a recovery rating of '5', indicating S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.

Proceeds of the new notes will be used for capital expenditures
and other general corporate purposes, including retiring The
Nielsen Co. B.V.'s GBP250 million 5.625% putable notes due in 2010
or 2017.  The issue and recovery ratings on Nielsen's other
secured and unsecured debt remains unchanged.

                            Ratings List

                       The Nielsen Co. B.V.

              Corporate Credit Rating    B/Stable/--

                          Rating Assigned

                        Nielsen Finance LLC
                        Nielsen Finance Co.

      $300 million senior unsecured notes due 2014      B-
         Recovery Rating                                5


NORTHEAST BIOFUELS: To File Schedules and Statement on Feb. 13
--------------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the United States Bankruptcy
Court for the Northern District of New York extended until
Feb. 13, 2009, the deadline for Northeast Biofuels LP and its
debtor-affiliates to filed their schedules of assets and
liabilities, and statements of financial affairs.

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as 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.


OLYMPIC CLO: S&P Downgrades Rating on Class B-2L Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1L and B-2L notes issued by Olympic CLO I Ltd., a
collateralized loan obligation transaction backed by corporate
loans managed by Churchill Pacific Asset Management LLC.  The
ratings on the class A-3L, B-1L, and B-2L notes remain on
CreditWatch with negative implications, where they were placed
Dec. 5, 2008.  At the same time, S&P affirmed its ratings on the
other six tranches from this transaction.

The lowered ratings reflect the negative migration in the credit
quality of the underlying collateral and the increase in defaults
over the last year.  Based on the Dec. 4, 2008, trustee report,
18.16% of the collateral portfolio, or $54.5 million, was rated in
the 'CCC' range and the transaction had incurred more than
$4 million in defaults.

Standard & Poor's will continue to monitor the performance of the
transaction to determine the stability of the tranches at their
rating levels.

      Ratings Lowered And Remaining On Creditwatch Negative

                         Olympic CLO I Ltd.

                             Rating
                             ------
             Class   To                  From
             -----   --                  ----
             B-1L    BBB-/Watch Neg      BBB/Watch Neg
             B-2L    BB-/Watch Neg       BB/Watch Neg

             Rating Remaining On Creditwatch Negative

                         Olympic CLO I Ltd.

                    Class         Rating
                    -----         ------
                    A-3L          A/Watch Neg

                         Ratings Affirmed

                         Olympic CLO I Ltd.

                       Class         Rating
                       -----         ------
                       A-1L          AAA
                       A-1LA         AAA
                       A-1LB         AAA
                       A-2L          AA
                       X             AAA
                       U             AAA

  Transaction Information
  -----------------------
Issuer:             Olympic CLO I Ltd.
Collateral manager: Churchill Pacific Asset Management LLC
Underwriter:        Bear Stearns Cos. LLC
Indenture trustee:  JPMorgan Chase Bank N.A.


OSHKOSH TRUCK: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which OshKosh Truck is a
borrower traded in the secondary market at 63.55 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.55 percentage points
from the previous week, the Journal relates.  OshKosh Truck pays
interest at 175 points above LIBOR.  The loan matures November 9,
2013.  The bank loan carries Moody's Ba3 rating and Standard &
Poor's BB+ rating.

                 About Oshkosh Truck Corporation

Headquartered in Oshkosh, Wisconsin, Oshkosh Truck Corporation
(NYSE:OSK) -- http://www.oshkoshtruckcorporation.com/-- is a
designer, manufacturer and marketer of specialty access equipment,
military, commercial and fire and emergency vehicles and vehicle
bodies.  Founded in 1997, Oshkosh's products are valued by rental
and construction companies, defense forces, fire and emergency
units, municipal and airport support services, and concrete
placement and refuse businesses where high quality, superior
performance, rugged reliability and long-term value are paramount.


PALMAS INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Palmas Investments LLC
        3901 Mt. Vernon Avenue #B
        Alexandria, VA 22305

Bankruptcy Case No.: 09-10250

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Edward Gonzalez, Esq.
                  Law Office of Edward Gonzalez, P.C.
                  2405 Eye St. N.W., Suite 1A
                  Washington, DC 20037
                  Tel: (202)822-4970
                  Email: EG@money-law.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10250.pdf

The petition was signed by Henver Palma, President of the company.


PENN TREATY: A.M. Best Downgrades Financial Strength Rating to 'E'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to E (Under Regulatory Supervision) from D (Poor) and issuer
credit ratings (ICR) to "rs" from "c" of Penn Treaty Network
America Insurance Company (Penn Treaty Network America) and
American Network Insurance Company (American Network). A.M. Best
also has downgraded the ICR to "d" from "c" of the holding
company, Penn Treaty American Corporation (Penn Treaty)
[NYSE:PTA].

Concurrently, A.M. Best has affirmed the FSR of D (Poor) and ICR
of "c" of American Independent Network Insurance Company of New
York (American Independent Network) (New York, NY). The outlook
for American Independent Network's ratings is negative. All
companies are domiciled in Allentown, PA, except where specified
and are subsidiaries of Penn Treaty.

The rating actions on Penn Treaty Network America and American
Network are in response to their entrance into voluntary
rehabilitation by their domiciliary state of Pennsylvania on
January 6, 2009.

Penn Treaty has announced that it has entered into a non-binding
letter of intent to sell a majority interest in American Network
and its business operations including substantially all of the
company's long-term care insurance policies issued after
December 31, 2001 (NewCo). Penn Treaty Network America will retain
ownership of all long-term care insurance policies issued prior to
2002 (OldCo). Should a definitive agreement be signed for the sale
of American Network, A.M. Best would re-evaluate its ratings.
American Independent Network is not part of the sale agreement and
would become a direct subsidiary of Penn Treaty Network America
prior to any sale.


PETCO ANIMAL: S&P Downgrades Rating on $700 Mil. Loan to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its bank loan
rating on PETCO Animal Supplies Inc.'s $700 million term loan to
'B+' from 'BB-'.  S&P has revised the recovery rating on this debt
issue to '2' from '1'.  The '2' recovery rating indicates
expectation for substantial (70%-90%) recovery of principal in the
event of payment default.  At the same time S&P revised the
outlook on PETCO to stable from negative and affirmed the 'B'
corporate credit rating on the company.

"The rating action on the term loan reflects our lower emergence
enterprise valuation under our simulated default scenario than
used in our previous analysis," said Standard & Poor's credit
analyst Mariola Borysiak, "due to weaker prospects for the retail
industry in light of the current economic downturn."  As a result,
S&P revised the valuation multiple to 5.5x from 6x.

"The outlook revision reflects our belief that PETCO will continue
to navigate the weak economy relatively well," added Ms. Borysiak,
"and that it will be able to maintain its current credit metrics."


PHOTOCHANNEL NETWORKS: Auditor Raises Going Concern Doubt
---------------------------------------------------------
PhotoChannel Networks Inc., at September 30, 2008, had a working
capital deficiency of C$2,477,913 and an accumulated deficit of
C$70,767,148 and has suffered losses since inception. During the
year ended September 30, 2008, the company used cash of
approximately C$600,000 to fund operations and C$4,800,000 to
acquire items of property and equipment.  At September 30, 2008,
the company was committed to purchasing additional items of
property and equipment with a cost of C$1,487,000.

For the year ended September 30, 2008, the company posted a net
loss of C$8,717,026, compared with a net loss of C$6,072,236 for
the same period a year earlier.  As of September 30, 2008, the
company's balance sheet showed total assets of C$20,623,453, total
liabilities of C$10,359,796, and total stockholders' equity of
C$10,263,657.

"While these financial statements have been prepared using
Canadian accounting standards applicable to a going concern, which
assumes the realization of assets and settlement of liabilities in
the normal course of business as they become due, these conditions
may cast significant doubt on the validity of this assumption,"
PricewaterhouseCoopers LLP in Vancouver, Canada, noted.

PwC audited the company's 2008 and 2007 consolidated financial
statements.  In a letter dated January 12, 2009, to the
shareholders of PhotoChannel Networks Inc., PwC said the working
capital deficiency, accumulated deficit and continuing losses
raise substantial doubt about the company's ability to continue as
a going concern.

Chief Executive Officer Kyle Hall and Chief Financial Officer
Robert Chisholm disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that management has considered
the company's current financial situation and major investments
made during the year ended September 30, 2008.  "The company added
a number of significant new customers during the year.  Revenues
from the new customers were not generated until the later part of
the year."

"Management has prepared a detailed plan which covers the period
through the end of fiscal 2009 and beyond which includes measures
to increase revenues, improve quality and contain costs.  The
company's ability to continue as a going concern is dependent upon
meeting its plans, which is dependent upon its ability to continue
to generate revenues sufficient to recover its operating costs and
capital requirements in an industry that is characterized by rapid
technological change.  There is no assurance that the company will
be successful in achieving these objectives."

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3881

                    About PhotoChannel Networks

PhotoChannel Networks Inc. offers the photofinishing retailer and
its customers an online and in-store solution for producing prints
and gifting products from their digital images.  The company's
online platform electronically connects the photofinishing
retailer and its customers through the Internet and provides
digital image delivery, hosting, transaction processing and
storage.  The company, through its wholly-owned subsidiary,
Pixology Limited, provides the photofinishing retailer with kiosk
software, which allows consumers to offload digital images from
their digital media and order prints and gifting products within
the retailer's locations.  The kiosk software is also connected to
the company's online platform permitting customers in-store to
order gifting products from the kiosk, which are then transmitted
from the kiosk to a remote fulfillment facility via the online
platform.


PRAISE AND GLORY: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Praise and Glory Church of God in Christ, Inc.
        339 State Street
        Springfield, MA 01105

Bankruptcy Case No.: 09-30044

Type of Business: Church

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Henry J. Boroff

Debtor's Counsel: Cynthia Lopez, Esq.
                  86 Spring St.
                  West Roxbury, MA 02132
                  Tel: (617) 620-8472
                  Fax: (617) 327-2950
                  Email: attycynthialopez@earthlink.net

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Schindler Elevator Corp.              Disputed        $15,533

Otis Elevator Company         Private Contract         12,241

The petition was signed by Ida R.Colon, Treasurer of the company.


PRECISION SOILS: Files for Chapter 7 Liquidation
------------------------------------------------
North County Times reports that Precision Soils & Forest Products,
Inc., has filed for Chapter 7 liquidation.

According to North County Times, Precision Soils listed $380,000
in debt.  Court documents say that Precision Soils' assets would
be enough to cover most of its secured debt, but none of its
unsecured debt.

Mark Brownton founded Precision Soils and Forest Products, Inc. --
http://psfpinc.com-- in 1998 as a result of his passion for
organic growing and natural products.  The 11-year-old company
made wood chips, soils, and other landscaping products.  Its
retail location was on Wickerd Road in Menifee.


PREFERRED AUTOMOTIVE: Case Summary & 9 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Preferred Automotive Sales, Inc.
        2020 Lexington Road
        Nicholasville, KY 40356

Bankruptcy Case No.: 09-30062

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David Nathaniel Hise, Esq.
                  Zielke Law Firm, PLLC
                  462 South Fourth Street
                  1250 Meidinger Tower
                  Louisville, KY 40202
                  Tel: (502) 589-4600
                  Fax: (502) 584-0422
                  Email: dhise@zielkefirm.com

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kywb09-30062.pdf

The petition was signed by Edward Keith Slaughter, President of
the company.


QEP CO: Lenders Agree to Forbearance Until March 16, 2009
---------------------------------------------------------
Q.E.P. Co., Inc. discloses that as of November 30, 2008, the
Company had breached certain financial covenants under its
domestic credit facility and, accordingly, was in default under
that credit facility and under certain other international and
domestic facilities.  As a result, on January 22, 2009, the
Company entered into a Forbearance Agreement through March 16,
2009 applicable to the Company's domestic credit facility.

Under the third Amended and Restated Loan Agreement dated
December 30, 2008, the Lenders extended certain loans and other
financial accommodations to the Company consisting of:

   (a) a commercial revolving loan in the principal amount of up
       to US$35,000,000; and

   (b) a mortgage loan in the outstanding principal balance as of
       June 10, 2008, of C$2,298,187.

Bank of America, N.A., and HSBC Bank USA, N.A. Are the lender
under the facility.

Q.E.P. says there can be no assurance that it will be in
compliance with the terms of its credit facilities upon the
termination of the Forbearance Agreement, or able to either amend
its credit facilities, obtain continued forbearance or additional
financing on terms acceptable to the Company, or that such
financing will be available at all.

Q.E.P. Co., Inc. yesterday filed a Form 10-Q with the SEC to
announce its financial results for the third quarter of its fiscal
year ending on February 28, 2009.

The Company reported quarterly net sales of $48.6 million for the
third quarter of fiscal 2009, a decrease of $6.0 million from the
$54.6 million reported in the same quarter of fiscal 2008. In
addition, gross profit margin decreased from 28.8% in the third
quarter of fiscal 2008 to 24.1% in the third quarter of fiscal
2009.

Net sales were $162.5 million for the first nine months of fiscal
2009 with a gross profit margin of 27.9% compared to net sales of
$168.7 million with a gross profit margin of 28.7% for the first
nine months of fiscal 2008.

In the third quarter of fiscal 2009, principally due to the
decline in its market valuation, the Company recorded a
$7.9 million non-cash goodwill impairment charge. The non-cash
goodwill impairment charge, along with lower sales and gross
profit margin, resulted in third quarter fiscal 2009 operating
loss of $8.4 million compared to operating income of $2.0 million
for the third quarter of fiscal 2008 and year to date fiscal 2009
operating loss of $3.9 million compared to operating income of
$8.2 million for fiscal 2008.

Net loss for the third quarter of fiscal 2009 was $8.4 million
compared to net income of $0.8 million for the third quarter of
fiscal 2008.  In all periods presented, a significant portion of
the goodwill impairment charge and the change in the put warrant
liability are non-deductible for tax purposes.

Year to date fiscal 2009 net loss was $6.3 million compared to net
income of $1.7 million for the first nine months of fiscal 2008.

The Company had $78.2 million in total assets and $$62.2 million
in total liabilities as of November 30, 2008.

CEO Lewis Gould commented, "It is important to note that despite
the state of the global economy, the core values of QEP and
relationships we have remain strong. Our customer partners,
banking partners, and vendor partners are all dealing with the
same macroeconomic forces that QEP is. When the economy eventually
stabilizes, we believe we will be well poised for the inevitable
market upswing. In the meantime, we are undertaking steps
necessary to return to profitability."

Based in Boca Raton, Florida, Q.E.P. Co., Inc. manufactures,
markets and distributes a line of specialty tools and flooring-
related products for the home improvement market in United States
and 49 countries throughout the world.


QUEBECOR WORLD: Court Grants Short Plan Extension Until March 9
---------------------------------------------------------------
Quebecor World (USA) Inc., and its affiliated debtors obtained a
March 9 extension from the U.S. Bankruptcy Court for the Southern
District of New York of their exclusive period to file a Chapter
11 plan.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor
initially has 120 days from its bankruptcy filing to file a
Chapter 11 plan.  The debtor will have 60 additional days to
solicit acceptances of that plan.

The approved extension was shorter than what was requested by the
Debtors.  The Debtors had asked the Court to further extend the
exclusive filing period to file a plan of reorganization for an
additional approximately four months, through and including
May 31, 2009, and to extend the exclusive period to solicit
acceptances to that plan to through and including July 31, 2009.

According to Bloomberg, David Botter, a lawyer for unsecured
creditors, said an initial bid to extend Quebecor's control to May
31 had been curtailed after lawyers for creditors and debtors
agreed they needed to speed up talks to reach a consensual plan of
reorganization.

In their request for an extension, the Quebecor entities said
that, in light of the size of these cases, the need to address the
operational issues associated with their businesses and the
challenges arising from the cross-border nature of their financial
affairs, they will require a period of time longer than that
already granted by the Court in order to formulate and confirm a
plan of reorganization.

                     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.


QUINTILE TRANSNATIONAL: S&P Raises Issue-Level Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Rating Services said that it raised its issue-
level rating on Quintile Transnational's second-lien debt to 'B+'
(one notch lower than the corporate credit rating) from 'B' and
changed the recovery rating to '5', indicating the expectation for
modest (10% to 30%) recovery in the event of a payment default,
from '6'.

At the same time, it affirmed the issue-level ratings on
Quintiles' $1.225 billion of first-lien debt and its corporate
credit rating.  The change follows a review of Quintiles' recovery
ratings, and an increase in the emergence multiple to 6x, in line
with peer companies.  Pharma Services Intermediate Holding Corp.
is the guarantor for these debts.

"The ratings on Research Triangle Park, North Carolina-based
Quintiles Transnational Corp. continue to reflect the volatile
demand characteristics for the company's services, and its
aggressive financial policy and leverage that has existed since
the company became privately held in 2003," said Standard & Poor's
credit analyst Arthur Wong.  Somewhat mitigating these factors,
however, is Quintiles' industry-leading position as a contract
services provider to the pharmaceutical and biotechnology
industries, its ample liquidity, and its consistently improving
operating performance.

Quintiles remains dependent on broader developments in the
pharmaceutical industry, which currently include reduced demand
from some biotechnology companies as they cope with funding
challenges, and a stricter focus on cost control by large
pharmaceutical companies.  However, Quintiles' outsourced
development services and outsourced commercialization services
give it revenue diversity unmatched by peers, and its size leaves
it best positioned to handle volatility in demand.


RAMBO VENTURES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rambo Ventures, LLC
        59 Leverignton Avenue
        Philadelphia, PA 19127

Bankruptcy Case No.: 09-10045

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David A. Scholl, Esq.
                  Regional Bankruptcy Center of SE PA
                  Law Office of David A. Scholl
                  6 St. Albans Avenue
                  Newtown Square, PA 19073
                  Tel: (610) 353-7543
                  Email: pscholl@redemptionlawcenter.com

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

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

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

            http://bankrupt.com/misc/paeb09-10045.pdf

The petition was signed by Walter Steven Rambo.


REALOGY CORP: Bank Loan Sells at 39% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 60.31 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a decrease of 2.36 percentage points
from the previous week, the Journal relates.  Realogy pays
interest at 225 points above LIBOR.  The loan matures
September 30, 2013. The bank loan carries Moody's Caa1 rating and
Standard & Poor's CCC- rating.

Realogy Corporation, a global provider of real estate and
relocation services, has a diversified business model that
includes real estate franchising, brokerage, relocation and title
services.  Realogy's world-renowned brands and business units
include Better Homes and Gardens(R) Real Estate, CENTURY 21(R),
Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran
Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC,
Cartus and Title Resource Group.  Headquartered in Parsippany,
N.J., Realogy has approximately 12,000 employees worldwide.
Realogy is owned by affiliates of Apollo Management, L.P., a
leading private equity and capital markets investor.


SUNSTATE EQUIPMENT: Moody's Junks Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default rating of Sunstate Equipment Co., LLC to
Caa1 from B2.  The outlook remains negative.

The downgrade reflects four main concerns: 1) impact of much
weaker construction markets, particularly in Nevada, Colorado and
Arizona, which has weakened Sunstate's margins and leverage
measures; 2) expectation that construction activity will
deteriorate further in 2009, particularly for non-residential
construction activity that Sunstate is most exposed to; 3) concern
that declining used equipment values may diminish the value of
collateral supporting the company's debts; 4) concern that a
covenant breach could occur under Sunstate's asset-based revolving
credit facility as used equipment price declines reduce the
facility's eligible borrowing base to levels that activate
financial ratio covenant tests.

The negative outlook reflects the likelihood of prolonged softness
in Sunstate's Southwestern U.S. construction markets, Moody's view
that used equipment prices, which have declined materially since
August, should decline further in 2009, and Sunstate's 2008 fleet
growth, rather than fleet reduction-- these factors suggest weaker
financial flexibility and a diminished liquidity profile upcoming.

Additional rating changes:

  -- $107.6 million 10.5% second lien notes due 2013 to Caa3, LGD
     5, 83% from Caa1, LGD 5 82%

Moody's last rating action occurred May 15, 2008 when Sunstate's
corporate family rating was downgraded to B2 from B1 and the
outlook was changed to negative from stable.

Sunstate Equipment Co. LLC, headquartered in Phoenix, Arizona, is
a regional equipment supplier with 57 branches predominately in
the Southwestern U.S. Original rental fleet equipment cost was
$386 million at September 30, 2008.  The company had last twelve
months ended September 30, 2008 revenues of over $235 million.


RED ROCK PICTURES: Posts $318,582 Net Loss for Qtr. Ended Nov. 30
-----------------------------------------------------------------
Red Rock Pictures Holdings, Inc., had $1,644 in cash and a working
capital deficiency of $706,882 as of November 30, 2008.  "A
substantial amount of cash will be required in order to continue
operations over the next twelve months.  Based upon our current
cash and working capital deficiency, we will not be able to meet
our current operating expenses and will require additional
capital," Reno Rolle, president, chief executive officer, and
director, and Steve Handy, chief financial officer, disclosed in a
regulatory filing dated January 20, 2008.

"Our cash flows used in operations activities was $25,206
reflecting the increase in our accounts receivable and the
recording of revenue and expenses associated with the delivery of
an infomercial project during the quarter.  Our cash flows used in
investing activities was $157,461.  The balance reflects an
increase in both production loans and print and advertising
funding and related interest.  The company expects to see some
payments on the loans and print and advertising funding during the
second half of fiscal year 2009.  Our cash flows from financing
activities represent activity with a related party to fund print
and advertising and production loans."

According to Mr. Rolle and Mr. Handy, the company has experienced
losses from operations since inception that raise substantial
doubt as to its ability to continue as a going concern.  "The
company's existence is dependent upon management's ability to
develop profitable operations and resolve its liquidity problems.
Management anticipates the company will attain profitable status
and improve its liquidity through continued business development
and additional equity investment in the Company."

As of November 30, 2008, the company's balance sheet showed total
assets of $5,880,183, total liabilities of $2,644,425, and total
stockholders' equity of $3,235,758.

Net loss for the quarter ended November 30, 2008, was $318,582,
compared with a net loss of $182,325 for the same period a year
earlier.

On January 8, 2009, the company entered into a definitive
agreement to acquire New York based ComedyNet.TV, Inc., a leader
in multimedia comedic content distribution.  Under the terms of
the share exchange agreement, the company will issue 68,000,000
common shares, or approximately 40% of its outstanding common
shares, in consideration for 100% of the issued and outstanding
ComedyNet capital stock.  ComedyNet has arranged an initial
investment of $500,000 into the combined company by a third-party
investor, in the form of a Secured Convertible Note which is
convertible at $0.25 per share.  The acquisition, which is subject
to satisfaction of due diligence, and other ordinary and customary
closing conditions for a transaction of this type, is anticipated
to close before the end of the second quarter, February 28, 2009.

Mr. Rolle and Mr. Handy disclosed that the company intends to seek
advice from investment professionals on how to obtain additional
capital.  "[We] believe that by being a public entity we will be
more attractive to the sources of capital.  In addition, we will
need to raise additional capital to continue our operations past
twelve months and there is no assurance that we will be successful
in raising the needed capital.  Currently we have no material
commitments for capital expenditures."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3884

                      About Red Rock Pictures

Red Rock Pictures, Inc. was incorporated on August 18, 2006 under
the laws of the State of Nevada and was acquired by Red Rock
Pictures Holdings Inc. on August 31, 2006.  The company engages in
the business of developing, financing, producing and licensing
feature-length motion pictures worldwide.


RICHWAY CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Richway Construction Corporation
        4692 Country Lane
        Rocky Mount, NC 27803

Bankruptcy Case No.: 09-00155

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P. O. BOX 7479
                  WILSON, NC 27895-7479
                  Tel: (252) 291-1746
                  Email: annhinson@nc.rr.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-00155.pdf

The petition was signed by L. Wayne Ferrell, President of the
company.


SAINT VINCENT CATHOLIC: Board to Discuss Possible Bankruptcy
------------------------------------------------------------
Nathan Duke and Howard Koplowitz at Timesledger.com report that
Saint Vincent Catholic Medical Centers board members will meet
this week to discuss a next move for St. John's Queens and Mary
Immaculate hospitals, including a possible bankruptcy filing and
the closure of the hospitals.

As reported by the Troubled Company Reporter on Jan. 15, 2009, St.
John's Queens and Mary Immaculate hospitals may file for
bankruptcy protection and close in February.

The board may not be able to reach a final decision during the
meeting, Timesledger.com relates, citing a Caritas Health Care
spokesperson Craig Horowitz.  According to the report, Mr.
Horowitz said that Caritas Health sought to borrow state funds to
help keep the hospitals open.  "It is not necessarily the case
that the board meeting will result in some momentous decision.
They are in continuing discussions [with the state].  They have
not received any sort of decision yet," the report quoted Mr.
Horowitz as saying.

Caritas Health would have to take action if it fails to secure
assistance from the state to keep St. John's and Mary Immaculate
from closing, Timesledger.com reports, citing Vincent Arcuri, a
Caritas Health board member and chairman of Community Board 5
chairperson.  According to the report, Mr. Arcuri said, "We are at
a point where we have to make a decision if we can't make payroll
and there is no more money from the state.  We have five days to
make a decision.  [Caritas wants] funding for 90 days while a plan
is developed....  We have 150 vendors and suppliers.  We need to
make sure people get paid."

Timesledger.com quoted Caritas Health chief restructuring officer
John Lavan as saying, "We have reached the point where vendors are
putting pressure on us.  We have to make sure we are running a
safe operation."  St. John's and Mary Immaculate lost a total of
$60 million in 2008 and have a running deficit of $29 million
going into this year, the report says, citing Mr. Lavan.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers is one of the New York
metropolitan area's most comprehensive health care systems,
serving nearly 600,000 people annually.  SVCMC was established in
2000 as a result of the merger of Catholic Medical Centers of
Brooklyn and Queens, Saint Vincent Hospital and Medical Center of
New York and Sisters of Charity Healthcare on Staten Island.
Sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York, SVCMC serves as
the academic medical center of New York Medical College in New
York City.

The system includes seven hospitals:

    * Bayley Seton, Staten Island
    * Mary Immaculate, Queens
    * St. John's Queens
    * St. Vincent's Manhattan
    * St. Vincent's Staten Island
    * St. Vincent's Westchester


SANKOFA CHARTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sankofa Charter School
        fka Kipp Sankofa Charter School
        468 Washington Street
        Buffalo, NY 14203
        Tel: (716) 446-5708
        Fax: (716) 446-5709

Bankruptcy Case No.: 09-10069

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Company Description: KIPP (Knowledge is Power Program) Sankofa
                     Charter School is a FREE public charter
                     school whose sole mission is to provide
                     educationally underserved middle school
                     students with the knowledge, skills, and
                     character needed to succeed in top-quality
                     high schools, colleges, and the competitive
                     world beyond.
                     See: http://www.kippsankofa.org/

Debtor's Counsel: Daniel F. Brown, Esq.
                  Damon & Morey
                  1000 Cathedral Place, 298 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 856-5500
                  Email: dbrown@damonmorey.com

Estimated Assets: $50,001 to $100,000

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

The petition was signed by Samuel Savarino, chairman of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nywb09-10069.pdf


SCUDDY BRUCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Scuddy Bruce Moore
        150 Covey Hill Lane
        Greenville, SC 29615

Bankruptcy Case No.: 09-00046

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road
                  Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Email: bknotice@thecooperlawfirm.com

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

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

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

The petition was signed by Scuddy Bruce Moore.


SEMGROUP ENERGY: Elects Duke R. Ligon as Chairman of the Board
--------------------------------------------------------------
Duke R. Ligon was elected by the board of directors of SemGroup
Energy Partners, L.P.'s general partner, SemGroup Energy Partners
G.P., L.L.C., to serve as the chairman of the board.  Mr. Ligon
has served on the board, as an independent director, since Oct. 1,
2008.

Mr. Ligon will replace Sundar S. Srinivasan from Manchester
Securities, who resigned from his position as chairman of the
board and a director on Jan. 9, 2009, due to other commitments.
Two members affiliated with Manchester Securities will continue to
serve on the board.

"We are grateful for the leadership that Mr. Srinivasan has
provided in a time of challenge and opportunity for SGLP, and we
wish him the best in his future endeavors,' stated Kevin Foxx,
SGLP's chief executive officer.  "Management looks forward to
working with Mr. Ligon as we continue to rebuild and strengthen
our business.  Duke brings a wealth of knowledge and industry
experience to SGLP and we look forward to continued progress under
his chairmanship."

In a separate filing with the Securities and Exchange Commission,
the company disclosed that the board of directors of its general
partner, approved a reimbursement in the amount of $312,057.44 to
Kevin L. Foxx, the general partner's president and chief executive
officer.

The reimbursement relates to certain fees, taxes and other
expenses incurred by Mr. Foxx in July 2008 in connection with the
cancellation by Mr. Foxx of an unplanned liquidation by a lender
of certain of the Partnership's common units pledged by Mr. Foxx
under a loan agreement.  The reimbursement of fees, taxes and
other expenses relating to the cancellation of the unplanned
liquidation will be considered compensation to Mr. Foxx.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP ENERGY: Lenders Extend Forbearance Period Until March 18
-----------------------------------------------------------------
SemGroup Energy Partners, L.P and its lenders entered into the
Second Amendment to Forbearance Agreement and Amendment to Credit
Agreement.  The company's lenders include Wachovia Bank, National
Association, as Administrative Agent, L/C Issuer and Swing Line
Lender, Bank of America, N.A., as Syndication Agent and the other
lenders from time to time party thereto.

The Second Amendment extends the Forbearance Period until the
earlier of:

   i) March 18, 2009;

  ii) the occurrence of any default or event of default under the
      Credit Agreement other than certain defaults and events of
      default indicated in the Forbearance Agreement, as amended
      by the First Amendment and the Second Amendment; and

iii) the failure of the Partnership to comply with any of the
      terms of the Forbearance Agreement, as amended by the First
      Amendment and the Second Amendment.

The company stated that events of default exist under SemGroup
Energy Partners, L.P.'s Amended and Restated Credit Agreement,
dated Feb. 20, 2008, among the Partnership, Wachovia Bank,
National Association, as Administrative Agent, L/C Issuer and
Swing Line Lender, Bank of America, N.A., as Syndication Agent and
the other lenders from time to time party thereto.  As a result of
the events of default, the Lenders under the Credit Agreement may,
among other remedies, declare all outstanding amounts under the
Credit Agreement immediately due and payable and exercise all
rights and remedies available to the Lenders under the Credit
Agreement and related loan documents.

On Sept. 22, 2008, the Partnership and the requisite Lenders
entered into a Forbearance Agreement and Amendment to Credit
Agreement under which the Lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their
rights and remedies arising from the Partnership's events of
default and other defaults or events of default for the period
commencing on Sept. 18, 2008, and ending on the earlier of (i)
Dec. 11, 2008, (ii) the occurrence of any default or event of
default under the Credit Agreement other than certain defaults and
events of default indicated in the Forbearance Agreement, and
(iii) the failure of the Partnership to comply with any of the
terms of the Forbearance Agreement.  The Forbearance Period was
extended until Dec. 18, 2008, pursuant to a First Amendment to
Forbearance Agreement and Amendment to Credit Agreement.

Prior to the execution of the Forbearance Agreement, the Credit
Agreement was comprised of a $350 million revolving credit
facility and a $250 million term loan facility.  The Forbearance
Agreement permanently reduced the Partnership's revolving credit
facility under the Credit Agreement from $350 million to
$300 million and prohibited the Partnership from borrowing
additional funds under its revolving credit facility during the
Forbearance Period.

The Second Amendment further permanently reduced the Partnership's
revolving credit facility under the Credit Agreement from $300
million to $220 million and also prohibits the Partnership from
borrowing additional funds under its revolving credit facility
during the Extended Forbearance Period.  In addition, under the
Second Amendment, the Partnership agreed to pay the Lenders
executing the Second Amendment a fee equal to 0.375% of the
aggregate commitments under the Credit Agreement after the above
described commitment reduction.  Pursuant to the Second Amendment,
commencing on Dec. 12, 2008, indebtedness under the Credit
Agreement will bear interest at the Partnership's option, at
either (i) the administrative agent's prime rate or the federal
funds rate plus 5.0% per annum, with a prime rate or federal funds
rate floor of 4.0% per annum, or (ii) LIBOR plus 6.0% per annum,
with a LIBOR floor of 3.0% per annum.

Under the Forbearance Agreement, as amended by the First Amendment
and the Second Amendment, the Lender's forbearance is subject to
certain conditions as described therein, including, among other
items, periodic deliverables and minimum liquidity, minimum
receipts and maximum disbursement requirements.

A full-text copy of the Second Amendment to Forbearance Agreement
And Amendment to Credit Agreement is available for free at:

                http://ResearchArchives.com/t/s?3874

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP ENERGY: General Partner OKs Incentive Plan Amendment
-------------------------------------------------------------
The board of directors of SemGroup Energy Partners G.P., L.L.C.,
the general partner of SemGroup Energy Partners, L.P., approved an
amendment to the General Partner's Long-Term Incentive Plan to,
among other things, allow for awards under the LTIP to consist of
subordinated units of the Partnership.

A full-text copy of the Amendment to the Semgroup Energy Partners
G.P., L.L.C. Long Term Incentive Plan is available for free at:

               http://ResearchArchives.com/t/s?3875

A full-text copy of the Semgroup Energy Partners G.P., L.L.C.
Long-Term Incentive Plan is available for free at:

               http://ResearchArchives.com/t/s?3876

On Dec. 23, 2008, the board awarded 3,333 restricted common units
and 1,667 restricted subordinated units under the Plan to Duke
Ligon in connection with Mr. Ligon's appointment to the board.

On Dec. 18, 2008, the Compensation Committee of the board awarded
these cash bonus awards to the General Partner's named executive
officers:

   -- Kevin Foxx - $365,000;
   -- Michael Brochetti - $245,000;
   -- Alex Stallings - $225,000;
   -- Pete Schwiering - $120,000; and
   -- Jerry Parsons - $215,000.

In awarding these cash bonuses, the Compensation Committee
considered, among other factors, the role and responsibility of
each officer with the General Partner, the change in each
officer's responsibility after SemGroup, L.P., and certain of its
affiliates made bankruptcy filings in July 2008, the difficult
operational and working environment caused by the Bankruptcy
Filings, each officer's past compensation, perceived contribution
of each officer to the General Partner and the Partnership
generally, target EBITDA during the third and fourth quarters of
2008; actual and projected results for the third and fourth
quarters of 2008, and each officer's efforts in building the
Partnership's third-party business after July 2008 as a
substantial majority of the Partnership's business was derived
from services provided to SemGroup, L.P., and its affiliates prior
to the Bankruptcy Filings in July 2008.

A full-text copy of the Director Restricted Subordinated Unit
Agreement is available for free at:

               http://ResearchArchives.com/t/s?3877

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Catsimadis Taps Skadden & Advisor for Restructuring
----------------------------------------------------------------
John A. Catsimatidis, who won control of SemGroup L.P.'s
management committee seats last month, hired an investment bank
and the law firm Skadden, Arps, Slate Meagher & Flom LLP to help
him reorganize the bankrupt oil transporter.

Skadden advises Circuit City Stores Inc., VeraSun Energy Corp.,
and Delphi Corp. on their Chapter 11 cases.  Mr. Catsimatidis did
not identify the investment bank he has hired.

Mr. Catsimatidis announced in mid-December that he had obtained
five of the nine seats on SemGroup G.P., L.L.C.'s Management
Committee, the equivalent of SemGroup L.P.'s board of directors.
Mr. Catsimatidis conveyed plans to seek SemGroup's reorganization
rather than a liquidation of the bankrupt oil transporter.

SemGroup said January 6 that while it is considering all
restructuring proposals, it has not received a formal plan from
Mr. Catsimatidis.  "If and when Mr. Catsimatidis makes a formal
restructuring proposal, it will receive the same consideration as
any other proposal," SemGroup said.  The company appreciates and
encourages interested parties to participate in this process, it
added.

SemGroup's management and Mr. Catsimatidis, however, have been
engaged in a widely publicized dispute.

"We're spending 18 hours a day trying to reorganize the company
and they are spending 18 hours a day trying to block me,"
Mr. Catsimatidis said in a Jan. 22 interview with Bloomberg.

SemGroup Chief Executive Officer, Terrence Ronan told Bloomberg
Jan. 6 that  Mr. Catsimatidis and his four allies on the
management committee cannot vote on any bid by Mr. Catsimatidis to
buy SemGroup out of bankruptcy.  Mr. Catsimadis, in response,
criticized the proposed actions by Mr. Ronan, which the former
said were of "dubious wisdom."

Marc Rosenberg, Esq., at Kaye Scholer LLP, who represents lenders
owed $2.5 billion, told the U.S. Bankruptcy Court for the District
of Delaware last week that Mr. Catsimatidis entry into SemGroup,
is chilling the bidding process for certain of the assets of the
partnership.

"SemGroup has the pre-eminent names in the restructuring
business, Alix Partners, Blackstone, and Weil Gotshal, working
with us to obtain the highest and best value for all of our
stakeholders, regardless of whether it is through a sale, a
reorganization of the entire company, or a sale of some assets
and a reorganization of the rest," Tom Becker, a SemGroup
spokesman, said, according to Bloomberg.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SEMGROUP LP: Chevron Asks for Rehearing on Triangular Setoff Order
------------------------------------------------------------------
Chevron Products Company asks Judge Brendan Linehan Shannon of the
U.S. Bankruptcy Court for the District of Delaware to reconsider
his order denying Chevron's request for a triangular set-off of
claims involving SemCrude, L.P., and its affiliates SemFuel, L.P.,
and SemStream, L.P.

According to Bloomberg's Bill Rochelle, Judge Shannon handed down
a pivotal decision with respect to the "triangular setoff" issue
between Chevron and Semgroup's affiliates.  He says whether
triangular setoffs are permissible is important in bankruptcy
cases because an enforceable setoff gives the unsecured creditor
the rights of a secured creditor.  The issue, he says, comes into
play especially when a creditor deals with a group of bankrupt
companies.

Judge Shannon held that Chevron is not permitted to effect a
setoff against the Debtors because Section 553 of the Bankruptcy
Code prohibits a triangular setoff of debts against one or more
debtors in bankruptcy as a matter of law due to lack of mutuality.
Under the mutuality requirement, setoff is only allowed when
parties have mutual debts against each other.

Chevron, however, asked the Bankruptcy Court to reconsider,
explaining that the subject agreements are "forward contracts"
and/or "swap agreements" within the meaning of Sections 556 and
560 of the Bankruptcy Code, and that Chevron is a "forward
contract merchant" and/or "swap participant" within the meaning of
Sections 101(26) and 101(53C) of the Bankruptcy Code.
Accordingly, the Court's Section 553 analysis is therefore
inapplicable and inapposite to the case at bar, asserts Norman M.
Monhait, Esq., at Rosenthal, Monhait & Goddess, PA, in Wilmington
Delaware.

                          Parties' Dispute

Chevron Products, a division of Chevron U.S.A., Inc., asked the
Bankruptcy Court to lift the automatic stay to allow it to effect
a set-off of the debts and credits pursuant to existing setoff
clauses in agreements between the parties relating to the
prepetition sale or purchase of crude oil, regular unleaded
gasoline and butane, isobutene and propane.  Chevron relates that
it has an obligation to pay $1,405,878 to SemCrude, L.P.  Chevron,
on the other hand, is owed $10,228,449 by SemFuel, L.P., and by
$3,549,343 from SemStream, L.P.  According to Chevron's counsel,
Richard L. Epling, Esq., at Pillsbury Winthrop Shaw Pittman, LLP,
in New York, the debts are mutual obligations based on the
parties' contracts.

Various parties, including Semgroup, and its official committee of
unsecured creditors opposed Chevron's request.  Chevron's request
to lift the automatic stay to effect a triangular setoff is a
request for preferential treatment not sanctioned by the
Bankruptcy Code nor applicable law, the Debtors argue.  Although
Chevron claims a setoff of mutual obligations, the obligations are
not, by definition, mutual, the Debtors' counsel, Michael Kessler,
Esq., at Weil Gotshal & Manges LLP, in New York, asserts.
Instead, Chevron seeks a cross-affiliate setoff by which it would
avoid paying its prepetition debt to SemCrude through a setoff
against prepetition obligations owed to Chevron by SemFuel and
SemStream.

                Court's Opinion & Sec. 553 Analysis

Chevron asserts that an exception to the Bankruptcy Code's
mutuality requirement exists.  It contends that a valid, pre-
petition contract -- executed by a creditor, a debtor, and one or
more third parties -- either satisfies the mutuality requirement
or allows the parties to contract around the mutuality requirement
found in Section 553(a) if the contract provides that one or more
parties to the agreement can elect to setoff any debt it owes to
one of the other parties against an amount owed to it by a
different party to the agreement.

The judge said that at first blush, Chevron's position appears to
enjoy a measure of support in a dozen cases -- dozen cases that
observed that an exception along the lines of that espoused by
Chevron exists.  However, he said, a close inspection reveals
that not one of those cases actually upheld or enforced an
agreement that allows for a triangular setoff.

According to Judge Shannon, each of those cases directly or
indirectly traces back to a single case decided by the United
States Court of Appeals for the Seventh Circuit in 1964 under the
former Bankruptcy Act.  This decision, In re Berger Steel Co., 327
F.2d 401 (7th Cir. 1964), was the first case to raise the
possibility that an exception to the Bankruptcy Act's mutuality
requirement, found in section 68 of the former Bankruptcy Act,
might be found in a contract contemplating a triangular setoff.5

Judge Shannon held that while the court's opinion in Berger Steel
was subsequently read as recognizing an exception to the strict
mutuality requirement found in the Bankruptcy Act of 1898, the
court avoided addressing the broader question of whether a
triangular setoff was permissible under the Bankruptcy Act if a
contract signed by the parties to the proposed setoff contemplated
such a remedy.

According to Judge Shannon, in the complete absence of controlling
or persuasive published caselaw on the issue, the Court is faced
with two distinct questions:

    * First, may debts owing among different parties be considered
      "mutual" when there are contractual netting provisions
      governing all parties' business relationship?

    * If the answer is "no," then the second question is whether a
      "contractual exception" exists to section 553's mutuality
      requirement.

                 Private Agreements Cannot Confer
                   Mutuality On Non-Mutual Debts

Judge Shannon notes that a party like SemCrude does not have to
actually pay anything to a creditor such as Chevron under a
tripartite setoff agreement; rather, it only sees one of its
receivables reduced in size or eliminated.  SemCrude does not owe
anything to Chevron, thus there are no debts in this dispute owed
between the "same persons in the same capacity."  Likewise,
Chevron does not have a "right to collect" against SemCrude under
the agreement in this case.  At most, the agreement of the parties
would give Chevron a "right to offset" - a right to pay less than
it would otherwise have to pay to the extent of the setoff.  The
agreement does not call for SemCrude to make a payment to Chevron,
however. Consequently, the agreement does not call for Chevron to
"collect" anything from SemCrude.  Chevron is thus without a
"right to collect" from SemCrude.

"At bottom, Chevron may enjoy privity of contract with each of the
relevant Debtors, but it lacks the mutuality required by the plain
language of section 553," Judge Shannon said.

Accordingly, Judge Shannon held that non-mutual debts cannot be
transformed into a "mutual debt" under Section 553 simply because
a multi-party agreement allows for setoff of non-mutual debts
between the parties to the agreement.

         No Exception to "Mutual Debt" Requirement Exists

Section 553(a) provides, in relevant part, that the Code "does not
affect any right of a creditor to offset a mutual debt owing by
such creditor to the debtor that arose before the commencement of
the case under this title against a claim of such creditor against
the debtor that arose before the commencement of the case. . . ."

According to Judge Shannon, by allowing parties to contract
around the mutuality requirement of Section 553, one creditor or a
handful of creditors could unfairly obtain payment from a debtor
at the expense of the debtor's other creditors, thereby upsetting
the priority scheme of the Code and reducing the amount available
for distribution to all creditors.  "Such a result is clearly
contrary both to the text of the Code and to the principle of
equitable distribution that lies at the heart of the Code," he
notes.  For these reasons, the Court holds that no exception to
the "mutual debt" requirement in Section 553 can be created by
private agreement.

               Chevron's Motion for Reconsideration

"The plain language of the Chevron Agreements should be enforced
as written," says Mr. Monhait.

The Chevron Agreements are "forward contracts" and/or "swap
agreements" within the meaning of Section 556 and 560 of the
Bankruptcy Code, which are exceptions of the "safe harbors" from
Section 553 and therefore cannot be analyzed under Section 553,
Mr. Monhait points out.

Chevron asks the Bankruptcy Court to reconsider his ruling and
make additional findings consistent with the fact that the Chevron
Agreements are "safe harbor" contracts not subject to the
mutuality requirements of Section 553, finding that the automatic
stay does not apply to Chevron's right to net and set off debts
and obligations covered by the Agreements.

Chevron's request is due for hearing on March 12, 2009 at 10:00
a.m.  Objections are due Feb. 20, 2009, at 4:00 p.m.

                          About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SEMGROUP LP: Sets Protocol to Deal with $663MM Reclamation Claims
-----------------------------------------------------------------
SemGroup L.P. and its debtor subsidiaries seek permission from the
U.S. Bankruptcy Court for the District of Delaware to establish a
uniform procedure for resolution of rights and priorities of
reclamation claimants.

Section 546(c)(1) of the Bankruptcy Code authorizes vendors who
have delivered goods to a debtor in the ordinary course of
business to reclaim such goods, subject to certain limitations and
the prior rights of the holder of a security interest in such
goods or their proceeds, if: (a) the debtor was insolvent when the
goods were received; (b) the goods were received by the debtor
within 45 days before the petition date; (c) the seller demanded
reclamation in writing; and (d) such demand was made within 45
days after the debtor received possession of the goods or within
20 days after the petition date.

SemGroup, L.P., received 429 timely reclamation notices from
vendors, asserting a total value for the goods provided to Debtors
of $663,202,0963.  The Debtors calculated the estimated value of
the goods remaining in inventory as of the date each reclamation
notice was filed, served, or delivered.  The Debtors estimate the
total value of remaining inventory on hand for the reclaiming
vendors as of the demand date for each vendor to be $52,239,973.

According to L. Katherine Good, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the reclamation schedules
provided by SemGroup, however, to do not contain information
stating whether the inventory received from each reclaiming vendor
was in reclaimable form (e.g., unmodified and not commingled) as
of the date each reclamation notice was filed, served, or
delivered.  Nor do they take into account any defenses that
Debtors have for each of the listed vendors.   Rather, the Court's
prior order anticipated that the determinations would be made on a
case by case basis after the Court establishes claims-processing
procedures for reclamation claims.

Accordingly, the Debtors have proposed a claims-processing
protocol that includes procedures for processing reclamation
claims and determining whether Debtors' defenses to each
reclamation notice preclude recovery by the vendor.  The proposed
procedures, among other things,

   (i) Require vendors to complete and send a reclamation form and
       supporting documents substantiating the extent and validity
       of their reclamation claims.

  (ii) No later than 120 calendar days after the reclamation bar
       date, the Debtors will commence an adversary proceeding
       seeking a declaratory judgment on the priority of
       reclamation claims.

According to Ms. Good, the Debtors seek to adopt a set of
exclusive procedures for the reconciliation and treatment of all
asserted reclamation demands to avoid piecemeal litigation that
that would interfere with their reorganization efforts.  She notes
that if the Debtors are unable to establish and implement uniform
procedures, they will be faced with the prospect of simultaneously
defending multiple reclamation adversary proceedings at a time
when the Debtors need to focus on critical aspects of the
reorganization process.

                          About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SILVERTHORN INDUSTRIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Silverthorn Industries, LLC, a Limited Liability Company
        2225 NE Independence Avenue
        Lee's Summit, MO 64064

Bankruptcy Case No.: 09-40055

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Sportsman's Outfitter & Marine, Inc.            08-44650

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Erlene W. Krigel, Esq.
                  Krigel & Krigel, P.C.
                  4550 Belleview Ave.
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999
                  Email: ekrigel@krigelandkrigel.com

Total Assets: $4,214,150.00

Total Debts: $4,016,154.00

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
GE Commercial Distr. Fin. Corp.    Guaranty of    $1,168,829.00
                                Corporate Debt

Jackson County Courthouse      Real Estate Tax      $144,206.00

HSMC C.P.A.                    Accounting Fees        $1,508.46

The petition was signed by Joseph F. Falco, Jr., Member of the
company.


SIMMONS BEDDING: Mulls "Restructuring"; Grace Period Ends Mid-Feb.
-----------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company and a
leading manufacturer of premium-branded bedding products, did not
make the scheduled interest payment of $7.9 million due on
January 15, 2009 on its $200.0 million 7.875% senior subordinated
notes.

Simmons Bedding says that if the interest payment is not made
within the 30-day grace period provided by the indenture governing
the Notes, an event of default would occur, which would enable the
holders of the Notes to declare the full amount of the Notes
immediately due and payable.

In October 2008, Simmons Bedding said it has notified its senior
lenders under its senior credit facility that it does not expect
to be in compliance with the maximum leverage ratio covenant set
forth in the senior credit facility as of September 27, 2008.  The
senior credit facility provides for a $75.0 million revolving loan
facility and a $465.0 million tranche D term loan facility.
Simmons Bedding was seeking the consent of its senior lenders to
amend its senior credit facility, to among other things, waive the
September 27, 2008 covenant breach and amend certain future
maximum leverage ratio and minimum cash interest coverage ratio
covenants to provide more financial flexibility.

On Nov. 11, 2008, Simmons Bedding announced that it was in
discussions with its senior lenders with respect to a forbearance
agreement related to the senior credit facility in order to have
more time to negotiate the terms of an amendment which will
include revised financial covenants into 2010.  The following day,
the company announced its entry into a forbearance agreement with
its senior bank lenders and then, on December 9, 2008, announced
that it had reached an agreement to extend its forbearance period
to March 31, 2009.

"The forbearance period extension which we entered into in early
December is designed to provide us with sufficient time to reduce
the leverage on our balance sheet by pursuing an organized
financial restructuring," said Stephen G. Fendrich, Simmons
Bedding's President and Chief Operating Officer.  "Simmons
continues to make progress working with its various financial
stakeholders to design and implement a restructuring in a manner
that maximizes value and preserves and protects its relationships
with customers and suppliers.  These discussions will not affect
our industry leadership or the unparalleled service, innovation
and products for which we are known."

Simmons Company's cash on hand as of January 14, 2009 was
approximately $49.7 million, which is available to pay operating
costs and expenses.

Simmons's revenue for the year ended in June 2008 was about $1.1
billion, Bill Rochelle said, citing Moody's Investors Service. For
the six months ended in June, sales were $545 million. Debt in
June was more than $1.3 billion.

                      About Simmons Company

Atlanta-based Simmons Company, through its indirect subsidiary
Simmons Bedding Company, is one of the world's largest mattress
manufacturers, manufacturing and marketing a broad range of
products including Beautyrest, Beautyrest Black, Beautyrest
Studio, ComforPedic by Simmons, Natural Care, Beautyrest
Beginnings and Deep Sleep. Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico. Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties. Simmons Bedding is committed to developing superior
mattresses and promoting a higher quality sleep for consumers
around the world.  On the Net: http://www.simmons.com/


SIMMONS CO: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor' Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Simmons Co. to
'SD' from 'CCC'.  S&P also lowered the ratings on wholly-owned
subsidiary Simmons Bedding Co.'s 7.875% subordinated notes due
2014 to 'D' from 'CCC'.  The recovery rating for these notes
remains '3'.  In addition, S&P lowered the ratings on Simmons
Bedding's senior secured bank facility to 'CC' from 'B-', and the
recovery rating remains a '1'.  Standard & Poor's also lowered the
ratings for both Simmons Co.'s unsecured notes and holding company
Simmons Holdco Inc.'s unsecured notes to 'C' from 'CC'.  The
recovery ratings for these remain a '6'.  S&P also removed the
ratings from CreditWatch with developing implications, where S&P
originally placed them with negative implications on Aug. 12,
2008, following the company's drawdown of its revolving credit
facility.  S&P subsequently lowered the ratings to the current
levels following two separate rating actions on Oct. 22, 2008 and
Nov. 14, 2008.  On the latter date, S&P revised the CreditWatch
listing to developing from negative.

As of Sept. 27, 2008, Simmons Co. had close to $1.3 billion in
total debt, including debt at Simmons Holdco.

"The downgrade follows Simmons Co.'s announcement that it elected
to not make the scheduled $7.9 million interest payment on the
subordinated notes under the terms of its previous forbearance
agreement," said Standard & Poor's credit analyst Rick Joy.  Under
the terms of the indenture governing the subordinated notes,
Simmons Co. has a 30-day grace period to make the interest
payment.  "However, Simmons Co. has not yet determined whether it
will make the interest payment during the grace period," he
continued.

On Dec. 10, 2008, Simmons Co. successfully negotiated an extension
to the forbearance period under its senior credit agreement with
its senior lenders and administrative agent until March 31, 2009.
Under the forbearance agreement, the senior lenders and
administrative agent will refrain from exercising remedies under
the credit agreement until March 31, 2009.


SNAC STORES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: SNAC Stores L.L.C.
        215 East 68 Street, Unit 7P
        New York, NY 10065

Bankruptcy Case No.: 09-10072

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: James F. Bailey, Jr., Esq.
                  James F. Bailey & Associates, P.A.
                  3 Mill Road, Suite 306A
                  Wilmington, DE 19806
                  Tel: 302-658-5686
                  Fax: 302-658-8051
                  Email: jbailey@jfbailey.com

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

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

The petition was signed by Steven K. Nelson, president of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/db09-10072.pdf


SOURCE INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Source Investments, LLC
        4584 Claire Chennault
        Addison, TX 75001

Bankruptcy Case No.: 09-30252

Chapter 11 Petition Date: January 10, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

The petition was signed by Kenny Donaldson, president of the
company.

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


ST. JAMES MECHANICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: St. James Mechanical, Inc.
        96 Cain Drive
        Brentwood, NY 11717
        Tel: (631) 273-5833

Bankruptcy Case No.: 09-70124

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Company Description: The debtor is a heating and ventilating
                     contractor.

Debtor's Counsel: Fred S. Kantrow, Esq.
                  The Law Offices of Avrum J. Rosen, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: fkantrow@avrumrosenlaw.com

Total Assets: $1,339,735

Total Debts: $1,892,608

The petition was signed by James Cavanaugh, president of the
company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nyeb09-70124.pdf


STANDARD MOTOR: Downgraded by Moody's and S&P, Stock Falls
----------------------------------------------------------
Standard Motor Products, Inc. (NYSE:SMP), an automotive
replacement parts manufacturer and distributor, said on Jan. 16,
that its Board of Directors voted to suspend its quarterly
dividend.  The next dividend would otherwise have been payable on
March 1, 2009.

Lawrence I. Sills, Standard Motor Products' chairman and chief
executive officer, commented, "We have approximately $45 million
outstanding of our original $90 million convertible debentures,
due in July 2009.  We are exploring various outside financing
alternatives to help redeem these, as we concurrently execute a
plan in place to retire the balance through internal cash flow.
Suspension of the dividend is part of that plan."

Two ratings agencies have issued ratings downgrades following the
announcement.  "Although Standard Motor Products Inc. should be
more immune to downgrades from its position as one the largest
U.S. supplier of auto-replacement parts, it received a downgrade
from Standard & Poor's to match the ding issued six days before by
Moody's Investors Service," Bloomberg's Bill Rochelle says.

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 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.

Moody's Investors Service downgraded Standard Motor Products,
Inc.'s Corporate Family Rating to Caa1 from B2.  It said all the
ratings are under review for possible further downgrade.  The
rating action was triggered by Standard Motor's significant near-
term refinancing risk for its outstanding debentures which will
mature in July 2009, and the company's deteriorating operating and
credit metrics.  John Zhao, Moody's analyst commented: "While
Standard Motors' business model remains viable, the substantive
short-term liquidity concerns supersede the long term fundamentals
which are more consistent with a single B credit profile."

Moody's views the redemption of the debentures upon maturity a
more likely scenario considering the currently unattractive stock
price level to covert compared to the conversion price of
approximately $32.19 per share.

According to Bloomberg, the stock closed Jan. 20 at $2.64 a share,
down $1.33, or 34%, in New York Stock Exchange trading. The two-
year closing high was $19.32 on May 2, 2007.

                       About Standard Motor

Standard Motor Products, Inc. is an independent manufacturer,
distributor and marketer of replacement parts for motor vehicles
in the automotive aftermarket industry. The two segments of the
Company are Engine Management Segment and the Temperature Control
Segment.  The Engine Management Segment manufactures ignition and
emission parts, ignition wires, battery cables and fuel system
parts.  The Temperature Control Segment manufactures and
remanufactures air conditioning compressors, air conditioning and
heating parts, engine cooling system parts, power window
accessories, and windshield washer system parts.  The company
sells its products to the warehouse distributors, large retail
chains, original equipment manufacturers and original equipment
service part operations in the United States, Canada and Latin
America.


STAR TRIBUNE: Can Pay Workers, Vendors & Suppliers
--------------------------------------------------
Sharon Schmickle at MinnPost reports that the Hon. Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York
has granted The Star Tribune Co. permission to tap funds to pay
its workers, vendors, suppliers, and others engaged in the
continuation of the business.

According to MinnPost, Star Tribune's attorneys said last week
that the newspaper could pay its day-to-day bills if the Court
allowed it to use funds that were frozen when it filed for Chapter
11 bankruptcy protection.

MinnPost relates that creditors will then get another say about
paying the bills during a hearing on Feb. 6, 2009.

Without the Court's approval to use the funds, Star Tribune
wouldn't have been able to pay its workers and the people who sell
the newspaper ink and reporters' notebooks, and the newspaper
could have faced liquidation within a few weeks.

According to MinnPost.com, Judge Drain's order didn't itemize the
sums Star Tribune can spend on its operations.

MinnPost relates that Star Tribune moved to set up rules suppliers
would have to follow if they tried to repossess items the
newspaper purchased on credit before its bankruptcy.  Citing
experts, the report says that many of the unsecured creditors may
get paid in the normal course of operation, but some would be paid
lesser than what the company owes them.

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.


STEVEN SALKIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Steven J. Salkin
        2888 Barrick Rd.
        Finksburg, MD 21048-1421

Bankruptcy Case No.: 09-10432

Chapter 11 Petition Date: January 10, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Edward M. Miller, Esq.
                  Miller and Miller, LLP
                  129 E. Main St.,
                  Suite 205
                  Westminster, MD 21157
                  Tel: (410) 751-5444
                  Fax: (410) 751-6633
                  Email: mmllplawyers@verizon.net

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

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

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

The petition was signed by Steven J. Salkin.


STEVEN VICKERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Steven L. Vickers
        d/b/a Vickers Home Builders
        d/b/a Vickers Builders
        f/d/b/a Vickers Barber Shop
        f/d/b/a Vickers Styling Salon
        PO BOX 49333
        Cookeville, TN 38502
Joint
Debtor: Cynthia Denise Vickers
        d/b/a Vickers Home Builders
        a/k/a C. Denise Vickers
        d/b/a Imports, Etc.
        a/k/a Denise Vickers
        d/b/a Vickers Builders
        PO Box 49333
        Cookeville, TN 38502

Bankruptcy Case No.: 09-00335

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb09-00335.pdf

The petition was signed by Steven L. Vickers and Cynthia Denise
Vickers.


SUPERCLICK INC: Auditor Raises Going Concern Doubt
--------------------------------------------------
Bedinger & Company, in Concord, California, in a letter dated
January 7, 2009, to the Board of Directors of Superclick, Inc.,
expressed substantial doubt about the company's ability to
continue as a going concern.

The firm audited the consolidated balance sheet of Superclick,
Inc., as of October 31, 2008 and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss), and cash flows for the years ended
October 31, 2008 and October 31, 2007.

"The company has an accumulated capital deficit and significant
debt that raise substantial doubt about its ability to continue as
a going concern," Bedinger & Company pointed out.

As of October 31, 2008, the company's balance sheet showed total
assets of $3,554,384, total liabilities of $3,540,115, and total
stockholders' equity of $14,269.  The company reported net income
of $1,560,177 for the year ended October 31, 2008, and $817,407
for the year ended October 31, 2007.  Accumulated deficit reached
$5,863,820 as of October 31, 2008.

"The company's continued existence is dependent upon its ability
to increase operating revenues and raise additional equity capital
sufficient to generate enough cash flow to finance operations in
future periods.  There can be no assurance that such additional
financing will be obtained.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty," Chief Executive Officer Sandro Natale said.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3882

                         About Superclick

Superclick, Inc., was founded on June 3, 1999, as a holding
company with the primary objective of acquisitions.  Pursuant to a
share purchase agreement dated October 7, 2003, Superclick, Inc.
completed an acquisition of Superclick Networks, Inc.  Superclick
Networks, Inc., was organized on August 24, 2000, in Montreal,
Quebec, Canada.  SNI is a software development company in the
business of providing and installing broadband high speed Internet
connection equipment in hotels on a worldwide basis, and 24/7/365
customer support at it's Montreal-based call center.


SWIFT ENERGY: S&P Reviews 'Ba3' Corporate Ratings for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed the ratings for Swift Energy
Company on review for possible downgrade. The affected ratings are
Swift's Ba3 Corporate Family Rating, Ba3 Probability of Default
Rating, and the B1 (LGD 4, 65%) senior unsecured rating.

The ratings review will assess the company's operating performance
for 2008, including reserve replacement and unit full cycle cost
trends, as well as its expectations for capital spending and
operating results in 2009.  Moody's is concerned with Swift's high
F&D costs and what that implies in terms of its ability to replace
production while generating competitive returns.  A downgrade is a
possibility should Swift's F&D costs and resulting cash-on-cash
returns not improve relative to 2008 quarterly trends or if costs
continue on an upward projection without clear evidence of factors
that could lead to a decline in costs.

The last rating action on Swift was on May 17, 2007, at which time
the rating outlook was changed to negative, the Corporate Family
Rating was affirmed at Ba3 and a B1 rating (LGD 4, 65%) was
assigned to its proposed offering of $250 million of senior
unsecured notes due 2017.

Swift Energy Company is a North American independent exploration
and production company headquartered in Houston, Texas.


THOMAS KEELEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas K. Keeley and Mary J. Keeley
        1862 Ullman Rd
        Centralia, IL 62801

Bankruptcy Case No.: 09-60004

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Effingham)

Judge: Kenneth J. Meyers

Debtor's Counsel: Douglas A. Antonik, Esq.
                  3405 Broadway
                  PO Box 594
                  Mt. Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633
                  Email: antoniklaw@sbcglobal.net

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

             http://bankrupt.com/misc/ilsb09-60004.pdf

The petition was signed by Thomas K. Keeley and Mary J. Keeley.


TOAN CONG: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Toan Cong Bui
        337 OakBerry Way
        San Jose, CA 95123

Bankruptcy Case No.: 09-50344

Chapter 11 Petition Date: January 21, 2009

Court: Northern District of California (San Jose)

Debtor's Counsel: Stanley Phan, Esq.
                  Phan Law Firm, LLC
                  115 East Gish Rd. #200
                  San Jose, CA 95112
                  Tel: (408)441-8886
                  hwajinlee115@gmail.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Coast Oil Company, LLC                           $800,000
4250 Williams Road
San Jose, CA 95129

Sturdy Oil Company                               $400,000
1511 Abbott Street
Salinas, CA 93901

Citi                           credit card       $27,714
Attn: Centralized Bankruptcy
Po Box 20507
Kansas City, MO 64915

Toyota Motor Credit            automobile        $20,358

Wald Ruhnke & Dost Architect                     $15,000
LLC

Chase                          credit card       $12,895

Discover Financial             credit card       $8,596

Direct Merchants Bank          credit card       $7,889


TOWN LAKE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Town Lake Holdings I, LLC
        3401 S. Lamar Blvd., Suite B
        Austin, TX 78704

Bankruptcy Case No.: 09-10025

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd.
                  Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  Email: frank@franklyon.com

Total Assets: $1,631,403.00

Total Debts: $2,332,837.00

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mary Sue Slater Revocable     Preferred Return     $1,200,000
   Living Trust
NDCo., Inc.                   Development Fees        160,000
LJCo., Inc.                    Accounting Fees            123

The petition was signed by Larry Nelson, Manager of the company.


TRICOM SA: Nears Settlement of Banks' $400,000,000 Claims
---------------------------------------------------------
Tricom S.A. and its debtor affiliates will ask Judge Stuart
Bernstein of the U.S. Bankruptcy Court for the Southern District
of New York to approve on January 27, 2009, a settlement they
entered into with Banco Multiple Leon SA, Bancredit Cayman Limited
and Bancredito (Panama) S.A.

The settlement aims to resolve the more than $400,000,000
claims filed by the Banks in Tricom and its debtor affiliates'
Chapter 11 cases.

Tricom's bankruptcy lawyer, Larren Nashelsky, Esq., at Morrison &
Foerster LLP, in New York, told Bloomberg News on December 18,
2008, that Tricom has resolved the economic terms of a settlement
to resolve the Banks' claims but "other details" still need to be
worked out.  The lawyer, however, refused to provide details of
the settlement terms.

On January 27, the Court will also hold a status conference on
the Debtors' Prepackaged Joint Plan of Reorganization and the
disclosure statement explaining the Plan.

When Tricom filed for bankruptcy protection on February 29, 2008,
the Debtor had approval for its Prepackaged Plan from creditors
holding more than 97% of its debt.  The approval of the
Disclosure Statement and the confirmation of the Plan, however,
have been delayed due to the Banks.

Banco Multiple Leon objected to the Plan out of concern that its
claim would be treated as an unimpaired general unsecured claim.
Banco Multiple Leon complained that Tricom did not solicit a vote
from the bank, which it said was an admission that its claim
would be treated as unimpaired under the chapter 11 plan.

Bancredit Cayman and Bancredito Panama seek to recover $178
million, which allegedly resulted from Tricom's issuance in
December 2002 of more than 21 million shares of stock to
investors.  Both banks alleged that the transaction was part of a
fraudulent scheme to enrich Tricom at their expense, which the
company denied.  Aside from their claim to recover the $178
million, the banks also filed four more claims against Tricom and
its affiliate TCN Dominicana S.A.

Tricom's dispute with Bancredit Cayman and Bancredito Panama
scaled new heights when the banks proposed for the revision of
the chapter 11 plan and for the re-balloting of votes.  The banks
cited, among other reasons, that Tricom's classification of
claims under the plan violates the Bankruptcy Code and that it
seeks to extinguish legitimate claims.

Bancredit Cayman also proposed the appointment of an examiner to
investigate Tricom and other companies involved in the
negotiation and formulation of the chapter 11 plan.  The bank
wanted the examiner to investigate in particular the findings of
the special committee, which was appointed by Tricom's Board of
Directors to investigate the December 2002 transaction made by
Manuel Arturo Pellerano, one of the directors and majority
controlling owner of the company.

                       About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.

Bankruptcy Creditors' Service, Inc., publishes Tricom Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Tricom S.A. and its U.S. affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Gets Court Okayu to Employ Anzola as Special Counsel
---------------------------------------------------------------
Tricom S.A. and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Anzola Robles & Associates as their special counsel.

The Debtors tapped the Panama-based law firm to assist them in
pursuing claims resulting from the termination of Tricom S.A.'s
operations in Panama before the Petition Date and the sale of the
company's assets in connection with the termination.

Specifically, Anzola Robles will help Tricom recover more than
$1,000,000 owed to it by IDEN Centroamerica on account of the
Central American trunking assets it purchased from the
telecommunication company in 2004.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.

Bankruptcy Creditors' Service, Inc., publishes Tricom Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Tricom S.A. and its U.S. affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Pens Deal on Payments for GECC Telecom Equipment
-----------------------------------------------------------
Tricom S.A. and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to approve a stipulation they
entered into with General Electric Credit Corporation of Tennessee
and General Electric Capital Corporation de Puerto Rico, Inc., to
amend the agreement they entered into on June 20, 2008.

The June 2008 agreement requires the Debtors to pay a monthly
payment of $34,270 to the GECC Entities.  The payment serves as
adequate protection to the GECC Entities' interest in the
telecommunications equipment, which the Debtors offered as
collateral to the companies under their Amended and Restated
Promissory Note dated July 22, 2005.

The Debtors owe $4,569,427 to the GECC Entities under the
promissory note as of February 29, 2008.

The new stipulation requires the Debtors to pay $34,270 to the
GECC Entities on or before the first day of each month, starting
January 1, 2009, until:

    (i) the Debtors' Prepackaged Joint Chapter 11 Plan of
        Reorganization is confirmed and becomes effective or any
        other plan is confirmed and becomes effective under
        which the GECC Entities' claim for the remaining debt is
        treated as an allowed secured claim and unimpaired;

   (ii) the effective date of any other plan under which GECC
        Tennessee and GECC de Puerto Rico's claim is treated as
        an impaired claim; or

  (iii) further order of the Court.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.

Bankruptcy Creditors' Service, Inc., publishes Tricom Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Tricom S.A. and its U.S. affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Deutsche Bank Transfers $36-Mil. Claim to Amzak Capital
------------------------------------------------------------------
Amzak Capital Management LLC notifies the U.S. Bankruptcy Court
for the Southern District of New York that Deutsche Bank Trust
Company Americas has assigned and transferred all or a portion of
its right, title, and interest in Claim No. 25 for $36,217,835
against Tricom S.A. and its debtor-affiliates.

Amzak Capital says it purchased a $13,947,241 of interest in
certain notes under an Assignment Agreement dated November 17,
2008, with Deutsche Bank.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.

Bankruptcy Creditors' Service, Inc., publishes Tricom Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Tricom S.A. and its U.S. affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIYAR HOSPITALITY: HSH Files Notice of Foreclosure Against Hotel
-----------------------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that HSH Nordbank
AG has filed a notice of foreclosure against Triyar Hospitality
Scottsdale LLC's W Scottsdale hotel.

Phoenix Business relates that Triyar Hospitality is the original
trustor on the hotel's deed of trust.  It signed a $73 million
promissory note to HSH in December 2005, the report says.

According to Phoenix Business, the foreclosure sale ws set for
April 15, 2009, and will be supervised by Scott Klundt of Quarles
& Brady LLC as designated trustee.

Phoenix Business says that Hunt Construction Group Inc. filed in
November 2008 a mechanics lien on the property at 7277 E.
Camelback Road.  According to the report, Hunt Construction
claimed that it hadn't been paid $20 million for the construction
work if performed on the property.  The report states that Triyar
Hospitality filed a civil complaint for breach of contract that
same month, alleging that Hunt Construction's work was
unacceptable and resulted in cost overruns and delays.  The report
says that Hunt Construction filed a counterclaim in December 2008,
blaming Triyar Construction for problems on the project.

Phoenix Business reports that almost 30 subcontractors have filed
mechanics liens on the property, most seeking payment through Hunt
Construction or through other larger subcontractors.  According to
Phoenix Business, these three filed their claims directly against
Triyar Hospitality:

     -- KCG Inc., which claimed it was owed almost $106,000;
     -- Russell AC Inc., which claimed it was owed $20,300; and
     -- Hornberger & Worstell Inc., which claimed it was owed
        $240,000.

Phoenix Business quoted Ion Data Express real estate analyst Zach
Bowers as saying, "What's really sad about this is that (Triyar
Hospitality's) subcontractors and suppliers have little to no
chance of collecting on any of these liens now that they are being
foreclosed."  Phoenix Business reports that Ron Messerly, a
partner with Phoenix law firm Snell & Wilmer LLP, said, "A
construction loan has priority over construction liens.  The
consequences to the lien holders are significant."

Azim Hameed and Greg Falls, attorneys with Sherman & Howard LLC,
said that Triyar Hospitality will try to avoid foreclosure,
Phoenix Business relates.  Triyar Hospitality might seek new
financing, the report states, citing Mr. Hameed.

Mr. Falls, according to Phoenix Business, said, "I would not be
surprised to see Triyar file for Chapter 11 before the foreclosure
sale" to forestall foreclosure.

Triyar Hospitality, LLC -- http://www.triyarhospitalityllc.com--
was created with the goal of acquiring and repositioning hotels
and resorts in the United States to take advantage of the changing
trends in hotel guest buying patterns.  Triyar Hospitality is
currently developing an exciting W Hotel and Residences in
Scottsdale, Arizona and an aloft Hotel in Tempe, Arizona.  The W
Scottsdale Hotel and Residences is located one block east of the
prestigious intersection of Camelback Road and Scottsdale Road.
The Hotel and Residences are located in the area known as "The
Entertainment District," within walking distance of Fashion Square
Mall, The New Waterfront Retail Office and Residential
Development, Old Town Shops, art galleries, and numerous office
buildings, current and planned residences.  The aloft Hotel is
located at Rural Road and the 202 Freeway in Tempe, Arizona.


TRONOX INC: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
United States Trustee for Region 2, appointed seven creditors to
serve as members of the Official Committee of Unsecured Creditors
in Tronox Incorporated and its debtor-affiliates' Chapter 11
cases:

The Committee members are:

  1. Wilmington Trust Company, as Indenture Trustee
     1100 North Market Street
     Wilmington, Delaware 19890
     ATTN: Steve Cimalore, Vice President
     Telephone No. (302) 636-6058
     Fax No. (302) 636-4143

  2. Gulf Coast Marine Supply Company Inc.
     P.O. Box 2088
     Mobile, Al 36610
     ATTN: John T. Mostellare, President
     Telephone No. (251) 452-8066
     Fax No. (251) 456-8860

  3. Pension Benefit Guaranty Corp.
     1200 K Street NW
     Washington, DC 20005-4026
     ATTN: Suzanne Kelly, Financial Analyst
     Telephone No. (202) 326-4070 x6367
     Fax No. (202) 842-2643

  4. Aegon USA Investment Manager
     230 W. Monroe, Suite 1450
     Chicago, Ill 60606
     ATTN: James H. Rich, Research Analyst
     Telephone No. (312) 596-5341
     Fax No. (866) 213-1961

  5. Newcastle Partners, L.P.
     200 Crescent Ct., Suite 1400
     Dallas, Texas 75201
     ATTN: Mark E. Schwartz, CEO
     Telephone No. (214) 661-7474
     Fax No. (214) 661-7475

  6. Rio Algom Mining LLC
     P.O. Box 218
     Grants, NM 87020
     ATTN: Francis McAllister, Finance Manager
     Telephone No. (505) 287-8851

  7. Michael E. Carroll
     1220 William Street
     Avoca, PA 18641
     Telephone No. (570) 457-9075

Wilmington Trust, as Indenture Trustee, holds $350,000,000 of
unsecured debt in the Debtors' bankruptcy cases.  Gulf Coast
holds a $232,571 trade debt in the Debtors' bankruptcy cases.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Brothers
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding undertaken by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Bankruptcy Triggers Default Under $562.8MM Debt
-----------------------------------------------------------
Tronox Incorporated disclosed in a filing with the Securities and
Exchange Commission dated January 20, 2009, that its bankruptcy
filing constituted an event of default that triggered repayment
obligations under a number of debt instruments of the Debtors:

  -- $350 million 9.5% senior unsecured notes due December 2012;

  -- $103 million variable-rate term loan due in installments
     through November 2011; and

  -- $109.8 million of loans under the Credit Agreement, dated
     as of November 28, 2005, among Tronox Incorporated, Tronox
     Worldwide LLC and Lehman Brothers Inc. and Credit Suisse.

As a result of the event of default, all obligations under the
Debt Documents became automatically and immediately due and
payable.  The Tronox Entities believe that any efforts to enforce
the payment obligations under the Debt Documents are stayed as a
result of their Chapter 11 filing.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Brothers
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding undertaken by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORPORATION: Posts $5.3BB Net Loss in Year ended December 31
----------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported results for the fourth quarter ended
Dec. 31, 2008.

For three months ended Dec. 31, 2008, the company posted net loss
of $1.3 billion compared with net loss of $53 million for the same
period in the previous year.

For twelve months ended Dec. 31, 2008, the company posted net loss
of $5.3 billion compared with net income of $403 million for the
same period in the previous year.

The company:

   -- Reported a fourth quarter pre-tax loss of $547 million
      excluding non-cash, net mark-to-market hedge losses and
      certain accounting charges.  Including these items the
      company reported a pre-tax loss of $1.3 billion.

   -- Reported solid revenue performance with a 4.7% increase
      year-over-year in fourth quarter consolidated passenger
      unit revenue per available seat mile, excluding Mileage
      Plus accounting impacts.  Including these impacts,
      consolidated PRASM increased 2.1% year-over-year.

   -- Held its mainline non-fuel unit costs per available seat
      mile for the quarter, excluding certain accounting charges,
      to an increase of only 1.6% year-over-year, despite
      reducing mainline capacity by 11.7% year-over-year.
      Mainline CASM including fuel and certain accounting charges
      for the quarter was up 20.8% versus the fourth quarter of
      2007, due to the impact of hedge losses.

   -- Raised nearly $390 million in cash in the fourth quarter
      through various activities including aircraft financings,
      asset sales and equity issuances.

   -- Recorded its best fourth quarter on-time performance since
      2004.

The company reported a pre-tax loss, excluding non-cash, net mark-
to-market hedge losses and certain accounting charges, of
$547 million for the quarter.  This compared to an adjusted pre-
tax loss of $105 million in the fourth quarter of 2007, as the
recent fall in fuel prices drove losses on fuel hedges put in
place earlier in the year when prices were rising to unprecedented
levels.  Including these items the company's fourth quarter pre-
tax loss was $1.3 billion in 2008 compared to a pre-tax loss of
$98 million in 2007.

Fuel prices drove the company's losses in 2008.  The historic peak
in prices and the impact on hedges driven by the rapid decline
resulted in a $2.9 billion increase in cost compared to 2007 fuel
prices.

"Last year was by any measure a challenging year -- defined by
unprecedented volatility and unpredictability, but for United it
was also characterized by steady and durable improvements," said
Glenn Tilton, United chairman, president and CEO.  "Our management
team made timely decisions that resulted in fundamental
improvements across our business, which will hold us in good stead
in 2009."

Capacity Actions Drove Improved Passenger Unit Revenue Results

Total passenger revenue for the quarter decreased 8.7% year-over-
year as consolidated capacity declined 10.6%, consolidated yield
increased 2.4% and load factor decreased 0.3 points.

Domestic mainline PRASM for the fourth quarter, excluding Mileage
Plus accounting impacts, was up 6.7% year-over-year, reflecting
the company's capacity reduction actions.  Including Mileage Plus
accounting impacts, the company's domestic mainline PRASM was up
4.6% for the quarter.

International mainline PRASM, excluding Mileage Plus accounting
impacts, was up 1.2% for the quarter as a result of weaker demand
for international travel.  Including Mileage Plus accounting
impacts, the company's international PRASM declined 1.7%.

               Action Taken to Enhance Cash Position

The company completed several transactions during the fourth
quarter that helped strengthen its liquidity.  It raised
$215 million from aircraft financing transactions that closed
during the quarter along with $66 million in proceeds from asset
sales.  The company also received net proceeds of $107 million
through equity issuances during the quarter.

During the quarter, the company entered into an amendment with its
largest credit card processor that suspends until Jan. 20, 2010,
the requirement for United to post or maintain additional cash
reserves with the processor if United's balance of unrestricted
cash, cash equivalents and short-term investments falls below $2.5
billion.  In exchange for this benefit, United has granted the
processor a security interest in certain United owned aircraft.

During the fourth quarter, the company generated negative
$989 million of operating cash flow and negative $1.1 billion of
free cash flow, defined as operating cash flow less capital
expenditures.  Both the operating cash flow and free cash flow
include $587 million in additional net fuel hedge deposits that
were paid during the quarter.

The company ended the quarter with an unrestricted cash balance of
$2.0 billion, a restricted cash balance of $272 million and
$965 million in cash deposits held by its fuel hedge
counterparties.

Early in the first quarter of 2009 the company closed an
additional aircraft financing transaction, which raised
$95 million, and expects to raise approximately $160 million from
a cargo facility relocation agreement with Chicago's O'Hare
International Airport.  In January, the company received net
proceeds of $62 million from equity issuances, and anticipates
receiving an additional $27 million of net proceeds in the first
quarter by completing the equity issuances that were disclosed in
December.  Altogether, the company expects to raise about
$350 million from these transactions by the end of the first
quarter.

"United, like many airlines across the industry, experienced
significant cash pressures associated with fuel hedge positions in
2008 as oil prices declined more than $100 a barrel," said Kathryn
Mikells, senior vice president and CFO. "The cash impact, while
significant, is now behind us, and we are well positioned to
manage through a challenging 2009 with good expected cost
performance building on our momentum from this past year."

                        Business Highlights

   -- United began new daily non-stop passenger and cargo service
      between Washington, D.C., and Dubai on October 28.

   -- United disclosed new daily non-stop passenger and cargo
      service between Washington, D.C., and both Geneva and
      Moscow on its newly reconfigured B767 with fully lie-flat
      seats in first and business class.

   -- United and EGYPTAIR signed an agreement to offer codeshare
      flights, which would expand the international destinations
      and enhance the frequent flyer benefits offered to
      customers of both carriers.

   -- United disclosed it will offer in-flight internet service
      on it p.s. transcontinental service between New York and
      California starting in the second half of 2009.

   -- United became the first U.S. carrier to participate in the
      Asia and South Pacific Initiative to Reduce Emissions.
      United Flight 870 on Nov. 14 from Sydney, Australia, to San
      Francisco saved more than 1,500 gallons of fuel and 32,000
      pounds of carbon emissions using 11 fuel-savings
      initiatives from gate to gate.

   -- United disclosed its new Premier Line service, which allows
      customers to purchase access to three types of specially
      reserved lines that offer convenience at check-in, security
      and boarding, including boarding for connecting flights.

   -- United was named the best North American airline by two
      Asian travel publications.  Travel Trade Gazette Asia
      honored United with the award and Business Traveler Asia-
      Pacific recognized United with the same accolade for the
      eighth consecutive year.

   -- United became the first U.S. airline to offer overnight
      baggage shipping service via an overnight courier that will
      provide customers with a more convenient and easy way to
      travel -- without their luggage.  United's new service,
      Door-to-Door Baggage, enables customers in the continental
      United States to conveniently ship their luggage, or other
      travel items like skis or golf clubs, overnight from a home
      or office directly to their destinations within the 48
      contiguous United States.

                           2009 Outlook

For the first quarter 2009, the company anticipates mainline CASM,
excluding fuel, profit sharing and certain accounting charges, to
increase between 4.0 and 5.0% despite a mainline capacity
reduction of 14%.  Consolidated CASM, excluding fuel, profit
sharing and certain accounting charges, is also expected to
increase between 4.0 and 5.0%.

Continuing to build on its mainline non-fuel CASM results from
2008, the company anticipates full-year 2009 mainline CASM,
excluding fuel, profit sharing and certain accounting charges, to
increase between 2.5 and 3.5% despite a 9% reduction in mainline
capacity.  Consolidated CASM, excluding fuel, profit sharing and
certain accounting charges, is also expected to increase between
2.5 and 3.5%.

United is taking additional steps in 2009 to reduce overhead
costs.  The company will further reduce the number of salaried and
management employees by approximately 1,000 positions by the end
of 2009.  This is in addition to the 1,500 positions the company
announced in the second quarter, and when completed, will bring
the total reduction in its salaried and management staff to
approximately 2,500, or nearly 30%, since the beginning of 2008.

The company is also limiting its non-aircraft capital budget to
$450 million for 2009 and has no capital requirements for new
aircraft in 2009.  The company has scheduled debt and capital
lease payment obligations of $900 million in 2009.

Since the company's Dec. 17, 2008 disclosure, it has hedged an
additional 7% of its 2009 consolidated fuel consumption at an
average price of $53 per barrel using call options.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNBREAKABLE NATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Unbreakable Nation Co.
        143 Viburnum Drive
        Kennett Square, PA 19348

Bankruptcy Case No.: 09-10131

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Kevin William Gibson, Esq.
                  Gibson & Perkins, PC
                  200 East State Street, Suite 105
                  Media, PA 19063
                  Tel: (610) 565-1708
                  Email: kevingibson@gibperk.com

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

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

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

The petition was signed by Robert Vito, President of the company.


UNICO INC: Nov. 30 Balance Sheet Upside Down by $13.2 Million
-------------------------------------------------------------
Unico, Inc., as of November 30, 2008, had a deficit in working
capital of $20,099,684.  "The company has accumulated $65,886,875
of net operating losses through November 30, 2008, of which
approximately $13,000,000 may be used to reduce taxes in future
years through 2028.  The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss carry-
forwards.  The potential tax benefit of the net operating loss
carry-forwards have been offset by a valuation allowance of the
same amount.  Under continuing operations the company has not yet
established revenues to cover its operating costs.  Management
believes that the company will soon be able to generate revenues
sufficient to cover its operating costs through the operations of
its subsidiaries.  In the event the company is unable to do so,
and if suitable financing is unavailable, there is substantial
doubt about the company's ability to continue as a going concern,"
Chief Executive Officer Mark A. Lopez disclosed in a regulatory
filing dated January 20, 2009.

According to Mr. Lopez, the company's stockholders' deficit
increased $4,602,259 in the nine-month period ended November 30,
2008, from a deficit of $8,653,504 as of February 29, 2008, to a
deficit of $13,255,763 as of November 30, 2008.

The company's cash as of November 30, 2008, when combined with
$160,000 additional cash the company received in December 2008 and
January 2009, will sustain operations for approximately 30 days.
The company needs to raise approximately $3,500,000 in equity or
debt financing during the next 12 months to be used for the
company's operations, of which approximately $2,500,000 is needed
in the next 120 days.  The company has effected a reverse stock
split of its issued and outstanding shares so that the company
will have sufficient authorized, but unissued, shares of its
common stock available to provide for the conversion of the
company's existing $7,894,420 of convertible debentures into
shares of the company's common stock.  These additional
authorized, but unissued, shares will also allow the company to
raise additional capital through the sale of shares of restricted
common stock.

"If we are successful in raising an additional $3,500,000 in
equity, debt or through other financing transactions in the next
12 months (of which $2,500,000 is needed in the next 120 days), we
believe that Unico will have sufficient funds to meet operating
expenses until income from future mining operations are sufficient
to cover operating expenses," Mr. Lopez said.

As of November 30, 2008, the company's balance sheet showed total
assets of $6,851,868 and total liabilities of $20,107,631.
For the three months ended November 30, 2008, the company posted a
net loss of $1,872,476, compared with a net loss of $2,970,727 for
the same period a year earlier.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3883

                           About Unico

Unico Incorporated was formed as an Arizona corporation on
May 27, 1966 under the name of Red Rock Mining Co., Incorporated.
It was later known as Industries International, Incorporated and
I.I. Incorporated before the name was eventually changed to Unico,
Incorporated in 1979.  The company presently has three wholly
owned subsidiaries: Deer Trail Mining Company, LLC, Silver Bell
Mining Company, Inc., and Bromide Basin Mining Company, LLC.


UNITED RENTALS: Moody's Downgrades Corp. Family Ratings to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of United Rentals
(North America), Inc.'s Corporate Family and Probability of
Default Rating to B2 from B1; senior secured revolving credit
facility to Ba1 from Baa3; senior unsecured to B2 from B1; and,
senior subordinated to Caa1 from B2.

Moody's also downgraded the ratings for the Quarterly Income
Preferred Securities issued by United Rentals Trust I to Caa1 from
B3.  The speculative grade liquidity remains at SGL-3.  The
outlook is negative.

The downgrades follow the recent announcement by United Rentals,
Inc., parent company of United Rentals (North America), Inc. that
it is taking a 4Q08 goodwill impairment charge estimated at $1.1
billion.  Moody's believes that the charge indicates that the
level of cash flow that can reasonably be expected from the past
acquired operations is lower than previously projected at the time
of acquisitions.  The non-residential construction industry, the
main driver of URI's revenues, is undergoing a severe contraction.

Moody's believes that the construction industry will remain weak
and demand for rental equipment will drop further through 2009.
Operating margins are likely to come under pressure as utilization
and rental rates decline due to reduced needs.  Residual values
for used equipment could weaken as demand wanes, negatively
impacting secondary sales and net free cash flow as well as asset
valuations, which currently exceed the company's revolving credit
facility commitment.  URI's operating performance is likely to
trend towards credit metrics that were previously identified by
the rating agency as being potentially in-line with a lower
rating.  These metrics include debt/EBITDA in the low 4.0x range
and EBIT/interest expense below 2.0x (all ratios adjusted per
Moody's methodology).

The negative outlook reflects Moody's belief that URI's financial
flexibility will be hindered by its leveraged capital structure as
demand for rental equipment slows through 2009 due to the current
economic turmoil and the severity of the downturn in the non-
residential construction markets.

These ratings/assessments were affected by this action:

  -- Corporate family rating lowered to B2 from B1;

  -- Probability of default lowered to B2 from B1;

  -- $1.285 billion senior secured revolving credit facility due
     2013 downgraded to Ba1 (LGD2, 15%) from Baa3 (LGD2, 11%);

  -- $1.0 billion senior unsecured notes due 2012 downgraded to B2
     (LGD3, 44%) from B1 (LGD3, 42%);

  -- $525 million senior subordinated notes due 2013 downgraded to
     Caa1 (LGD5, 77%) from B2 (LGD5, 75%);

  -- $375 million senior subordinated notes due 2014 downgraded to
     Caa1 (LGD5, 77%) from B2 (LGD5, 75%); and,

  -- $144 million convertible notes due 2023 downgraded to Caa1
     (LGD5, 77%) from B2 (LGD5, 75%).

The company's speculative grade liquidity rating of SGL-3 is
unchanged.

United Rentals Trust I:

  -- $146 million Quarterly Income Preferred Shares ("QUIPS") due
     2028 downgraded to Caa1 (LGD6, 94%) from B3 (LGD6, 93%).

The last rating action was on June 10, 2008 at which time Moody's
affirmed URI's B1 corporate family rating, but changed the outlook
to negative from stable.

United Rentals, Inc. is a holding company that conducts its
operations through United Rentals (North America), Inc. and its
subsidiaries.  URI is the world's largest equipment rental company
operating approximately 625 rental locations throughout the United
States, Canada and Mexico.  The company maintains over 2,900
classes of rental equipment having an original equipment cost of
$4.1 billion.  Revenues for 2008 were approximately $3.3 billion.


UNIVERSITY BUS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: University Bus Lines, Inc.

Bankruptcy Case No.: 09-70047

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/arwb09-70047.pdf

The petition was signed by Kevin J. Clark, President of the
company.


VALASSIS COMMUNICATIONS: Bank Loan Sells at Substantial Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Valassis
Communications is a borrower traded in the secondary market at
54.20 cents-on-the-dollar during the week ended January 16, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.60
percentage points from the previous week, the Journal relates.
Valassis pays interest at 175 points above LIBOR.  The loan
matures March 2, 2014.  The bank loan carries Moody's Ba2 rating
and Standard & Poor's BB rating.

Valassis -- http://www.valassis.comand http://www.redplum.com--
is one of the nation's leading media and marketing services
companies, serving more than 15,000 advertisers.   Headquartered
in Livonia, Michigan with approximately 7,000 associates in 28
states and eight countries, Valassis is recognized for its
associate and corporate citizenship programs, including its
America's Looking for Its Missing Children(R) program.  Valassis
companies include Valassis Direct Mail, Inc., Valassis Canada,
Promotion Watch, Valassis Relationship Marketing Systems, LLC and
NCH Marketing Services, Inc.


VALHALLA CLO: Moody's Downgrades Ratings on Various Notes
---------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Valhalla CLO, Ltd.:

  -- U.S.$62,000,000 Class A-1 Floating Rate Senior Extendable
     Notes, downgraded to A1; previously rated Aaa, on October 15,
     2008 placed under review for possible downgrade.

  -- U.S.$56,000,000 Class A-2 Floating Rate Senior Extendable
     Notes, downgraded to A3; previously on August 18, 2004
     Moody's assigned Aa2.

  -- U.S.$39,500,000 Class B Floating Rate Deferrable Senior
     Subordinate Extendable Notes, downgraded to Baa3; previously
     on August 18, 2004 Moody's assigned A2.

  -- U.S.$21,000,000 Class C-1 Floating Rate Deferrable Senior
     Subordinate Extendable Notes, downgraded to B1; previously on
     August 18, 2004 Moody's assigned Baa2.

  -- U.S.$5,000,000 Class C-2 Fixed Rate Deferrable Senior
     Subordinate Extendable Notes, downgraded to B1; previously on
     August 18, 2004 Moody's assigned Baa2.

According to Moody's, the rating actions taken on Class A-1 Notes
and to some extent on Class A-2 Notes are a result of the
additional risk posed to the noteholders due to the action taken
by Moody's on the insurance financial strength rating of Financial
Security Assurance Inc., which acts as Guarantor under the
Investment Agreement in the transaction.  On November 21, 2008,
Moody's downgraded the financial strength rating of Financial
Security Assurance Inc. to Aa3 from Aaa.  In its analysis, Moody's
added the Aa3 default risk associated with Financial Security
Assurance Inc. to the expected loss of each class of rated notes,
resulting in an A1 rating for Class A-1 Notes in expected loss
terms.  The impact on the Class A-1 notes was more pronounced due
to their higher initial ratings relative to the current insurance
financial strength rating of Financial Security Assurance Inc.

In addition, the rating actions taken on the Class A-2 Notes, the
Class B Notes, and the Class C Notes are a result of Moody's
application of revised default probability assumptions along with
credit deterioration of the underlying portfolio.  These
assumptions have been applied to all corporate credits in the
underlying portfolio as described in the press release dated
January 15, 2009.  Moody's observes a decline in the average
credit rating (as measured through the weighted average rating
factor) of the underlying pool as well as an increase in the
dollar amount of defaulted securities.


VAN ROEKEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Van Roekel Properties, LLC
        633 East Sioux Avenue
        Pierre, SD 57501

Bankruptcy Case No.: 09-30001

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Louis Jr. Van Roekel                               08-30049

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Central (Pierre))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Stan H. Anker, Esq.
                  Anker Law Group, P.C.
                  1301 West Omaha Street, Suite 207
                  Rapid City, SD 57701
                  Tel: (605) 718-7050
                  Fax: 605-718-0700
                  Email: sanker@rushmore.com

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

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

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

            http://bankrupt.com/misc/sdb09-30001.pdf


VERIFONE INC: S&P Places 'BB-' Corporate Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's ratings Services said that it placed its 'BB-'
corporate credit rating on San Jose, California-based VeriFone
Inc. on CreditWatch with negative implications.

"The action reflects our concern that weakening global economic
and business conditions will impede VeriFone's ability to achieve
and sustain further improvements in its operating performance and
leverage profile," said Standard & Poor's credit analyst Martha
Toll-Reed.

VeriFone designs, markets, and services system solutions that
enable secure electronic payments.

The company reported revenues of about $922 million for the fiscal
year ended Oct. 31, 2008.  Operating performance over the past 12
months has been volatile, reflecting a number of factors,
including growth in lower-margin international markets; weakness
in more profitable North American segments; discounted sales of
legacy products; and the costs of VeriFone's investigation into
certain accounting and financial control matters and subsequent
restatement.  Although EBITDA margins stabilized in the second
half of the fiscal year at about 10%, current profitability is
substantially lower than historical levels, and most-recent-
quarter annualized debt to EBITDA remains high for the rating at
about 5.3x.  In S&P's view, operating performance visibility and
predictability have been impaired by global economic uncertainty.

S&P will meet with management to discuss its plan to improve
profitability, the predictability and sustainability of operating
performance, and the impact on VeriFone's leverage and financial
profile prior to resolving the CreditWatch.  Corporate credit
rating downside, if any, is likely to be limited to 'B+'.


WAYNE FERRELL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L. Wayne Ferrell and Margaret J. Ferrell
        4692 Country Lane
        Rocky Mount, NC 27803

Bankruptcy Case No.: 09-00157

Chapter 11 Petition Date: January 9, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P. O. BOX 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746
                  Email: annhinson@nc.rr.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-00157.pdf

The petition was signed by L. Wayne Ferrell and Margaret J.
Ferrell.


WEST CORP: Bank Loan Sells at 30% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corp. is a
borrower traded in the secondary market at 69.28 cents-on-the-
dollar during the week ended January 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.06 percentage points
from the previous week, the Journal relates.  West Corp. pays
interest at 237.5 points above LIBOR.  The bank loan carries
Moody's B1 rating and Standard & Poor's BB- rating.

The bank loan traded in the secondary market at 59.82 cents-on-
the-dollar during the week ended December 26, 2008.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West has a team of 41,000
employees based in North America, Europe and Asia.


WESTERN KENTUCKY: Moody's Affirms Outstanding Debt Ratings
----------------------------------------------------------
Moody's Investors Service has affirmed the outstanding ratings on
Western Kentucky University's outstanding debt, as detailed at the
end of the report, in conjunction with the postponed sale of
$46.9 million of General Receipts Bonds, 2008 Series A.  The sale
of the 2008 Series A bonds is anticipated to be completed on
February 4, 2009.  The bonds will be renamed to General Receipts
Bonds, 2009 Series A to reflect the delay.  Western Kentucky
University's underlying rating outlook remains stable.  The rating
outlook for the enhanced rating is negative based on the
Commonwealth of Kentucky's current outlook.

The Aa3 enhanced rating and negative outlook are based primarily
on the structure and mechanics of the Kentucky Public University
Intercept Program which is based on the Commonwealth of Kentucky's
current rating and outlook.  For more information on the Kentucky
Public University Intercept, please refer to Moody's reports dated
March 5, 2008 and Moody's most recent report revising the
program's outlook dated April 21, 2008.

Use of proceeds: Bond proceeds will be used to finance the costs
of capital improvements, including the renovation of the
University's performing arts center, science and technology
building, health and fitness center, parking improvements, and
Phase I (design) for replacement of the college of business
building.

Legal security: The General Receipts Bonds are secured by a pledge
of substantially all unrestricted revenue, including student
tuition and fees, state appropriations, local and private grants
and contracts, sales and services of educational activities, and
investment income.  In FY 2006 pledged revenues totaled
$189 million which is more than ample coverage for the
$7.7 million of maximum annual debt service.  The General Receipts
pledge is subordinate to the pledge securing previously issued
Consolidated Educational Buildings Revenue Bonds.  It is the
intent that all future debt will be secured by the General
Receipts Pledge, as previously issued bonds are retired or called
early.

The General Receipts bonds also benefit from the presence of a
state intercept program.  If the University fails to make debt
service payments ten days in advance of the debt service payment
date on the Bonds, the Secretary of the Finance and Administration
Cabinet of the Commonwealth are obligated to apply to such debt
service payment any funds that have been appropriated to the
University but not yet expended.  Public universities in the
Commonwealth must get legislative approval of all the projects
financed by bonded debt.

Interest rate derivatives: The WKU Student Life Foundation entered
into an interest rate swap and collar agreement corresponding to
the 2000 variable rate debt series with Wachovia Bank, N.A. Under
the agreements related to the Series 2000 issue, the interest rate
is capped with a collar agreement at 5.75% on a notional amount of
$58.8 million that terminates in June 2010.  The Foundation has
also entered into two interest rate swap agreements for the Series
2008 variable rate bonds with JPMorgan Chase Bank, N.A, with a
combined notional amount of $25.7 million.  The Series 2008 bonds
are not capped by a collar and the Student Life Foundation pays a
fixed rate of 3.63% and receives 68% of LIBOR from the
counterparty.  The mark-to-market valuation of the Wachovia swap
portfolio was negative $11.0 million as of December 31, 2008.  The
mark-to-market valuation of the JPMorgan swap agreements was
negative $3.4 million as of December 31, 2008.

                            Strengths

* Ability of Secretary of Finance to intercept current and future
  appropriations coming from the Commonwealth of Kentucky (issuer
  rating of Aa2) and direct to the Bond Trustee.

* Solid operating performance evidenced by an average annual
  operating margin of 8.3% providing 4.3 times debt service
  coverage over the past three years (FY 2006-2008), with similar
  performance expected in fiscal 2009 primarily due to higher than
  expected enrollment and tuition revenue.

* Growing enrollment trends boosted by healthy local demographics
  combined with healthy demand from out-of-state students.  Full-
  time equivalent student enrollment increased to 16,140 in fall
  2008 at this regional public university which primarily serves
  an undergraduate student population.

* Continued growth of financial reserves, stemming from healthy
  operating surpluses, with unrestricted financial resources of
  $47.9 million at fiscal year end 2008 (increase of 79% over
  2004).  Moody's expect the resource base will be further
strengthened
  by philanthropic support, with the University in the midst of a
  comprehensive capital campaign focused on growing the endowment,
  having raised $131.6 million against a $200 million goal.

                            Challenges

* Interceptable funds limited to the Commonwealth's appropriation,
  and the extent of the definition of appropriated funds has not
  been tested.

* Budget pressures at the Commonwealth level (General Obligation
  rating of Aa2 with a negative outlook) could potentially impact
  operating support for the University in the near-term (state
  appropriations represented 32.6% of operating revenue in FY
  2008, based on Moody's calculations).

* Financial resources provide modest coverage of debt and
  operations, with expendable resources covering pro-forma debt
  and operations by 0.5 times in FY 2008.

* Debt structure of the WKU Student Life Foundation employs a
  letter of credit that adds credit risk of unexpected claims on
  liquidity of the Foundation, which Moody's include in the
  University's resource calculations, should a default occur and
  the bonds are accelerated by the bank.

                             Outlook

The Aa3 rating for the enhanced rating is expected to move in
conjunction with the Commonwealth's own credit strength.  The
Commonwealth's current long-term rating outlook is negative.
The outlook for Western Kentucky University's A2 underlying rating
is stable, reflecting Moody's expectation of continued enrollment
growth and solid operating performance which should generate
sufficient cash flow to cover debt service.

                What could change the rating - UP

Kentucky Public University Intercept: Long-term economic and
revenue growth, with structural balance in state finances and
limited reliance on non-recurring resources combined with the
build up and maintenance of reserves.

Western Kentucky University's Underlying Rating: Substantial
growth in balance sheet resources; increased diversity in revenue
streams.

               What could change the rating - DOWN

Kentucky Public University Intercept: Significant economic slowing
resulting in weaker revenue performance that severely strains
commonwealth finances; trend of ongoing reliance on non-recurring
resources to balance the commonwealth's budget; failure of the
commonwealth to pass a timely budget, leading to an extended
shutdown of state government, even if debt service continues to be
paid.

Western Kentucky University's Underlying Rating: Significant
additional borrowing beyond current expectations, any protracted
decline in enrollment or deterioration of operating performance;
acceleration of the WKU Student Life Foundation's variable rate
debt.

Key Data And Ratios (Fall 2008 Enrollment, FY 2008 Financial
Information)

  -- Total Enrollment: 16,140 full-time equivalent students

  -- Freshman Applicants Accepted: 94.8%

  -- Freshman Accepted Students Enrolled: 47.0%

  -- Total Direct Debt: $239.9 million (including debt of
     affiliated foundation)

  -- Expendable Resources to Pro Forma Debt: 0.5 times (0.4 times)

  -- Expendable Resources to Operations: 0. 5 times (0.4 times)

  -- 3-Year Average Operating Margin: 8.3%

  -- Commonwealth Issuer Rating: Aa2, negative outlook

  -- Reliance on State Appropriations (% of Operations): 32.6%

* Figures in parentheses represent Moody's pro-forma 20% decline
  in financial resources due to investment losses since June 30,
  2008

                            Rated Debt

  -- Consolidated Educational Buildings Revenue Bonds, Series N,
     O, and P: A2 rating insured by Ambac (Ambac's current
     financial strength rating is Baa1 with a developing outlook)

  -- Consolidated Educational Buildings Revenue Bonds: Series Q:
     A2 rating

  -- General Receipts Bonds, 2006 Series A: Aa3 enhanced (Kentucky
     Public University Intercept Program rating is Aa3 with a
     negative outlook); insured by Syncora (Syncora's current
     financial strength rating is Caa1, rating on review with
     direction uncertain)

  -- General Receipts Bonds, 2007 Series A: A2 underlying; Aa3
     enhanced (Kentucky Public University Intercept Program
     rating is Aa3 with a negative outlook); insured by MBIA
     (MBIA's current financial strength rating is Baa1 with a
     developing outlook)

  -- General Receipts Bonds, 2009 Series A: A2 underlying; Aa3
     enhanced (Kentucky Public University Intercept Program rating
     is Aa3 with a negative outlook)

  -- WKU Student Life Foundation's Series 2000 and 2008: Aaa/VMIG1
     based on a letter of credit provided by JPMorgan Chase Bank,
     N.A. (expires June 15, 2013)

  -- City of Bowling Green, General Obligation and Special Revenue
     Bonds, Series 2002B and 2002C: Aa2 (based on creditworthiness
     of the City of Bowling Green, rated Aa3, and Western Kentucky
     University, rated A2; and the structure of the
     transaction which ensures complete and timely payment of debt
     service separately by both entities)


WESTERN WEB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Western Web Printing, Inc.
        aka Western Web Printing, Inc.
        6170 Lake Meade Blvd., No. 801
        Las Vegas, NV 89108
        Tel: (805) 685-9680
        Fax: (805) 685-9727

Bankruptcy Case No.: 09-10238

Chapter 11 Petition Date: January 9, 2009

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

Judge: Bruce A. Markell

Company Description: Western Web Printing specializes in web
                     offset printing for universities and
                     colleges, high schools, cities, chambers of
                     commerce, national publishers, non-profits
                     and businesses throughout San Luis Obispo,
                     Santa Barbara and Ventura counties.
                     See: http://www.westernwebprinting.net/

Debtor's Counsel: Ambrish A. Sidhu, Esq.
                  Sidhu Law Firm
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: 702-384-4436
                  Fax: 702-384-4437
                  Email: asidhu@sidhulawfirm.com

Total Assets: $1,380,138

Total Debts: $2,509,658

The petition was signed by Jesse Roth, president of the company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nb09-10238.pdf


WILLIAM FOUSS: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: G. William Fouss
        3017 North Island Circle
        Port Clinton, OH 43452

Bankruptcy Case No.: 09-30094

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Kathryn A. Williams, Esq.
                  Law Office of Kathryn A. Williams
                  75 Public Square
                  Suite 800
                  Cleveland, OH 44113
                  Tel: (440) 989-8701
                  Fax: 440-28-2046
                  Email: kathrynwms@gmail.com

Total Assets: $3,707,100.00

Total Debts: $1,070,000.00

The Debtor's Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
U.S Bank, NA as Trustee      Residential Mortgage        740,000

Southern District of Ohio        Restitution in a        330,000
                                    Criminal Case

The petition was signed by G. William Fouss.


WILLOWICK LLC: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Willowick LLC
        6 Riez
        Newport Coast, CA 92657

Bankruptcy Case No.: 09-10234

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: J. John Oh, Esq.
                  625 The City Dr Ste 355
                  Orange, CA 92868
                  Tel: (714) 740-0435

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-10234.pdf

The petition was signed by Maclovio Espinoza, President of the
company.


WOODBROOK CASUALTY: A.M. Best Withdraws 'B' FS Rating on Merger
---------------------------------------------------------------
A.M. Best Co. notes the recent merger of Woodbrook Casualty
Insurance, Inc. (Woodbrook) with and into its former affiliate,
The Medical Assurance Company, Inc. (Medical Assurance), with
Medical Assurance being the surviving insurer. Accordingly, A.M.
Best has withdrawn the financial strength rating (FSR) of B (Fair)
and issuer credit rating (ICR) of "bb+" and assigned a category
NR-5 (Not Formally Followed) to the FSR and an "nr" to the ICR of
Woodbrook.

Concurrently, Medical Assurance's name was changed to ProAssurance
Indemnity Company, Inc. (ProAssurance Indemnity), and its ratings
are unaffected by this merger. All of the above companies are
insurance subsidiaries of ProAssurance Corporation [NYSE: PRA] and
are located in Birmingham, AL.


YANKEE CANDLE: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Yankee Candle Co.
is a borrower traded in the secondary market at 54.70 cents-on-
the-dollar during the week ended January 16, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.30 percentage
points from the previous week, the Journal relates.  Yankee Candle
pays interest at 200 points above LIBOR.  The loan matures
February 6, 2014.  The bank loan carries Moody's Ba3 rating and
Standard & Poor's BB- rating.

Headquartered in South Deerfield, Massachusetts, Yankee Candle
Company designs, manufactures, and distributes premium scented
candles in the U.S.


YONOSS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Yonoss, Inc.
        2881 PS Business Center Dr.
        Woodbridge, VA 22192

Bankruptcy Case No.: 09-10104

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Ramsdell & Counts, P.L.C.
                  700 S. Washington St., Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011
                  Email: sramsdell@tbrclaw.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-10104.pdf

The petition was signed by Yaqub Zargarpur, Vice President and CEO
of the company.


YORKVILLE OPTICAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Yorkville Optical Corp.
        210 E. 86 St.
        New York, NY 10028
        Tel: (212) 717-2780

Bankruptcy Case No.: 09-10128

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
   Omni Vision Holdings, Inc.              09-10129

Chapter 11 Petition Date: January 9, 2009

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

Judge: Robert D. Drain

Company Description: The debtors provide optical services and
                     sell eyeglasses and contact lenses.

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg, Musso & Weiner, LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

Total Assets: $151,355

Total Debts: $1,541,932

The petition was signed by Daniel Ruvio, president of the company.

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/nysb09-10128.pdf


ZAHIR HUSSAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Zahir Hussain
        9304 Merlot Circle
        Seffner, FL 33584

Bankruptcy Case No.: 09-00211

Chapter 11 Petition Date: January 8, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: David W. Steen, Esq.
                  David W Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: 813-251-3000
                  Fax: 813-251-3100
                  Email: dwslaw@yahoo.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

               http://bankrupt.com/misc/fmb09-00211.pdf


* Al Green Wants to Revive Seller-Funded Housing Down-Payment Aid
-----------------------------------------------------------------
Dawn Wotapka at The Wall Street Journal reports that Rep. Al Green
is seeking to revive seller-funded housing down-payment
assistance.

According to WSJ, the housing down-payment assistance could jump-
start stalled sales.

WSJ relates that the government, concerned about default rates,
stopped the program last year.  The report quoted Rep. Green as
saying, "We didn't have to end it; we could have amended it and
maintained it."

WSJ states that until Oct. 1, 2008, a third party, typically a
nonprofit group could finance a buyer's down payment and be paid
back by the seller, letting buyers take advantage of mortgages
backed by the Federal Housing Administration, which had required a
3% down payment.  According to the report, the down payment is now
at 3.5%, still lower than the 20% some lenders require.

WSJ states that prior attempts to rescue down-payment assistance
have failed.  Supporters of the program said that it must be
returned, as the housing market continues to decline.

Citing critics, WSJ says that the programs contributed to the
real-estate collapse by helping people purchase homes with little
or none of their own money, increasing defaults.


* Michael Kessler Joins Dewey & LeBoeuf
---------------------------------------
Richard Lloyd at The American Lawyer reports that Dewey &
LeBoeuf's has hired Weil, Gotshal & Manges partner Michael
Kessler.

According to The American Lawyer, Mr. Kessler joins the business
solutions and governance practice in New York.  Mr. Kessler, says
The American Lawyer follows practice chief Martin Bienenstock, who
joined Dewey & LeBoeuf over a year ago.

Mr. Kessler, The American Lawyer relates, said that the
opportunity to help build a restructuring practice and to work
again with Mr. Bienenstock convinced him to join Dewey & LeBoeuf.
The report states that Mr. Kessler first worked with Mr.
Bienenstock on the 1987 Texaco bankruptcy.

The American Lawyer reports that Mr. Kessler most recently has
worked on the Lehman Brothers bankruptcy proceedings,
concentrating on the bank's real estate portfolio.  According to
the report, Mr. Kessler will leave that work at Weil.

Dewey & LeBoeuf now has more than 50 attorneys, The American
Lawyer relates.  "The overall concept of what we're building here
is to provide clients with multidisciplinary options to business
problems, of which Chapter 11 is just one," the report quoted Mr.
Bienenstock as saying.


* S&P Says Market Conditions Likely to Constrain Emerging Telecoms
------------------------------------------------------------------
Although negative rating actions on emerging market telecom
companies have gained momentum, underlying resilience remains.
Until recently, Standard & Poor's Ratings Services' global ratings
on emerging market telecoms reflected a positive bias after years
of strong growth.  During the fourth quarter of 2008, however,
this trend reversed, primarily due to macroeconomic pressures
leading to an increase in negative rating actions, with the number
of downgrades outpacing upgrades over full-year 2008.

In addition, although 65% of the ratings on the 68 rated emerging
market telecom companies retained a stable outlook by mid-January
2009, 18% either had a negative outlook or had been placed on
CreditWatch with negative implications, tipping the bias of the
segment into negative ratings territory.  The current financial
markets and macroeconomic conditions will inevitably postpone, or
in certain instances cancel, the upward trend for those ratings
with a positive bias.

Nevertheless, S&P believes that companies with exposure to mobile
telephony in emerging markets retain underlying attractive growth
prospects over the medium term and that the fundamentals of the
industry remain solid.  In addition, the business risk profiles of
rated emerging market telecom companies should not significantly
weaken, but some companies may take longer to execute their stated
business plans.  The high growth by which emerging market telecom
companies (in particular mobile) have characterized themselves in
recent years will likely decelerate, taking longer to reach
saturation levels seen in Western European markets, although
markets will persist in becoming increasingly competitive.

The current headwinds -- including reduced access to capital, a
weakened macroeconomic outlook, and a relatively sudden
reappearance of typical emerging market risk factors over recent
months -- could accentuate further negative ratings momentum in
the near term.  These risks include economic volatility, foreign
exchange, political and institutional instability and corruption,
inflation and high interest rates, and the minimal depth of local
capital markets.  In addition, inefficient information flow from
companies to investors can be a problem in some emerging markets.

It is difficult to point to a generalized impact of current market
conditions on the rated companies given the diverse nature of the
portfolio, but certain companies will be more negatively affected
than others.  Conservative financial policies and adequate
financial planning and liquidity management may, however, increase
rating differentials between companies that have similar business
risk profiles or operate in the same markets (i.e. in an
environment where a marginal weakening of the business risk
profile for all players is not offset by actions taken to
reinforce the financial risk profile, negative rating actions
could increase).  In essence, liquidity and liability management
are more important than ever.  Currently, Standard & Poor's rates
68 emerging market telecom companies of diverse credit quality on
a global basis.  S&P's portfolio includes companies high up on the
rating scale such as Chunghwa Telecom Co. Ltd. (AA/Stable/--) in
Taiwan (Republic of China; AA-/Stable/A-1+).  The company has an
extremely conservative balance sheet compared with UAB Bité
Lietuva (CCC-/Negative/--) in Lithuania, whose weak liquidity
position and high leverage put it toward the end of the scale.

For the most part, the current economic environment with reduced
availability of funds at the right price will force operators to
make decisions on the pace of investment in networks and marketing
and the level of dividends (if they have reached a point in their
development where they can afford to pay dividends).  They will
also need to be increasingly innovative in product distribution
and cost control.  In addition, the difficult market may
exacerbate liquidity and refinancing problems for companies whose
internally generated cash flows are still insufficient to repay
approaching debt maturities.

The pace of growth, both of revenues and mobile subscribers, is
likely to slow down considerably; the positive caveat, however, is
that growth potential remains in emerging market telecoms, given
the average lower penetration levels.  Macroeconomic slowdown or a
reduction in disposable incomes may point to reduced usage of
telephony services, potentially affecting those operators with a
preponderant prepaid customer base.  Many factors will come into
play: the individual business positions, financial condition,
financial policies, and liquidity profile of individual companies
as well as the specificities of the overall economy of individual
countries and regions.  For example, revenue growth has been
dampened in certain Central American countries such as the
Republic of El Salvador (BB+/Negative/B) and the Republic of
Guatemala (foreign currency BB/Stable/B; local currency
BB+/Stable/B) as the level of remittances from abroad has declined
following an increase in unemployment in the U.S. This lowers the
affordability of mobile telecom services, putting pressure on
operators' revenue growth.

       Until Now The Growth Trajectory Had Been Impressive

Mobile telephony has been a great example to demonstrate the high
growth potential of emerging markets.  S&P's opinion is based on a
number of factors, but three of them rank highly:

  -- Penetration growth opportunity still exists.  Some regions
     and countries (some o f them with a high level of country
     risk) remain relatively underpenetrated.  Countries such as
     the Arab Republic of Egypt (foreign currency BB+/Stable/B;
     local currency BBB-/Stable/A-3), the Republic of Iraq, and
     the Islamic Republic of Pakistan (CCC+/Developing/C) have
     penetration of about 50%, while many sub-Saharan African
     markets offer varied but even lower penetration rates with
     strong growth potential.  Markets such as the Republic of
     Indonesia (foreign currency BB-/Stable/B; local currency
     BB+/Stable/B), the People's Republic of China (A+/Stable/A-
     1+), and the Republic of India (BBB-/Stable/A-3) also have
     growth opportunities based on their large populations.

Accelerated penetration growth has forced some operators to incur
higher-than-expected capital expenditures in the earlier part of
their business plans, causing a reorganization of funding
priorities and sometimes putting pressure on liquidity or delaying
the achievement of free operating cash flow.  This essentially
translates into a constraint on the ratings.

  -- As penetration increases, revenue growth is boosted by
     instant access to prepaid services and the availability of
     cheap handsets.  Furthermore, cheaper network equipment
     enables operators to achieve required returns from network
     rollout in geographic districts that previously would have
     been considered loss making--importantly, wider network
     coverage grows the addressable market and fuels further
     growth.

  -- Once the large initial investments in acquiring licenses and
     rolling out network are complete, significant free cash flows
     can be generated as usage grows.  Positive free cash flow
     generation with good visibility is particularly what S&P look
     on favorably in S&P's rating analysis of a company.  This has
     been reflected in upgrades, as seen, for example, in the
     Russian market, where the three largest operators have moved
     up the rating scale closer to investment-grade level over the
     past eight years or with Amazonia Celular S.A.
     (BB+/Positive/--) in the Federative Republic of Brazil
     (foreign currency BBB-/Stable/A-3; local currency
     BBB+/Stable/A-2).

        Cash Flows Should Increase Following Completion Of
                     Initial Network Rollout

Major operators' network rollout for basic services is broadly
complete (except for capacity enhancements or technology
upgrades), which should lead to strong positive free cash flows.
Operators that are new entrants to individual country markets or
operating in large geographies that require ongoing rollout
subject to incremental demand growth will need to temper their
financial policies regarding shareholder returns if free cash
flows are not yet strongly positive and now less visible in the
current economic environment.  Third-generation (3G) connectivity,
which has yet to significantly contribute to cash flows for any
company, will also dampen cash flows if significant investments
are being made, although emerging market operators will have the
benefit of the experience of Western European operators in 3G
deployment and subsequent returns, or lack thereof, to tailor
their investment plans.  The size of free cash flow and its
sufficiency to cover all liquidity needs vary from operator to
operator.  Given scale benefits and bearing in mind the reduced
availability of fresh capital, larger operators with multiple
well-established operations are probably better placed than those
that are still investing heavily in their networks and not yet
generating positive free cash flow on a sustainable basis.

In certain markets, newcomers are gradually easing the aggressive
pricing policies they have followed to try to rapidly attain
critical scale.  They are now looking for more rational operating
margins, relieving the current pressure in average revenue per
user.  Some newcomers might not be able to make it without
financial restructuring, while in other markets, consolidation
could accelerate if valuations are acceptable.

Mobile offers more growth potential than the fixed-line segment
In terms of growth, S&P is more bullish on mobile telephony than
fixed-line telecoms.  Fixed-line networks in many emerging markets
have been historically underinvested in and are not always widely
built out or easily available outside urban areas, depending on
the country.  Mobile telephony is often the only viable and
accessible means of communication.

           Barriers to Entry Raised in Emerging Markets

To the question whether tough competition for acquisitions and new
licenses prohibits all but the biggest players from succeeding in
new markets, S&P's view is that barriers to entry are now higher
than ever.  Those that have won license auctions or privatization
bids in attractive markets in recent times have paid dearly for
them, such as the third mobile licenses in Egypt and the State of
Kuwait (AA-/Stable/A-1+) and the privatization of Ghana
Telecommunications Co. Ltd.  S&P sees fewer strategic options for
specialist emerging market operators such as Millicom
International Cellular S.A. (BB/Stable/--) or Orascom Telecom
Holdings S.A.E. (B/Stable/--) or even private equity firms (if
they had access to funding) to enter greenfield operations or
acquire existing third or fourth players that may be up for sale.
And the example of emerging market operator Orascom Telecom
choosing to expand its business in Canada points to its view of
how inflated asset prices in emerging markets have become.

That said, smaller players claim that they have the know-how,
innovation, and flexibility to flourish in operationally
challenging markets where the big players either are not
operationally flexible enough to be as successful as they would
like or where the market is not strategic enough for the big
players to be present, such as Namibia, where Orascom Telecom
entered the market via the acquisition of Cell One.  Growing via
scale and consolidation are on the rise, however.

Aggressive expansion by Zain, Emirates Telecommunications Corp.
(Etisalat) (A+/Stable/A-1), Qatar Telecom Q.S.C. (A-/Stable/A-2),
and Saudi Telecom Co. (foreign currency A+/Stable/A-1) across the
Middle East, Africa, and Asia backs up these companies' view that
mobile telephony is a scale business.  From a European base,
Telenor ASA (BBB+/Negative/A-2), Telefonica S.A. (A-/Stable/A-2),
Vodafone Group PLC (A-/Stable/A-2), and to a lesser extent
Portugal Telecom SGPS S.A. (BBB-/Stable/A-3) also receive growing
revenue contributions from their emerging market positions.
Although revenue growth in emerging markets may take some time to
translate into cash flow growth and value accretion, there may
indeed be an adequate return for the risks undertaken.  These
risks are substantial and will often represent a constraint on
credit quality and ultimately the rating on companies such as
Telenor, Telefonica, Vodafone, and Etisalat.  This was recently
signaled by S&P's revision of the outlook on Telenor to negative
in October 2008 following the company's announcement to enter the
Indian market.

The most established players are likely to drive further
consolidation, but this of course is more likely when financial
market conditions improve.  In particular, further consolidation
in markets that have more than three players is likely, such as
Russia, the Philippines, Indonesia, or India, as smaller regional
operators are mopped up.  If performance of the mobile operators
remains steady and leverage remains moderate, S&P may see more
ratings on emerging market mobile telecom companies moving toward
investment grade.

                 Country Risk Returns to The Fore

Country risk assessment is a key rating factor for emerging market
companies, and it represents the risk of doing business in a
specific environment such as weak enforcement of regulation,
corruption, weak institutions, or high currency volatility.  It is
not sovereign risk, as this captures the probability of a
sovereign default.  The sovereign rating is not necessarily a cap
on corporate credit ratings, however.  Equally, where sovereign
ratings in emerging markets have reached investment-grade status -
- in the Russian Federation (foreign currency BBB/Negative/A-3;
local currency BBB+/Negative/A-2) or India, for example -- this is
not a reflection of the risk of doing business in a given
jurisdiction.  As a result, a company that is relatively solid by
local standards will not necessarily be rated the same as or
higher than the sovereign due to the inherent risks of doing
business in that jurisdiction.  Structural improvements in
sovereign financial reserves can mask corporate vulnerabilities,
and S&P's corporate credit ratings factor in the risk of
decelerating growth rates where appropriate.

Some of the rating differential among emerging market telecom
operators is played out in their ability to withstand these
pressures and their ability to cope with extremely rapid growth.
In addition, the choice of capital structure, the shareholder
remuneration policies, ownership structures, or merger and
acquisition plans can cause differentials in ratings between
businesses that often show similar operating trends.

Country risk is one of the reasons why certain emerging market
telecoms have stronger credit metrics than what could be implied
by the ratings.  Stronger credit metrics are needed to offset
higher country risks (including refinancing) and industry-level
factors.  From a financial policy perspective, given the higher
business risk considerations for emerging market companies,
leverage ratios have typically been lower or more conservative
than those seen in more mature markets that provide greater
operational visibility from a regulatory and country risk
perspective.

As operators' business plans are successfully executed and
elements of country risk diminish, more emerging market mobile
operators may achieve investment-grade credit ratings in the
future -- pointing to credit quality improvement.

Revenue dynamics over the next few quarters will tell the tale
Emerging market mobile operators so far have had, in general, a
history of rapid return on assets despite the challenges faced,
and few have defaulted to date.  Some operators are currently
exposed, however, as identified by the negative outlooks: Bité,
the Lithuanian and Latvian operator, due to weak liquidity;
Pakistan Mobile Communications Ltd. (Mobilink; B-/Negative/--) due
to country and sovereign risk in Pakistan; or Vimpel-
Communications (JSC) (BB+/Negative/--) as a result of liquidity
and foreign exchange concerns.

The brakes have been slammed on credit growth generally, and with
tighter credit, comes slower growth.  This slowdown has not yet
significantly affected revenue growth of emerging market telecoms,
but telltale signs have emerged as companies report fourth-quarter
results.  Any negative impact will likely become more apparent
over the next couple of quarters.  There may be little impact on
the level of usage of services given that usage, particularly in
poorer countries, falls outside the general credit-fueled domestic
demand seen in many emerging market countries in recent years,
absent the inflation impact on basic necessities such as cereals,
oil, or water.  Growth in handset shipments has, however, slowed
to its lowest level since 2002, which could be a prescient
indicator of a slowdown to come.

        Sidebar: Key Points In S&P's Assessment Of Emerging
                     Market Mobile Operators

When analyzing emerging market mobile operators, Standard & Poor's
bases its assessment on several factors.  On the business risk
side, these include an evaluation of growth opportunity and market
maturity, demographics, macroeconomic conditions, and country
risk.  S&P also review the competitive and regulatory environments
that affect the growth prospects and security of an investment.
And S&P considers trends in use, ARPU, customer churn, and revenue
contributions from data services.  These factors provide good
clues about the quality of the customer base.  Network technology,
geographic coverage, capacity, and the related capital
requirements are additional key elements.

Choice of technology can also be important.  For example, some
operators in the past badly handled their network upgrades to
global system for mobile communications from time divisional
multiple access -- which resulted in a significant loss of
customers.

When S&P considers the financial risk profile of an emerging
market mobile operator, corporate governance and financial policy
are particularly important.  Business plan execution and market
characteristics have a strong influence on prospects for
profitability and cash flow generation.  Business plan funding and
liquidity are essential in the start-up phase, and they need
backup from an adequate long-term capital structure.  A robust
mechanism for the parent to move cash from an operating unit
located in an emerging market to the parent company outside an
emerging market country when necessary is an important element of
a company's credit quality, enabling it to cover interest payments
or repay debt at the parent company level.

       Emerging Market Mobile Operators Snapshot By Company

                          Latin America

  -- Amazonia Celular S.A. (foreign currency BB+/Positive/--)

In April 2008, Telemar Norte Leste S.A. (Tmar BB+/Positive/--)
acquired Amazonia Celular from Vivo Participacoes S.A. (Vivo;
national scale brAA-/Stable/--) for Brazilian real (R$) 120
million (about $69 million at that time).  Following the company's
announcement, S&P upgraded Amazonia Celular to 'BB+' (from 'B+')
and removed the company from CreditWatch with positive
implications, where the company was placed in August 2007.
Amazonia is expected to improve Tmar's coverage area, supporting
the incumbent strategy to increase its market share and to reach
nationwide coverage.

  -- America Movil S.A.B. de C.V. (AMX; BBB+/Positive/--; national
     scale rating mxAAA/Stable/mxA-1+)

AMX is the largest provider of wireless communication services in
Latin America.  At the end of the third quarter, the company had
172.6 million wireless subscribers and 3.9 million land lines.
Wireless penetration is estimated to have reached 78% in company's
region of operations (excluding the U.S.), with Brazil and Mexico
coming in at 75% and 71%, respectively.  Revenues increased by 10%
during the third quarter to $85.3 billion, with an EBITDA and free
operating cash flow of $9.6 billion and $2.6 billion,
respectively.  Although S&P expects that the company will use cash
to fund subsequent acquisitions, they will be carefully analyzed.


  -- Telecom Personal S.A. (TP; foreign currency B/Watch Neg/--;
     local currency B+/Watch Neg/--)

The ratings on TP reflect the link between TP's credit quality and
that of its parent, Telecom Argentina S.A., because TP is a growth
vehicle for TECO.  S&P expects TP's financial profile to further
consolidate as a result of additional debt reductions, as a
consequence of the debt repurchases in October and November 2008
for a nominal value of $39 million (of a total of $247 million as
of September 2008).


  -- Telefonica Moviles Argentina S.A. (TMA; Argentina national
     scale rating raAA/Stable/--)

The company exhibited a significant enhancement in credit metrics,
as a result of growth in cash generation (due to gains in scale)
and reduction in debt levels (with the payment of $150 million
bonds in May 2008).  In addition, as of September 2008, about 85%
of TMA's debt was with its shareholder, Telefonica group,
conferring significant flexibility.  The remaining 15% is debt
with relationship banks.  S&P expects credit metrics to further
consolidate as a result of additional debt reductions over the
short to medium term.

  -- Telemig Celular S.A. (foreign currency BB/Stable/--)

In April 2008, Vivo Participacoes S.A. (Vivo; brAA-/Stable/--)
concluded the acquisition of Telemig Celular.  Following the
company's announcement, S&P upgraded Telemig to 'BB' (from' BB-')
and removed the company from CreditWatch with positive
implications, where it was placed in August 2007.  S&P expects the
two combined companies to be better positioned to face the
increasing competition from incumbents and newcomers in strategic
areas, which could jeopardize their market shares and margins.

  -- Trilogy International Partners LLC (B-/Stable/--)

The company's operations have shown strong subscriber and EBITDA
growth in the past three years and should continue to grow because
of the low wireless penetration in the region.  Also, the
company's presence in the Dominican Republic, Bolivia, Haiti, and
New Zealand provides some geographic diversification.  The new
investment in New Zealand, which Trilogy expects to launch in
2009, will increase the company's presence in a market with a more
favorable economic framework and political environment, even
though it has a minority interest participation in the country.
S&P expects geographic diversification to strengthen as the
company pursues further acquisitions.

  -- Vivo Participacoes S.A. (Brazil national scale rating brAA-
     /Stable/--)

Vivo further improved its national leadership in the mobile
industry after concluding the acquisition of Telemig Celular.  The
State of Minas Gerais, where Telemig Celular has most of its
operations, is the second-largest market for mobiles in the
country.  In this sense, Vivo recorded a market share of 29.7%
compared with the 25.3% of the second-largest company in the
country (Claro) in October 2008.  The benefits from the combined
operations are not fully reflected in the financial statements as
Vivo started consolidating Telemig Celular's figures in April
2008.  Therefore, credit metrics remained stable with FFO to total
debt higher than 50% and total debt to EBITDA about 1.5x in the 12
months ended in September 2008.  In the next few quarters, S&P
expects Vivo to maintain its strict control over structural costs,
which could further improve its cash generation.  In the light of
the recent less favorable credit market, the company is expected
to keep investments at the maintenance level and it could also
perform specific investments to improve its coverage area in the
Northeast region.

               Europe, the Middle East, and Africa

  -- Cell C (Pty) Ltd. (B-/Stable/--)

Cell C's reported sound year-on-year revenue growth of 16% to
South African rand (ZAR) 6.27 billion in the nine months ended
Sept. 30, 2008, while EBITDA increased by a more moderate 9%.  The
resulting EBITDA margin contraction to 12.7% from 13.4% reflected
a higher cost of sales, primarily commissions and incentives costs
in control chat activity, and increases in payment to other
operators.  The company's strategic focus on the low-end prepaid
mobile segment mostly drove a robust 21% growth of its total
customer base during the first nine months of 2008 to 6.2 million.

Nevertheless, heightened competitive pressures from MTN and
Vodacom, coupled with deteriorating economic conditions, remain
key concerns for the company's business performance in the near
term.  Free operating cash flow remained materially negative in
the first nine months of the year, affected by high interest
expense and capital expenditures.  Cell C's liquidity position
could come under pressure if it does not manage to meaningfully
increase EBITDA and cash flows and/or does not continue to receive
financial support from owner Oger Telecom Ltd.

  -- OJSC MegaFon (BB+/Positive/--)

MegaFon continues to deliver a strong operating performance, while
its financial profile strengthened on the back of minimal debt and
solid free cash flow generation.  Its strong EBITDA margin for the
12 months ended June 30, 2008, was 50% on the back of the highest
average revenues per user and mobile usage levels among key peers.
As Standard & Poor's expected, MegaFon's FOCF further
strengthened, assisted by manageable capital expenditure levels
and a focus on cost control.  The proven efficiency of the
company's business model gives us clear visibility on further cash
flow generation in the medium term.  An upgrade, however, would
require more visibility in terms of financial policy and corporate
governance.

  -- Millicom International Cellular S.A. (BB/Stable/--)

Millicom's revenue growth continued to slow down sequentially in
the third quarter of 2008 as a result of the group's increasing
size, adverse currency movements, and the effect of the global
economic downturn on its customers.  Revenue growth was 27% year
on year in the quarter, versus 37% in the second quarter of 2008.
Millicom reported a stable EBITDA margin for the third consecutive
quarter, at 42%, with Columbia's profitability remaining weak in
the third quarter of 2008.  The group should, however, continue to
post healthy revenue growth over the next few quarters, thanks to
the increasing weight of Asia and Africa, which have higher growth
rates than the group's average.  Although the group's investments
were likely to be below $1.5 billion for full-year 2008, free cash
flow generation may not be achieved before the end of 2009,
depending on Millicom's growth and investment plans for that year.

  -- Mobile TeleSystems (OJSC) (MTS; BB/Positive/--)

MTS reported strong third-quarter results, which was highlighted
by positive dynamics in key operating indicators.  Debt leverage
remained moderate at about 0.7x debt to EBITDA for the 12 months
to Sept. 30, 2008, in line with expectations for the rating
category.  S&P also positively assess the company's efforts to
replace its U.S. dollar-denominated debt with Russian ruble bonds.
Any rating difference with its main shareholder Sistema JSFC
(BB/Stable/--) would be limited to one notch, despite MTS'
potentially stronger stand-alone credit profile.

  -- Orascom Telecom Holdings S.A.E. (B/Stable/--)

Orascom Telecom posted a revenue increase of 16% year on year in
the first nine months of 2008, but only a 1% quarterly sequential
revenue increase on the second quarter due to the 22% quarterly
sequential revenue decline at its Pakistani operations driven by
the economic downturn and currency weakness in that country.
Nevertheless, the group's EBITDA margin remained robust at 44.6%
in the quarter, and group EBITDA increased by 7% on a sequential
basis.  Adjusted leverage has declined given that shareholders
have refinanced a portion of a payment-in-kind loan at the Weather
Capital level, resulting in an adjusted debt to last-12-months'
EBITDA of about 3.0x at Sept. 30, 2008.  FOCF is still negative
due to high investments across Orascom Telecom's asset portfolio,
but it has announced a $1 billion cash flow optimization over the
next year, primarily through capital expenditure reductions in
Pakistan and Bangladesh.  Assurance of covenant compliance and
sufficient liquidity in Pakistan will be key to maintaining the
rating, as debt in Pakistan can trigger cross default at the
parent company in the event of a covenant breach. Egypt

  -- Turkcell Iletisim Hizmetleri A.S. (foreign currency
     BB+/Negative/--; local currency BB+/Stable/--)

The November 2008 upgrade of Turkcell reflected the company's
still strong operating performance amid the softening
macroeconomic environment in Turkey.  The company gained almost
1 million subscribers in Turkey in third-quarter 2008.  Year-on-
year revenue growth was 10% in local currencies.  EBITDA margins
are trending down by a few percentage points due to lower
interconnection tariffs and higher marketing costs.  For 2008, S&P
expects that Turckcell's revenues rose by close to 10% in Turkish
liras and its EBITDA margin was about 38%.  Capital expenditures
plans for the year were revised downward by $200 million to
$850 million.  Free cash flow remains good, and gross debt of
$800 million was largely covered by $3.2 billion in cash and
equivalents.  Currency mismatches are mitigated by hard currency
holdings of $1.4 billion.  Start-up losses in Ukraine and recently
acquired BeST in Belarus should be manageable.

  -- UAB Bité Lietuva (CCC-/Negative/--)

Bité reported consolidated year-on-year revenue growth of 4% and
EBITDA growth of 13.8% in the third quarter of 2008, resulting in
an EBITDA margin of 22%.  In Lithuania, EBITDA rose by 6%
primarily due to lower operating costs.  While in Latvia rising
interconnect and roaming costs mainly due to an increased postpaid
subscriber base and higher sales and marketing costs more than
offset all revenue growth.  Liquidity at Sept. 30, 2008, was very
weak; the company had a low cash balance of EUR2.3 million and
EUR12 million remaining undrawn under its revolving credit
facility combined with weak operating and negative FOCF
generation.  Covenant headroom is extremely tight on Bité's
facility (below 10%).  This leaves no margin for underperformance
in Bité's business plan and calls for very tight control over
capital expenditures.  Total reported debt to EBITDA was 8.7x at
Sept. 30, 2008.

  -- Vimpel-Communications (JSC) (VimpelCom; BB+/Negative/--)

While operating performance remains supportive, Vimpelcom's
liquidity is tightening as the largest maturities approach.  With
limited access to financial markets, Vimpelcom will have to rely
on its strong free cash flow generation to cover the upcoming
meaningful debt repayments, including short-term debt of
$1.75 billion at Sept. 30, 2008.  S&P will focus on the company's
ability to withstand the weakening macroeconomic environment in
Russia and to maximize free cash flow generation in 2009.  The
ongoing uncertainty of Russia's evolving economic and
administrative environment, debt-financed investments in new
ventures and markets, and the residual conflicts between
VimpelCom's key shareholders currently limit upside potential.  To
sustain the rating, S&P expects VimpelCom to maintain a sound
capital structure to cope with these risks, including a ratio of
gross debt to EBITDA of about 2x or less.

                               Asia

  -- Advanced Info Service Public Co. Ltd. (AIS; A-/Stable/--)

The company's strong brand recognition, service quality, and
extensive network coverage (Thailand's largest) give it a clear
lead over its competitors.  At Sept. 30, 2008, AIS had 27 million
customers, 50% more than its closest competitor.  AIS has modest
leverage and strong financial flexibility.  Its ratio of debt to
annualized operating-lease adjusted EBITDA remained below 1x,
compared with an already favorable average of 0.9x in 2005-2007.
Its liquidity is adequate.  At Sept. 30, 2008, the company had a
cash balance of about Thai baht 13 billion and THB9 billion in
undrawn uncommitted revolving credit facilities, which cover the
THB7 billion debt due in the following 12 months.  AIS' FFO is not
expected to be less than THB35 billion annually.

  -- Bharti Airtel Ltd. (BBB-/Stable/--)

Bharti continued its strong operating performance in fiscal 2008
with a 43% growth in revenue and an EBITDA margin of 42% in the
first half of fiscal 2009 after consistent improvements over the
past several years.  This performance is due to rapid growth in
subscribers and economies of scale.  The company's cash flow
protection measures continue to be strong and leverage low, with a
ratio of debt to annualized EBITDA of 1.4x for the six months
ended Sept. 30, 2008.  S&P expects budgeted capital expenditures
of about $3 billion per year to be largely financed from internal
cash flows.

  -- China Mobile Ltd. (A+/Stable/--)

S&P raised the rating to 'A+' in July 2008 following the sovereign
upgrade.  The rating on China Mobile continues to be constrained
by the sovereign rating on China.  China handed out 3G licenses to
the three telecom operators following the completion of the
industry restructuring on Jan. 8, 2009.  As expected, China Mobile
Communications Corp. (the parent of China Mobile) was awarded the
license with its homegrown time division synchronous code division
multiple access technology, while China Telecom (not rated) was
awarded the license with code division multiple access 2000
technology, and China Unicom (not rated) with Wideband CDMA
technology.  Possible asymmetric regulatory measures may have a
negative impact on China Mobile in the medium to long term, as the
government is trying to level the playing field for the three
telecom operators.

In the next one to two years, China's rapid mobile communications
market will likely still favor China Mobile, given a total
subscriber base of approximately 450 million at the end of
November 2008, net subscriber additions of about 7 million per
month, strong brand recognition, and a very strong financial
profile.

  -- Far EasTone Telecommunications Co. Ltd. (A-/Stable/--)

Far EasTone's EBITDA margin declined slightly to 41.1% in the
first half of 2008 from 42.3% in 2007, reflecting intensified
competition in the saturated domestic telecom market.  The
company's cash flow remains strong.  Far EasTone generated FOCF of
new Taiwan dollar 8.7 billion ($270 million) in the first half of
2008. S&P expects the company to be disciplined with capital
expenditures, including its Wimax (worldwide interoperability for
microwave access) investments, and continue to generate solid
FOCF.  Despite its limited growth prospect, Far EasTone's good
market position in Taiwan's oligopolistic wireless
telecommunication market underpins its strong profitability and
modest financial risk profile.  The company had a net cash
position of NT$9.2 billion at the end of June 2008.  Total debt to
EBITDA was very low at 0.07x in the first half of 2008.

  -- Globe Telecom Inc. (BB+/Stable/--)

As of Sept. 30, 2008, the company reported 24 million subscribers,
24% more than in the previous year.  However, its EBITDA was 6%
lower than a year before, due to lower average revenue per user,
high competition, tighter economic conditions, and increasing
staffing costs.  Growth is likely to continue but at a slower
pace, as penetration is approaching 68%.  Financial metrics are
projected to remain strong, with debt to EBITDA at about 1.5x.
Given its strong liquidity position, the high regular and special
dividend of Philippine peso (PHP) 15.3 billion does not have an
effect on the rating.

  -- LG TeleCom Ltd. (BB+/Positive/--)

LG TeleCom, the smallest of three wireless operators in South
Korea, recorded a good performance in the first half of 2008.
Operating profits increased by 20.5% compared with the same period
in 2007.  The company did this by increasing its number of
subscribers and reducing the ratio of marketing expenses to
revenues to 29.2% from 30.8%.  LG TeleCom's other two competitors,
SK Telecom Co. Ltd. and KT Freetel, had higher marketing expenses
over the prior-year period, and as a result, operating profits of
the two companies decreased. Standard & Poor's believes the fact
that LG TeleCom was the only one that increased operating profits
in the first half of 2008 somewhat demonstrates the company's
improved competitiveness, such as pricing, marketing efficiency,
and cost efficiency.

  -- LG TeleCom Ltd. (BB+/Positive/--)

LG TeleCom, the smallest of three wireless operators in South
Korea, recorded a good performance in the first half of 2008.
Operating profits increased by 20.5% compared with the same period
in 2007.  The company did this by increasing its number of
subscribers and reducing the ratio of marketing expenses to
revenues to 29.2% from 30.8%.  LG TeleCom's other two competitors,
SK Telecom Co. Ltd. and KT Freetel, had higher marketing expenses
over the prior-year period, and as a result, operating profits of
the two companies decreased.  Standard & Poor's believes the fact
that LG TeleCom was the only one that increased operating profits
in the first half of 2008 somewhat demonstrates the company's
improved competitiveness, such as pricing, marketing efficiency,
and cost efficiency.

  -- Pakistan Mobile Communications Ltd. (Mobilink;
     B-/Negative/--)

The negative outlook on Mobilink reflects the high uncertainty
about the company's operating environment.  In the near to medium
term, the rating on Mobilink will continue to hinge on the
country's risk environment, parent support, and the implications
of its increased exposure to funding risks and potential overall
economic slowdown.  The company's ability to maintain adequate
internal cash generation in light of rising competition is an
important factor.  However, short-term liquidity is currently
adequate.

  -- PT Excelcomindo Pratama Tbk. (XL; BB-/Stable/--)

Revenues rose 60% year on year for the nine months ended September
2008, supported by a 96% growth in subscribers, a network coverage
exceeding 90% of the population, and XL's pricing strategy.  Debt
to EBITDA was projected to reach about 3x in 2008, given the
company's high capital expenditures of more than $1 billion.  A
weakening of XL's financial metrics (i.e. debt to EBITDA of above
3.5x) could put negative pressure on the rating or outlook.

  -- PT Indosat Tbk. (BB/Stable/--)

Due to pressure on profitability and aggressive expansion of about
$1 billion, which is partly financed by debt, Indosat's cash flow
protection measures have weakened.  Debt to annualized EBITDA
declined to 2.8x as of Sept. 30, 2008, compared with its average
ratio of 2.3x.  However, this is likely to remain steady as the
company paid down part of its local currency debt of about
Indonesian rupiah 1.9 trillion ($180 million) in the fourth
quarter of 2008.

  -- PT Mobile-8 Telecom Tbk. (Mobile 8; D/--/--)

On Dec. 2, 2008, Mobile 8's corporate credit rating was lowered to
'D' from 'CC'.  The rating action followed an acceleration in the
payment of the notes triggered by a change-of-control event.  The
company is having restructuring conversations with holders of its
$100 million rated notes and IDR675 billion ($71 million) unrated
local rupiah bonds because it doesn't have sufficient liquidity
and financial flexibility to make the accelerated payment.

  -- PT Telekomunikasi Selular (Telkomsel; BB+/Stable/--)

Telkomsel's revenue growth has slowed due to new interconnection
tariffs implemented since April 2008 and increasing competition.
Despite high capital spending plans and an increased dividend
payout policy, Telkomsel's financial metrics are likely to remain
strong, with debt to EBITDA below 1x in the near term.  The
overall rating on Telkomsel is likely to be driven by the transfer
and convertibility assessment and sovereign rating on Indonesia in
the near term.

  -- SK Telecom Co. Ltd. (A/Stable/--)

SK Telecom's revenues increased by 4% in the first half of 2008,
compared with the same period in 2007.  However, its operating
margin decreased to 18.8% from 23.8% in the respective periods.
This was mainly because SK Telecom increased marketing expenses to
protect its 50.5% market share in the face of fierce competition.
SK Telecom also became the largest shareholder of SK Broadband
(formerly Hanarotelecom) with a 43.4% stake.  Before this, SK
Telecom was providing only wireless services.  The acquisition was
also an inevitable strategy for SK Telecom to deal with the
convergence trend in the telecom industry.  The company's overseas
strategy for further growth slowed down as its mobile virtual
network operator subsidiary, Helio, was merged into Virgin Mobile,
and SK Telecom became the second-largest shareholder of Virgin
Mobile with a 17.2% stake.

  -- True Move Co. Ltd. (B/Negative/--)

The negative outlook on the rating on True Move reflects that of
its parent, True Corp. Public Co. Ltd. (B/Negative/--), given the
group's perceived commitment to True Move as a core component of
the True group.  It also reflects continuous competitive pressure,
which could weaken the group's profitability and cash flows and
hamper its deleveraging effort.  In addition, True Move, with its
high leverage position in a challenging operating environment, may
breach the financial covenant targets required by certain
creditors to be met, in effect since September 2008.  There is a
reasonable possibility, however, that the relevant creditors may
consider a waiver, extension, or novation of such requirements.
True Move's debt to annualized EBITDA was almost 6x as of
Sept. 30, 2008.


* BOOK REVIEW: Crafting Solutions for Troubled Businesses
---------------------------------------------------------
Full Title: Crafting Solutions for Troubled Businesses: A
            Disciplined Approach to Diagnosing and
            Confronting Management Challenges
Author:     Stephen J. Hopkins and S. Douglas Hopkins
Publisher:  Beard Books
Hardcover:  316 pages
List Price: US$74.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982870/internetbankrupt

So the first thing to do when dealing with a troubled business
is to find the guilty and lop someone's head off!  Don't be so
quick to react, advise co-authors Stephen J. Hopkins and S.
Douglas Hopkins in their thoughtful, well-researched book,
Crafting Solutions for Troubled Businesses.

The father-son team of Steve and Doug Hopkins are principals of
Kestrel Consulting LLC, a firm they founded in March 2004.

Each has more than 25 years of experience working with troubled
businesses and providing turnaround advisory and interim
management services.

Steve got his first taste of a troubled business when, as chief
financial officer of an 80-year-old chemical company, Bill
Nightingale of Nightingale & Associates assisted him in taking
the company through a Chapter 11 filing.  The company
subsequently emerged from bankruptcy with payment in full to all
creditors.

Steve then joined Nightingale, staying for 23 years and serving
initially as a principal and eventually as president from 1994
to 2000.  Doug began working at Nightingale in 1978 as a part-
time resource for special projects.  After working in this
capacity for 10 years, Steve joined Nightingale full time in the
1980s and became a principal in 1994.  Both Steve and Doug have
served in various C-level roles in troubled companies, including
CEO, CFO, COO, and CRO.

To write this book, the Hopkinses drew upon their vast
experience in dealing with troubled companies.  They took 100 of
the largest projects they have been involved in and applied a
"disciplined analysis" to diagnose problem situations and
produce successful outcomes.

The projects -- helpfully set apart by shaded boxes --
demonstrate the authors' theories and methods in dealing with
troubled businesses.

The authors also analyze some well-known cases like Enron,
WorldCom, and Sunbeam to help the reader connect the dots in a
very real sense and use the book for actionable advice.

The book is divided into five parts:

   1) Conceptual Approach and Key Issues,
   2) Managing the Crisis,
   3) The Diagnosis Process,
   4) Alternatives and Action Plans, and
   5) Lessons Learned in 100 Completed Assignments.

Each part has multiple chapters expanding on these themes, and
each chapter concludes with a recap of what was discussed.  For
speed readers and the time crunched, these recaps are an
excellent way of extracting from the book the essence of what
the authors are advocating.

So what about lopping off that head?  The authors contend that
management's role is much less pivotal than is commonly
believed.

The real issue when working with a troubled business is
determining the viability of the business.  To do that, the
underlying causes must be identified at different stages of the
corporate lifecycle.

The authors categorize troubled businesses as Undisciplined
Racehorses, Overburdened Workhorses, and Aging Mules.  Only
through a step-by-step diagnosis can the core problems be dealt
with.  Pursuing a turnaround may not always be a viable and, in
fact, in only one-third of the 100 cases the authors worked on
did the company achieve a true operational turnaround.

Crafting Solutions to Troubled Businesses should be on the must-
read list of anyone involved in dealing with, consulting for, or
operating a troubled business.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***