TCR_Public/090129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 29, 2009, Vol. 13, No. 28

                            Headlines


770 PPR: Boca Raton Building Sale May Resolve Foreclosure Lawsuit
ACCURIDE CORP: Bank Loan Sells at Substantial Discount
ACTIGA CORP: Enters Into Conversion Pact With Alma Bailante
ADVANCED MEDICAL: Seeks to Relax Covenants Under 2017 Indenture
AEOLUS PHARMACEUTICALS: BVF Discloses 5.7% Equity Stake

AMERALIA INC: Sentient Has 74.7% Equity Stake
AMERICAN AIRLINES: Bank Loan Sells at Substantial Discount
AMERICAN AXLE: At High Risk of Bankruptcy in 2009, KDP Says
AMERICAN INT'L: Agrees to Sell Phil. Finance Units to East West
ARCLIN CANADA: S&P Places 'B-' Rating on Negative CreditWatch

BANK OF AMERICA: John Thain Gets Subpoena on Merill Bonuses
BANK OF AMERICA: Appoints Three Merrill Lynch Directors to Board
BANK OF NT: Fitch Affirms Support Rating Floor at 'BB-'
BARBER & PHELPS: Files for Chapter 11 Bankruptcy Protection
BERNARD L. MADOFF: Owes Customers $600 Million in Securities

BERNARD L. MADOFF: Spanish Bank Offers $1.7B for Clients' Claims
BERNARD L. MADOFF: Man Claims Teaching Fraud and Identity Theft
BLUEMARK INC: Files for Chapter 11 Bankruptcy Protection
CABOT CORP: Unveils Restructuring Plan; Slashes 12% of Workforce
CALIFORNIA COVE: Panel Files Objection to Dismissal Motion

CASH TECHNOLOGIES: Posts $1.8MM Net Loss in the Last Nine Months
CEMEX SAB: Restructures US$4 Billion Short-Term Debt
CENTRAL GARDEN: Pres. Discloses Not Directly Owning Securities
CHRISTOPHER HUNT: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Asks Production Suppliers to Cut Prices by April 1

CHRYSLER LLC: Ends Jobs Bank Program, 1,000 Workers Affected
COEUR D'ALENE: Liquidity Concerns Cue S&P's Rating Cut to 'CCC'
COEUR D'ALENE MINES: S&P Junks Corporate Credit Rating
CONSTAR INTERNATIONAL: Files Schedules of Assets and Liabilities
COUNTRYWIDE FINANCIAL: Settles with Pennsylvania Atty. General

CRESCENT RESOURCES: Bank Loan Sells at 80% Off in Secondary Market
CYBERONICS INC: VP-R&D Discloses Not Owning Equity Interest
DBSI INC: Lenders Block Foley's Request for Payment of Fees
DEATH ROW: Court Auctions Off Most of Co.'s Possessions
DELTA AIR: Posts $340 Million Loss in 4thQ 2008

DREIER LLP: Sends Marc Dreier to Chapter 7 Bankruptcy
EATON CORNERS: Voluntary Chapter 11 Case Summary
EXCESS DSP: Voluntary Chapter 11 Case Summary
EL PASO: Court Okays Adequacy of 2nd Amended Disclosure Statement
FANNIE MAE: TARP Draw Won't Affect S&P's 'C' Preferred Rating

FLYING J: Diesel & Fuel Plant Shutdown Extended to Almost 30 Days
FLYING J: Section 341(a) Meeting Scheduled for January 29
FLYING J: U.S. Trustee Forms Seven-Member Creditor Committee
FLYING J: Committee Seeks Pachulski Stang as Counsel
FOAMEX LP: Misses Payments, Flirts With Chapter 22

FORD MOTOR: Bank Loan Sells at 65% Off in Secondary Market
FORD MOTOR: Finance Unit Will Lay Off 20% of Work Force
FREESCALE SEMICONDUCTOR: Weaker Sales Cue Moody's Junk Rating
FRESNO PACIFIC: Moody's Cuts Rating to 'Ba2'; Keeps Neg. Outlook
FULTON HOMES: Files for Chapter 11 Bankruptcy Protection

FULTON HOMES: Voluntary Chapter 11 Case Summary
G-I HOLDINGS: U.S. Government Objects to Plan Confirmation
GENERAL MOTORS: Bank Loan Sells at 55% Off in Secondary Market
GENERAL MOTORS: Will End Jobs Bank Program, Gets Union's Okay
GOOCH'S POWER: Voluntary Chapter 11 Case Summary

GOTTSCHALKS INC: U.S. Trustee Forms Seven-Member Creditor Panel
GREEN BUILDERS: Receives NYSE Alternext Non-Compliance Notice
GUAM WATERWORKS: Fitch Affirms 'BB' Rating on $99.3 Mil. Bonds
HARRIS AGENCY: Voluntary Chapter 11 Case Summary
HARTMARX CORP: Bankruptcy Court Approves 'First Day Motions'

HIGH COUNTRY: Files for Chapter 7 Liquidation
IMPERIAL BUSINESS: Court Okays Bid Procedures for Sale of Assets
INNOVATIVE SPINAL: Files for Bankruptcy Protection
IVANHOE ENERGY: Caisse Has 6.07% Equity Stake
JUPINER GENERATION: Moody's Lowers Senior Secured Rating to 'Ba1'

JUVENT MEDICAL: Voluntary Chapter 11 Case Summary
LEAR CORP: Bank Loan Sells at Substantial Discount
LENNOX INTERNATIONAL: Moody's Corrects Ratings on $250 Mil. Debt
LINENS 'N THINGS: Heads for March 10 Confirmation
LEHMAN BROTHERS: Agrees on Set-Off with DnB Nor Bank

LOCATEPLUS HOLDINGS: Shareholders Okay Reduction of Board Members
LYONDELL CHEMICAL: Goldman Sachs Writes Down $850MM on Loans
LYONDELL CHEMICAL: BoNY Wants to Probe Terms of $8-Bil. Loan
LYONDELL CHEMICAL: Seeks to Bar BASF From Cashing on $200MM Claim
MARC DREIER: Faces Involuntary Chapter 7 from Creditors

MARC DREIER: Involuntary Chapter 7 Case Summary
MARSHALL GROUP: Wants to Employ McEwen Gisvold as Special Counsel
MCBRIDE'S RV: Case Summary & 14 Largest Unsecured Creditors
MEDIANEWS GROUP: Bank Loan Sells at 70% Off in Secondary Market
MERCEDES HOMES: Owes $159,000,000 to First Lien Lenders

MIRABILIS VENTURES: Taps Shutts & Bowen as Special Counsel
MONA LISA: Owes $35,000,000 to Marshall BankFirst On Secured Loan
MORTGAGES LTD: Investors File Reorganization Plan for Firm
MOUNT AIRY: S&P Withdraws 'CCC' Corporate Credit Rating
MXENERGY HOLDINGS: Extends Consent Deadline for Tender Offer

NORTEL NETWORKS: Bookham Has $5,000,000 in Receivables
NORTEL NETWORKS: Flextronics Has $145MM Distressed Client Charge
OSVOLD ACQUISITION: Voluntary Chapter 11 Case Summary
PALM HARBOR: Obtains Waiver on Covenant Violations
PETTERS GROUP: Ritchie Tries to Block Dough Kelley as Trustee

PILGRIM'S PRIDE: Don Jackson Elected to Board of Directors
REGAL ENTERTAINMENT: Amends Bank Facility & Reduces Dividend
REGAL ENTERTAINMENT: Approves Cash Bonus Awards for Officers
REHRIG INTERNATIONAL: Ct. Grants Plea to Convert Cases to Ch. 7
RENTAL CAR: Moody's Cuts Ratings on Notes Backed By Guarantors

RUSORO MINING: Gold Reserve Asks Shareholders to Reject Merger
SCOTT SCANLON: Voluntary Chapter 11 Case Summary
SMURFIT-STONE: Receives Delisting Notice From Nasdaq
SMURFIT-STONE: Receives Approval for Critical First Day Motions
SPECIAL DEVICES: Section 341(a) Meeting Adjourned on February 25

S-TRAN HOLDINGS: May Use AFCS' Cash Collateral Until January 31
S-TRAN HOLDINGS: Court Extends Plan Filing Period to March 2
STAN LEE MEDIA: Says Jan. 27 PR Contains False Allegations
STEVE MCKENZIE: Asks Creditors Time for Repayment Plan
TALLYGENICOM LP: Wants to Access $29.15 Mil. Dymas DIP Facility

TALLYGENICOM LP: Wants 30 Days More to File Schedule & Statements
THOMSON SA: Mulls "Balance Sheet" Restructuring, Assets Sales
TLS VETS: Voluntary Chapter 11 Case Summary
TODD FISCH: Voluntary Chapter 11 Case Summary
TRINSUM GROUP: Voluntary Chapter 11 Case Summary

TRM CORP: 683 Capital Discloses Ownership of 10.1% Equity Stake
TYSON FOODS: $198 Million Loss Won't Affect S&P's 'BB' Rating
US ENERGY BIOGAS: Files for Ch. 11 Bankruptcy for Assets Sale
VALASSIS COMMUNICATIONS: Loan Purchase Won't Affect S&P's Rating
WOODSIDE GROUP: Court Directs Executive to Clarify Deals

XTL BIOPHARMACEUTICALS: Receives Notice of Delisting From NASDAQ
YOUNG BROADCASTING: Receives Delisting Notice From NASDAQ
ZAMBRANO COPR: Creditors File Chapter 11 Petition Against Co.

* Epiq Systems Reports Significant New Bankruptcy Engagements
* Focus Appoints Gouskos to Head Banking & Fin'l Services Unit
* Medical Facilities in California At High Risk of Bankruptcy

* U.S. Courts Select LeftHand to Ensure Access to Records
* Schapiro Sworn In as Securities and Exchange Commission Chairman
* Metro Home Prices, Consumer Confidence Drop

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


                            *********


770 PPR: Boca Raton Building Sale May Resolve Foreclosure Lawsuit
-----------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that a
sale of 770 PPR, LLC, to Sweetapple & Varkas, P.A., for
$3.5 million could resolve the $2.4 million foreclosure judgment
Seacoast National Bank won against 770 PPR and Gregory K. Talbott.

Court documents say that 770 PPR sought permission from the U.S.
Bankruptcy Court for the Southern District of Florida to sell the
building to Sweetapple & Varkas, which is led by Robert
Sweetapple, the attorney for 770 PPR and Mr. Talbott.

According to South Florida Business, 770 PPR is facing seven
foreclosure lawsuits targeting the property.

As reported by the Troubled Company Reporter on Dec. 1, 2008, 770
PPR filed for Chapter 11 protection to stop foreclosure sales of
its properties, which was scheduled on Dec. 1.  Mr. Talbott's Palm
Beach and Broward counties properties -- including his own home --
face foreclosure lawsuits.  Most of the debts would be the
mortgage claims on the 140 Associates and 770 PPR.

South Florida Business relates that the sale is subject to:

     -- a $315,000 deposit,
     -- $2.8 million in financing, and
     -- court approval.

Sweetapple & Varkas, South Florida Business relates, has made a
$35,000 escrow deposit.

                         About 770 PPR

Boca Raton, Florida-based 770 PPR, LLC, filed for Chapter 11
protection on Nov. 26, 2008 (Bankr. S. D. Fla. Case No. 08-28147).
Joey Michael Grant, Esq., at Padula & Grant, PLLC, represents the
company in its restructuring effort.  The company listed assets of
$1,000,001 to $10,000,000 and debts of $1,000,001 to $10,000,000.


ACCURIDE CORP: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Accuride
Corporation is a borrower traded in the secondary market at 69.00
cents-on-the-dollar during the week ended January 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.83
percentage points from the previous week, the Journal relates.
Accuride pays 225 basis points over LIBOR to borrow under the
facility.  The bank loan matures January 6, 2012, and carries
Moody's B2 rating and Standard & Poor's B- rating.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.  Revenues in 2007 were approximately $1.0
billion.


ACTIGA CORP: Enters Into Conversion Pact With Alma Bailante
-----------------------------------------------------------
On January 20, 2009, Actiga Corporation executed entered into a
Conversion Agreement with Alma Bailante Real Estate, Inc., to
convert the unsecured promissory note in the principal amount of
$1,500,000 entered into on July 12, 2008 into a 25% Secured
Promissory Note due on July 12, 2010.  The Conversion Agreement
and all transactions contemplated thereby are effective for all
purposes as of December 31, 2008.

Pursuant to the Secured Note, the company is obligated to repay
both principal and interest on the Secured Note on July 12, 2010
or on an earlier day as part of a prepayment.  The company's
obligations to repay the Secured Note will be secured by a first
priority lien on all of the assets of the company pursuant to a
security agreement and by certain stock of the company pledged by
the Albanna Family Trust -- an affiliate of the company's Chief
Executive Officer, Amro Albanna -- pursuant to the Security
Interest and Pledge Agreement.  Mr. Albanna has voting and
investment power over the shares of the company held by the
Albanna Family Trust.  Pursuant to a related Subsidiary and
Affiliate Guarantee, the company's subsidiaries, Aptus Games,
Inc., and QMotions, Inc., jointly and severally, guarantee to the
Secured Party the payment and performance by the company of its
obligations pursuant to the Conversion Agreement, Security
Agreement and Secured Note.

As consideration for the Conversion Agreement and the transactions
contemplated thereunder, the Secured Party has executed a general
release in favor of the company, its subsidiaries and affiliates
thereby releasing such parties of any liability arising from the
Unsecured Note through January 20, 2009.

                        Dale Hutchins Resigns

In a regulatory filing with the Securities and Exchange
Commission, the company disclosed that effective January 14, 2009,
Dale Hutchins resigned from his position as a member of the Board
of Directors and President of the company.  There were no
disagreements between Mr. Hutchins and the company.

                       About Actiga Corporation

Based in Riverside, California, Actiga Corporation (OTCBB: AGAC)
-- http://www.qmotions.com/-- terminated its dog day care
services after it merged with QMotions Inc. on Jan. 14, 2008.  The
company currently develops, manufactures, distributes, markets and
sells motion-based controllers for video games and Online video
games.

Actiga Corporation's balance sheet at Sept. 30, 2008, showed total
assets of $1,762,469 and total liabilities of $4,336,552,
resulting in a stockholders' deficit of $2,574,083.  For three
months ended Sept. 30, 2008, the company reported a net loss of
$1,238,043 compared with a net loss of $429,799 for the same
period in the previous year.  In the nine-month period, the
company incurred a net loss of $3,848,527 compared with a net loss
of $1,209,866 for the same period in the previous year.

The company disclosed that through September 30, 2008, it has not
generated operating or net profits. As of September 30, 2008, the
accumulated deficit is $10,701,833 and the working capital
deficiency is $2,602,342.  These factors, plus the total capital
deficiency of $2,574,083, raise substantial doubt about the
company's ability to continue in existence should it be unable to
raise additional and sufficient capital.

As of October 2008, the company has exhausted its available cash.
The company has scaled down its workforce to a few key employees,
who have also agreed to accept stock compensation in lieu of
payroll.  The company has minimized its operations in order to
conserve its working capital.


ADVANCED MEDICAL: Seeks to Relax Covenants Under 2017 Indenture
---------------------------------------------------------------
Advanced Medical Optics, Inc., has commenced:

   1) a cash tender offer for its outstanding 7-1/2% Senior
      Subordinated Notes due 2017 (CUSIP No. 00763MAN8,
      ISIN No. US00763MAN83); and

   2) a related consent solicitation to amend the indenture
      governing the Notes.

The tender offer and the consent solicitation are being made on
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated January 27,
2009, and the related Letter of Transmittal and Consent.  Holders
who tender their Notes will be deemed to have consented to the
proposed amendments to the indenture.

The tender offer will expire at midnight EST on February 24, 2009,
unless extended or earlier terminated.  To be eligible to receive
the total consideration for tendered Notes, holders must validly
tender and not validly withdraw their Notes at or prior to 5 p.m.
EST on February 9, 2009, unless extended or earlier terminated.

The tender offer and the consent solicitation are subject to the
satisfaction of certain conditions set forth in the Offer to
Purchase, including (1) the completion of the tender offer by
Rainforest Acquisition Inc., a wholly-owned subsidiary of Abbott,
for the outstanding common stock of AMO in accordance with the
terms and subject to the conditions of the Agreement and Plan of
Merger, dated as of Jan. 11, 2009, by and among Abbott, Rainforest
and AMO and (2) the receipt of consents sufficient to approve the
proposed amendments to the indenture governing the Notes.

The total consideration to be paid for Notes that are validly
tendered and not validly withdrawn at or prior to the Consent
Deadline will be equal to $1,120.00 for each $1,000 in principal
amount of Notes, plus accrued and unpaid interest on such
principal amount of Notes to, but not including, the settlement
date.

The total consideration includes a consent payment of $30.00 for
each $1,000 in principal amount of the Notes to holders who
validly tender and do not validly withdraw their Notes and provide
their consents to the proposed amendments to the indenture
governing the Notes at or prior to the Consent Deadline.  Holders
of Notes tendered after the Consent Deadline will not receive a
consent payment.  Notes tendered at or prior to the Consent
Deadline may be validly withdrawn and the related consents may be
revoked at any time at or prior to the Consent Deadline.  Tendered
Notes and delivered consents may not be validly withdrawn or
validly revoked after the Consent Deadline.

The proposed amendments to the indenture governing the Notes would
eliminate from the indenture all of the restrictive covenants --
other than, among other covenants, the covenant to pay interest
and premium, if any, on, and principal of, the Notes when due --
certain events of default and substantially all of the
restrictions on the ability of AMO to merge or consolidate
contained in the indenture and the Notes, and would waive any and
all defaults resulting from the consummation of the transaction
contemplated by the Merger Agreement.  Holders may not deliver
consents to the proposed amendments without validly tendering
their Notes in the tender offer, and holders may not revoke their
consents to the proposed amendments without withdrawing their
previously tendered Notes from the tender offer.

By 9 a.m. EST on the business day following the Expiration Time,
the Company will accept for payment any and all validly tendered
Notes, subject to the terms and conditions of the tender offer and
the consent solicitation.  The payment will be made on or promptly
following the Acceptance Date.

The Company has engaged Morgan Stanley & Co. Incorporated as
Dealer Manager and Solicitation Agent for the tender offer and the
consent solicitation.  Persons with questions regarding the tender
offer or the consent solicitation should contact Morgan Stanley
toll-free at (800) 624-1808 or collect at (212) 761-5384.
Requests for documents should be directed to Georgeson, Inc., the
Information Agent for the tender offer and the consent
solicitation, at (212) 440-9800 (for Banks and Brokers) or (800)
259-3515 (for Noteholders).

                   About Advanced Medical Optics

Advanced Medical Optics, Inc. (AMO) [NYSE:EYE] --
http://www.amo-inc.com/-- provides a full range of advanced
refractive technologies and support to help eye care professionals
deliver optimal vision and lifestyle experiences to patients of
all ages.  AMO is based in Santa Ana, California, and employs
approximately 3,700 worldwide.  The company has operations in 27
countries and markets products in approximately 60 countries.


AEOLUS PHARMACEUTICALS: BVF Discloses 5.7% Equity Stake
-------------------------------------------------------
Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P.,
BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P.,
and BVF Inc. disclosed in a regulatory filing dated January 21,
2009, that they may be deemed to beneficially own shares of Aeolus
Pharmaceuticals, Inc.'s common stock and warrants.

As of December 31, 2008, BVF beneficially owned 561,513 shares of
Common Stock, of which 170,000 shares are attributable to
Warrants; BVF2 beneficially owned 384,279 shares of Common Stock,
of which 116,000 shares are attributable to Warrants; BVLLC
beneficially owned 842,482 shares of Common Stock, of which
255,664 shares are attributable to Warrants; and ILL10
beneficially owned 93,595 shares of Common Stock, to which 28,336
shares are attributable to Warrants. Partners and BVF Inc. may
each be deemed to beneficially own 1,881,869 shares of Common
Stock, of which 570,000 shares are attributable to Warrants.

Security
Type        BVF     BVF2  Investments  ILL10  Partners BVF Inc.
--------    ---     ----  -----------  -----  -------- --------
Common
Stock    391,513  268,279   586,818   65,259 1,311,869 1,311,869

Warrants 170,000  116,000   255,664   28,336   570,000   570,000

The Warrants may be exercised at any time until expiration for
shares of the Issuer's Common Stock at an exercise price of $0.35
per share or $4.00 per share, as applicable.  The Warrants are
exercisable until November 21, 2010, or April 19, 2009, as
applicable.

   Entity          No. of Shares     Percentage
   ------          -------------     ----------
   BVF                 561,513          1.72%
   BVF2                384,279          1.18%
   BVLLC               842,482          2.58%
   ILL10                93,595          0.29%
   Partners          1,881,869          5.77%
   BVF Inc.          1,881,869          5.77%

The percentage calculations are based on 32,600,874 shares of
Common Stock outstanding determined as follows: (x) 32,030,874
shares of Common Stock outstanding plus (y) 570,000 shares of
Common Stock issuable upon exercise of the Warrants held by the
BVF, et al.

                   About Aeolus Pharmaceuticals

Based in Laguna Niguel, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,120,000 and total liabilities of $2,157,000,
resulting in total stockholders' deficit of $1,037,000.

Haskell & White LLP, in Irvine, California, in a letter dated
December 11, 2008, pointed out that the company has suffered
recurring losses, negative cash flows from operations and does not
currently possess sufficient working capital to fund its
operations throughout the next fiscal year.  "These matters raise
substantial doubt about the company's ability to continue as a
going concern."

The company has incurred significant operating losses and cash
outflows from operations of $2,517,000 and $1,813,000 for the
fiscal year ended September 30, 2008, respectively.  The company
expects to incur additional losses and negative cash flow from
operations in fiscal 2009 and for several more years.  Management
believes the company has adequate financial resources to conduct
operations into the second quarter of fiscal year 2009.


AMERALIA INC: Sentient Has 74.7% Equity Stake
---------------------------------------------
In a regulatory filing, Sentient USA Resources Fund, L.P. and
Sentient Executive MLP 1, Limited disclosed that they may be
deemed to beneficially own 54,054,495 shares of AmerAlia, Inc.'s
common stock, constituting 74.7% of the total shares outstanding.

A full-text copy of the Schedule 13D/A is available for free at:

               http://ResearchArchives.com/t/s?38bb

AmerAlia, Inc., is in the business of selling a range of natural
products initially derived from the recovery of its natural sodium
resources, the utilization of its water rights and of seeking
title to oil shale resources intermingled with its sodium
resource.  These resources are located in the Piceance Creek Basin
in North West Colorado.

AmerAlia, Inc.'s Sept. 30, 2008, balance sheet showed total
assets of $37,809,482 and total liabilities of $90,726,469,
resulting in total stockholders' deficit of $68,440,196.  AmerAlia
also showed strained liquidity with $89,823,808 total current
liabilities greatly exceeding $4,794,618 total current assets.


AMERICAN AIRLINES: Bank Loan Sells at Substantial Discount
----------------------------------------------------------
Participations in a syndicated loan under which American Airlines
is a borrower traded in the secondary market at 78.63 cents-on-
the-dollar during the week ended January 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.81 percentage
points from the previous week, the Journal relates.  American pays
225 basis points over LIBOR to borrow under the facility.  The
bank loan carries Moody's B2 rating and Standard & Poor's B+
rating.

Participations in the bank loan traded in the secondary market at
76.81 cents-on-the-dollar during the week ended January 16, 2009.
They sold for 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 AXLE: At High Risk of Bankruptcy in 2009, KDP Says
-----------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Research
firm KDP Investment Advisors said American Axle Manufacturing
Holdings Inc. is at high risk of filing for bankruptcy in the next
12 months as declining auto production further pressures the
supplier's earnings.  The analyst's report was released Monday,
Bankruptcy Law360 says.

American Axle will hold a briefing with institutional investors
and security analysts, news media representatives and other
interested parties at 10:00 a.m. ET on Friday, January 30, 2009.
AAM's Co-Founder, Chairman & CEO Richard E. Dauch and Group Vice
President-Finance & CFO Michael K. Simonte will co-host the call.
AAM will discuss its fourth quarter and full year 2008 financial
results as well as other matters.  This briefing may be accessed
via conference call or webcast.

To participate by phone:

    (877) 278-1452 from the United States
    (973) 200-3383 outside the United States

According to ABI, struggling auto parts suppliers are gearing up
to lobby for federal aid in the coming weeks.

As reported by the Troubled Company Reporter on January 14, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Detroit-based American Axle Manufacturing & Holdings
Inc. to 'CCC+' from 'B' and removed all the ratings from
CreditWatch, where they had been placed with negative implications
on Oct. 9, 2008.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The downgrade reflects S&P's view that declining North American
auto production by primary customer General Motors Corp.
(CC/Negative/--) in 2009 will severely reduce American Axle's
profitability and cash flow generation, straining liquidity.
American Axle's revenue is heavily dependent on sales of GM's SUVs
and pickup trucks, and demand for these products has weakened
substantially.  Despite government assistance, GM's condition
remains precarious.

"We expect U.S. light-vehicle sales to fall about 24% in 2009, to
about 10.0 million units," said Standard & Poor's credit analyst
Lawrence Orlowski.  GM's production in the first quarter of 2009
is expected to be down more than 50% year over year.  S&P expects
production to also be down for other customers in North America
and for Europe as well in 2009.

S&P expects 2009 to be another weak year for American Axle's sales
and profitability because of a further decline in auto demand and
the likelihood of lower production at GM, its major customer.  S&P
could lower the rating further if American Axle is unable to
maintain access to its bank facility, or if its EBITDA drops
roughly 10% below S&P's 2009 EBITDA projection of
$193 million.  This could occur if demand for American Axle's
products is lower than S&P currently expect.  For example, a gross
margin of 9.3% and a 15% decline in 2009 revenue would bring
EBITDA down to a level that would be insufficient to cover
interest expense and reasonable capital spending.

S&P could revise the outlook to positive or raise the rating if
GM's financial situation stabilizes and its production of vehicles
that American Axle serves appears to also stabilize, and if
American Axle stops using cash.  The company would also have to
demonstrate potential for generating at least breakeven free cash
flow and increasing the cushion under its existing covenants.
This would likely require U.S. light-vehicle sales to go well
above the 10.0 million units S&P expects for 2009.

In November, Fitch Ratings placed American Axle's 'B' Issuer
Default Rating on Rating Watch Negative, reflecting the
uncertainty of General Motor's short-term operating and financial
profile.  GM accounted for 73% of Axle's total net sales in
through the first nine months of 2008.

In 2008, American Axle obtained amendments to its bank and term
loan agreements.  According to Fitch, the amended bank agreement
reduces the amount of the facility from $600 million to
$477 million, while also increasing the pricing (on the majority
of the facility) and extending the maturity on $369 million of the
facility to December 2011.  The remaining $108 million will retain
the original maturity date of April 2010.  Collateral includes
U.S. receivables and inventory, U.S. PP&E (subject to indenture
restrictions), intracompany notes, and a pledge of 65% of the
company's international subsidiaries.

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/
-- is a world leader in the manufacture, engineering, design and
validation of driveline and drivetrain systems and related
components and modules, chassis systems and metal-formed
products for trucks, sport utility vehicles, passenger cars and
crossover utility vehicles.  In addition to locations in the
United States (Michigan, New York, Ohio and Indiana), the
company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea,
Thailand and the United Kingdom.


AMERICAN INT'L: Agrees to Sell Phil. Finance Units to East West
---------------------------------------------------------------
American International Group Inc. has agreed to sell its
Philippine retail bank and auto-lending unit to East West Banking
Corp., BusinessMirror reports citing Bloomberg News.

Citing joint statement released by the two companies,
BusinessMirror says the deal to sell PhilAm Savings Bank, PhilAm
Auto Finance & Leasing and PFL Holdings is expected to be
completed in the second quarter.

According to Reuters, AIG's local unit, Philippine American Life
and General Insurance Co (Philamlife), did not say how much it
would get from the sale, but sources said the deal was worth about
Php2 billion (US$42 million).

Reuters says the Philamlife group is being sold by AIG as part of
its global fund-raising to repay billions of dollars worth of debt
to the U.S. Government.  Philamlife group has total assets of
Php170 billion as of end-2007, Reuters notes.

Deutsche Bank advised the Philam group on the sale while
Blackstone Group LP is advising AIG on its global divestment plan,
according to Reuters.

                           About AIG

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

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

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

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

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

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

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


ARCLIN CANADA: S&P Places 'B-' Rating on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' long-term corporate credit rating, on formaldehyde-based
adhesive resins and overlays products manufacturer Arclin Canada
Ltd. on CreditWatch with negative implications.

"The CreditWatch action reflects our concerns about the company's
upcoming step-down in covenants, expectations of weaker fourth-
quarter results, and lower cash flow generation in 2009 due to
market conditions," said Standard & Poor's credit analyst Jatinder
Mall.

Standard & Poor's believes there is a heightened risk that Arclin
will violate its covenants because of a step-down in covenants at
the end of first-quarter 2009.  S&P also expects the company to
have weak cash flow generation in fourth-quarter 2008 (ended
Dec. 31, 2008) as market conditions for its products have worsened
and are not likely to improve in the near term.  S&P expects
Arclin's cash flow generation to remain low in 2009.

While S&P views the company's debt profile as manageable, with
minimal mandatory debt retirement obligations in 2009, S&P
believes Arclin would lose access to its bank facility if it were
to breach covenants; the line of credit has been a key source of
liquidity for the company.  If Arclin is unable to amend its
covenant because of credit market conditions, it is likely that
the Ontario Teachers' Pension Plan will have to step in once again
and inject additional equity into the company.

Standard & Poor's will likely resolve the CreditWatch as S&P
receives more information on Arclin's negotiations with the
lenders on its covenants and what steps the company will take to
bolster its liquidity.


BANK OF AMERICA: John Thain Gets Subpoena on Merill Bonuses
-----------------------------------------------------------
Chad Bray and Liz Rappaport at The Wall Street Journal report that
New York Attorney General Andrew Cuomo has subpoenaed former
Merrill Lynch CEO John Thain, as Mr. Cuomo probes bonuses paid by
Merrill Lynch during its merger with Bank of America Corp.

The subpoena gives Mr. Thain a week to comply, WSJ says.

As reported by the Troubled Company Reporter on Jan. 23, 2009, Mr.
Thain accelerated bonus payments at Merrill Lynch so they could be
collected before the end of the year.  Merrill Lynch had paid out
bonuses much earlier than expected.  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.  Some
people inside BofA believe that Merrill Lynch accelerated the
payouts to avoid having them cut by Bank of America.  New York
State Attorney General Andrew Cuomo is conducting a probe on
Merrill Lynch's eleventh-hour bonus payments.

Mr. Cuomo said in a statement said that his office is seeking
testimony from Mr. Thain and Bank of America's chief
administrative officer J. Steele Alphin.  According to WSJ, a
person familiar with the matter said that Mr. Cuomo is also
seeking testimony from Andrea Smith, a Bank of America human
resources employee sent up to Merrill in 2008.

Mr. Cuomo's office might seek testimony from Bank of America CEO
Kenneth Lewis on how much he knew about the Merrill Lynch bonus
plan, WSJ states, citing a source.  The report quoted Mr. Cuomo as
saying, "These subpoenas are part of an ongoing inquiry into
billions of dollars in bonuses paid by Merrill Lynch late last
year just days before Merrill was taken over by Bank of America.
The fact that Merrill Lynch appears to have moved up the timetable
to pay bonuses before its merger with Bank of America is troubling
to say the least and warrants further investigation."

Mr. Cuomo, according to WSJ, said that his office is working with
Neil Barofsky, the TARP program's new special inspector general.
The office of the inspector general said in a statement,
"Oversight of the executive compensation restrictions imposed on
TARP recipients is a vital component of ensuring that tax dollars
are not squandered by corporate executives seeking to profit
illicitly from the Government's unprecedented and historic bailout
of the financial industry."

WSJ relates that Mr. Thain claimed that Bank of America officials
were involved in the decision to accelerate the payment of 2008
bonuses to Merrill Lynch workers, which Bank of America has
denied.  Mr. Thain's account differed from Bank of America's
descriptions of events leading up to its announcement of a
$15.31 billion quarterly loss at Merrill Lynch, WSJ reports.

The TCR reported on Jan. 27, 2009, Bank of America spokesperson
Scott Silvestri said that Merrill Lynch decided on the bonus on
its own.  Mr. Silvestri said, "John Thain and the Merrill Lynch
compensation committee made the decision on the amount and timing
of year-end compensation at Merrill Lynch.  We had no legal right
to challenge it."

                       About Bank of America

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


BANK OF AMERICA: Appoints Three Merrill Lynch Directors to Board
----------------------------------------------------------------
Bank of America Corporation has elected three Merrill Lynch
directors to its board.

The Merrill Lynch directors appointed to BofA are:

     -- former IRS Commissioner Charles O. Rossotti,

     -- former Miller Brewing Company executive Virgis W.
        Colbert, and

     -- former Ambassador to the People's Republic of China
        Admiral Joseph Prueher.

"We are very pleased to add these directors to our board," said
BofA Chairperson and CEO Ken Lewis.  "Their experience managing
large, complex organizations and working throughout multiple
countries will serve Bank of America well as we successfully
integrate Merrill Lynch's global operations into our company.
These directors will provide strong leadership and perspectives."

Mr. Rossotti, 67, is a senior advisor at The Carlyle Group,
focusing primarily on investments in the fields of information
technology and business services.  He began serving on the Merrill
Lynch Board of Directors in 2004 and is expected to serve on both
of Bank of America's Corporate Governance and Compensation and
Benefits Board committees.

Mr. Colbert, 69, is the retired executive vice president of Miller
Brewing Company.  He began serving on the Merrill Lynch Board of
Directors in 2006 and is expected to serve on Bank of America's
Asset Quality Board committee.

Mr. Prueher, 66, is a consulting professor at Stanford
University's Institute of International Studies and senior advisor
on The Preventive Defense Project.  Admiral Prueher served as
Ambassador to the People's Republic of China from 1999 to 2001.
He began serving on the Merrill Lynch Board of Directors in 2001
and is expected to serve on Bank of America's Audit Board
committee.

                     Board Supports CEO

Dan Fitzpatrick and Susanne Craig at The Wall Street Journal
report that BofA's board has expressed support to Mr. Lewis at its
first meeting.  BofA lead director Temple Sloan said in a
statement, "The board today [Jan. 28] during their regular meeting
expressed support for Ken Lewis and the management team, noting
their experience in managing through challenging environments and
in assimilating mergers."

According to WSJ, the tension between Merrill Lynch and BofA
executives has remained high.  Merrill Lynch, says WSJ, reported
huge losses and paid bonuses to its executives right before the
BofA merger deal closed at the end of 2008, making Mr. Lewis ask
Merrill Lynch CEO John Thain to resign from his post.  According
to the report, Mr. Thain's ouster has put him at odds with Mr.
Lewis and J. Steele Alphin, Mr. Lewis's most trusted lieutenant.

      BofA Approach to Track Lending and Investing Activity

BofA has unveiled the Lending & Investing Initiative, a
comprehensive plan to track and report the bank's business
activity in 10 areas key to reviving the nation's economy.  The
initiative, which was presented to the Board of Directors at a
regularly scheduled meeting today, follows up on a pledge by Mr.
Lewis to provide greater transparency into the company's lending
and investing efforts across the enterprise.

"These are extraordinarily difficult economic times," said Mr.
Lewis.  "As America's largest bank, Bank of America must play a
leading role in providing the capital and liquidity that will help
revitalize the U.S. economy.  That's why we're pulling together
our lending and investing initiatives under this umbrella to
provide greater clarity into the support we're providing to
families, businesses and communities across the country.  All 10
of these areas are important to the future economic growth of our
nation and our company."

In the fourth quarter of 2008 alone, BofA extended more than
$115 billion in new credit to consumers, large and small
businesses, governments and other entities.  The company also
recognizes the economic importance of extending credit to
communities who traditionally have experienced difficulty gaining
access to financial services.  Beginning this year, BofA is
undertaking a 10-year, $1.5 trillion community development lending
and investing goal focused on delivering capital to low- to-
moderate income and minority communities across the United States.

Mr. Lewis will receive regular reports on economic trends and
implications for each of the segments housed under the Lending &
Investing Initiative.  The company will then provide quarterly,
aggregated updates on activity in each area to the public.

The Bank of America Lending & Investing Initiative includes:

     -- Consumer lending: BofA serves one out of every two
        households in the United States and is uniquely
        positioned to work with consumers to address their
        borrowing needs.  By way of example, BofA lent
        $45 billion through its mortgage unit ($11.3 billion of
        that to low- and moderate-income borrowers), helping more
        than 200,000 Americans purchase a home or save money on
        the home they already own in the fourth quarter alone.

     -- Loss mitigation: BofA has committed to assist as many as
        630,000 customers to help them stay in their homes,
        representing more than $100 billion in mortgage
        financing.  In 2008, the company modified approximately
        230,000 home loans -- representing more than $44 billion
        in mortgage financing -- to avoid foreclosures.  BofA
        also modified nearly 700,000 credit card loans for
        borrowers experiencing financial hardship last year.

     -- Real Estate Owned Properties: Communities across the
        United States, particularly in low-to-moderate income
        areas, are suffering from growing numbers of abandoned
        bank-owned or bank-serviced properties.  BofA is working
        with community stakeholders and city and state grantees
        that received funding under the Neighborhood
        Stabilization Program administered by the U.S. Department
        of Housing and Urban Development to repurpose these
        properties responsibly, which helps fight declining
        property values and neighborhood blight.

     -- Small business lending: Small businesses remain a
        critical driver of the U.S. economy and BofA will
        continue to serve this important sector.  In 2008, BofA
        extended almost $4.8 billion in new credit to nearly
        250,000 small business customers (defined as businesses
        with less than $2.5 million in revenues and less than
        $250,000 in credit exposure).  During the fourth quarter
        alone, nearly $1 billion in new credit was extended to
        more than 47,000 new small business customers.

     -- Commercial lending: As the predominant middle-market bank
        in the United States, serving companies with annual
        revenues between $2.5 million and $2 billion as well as
        not-for-profit organizations and governments, BofA is
        well situated to deliver financial services to this
        critical segment of the economy.  For example, BofA
        extended about $49 billion in commercial non-real estate
        lending credit and nearly $7 billion in real estate
        lending during the fourth quarter.  In 2008, the company
        also invested $1 billion in affordable housing
        development financing by using Low Income Housing Tax
        Credits.

     -- Green building: One of the many ways BofA works to
        address global climate change and build new business
        opportunities is by financing the construction and
        retrofitting of commercial properties to meet or exceed
        green-certified building standards.  For example, BofA
        delivered nearly $2 billion in "green" commercial real
        estate debt and equity transactions through the end of
        October 2008.

     -- Community Development Financial Institutions (CDFIs):
        CDFIs play an important role in providing credit to
        families, small businesses, multi- cultural
        organizations, community facilities and nonprofits
        serving low-to- moderate income communities that might
        not otherwise qualify under more traditional credit
        criteria.  By way of example, BofA and Merrill Lynch
        delivered more than $450 million in loans and investments
        to CDFIs during 2008.

     -- Socially Responsible Private Equity: BofA routinely
        facilitates the flow of capital from institutional
        investors to underserved small businesses, such as those
        that are owned and managed by women or ethnic minorities;
        those located in low- and moderate-income areas; those
        that are located in underserved urban or rural markets;
        and those that provide services to underserved U.S.
        populations.  For instance, as of 2008, BofA managed and
        advised on more than $677 million in capital to small
        businesses in this category that may not have otherwise
        been able to gain access to these funds.

     -- Nonprofit support: Nonprofit organizations are critical
        to the vitality of neighborhoods across the United States
        and are key to the country's economic recovery.  These
        organizations address the most pressing needs in the
        communities they serve and BofA is supporting their
        efforts through lending and philanthropy.  For example,
        the Bank of America Charitable Foundation this year
        initiated a 10-year, $2 billion philanthropic giving goal
        and extended $200 million in grants in 2008.

     -- Mortgage-backed securities: The secondary market created
        through mortgage-backed securities provides liquidity in
        the housing market, enabling lenders to provide credit to
        homebuyers.  In the fourth quarter, BofA had net
        purchases of $20 billion in mortgage-backed securities.

                       About Bank of America

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


BANK OF NT: Fitch Affirms Support Rating Floor at 'BB-'
-------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings for Bank of N.T. Butterfield & Son Limited.  The Rating
Outlook remains Stable.

BNTB's ratings reflect the company's low credit risk, its highly
liquid balance sheet, its solid niche in offshore asset
management/administration activities, and its strong and
consistent earnings record.  Capital levels have improved in
recent periods benefiting more recently from the spin off of
BNTB's funds administration business.

Overall, results for 2008 were down compared to 2007 reflecting
the challenging economic environment, declining equity markets as
well as the low interest rate environment.  Similar to other
financial institutions, BNTB's financial results were impacted by
the market turmoil and exposure to mark-to-market valuations on
various securities holdings, including CDOs.  Additionally, during
2008, BNTB provided capital support to its Butterfield Money
Market Fund due to structured investment vehicles exposures and in
order to maintain the fund's 'AAA' rating.  Although BNTB had to
provide capital support to its money market fund, the impact to
BNTB has been manageable.  Additionally, the remaining SIV
exposure is predominately bank supported, which should limit
further capital support.  Given the volatility in market prices
for some of these securities, Fitch will closely monitor the
impact of further write-downs on BNTB's financial flexibility and
capital position.  In August 2008, BNTB announced the sale and
merger of its funds administration business to the Fulcrum Group
receiving $131.7 million in cash proceeds and a 40% ownership
stake in the new company, named Butterfield Fulcrum Group.  During
third quarter-2008, the company recorded an extraordinary gain of
$115.5 million.

The Rating Outlook is Stable.  A Negative Outlook revision could
result if BNTB's financial flexibility were pressured due to
market risk exposures.

Fitch has affirmed these ratings with a Stable Outlook:

Bank of N.T. Butterfield & Son Limited

  -- Long-term IDR at 'A';
  -- Long-term subordinated t 'A-';
  -- Short-term IDR at 'F1';
  -- Individual at 'B'
  -- Support at '3'
  -- Support Floor at 'BB-'.


BARBER & PHELPS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Two of Geeks on Call America, Inc's largest franchises -- Barber &
Phelps, LLC, and Bluemark, Inc. -- filed for Chapter 11 bankruptcy
protection on Jan. 23, 2009.

Reasons cited by the president of Barber & Phelps for the
bankruptcy filing included "ineffective advertising, unwieldy 11%
royalty, poorly executed changes away from the well known Geeks on
Call brand and the weak economy."  Barber & Phelps operates a
total of 20 units in Washington DC, Virginia, Maryland, and
Illinois.  Units in Massachusetts, New York, and Connecticut have
been closed within the last year.  Barber & Phelps said that
revenues went from $1.6 million in 2004 (with 10 units) to
approximately $800,000 in 2008 (with 20 units); a roughly 75%
reduction in average sales per territory over the last 4 years
while franchise expenses nearly doubled.

Kamrul Khan, President of Bluemark, operates a total of 18 units
in Maryland and Virginia.  Mr. Khan was forced to give back a
total of 17 units in New York, New Jersey, and Connecticut citing
lack of advertising, poor brand recognition and an absence of back
end systems to support the franchisees.  According to Mr. Khan,
"GOCH failed to provide the basic tools necessary to manage a
multi-unit business."  Mr. Khan indicated that his revenues went
from $1.1M in 2004 (with 8 units) to approximately $800,000 in
2008 (with 18 units).

Barber & Phelps and Mr. Khan are also plaintiffs, along with eight
other franchise owners that have filed suit in either State or
Federal court against Geeks on Call America, Inc., or Geeks on
Call Holdings, Inc., alleging numerous breaches to the Franchise
Agreement.

Geeks on Call America, Inc., is a wholly owned subsidiary of Geeks
on Call Holdings, Inc. (OTCBB Ticker: GOCH).  Geeks on Call is a
registered trademark of Geeks on Call America, Inc.


BERNARD L. MADOFF: Owes Customers $600 Million in Securities
------------------------------------------------------------
Stephen Harbeck, chief executive officer of the Securities
Investor Protection Corp., told Congress that Bernard L. Madoff
Investment Securities Inc. owes customers $600 million in
securities it wasn't holding for them, Bloomberg News reports.

The firm's founder, Bernard L. Madoff, has been jailed on
allegations by the Securities and Exchange Commission and other
parties of running a $50 billion Ponzi scheme.  Various parties
have disclosed investment losses tied to Madoff. The victims
included Columbia University, who recorded $3 million in losses
and other New York universities.

According to CNBC, the SIPC said that it may settle simple claims
against Bernard L. Madoff's firm starting in February.
The agency, however, said that that it's unsure whether it has
enough assets to cover all claims.

As reported by the Troubled Company Reporter, Mr. Harbeck told
Congress in early January that until customer claims are received
and processed and further accounting and related work
accomplished, SIPC will not know the extent of the demand on its
resources.  Mr. Harbeck notes that the maximum amount under SIPA
that SIPC can advance to anyone claimant is $500,000 (including
the $100,000 cash limit), even if the valid amount of the claim is
much higher.  He adds that the extent of recovery by customers
beyond the amounts advanced by SIPC will depend upon the amount of
customer property that the trustee is able to recover.

Top U.S. financial watchdogs have been questioned by Congress Jan.
27 on how they overlooked the world's biggest Ponzi scheme.  The
Securities and Exchange Commission's resources haven't
"kept pace with the rapid expansion in the securities market
over the past few years," the agency's enforcement chief, Linda
Thomsen, told the Senate Banking Committee, according to Bloomberg
News.

With respect to the trial, according to the Wall Street Journal,
the SEC is preparing to subpoena Frank DiPascali, a former
employee of Madoff, in the investigation over Madoff's financial
fraud, the Wall Street Journal reported.  JoAnn Crupi, another
former Madoff employee, was subpoenaed Jan. 16, the newspaper
said.

                    About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Spanish Bank Offers $1.7B for Clients' Claims
----------------------------------------------------------------
Spain's Banco Santander will reimburse a total of EUR1.3 billion
(US$1.7 billion) to clients who lost money in Bernard L. Madoff's
$50 billion pyramid scheme in the U.S.

According to Bloomberg News, the settlement by Spain's largest
bank may pressure banks worldwide to reimburse customers
blindsided by the alleged Ponzi scheme.

In a Jan. 27 statement, the Santander Group said it has decided to
offer a solution to its private banking clients who have invested
in its Optimal Strategic US Equity fund, which has been affected
by the actions initiated against Bernard L. Madoff Investment
Securities LLC and the resulting liquidation of Madoff Securities.

This solution applies to its private banking clients and for the
principal amount invested, net of redemptions, in Optimal
Strategic, which amounts to EUR1.38 billion.  The solution,
according to the bank, consists in an asset exchange, by virtue of
which the private banking clients will have the right to exchange
their investments in Optimal Strategic for preferred securities to
be issued by the Group in the referred amount of EUR1.380 billion.
These preferred securities will have an annual coupon of 2% and a
Santander Group call from year 10.

The pre-tax cost for the Group of this transaction would be EUR500
million, which has been fully-booked against the accounts for
2008.

The Group said it has taken this decision in view of the
exceptional circumstances concurring in the case at hand and on
the basis of purely commercial reasons, for the Group's interest
in maintaining its business relationships with those clients.

"The Santander Group has acted at all times with the due diligence
in the management of its clients' investments in the Optimal
Strategic fund and in accordance with all applicable laws and
sound banking practices and procedures with respect to
those investments.  The sale of these products has always been
transparent and in compliance with all applicable regulations and
established procedures."

The Santander Group noted that Madoff Securities was a broker
dealer authorized, registered and supervised by the SEC and was
also authorized as an investment advisor by the U.S. Financial
Industry Regulatory Authority.  As the SEC has publicly noted,
Madoff Securities was regularly subject to inspections by
this supervisory agency during the last number of years, without
its reputation or standing being at all doubted by the market or
the U.S. supervisory authorities.

The Group is considering the initiation of the appropriate legal
actions.

Banco Santander SA is a financial group that offers a range of
financial products. At the primary level, the Bank's operating
units are segmented by geographical areas, such as Continental
Europe, United Kingdom and Latin America. The primary level of
segmentation includes the Financial Management and Equity Stakes
segment. The Continental Europe segment covers all retail banking
(including Banif, the specialized private bank), wholesale banking
and asset management, and insurance conducted in Europe, with the
exception of the operations of the Bank's subsidiary, Abbey
National plc (Abbey). The United Kingdom (Abbey) segment includes
the operations of Abbey, which focuses on retail banking in the
United Kingdom. The Latin America segment includes the financial
activities conducted via the Bank's subsidiaries. In May 2008, it
sold Antonveneta to Banca Monte dei Paschi di Siena. On October
14, 2008, the Company bought the remaining 75.65% it did not own
in Sovereign Bancorp.

                    About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Man Claims Teaching Fraud and Identity Theft
---------------------------------------------------------------
Jonathan Lee Riches, doing business as Benon Sevan, says that he
taught Bernard L. Madoff identity theft and fraud for two years.
Mr. Riches made the disclosure in his request to intervene as
plaintiff in the case brought by the Securities Investor
Protection Corp. before the U.S. Bankruptcy Court for the Southern
District of New York.

"I met Bernard Madoff . . . in eharmony.com, we had an intimate
relationship, he was attracted to the fact that I did identity
theft and fraud for a living.  I taught him my skills for 2
years."

Mr. Riches says that he has documents, photos and phone transcript
that he's willing to submit to the Bankruptcy Court.  He added
that he also has newly discovered evidence.

Mr. Riches noted that he had vested common interest in the case
because Mr. Madoff took prison funds from him and other inmates.
He was promised a 16.8% return but the funds were transferred to a
"Swiss account Ponzi."

Mr. Madoff, the founder of Bernard L. Madoff Investment Securities
LLC has been jailed on allegations by the Securities and Exchange
Commission and other parties of running a $50 billion Ponzi
scheme.

                      About Bernard L. Madoff

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

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

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

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


BLUEMARK INC: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Two of Geeks on Call America, Inc.'s largest franchises -- Barber
& Phelps, LLC, and Bluemark, Inc. -- filed for Chapter 11
bankruptcy protection on Jan. 23, 2009.

Reasons cited by the president of Barber & Phelps for the
bankruptcy filing included "ineffective advertising, unwieldy 11%
royalty, poorly executed changes away from the well known Geeks on
Call brand and the weak economy."  Barber & Phelps operates a
total of 20 units in Washington DC, Virginia, Maryland, and
Illinois.  Units in Massachusetts, New York, and Connecticut have
been closed within the last year.  Barber & Phelps said that
revenues went from $1.6 million in 2004 (with 10 units) to
approximately $800,000 in 2008 (with 20 units); a roughly 75%
reduction in average sales per territory over the last 4 years
while franchise expenses nearly doubled.

Kamrul Khan, President of Bluemark, operates a total of 18 units
in Maryland and Virginia.  Mr. Khan was forced to give back a
total of 17 units in New York, New Jersey, and Connecticut citing
lack of advertising, poor brand recognition and an absence of back
end systems to support the franchisees.  According to Mr. Khan,
"GOCH failed to provide the basic tools necessary to manage a
multi-unit business."  Mr. Khan indicated that his revenues went
from $1.1M in 2004 (with 8 units) to approximately $800,000 in
2008 (with 18 units).

Barber & Phelps and Mr. Khan are also plaintiffs, along with eight
other franchise owners that have filed suit in either State or
Federal court against Geeks on Call America, Inc., or Geeks on
Call Holdings, Inc., alleging numerous breaches to the Franchise
Agreement.

Geeks on Call America, Inc., is a wholly owned subsidiary of Geeks
on Call Holdings, Inc. (OTCBB Ticker: GOCH).  Geeks on Call is a
registered trademark of Geeks on Call America, Inc.


CABOT CORP: Unveils Restructuring Plan; Slashes 12% of Workforce
----------------------------------------------------------------
Cabot Corporation, in response to a significant reduction in
global demand, discloses a restructuring its operations:

   -- Over the course of calendar year 2009, the Company intends
      to close four of its manufacturing operations and one
      regional office.

   -- Cabot plans to mothball assets at two sites, implement
      short worktime at one site and delay the start-up of new
      capacity in China.

The restructuring is expected to result in an roughly $80 million
cash charge and non-cash charges of roughly $70 million.  A
majority of the total costs will be incurred during fiscal 2009.

The Company has already instituted hiring, travel and salary
freezes, reduced capital spending plans by $50 million from fiscal
2008 levels, eliminated 300 contractor positions, reduced
corporate costs and realized significant working capital
reductions.

Cabot says the restructuring plan is expected to deliver in excess
of $80 million of annual fixed cost savings in fiscal 2010 and
result in a reduction of roughly 500 jobs, or 12% of Cabot's
global workforce.

Patrick Prevost, Cabot's President and CEO, says "These are
difficult decisions affecting our valued employees worldwide.
However, these actions are necessary and allow us to respond to
the current market conditions while building a more efficient and
lower cost manufacturing network. Our commitment to innovation,
new technologies and long-term value creation through R&D will not
be affected by this restructuring. We will continue to have a
broad geographic presence and will actively work with our
customers and suppliers through the restructuring phase."

On Wednesday, Cabot reported that for the first quarter of fiscal
2009, net income was $4 million, compared to first quarter fiscal
2008 net income of $36 million.

Mr. Prevost says, "In expectation of a weak 2009 across all
geographies, we are moving rapidly to address the new economic
environment.  The business outlook remains uncertain and demand in
the second quarter is likely to be weak.  We continue to be
concerned about the automotive and construction end markets.  More
recently, the electronics industry has displayed significant
weakness, which will affect our Fumed Metal Oxides and Supermetals
Businesses in the coming quarter."

Mr. Prevost continues, "Although the operating environment is
challenging, our robust cash position gives us significant
flexibility.  We remain committed to our strategy and continue to
invest prudently in our new business opportunities which are
poised to improve materially this year.  Meeting customer needs is
a top priority and we are well positioned to respond during the
restructuring and as their demand recovers."

Cabot Corporation -- http://www.cabot-corp.com-- headquartered in
Boston, Massachusetts, is a global performance materials company.
Cabot's major products are carbon black, fumed silica, inkjet
colorants, capacitor materials, and cesium formate drilling
fluids.


CALIFORNIA COVE: Panel Files Objection to Dismissal Motion
----------------------------------------------------------
The official committee of creditors holding unsecured claims
appointed in California Cove at San Elijo, LLC's bankruptcy case
filed on Jan. 8, 2009, its limited objection to the United States
Trustee for Region 16's motion to dismiss the Debtor's case
pursuant to Sec. 1112(b) of the Bankruptcy Code.

The Committee said it does not oppose the dismissal of the
Debtor's chapter 11 case.  The Committee, however, merely requests
that the U.S. Bankruptcy Court for the Central District of
California condition any dismissal of the Debtor's case on the
balance of Debtor's counsel Jeffer Mangels Butler & Marmaro LLP's
retainer being made available to satisfy allowed fees and expenses
of the Committee's counsel, Greenberg Traurig, LLP.

The Committee tells the Court that it believes there is a
remaining balance in JMBM's retainer (prior to any reduction for
January 2009 fees and expenses) in the amount of $34,106 and that
JMBM will not use the full amount of its retainer.

As reported in the Troubled Company Reporter on Dec. 30, 2008,.
Peter C. Anderson, the U.S. Trustee for Region 16, asked the Court
to dismiss California Cove at San Elijo, LLC's Chapter 11 case for
these reasons:

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

2) the Debtor has never filed any operating reports.

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


CASH TECHNOLOGIES: Posts $1.8MM Net Loss in the Last Nine Months
----------------------------------------------------------------
Cash Technologies Inc. disclosed in a filing with the Securities
and Exchange Commission financial results for three and six months
ended Nov. 30, 2008.

For three months ended Nov. 30, 2008, the company posted a net
loss of $839,620 compared with a net loss of $152,793 for the same
period in the previous year.

For six months ended Nov. 30, 2008, the company posted a net loss
of $1,872,098 compared with a net loss of $10,929,032 for the same
period in the previous year.

At Nov. 30, 2008, the company's balance sheet showed total assets
of $19,134,606, total liabilities of $12,814,681 and stockholders'
equity of $6,319,925.

                  Liquidity and Capital Resources

At Nov. 30, 2008, the company had a working capital of $4,929,362
compared with a working capital of $5,241,369 at May 31, 2008.  At
Nov. 30, 2008, the company had a cash balance of approximately
$177,492.  The company is in immediate need of working capital to
continue its business and operations.  To date, it has funded its
operations through the issuance of equity in private placement
transactions with existing stockholders or affiliates of
stockholders.  There can be no assurance that it will be able to
continue to raise required working capital in this or any other
manner.

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

              http://ResearchArchives.com/t/s?38bc

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.


CEMEX SAB: Restructures US$4 Billion Short-Term Debt
----------------------------------------------------
CEMEX, S.A.B. de C.V. said it has successfully completed its
refinancing plan.

The Wall Street Journal relates the cement maker had restructured
US$4 billion in short-term debt, a day before it is expected to
post its first quarterly loss in a decade.  The Journal says based
on median estimate of seven analysts polled by Dow Jones
Newswires, the company, heavily exposed to the U.S. housing
market, is expected to show a net loss of US$242 million in the
last quarter of 2008.  CEMEX is scheduled to release its quarterly
results today, Thursday, January 29.

CEMEX had previously announced that it had selected five banks to:

  i) negotiate new long-term syndicated facilities
     to replace existing short-term bilateral facilities;

ii) extend the maturity by one year of a portion of the
     US$3.0 billion Rinker Group Limited acquisition
     syndicated loan facility due in December 2009; and

iii) amend the leverage ratio covenant, among other
     conditions, of certain existing syndicated loan
     facilities.

The final key components of the refinancing plan include:

   * US$2.3 billion of short-term bilateral
     facilities originally scheduled to mature
     in 2009 and early 2010 were refinanced in two
     long-term syndicated facilities.  The final
     maturity for the amounts refinanced in these new
     long-term facilities is February 2011, with
     US$607 million amortizing in 2009 and
     US$536 million amortizing in 2010.

   * CEMEX extended to December 2010 US$1.7 billion
     of the US$3 billion syndicated loan facility
     which was originally due in December of 2009.

   * CEMEX amended and increased in December 2008,
     among other terms, the leverage ratio provisions
     in its existing syndicated facilities.  The new
     leverage ratio requirement at the CEMEX, S.A.B.
     de C.V. level is a Net Debt of no more than
     4.5 times the trailing-twelve-month EBITDA in
     December 31, 2008, increasing to 4.75 times in
     June 30, 2009, and gradually decreasing to
     3.5 times by September 30, 2011 and thereafter.

Rodrigo Trevino, CEMEX's Chief Financial Officer, said, "We are
pleased with the outcome of this refinancing, as it demonstrates
the health of CEMEX's business model and it is evidence of the
support of our banks.  This was another important step to
strengthen our capital structure and to lengthen the maturity
profile of our debt."

CEMEX, S.A.B. de C.V. (NYSE: CX) -- http://www.cemex.com/-- is a
holding company primarily engaged, through its operating
subsidiaries, in the production, distribution, marketing and sale
of cement, ready-mix concrete, aggregates and clinker.  The
company is a global cement manufacturer with operations in North
America, Europe, South America, Central America, the Caribbean,
Africa, the Middle East, Oceania and Asia.  As of December 31,
2007, the company's main cement production facilities were located
in Mexico, the United States, Spain, the United Kingdom, Germany,
Poland, Croatia, Latvia, Venezuela, Colombia, Costa Rica, the
Dominican Republic, Panama, Nicaragua, Puerto Rico, Egypt, the
Philippines and Thailand.  On August 28, 2007, CEMEX completed the
acquisition of 100% of the Rinker Group Limited.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on Jan.
23, 2009, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Cemex S.A.B. de C.V. and Cemex's key
operating subsidiaries (Cemex Espana, S.A., Cemex Mexico S.A. de
C.V., and Cemex Inc.) to 'BB+' from 'BBB-', and placed the ratings
on CreditWatch with negative implications, meaning that the rating
could either be lowered or affirmed following the completion of
S&P's review.  The long-term
Mexican national scale rating on Cemex also was lowered, to 'mxAA-
' from 'mxAA'.  At the same time, S&P lowered its rating on
Cemex's fixed-to-floating callable perpetual debentures to 'BB'
from 'BB+'.

The rating downgrades reflect S&P's expectations that Cemex's
financial performance for 2009 will be under further pressure
given the weakening of economic growth prospects in Cemex's
principal markets and around the world.  About 74% of the
company's revenue is concentrated in the U.S., Mexico, and Spain -
- all of which S&P expects to record negative growth in this year,
which will translate into lower volumes and cash flow generation
compared with 2008, the rating agency said.


CENTRAL GARDEN: Pres. Discloses Not Directly Owning Securities
--------------------------------------------------------------
Fleischer Glen R., president-Pet Products Division of Central
Garden & Pet Co, disclosed in a Form 3 filing with the Securities
and Exchange Commission that he does not directly own shares of
the company's common stock.

At Nov. 14, 2008, the number of shares outstanding of the
company's common stock was 21,004,512 and the number of shares of
Class A Common Stock was 48,535,149.  In addition, on that date,
the company had outstanding 1,652,262 shares of its Class B Stock,
which are convertible into Common Stock on a share-for-share
basis.

Based in Walnut Creek, California, Central Garden & Pet Company
(Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  The company's products are sold to specialty independent
and mass retailers.

Central Garden & Pet Company has approximately 5,000 employees,
primarily in North America and Europe.


CHRISTOPHER HUNT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Christopher W. Hunt
        19 Stanwich Lane
        Greenwich, CT 06830

Bankruptcy Case No.: 09-50083

Chapter 11 Petition Date: January 20, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  777 Summer Street
                  2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  Email: EPlotkinJD@aol.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/ctb09-50083.pdf

The petition was signed by Christopher W. Hunt.


CHRYSLER LLC: Asks Production Suppliers to Cut Prices by April 1
----------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that Chrysler
LLC has asked its production suppliers to cut their prices by
April 1, as part of the company's requirements for the government
bailout loans.

Chrysler, according to WSJ, has received $4 billion from the
government and hopes to borrow $3 billion more by the end of
March.  Chrysler said in a statement that its agreement with the
government "requires that all stakeholders, including owners,
executives, employees, dealers, lenders and suppliers contribute
in a substantial way."

WSJ relates that Chrysler said in a letter sent by its purchasing
chief to suppliers that the company is freezing what it will pay
for raw materials this year, even if costs increase.  According to
the report, some suppliers said that they hadn't yet received a
letter from Chrysler.

Citing Chrysler, WSJ states that a 5% price cut ratified in 2008
will be continued through 2009, which a person familiar with the
matter said will hurt many parts makers that are already ailing.
WSJ says that automotive suppliers are already seeking an up to
$10 billion financial aid from the government.

Chrysler will let its suppliers keep 90% of the benefit from any
new cost-saving measures they implement, WSJ relates.

                        About Chrysler LLC

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

                          *     *     *

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

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

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

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


CHRYSLER LLC: Ends Jobs Bank Program, 1,000 Workers Affected
------------------------------------------------------------
Jeff Bennett and Alex P. Kellogg at The Wall Street Journal report
that Chrysler LLC has ended its jobs bank program, in which laid-
off workers continued to get most of their pay.

According to WSJ, the termination of the program forced about
1,000 Chrysler workers to seek unemployment compensation.  WSJ
relates that affected employees must apply for state and federal
unemployment benefits.

Chrysler must submit to the government restructuring plans by Feb.
17 that show they can become "viable," WSJ states.  The U.S.
Treasury, according to the report, released loan contracts
requiring the two firms to present detailed monthly financial
reports through 2010 and submit yearly reports from 2010 through
2014.

The UAW had agreed to suspend the jobs bank to help Chrysler win
government aid, WSJ reports.

                   Canadian Leasing Program

Doug Alexander at Bloomberg News reports that Chrysler and Ford
Motor Co. said that the Canadian government's proposal to purchase
pools of auto loans and leases for $9.9 billion may help revive
declining auto sales.  According to Bloomberg, the federal budget
included a government pledge to buy securities backed by loans and
leases for autos and equipment, under Canadian Secured Credit
Facility, to boost lending in Canada.

Bloomberg quoted Chrysler's Canadian business president Reid
Bigland as saying, "Improving access to financing is critical
medicine that the Canadian economy needs right now to return to
health.  The creation of the Canadian Secured Credit Facility to
support financing of vehicles is a big step forward to helping
automobile sales in Canada."

                       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.


COEUR D'ALENE: Liquidity Concerns Cue S&P's Rating Cut to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Coeur D'Alene, Idaho-based Coeur D'Alene Mines Corp.
The corporate credit rating was lowered to 'CCC' from 'B-'.

In addition, Standard & Poor's lowered the issue-level rating on
the company's $60 million senior secured convertible notes to
'CCC' (at the same level as the 'CCC' corporate credit rating)
from 'B', and revised the recovery rating on this debt to '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default, from '2'.

Standard & Poor's also lowered the issue-level rating on the
company's $180 million and $230 million senior unsecured
convertible notes to 'CC' (two notches lower than the corporate
credit rating) from 'B-', and revised the recovery rating on this
debt to '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default, from '4'.

Standard & Poor's also removed the ratings from CreditWatch, where
they were placed with negative implications on Nov. 14, 2008.  The
outlook is negative.

"The lower ratings reflect our expectation that, as a result of
the company's aggressive ongoing capital spending initiatives to
boost mined volumes, the company's liquidity position will likely
become further constrained in the near term, resulting in a
funding shortfall during 2009," said Standard & Poor's credit
analyst Sherwin Brandford.

The rating on Coeur D'Alene Mines Corp. reflects the company's
high business risk as a capital-intensive commodity-based company
with modest scope of operations, limited reserve base, and
political and operating risk at most of its operations.  The
rating also incorporates the company's aggressive expansion plans
and uncertainties about successfully developing its planned lower-
cost mining operations.  Meaningful challenges continue to include
volatile prices, governmental regulation, environmental
challenges, and adverse geological conditions.

Coeur's aggressive capital spending to boost its reserve profile
and reduce its production costs has improved its position as a
primary silver producer; however, it is still a relatively small
precious metals company, expecting to produce about 20 million
ounces of silver this year.  In addition to its size, with more
than half of its 2009 production slated to come from its combined
operations in Argentina and Bolivia, the company is subject to a
high degree of geo-political risk.

The risk of environmental challenges inherent in its business is
exemplified by the company's set-backs at its Kensington Gold mine
in Alaska.

After spending more than $200 million to develop the mine, the
company has been unable to begin operations there because of a
dispute over the mine's tailings facility.  The matter is
currently being considered by the U.S. Supreme Court which is
expected to render a final decision in the second quarter.  If it
gets permission to proceed, Coeur expects Kensington to produce
140,000 ounces of gold annually and has an expected mine life of
10 years.

The negative outlook reflects S&P's concerns around Coeur's
ability to meet its near-term capital spending obligations, which
total approximately $150 million, and the potential that the
company could run out of cash without an additional capital
raising transaction.  In addition, S&P could lower the rating if
it breaches its covenant that requires the company to maintain its
listing on the NYSE another national exchange.  S&P would consider
a higher rating if Coeur's liquidity profile improves enough to
give us comfort that they will be able to fund their capital
program and maintain adequate liquidity.


COEUR D'ALENE MINES: S&P Junks Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Coeur D'Alene, Idaho-based Coeur D'Alene Mines Corp.
The corporate credit rating was lowered to 'CCC' from 'B-'.

In addition, Standard & Poor's lowered the issue-level rating on
the company's $60 million senior secured convertible notes to
'CCC' (at the same level as the 'CCC' corporate credit rating)
from 'B', and revised the recovery rating on this debt to '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default, from '2'.

Standard & Poor's also lowered the issue-level rating on the
company's $180 million and $230 million senior unsecured
convertible notes to 'CC' (two notches lower than the corporate
credit rating) from 'B-', and revised the recovery rating on this
debt to '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default, from '4'.

Standard & Poor's also removed the ratings from CreditWatch, where
they were placed with negative implications on Nov. 14, 2008.  The
outlook is negative.

"The lower ratings reflect our expectation that, as a result of
the company's aggressive ongoing capital spending initiatives to
boost mined volumes, the company's liquidity position will likely
become further constrained in the near term, resulting in a
funding shortfall during 2009," said Standard & Poor's credit
analyst Sherwin Brandford.

The rating on Coeur D'Alene Mines Corp. reflects the company's
high business risk as a capital-intensive commodity-based company
with modest scope of operations, limited reserve base, and
political and operating risk at most of its operations.  The
rating also incorporates the company's aggressive expansion plans
and uncertainties about successfully developing its planned lower-
cost mining operations.  Meaningful challenges continue to include
volatile prices, governmental regulation, environmental
challenges, and adverse geological conditions.

Coeur's aggressive capital spending to boost its reserve profile
and reduce its production costs has improved its position as a
primary silver producer; however, it is still a relatively small
precious metals company, expecting to produce about 20 million
ounces of silver this year.  In addition to its size, with more
than half of its 2009 production slated to come from its combined
operations in Argentina and Bolivia, the company is subject to a
high degree of geo-political risk.

The risk of environmental challenges inherent in its business is
exemplified by the company's set-backs at its Kensington Gold mine
in Alaska.

After spending more than $200 million to develop the mine, the
company has been unable to begin operations there because of a
dispute over the mine's tailings facility.  The matter is
currently being considered by the U.S. Supreme Court which is
expected to render a final decision in the second quarter.  If it
gets permission to proceed, Coeur expects Kensington to produce
140,000 ounces of gold annually and has an expected mine life of
10 years.

The negative outlook reflects S&P's concerns around Coeur's
ability to meet its near-term capital spending obligations, which
total approximately $150 million, and the potential that the
company could run out of cash without an additional capital
raising transaction.  In addition, S&P could lower the rating if
it breaches its covenant that requires the company to maintain its
listing on the NYSE another national exchange.  S&P would consider
a higher rating if Coeur's liquidity profile improves enough to
give us comfort that they will be able to fund their capital
program and maintain adequate liquidity.


CONSTAR INTERNATIONAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Constar International Inc. and its debtor affiliates filed with
the United States Bankruptcy Court for the District of Delaware,
their schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property                       --
  B. Personal Property                   --
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $241,605,558
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                            186,480,837
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                              Unstated      $428,086,395

When the Debtors filed for protection from their creditors, they
disclosed $420,000,000 in total assets and $538,000,000 as of
Nov. 30, 2008.

                           About Constar

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.


COUNTRYWIDE FINANCIAL: Settles with Pennsylvania Atty. General
--------------------------------------------------------------
Attorney General Tom Corbett says the Attorney General's Office
has reached a more than $150 million settlement with Countrywide
Financial Corporation to obtain mortgage relief and cash
assistance for thousands of Pennsylvania residents with loans
through Countrywide.

Mr. Corbett said his office has been investigating Countrywide for
several months and the investigation has centered on the subprime
mortgages that were sold through Countrywide.

"Thanks to this agreement, Pennsylvania homeowners will now
receive direct relief that will make a real difference, helping
consumers caught in the subprime lending crisis," Mr. Corbett
said.  "We allege that Countrywide's practices misled many
Pennsylvanians and encouraged them to take out loans they did not
understand and ultimately could not afford."

More than 10,000 Pennsylvania homeowners may be eligible for loan
modification, relocation assistance and mortgage foreclosure
relief as part of the negotiated settlement.

The investigation found that Countrywide allegedly violated
Pennsylvania's Consumer Protection Law by:

    --  Misrepresenting the quality and benefits of its products
        and services to consumers;

    --  Misrepresenting in its advertising that mortgage and loan
        packages were created by "personal loan consultants,"
        tailored to the needs of individual consumers;

    --  Failing to exercise due diligence when recommending
        mortgage loan products to consumers and failing to meet
        heightened expectations caused by their advertising;

    --  Increasing its sales and profits by relaxing its
        underwriting standards, which allowed consumers to obtain
        loans that were risky and ill-suited for their income
        levels;

    --  Making deceptive and misleading representations or
        omissions regarding the terms and charges of the loans,
        including, the interest rate, the adjustable nature of
        the interest rate and the credit status of the consumer;

    --  Engaging in "bait and switch" tactics by offering one
        interest rate, but actually giving a higher one;

    --  Failing to clearly disclose the financing terms to
        consumers.

Mr. Corbett said the settlement will enable eligible subprime and
pay-option mortgage borrowers to avoid foreclosure by obtaining a
modified and affordable loan.  The loans covered by the settlement
are among some of the riskiest and highest defaulting loans at the
center of America's foreclosure crisis.  Assuming every eligible
borrower participates, this loan modification program will provide
more than $150 million in savings to Pennsylvania borrowers.

Countrywide has agreed to provide various forms of relief to
consumers, including:

    --  Affordable, streamlined loan modification offers to more
        than 10,200 subprime and pay-option adjustable rate
        mortgage borrowers;

    --  More than $2.7 million in foreclosure relief benefits for
        Pennsylvania consumers;

    --  Waivers of default/delinquency fees, loan modification
        fees and prepayment penalties.

According to the agreement, Countrywide has made a commitment to
put a freeze on their foreclosure processes until each eligible
consumer has had their financial status verified.

Mr. Corbett noted that consumers can call Countrywide's hotline at
1-800-669-6607 for more information about their eligibility.
Mr. Corbett encouraged consumers with concerns or complaints to
contact the Attorney General's Consumer Protection Hotline, at 1-
800-441-2555, or file an online consumer complaint at
http://www.attorneygeneral.gov

The agreement, known as an Assurance of Voluntary Compliance
(AVC), includes Countrywide Financial Corporation, along with
Countrywide Home Loans Inc. and Full Spectrum Lending Inc.

The AVC was filed in Commonwealth Court by Senior Deputy Attorney
General John Abel and Deputy Attorney General Michael C. Gerdes of
the Attorney General's Bureau of Consumer Protection.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CRESCENT RESOURCES: Bank Loan Sells at 80% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Crescent Resources
is a borrower traded in the secondary market at 20.60 cents-on-
the-dollar during the week ended January 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 3.90 percentage points
from the previous week, the Journal relates.  Crescent pays 300
basis points to borrow under the facility.  The bank loan matures
November 8, 2012, and carries Moody's B1 rating and Standard &
Poor's B+ rating.

Headquartered in Charlotte, North Carolina, Crescent Resources,
LLC is a private land and commercial property development company.
The firm is jointly owned by Duke Energy and Morgan Stanley Real
Estate.


CYBERONICS INC: VP-R&D Discloses Not Owning Equity Interest
-----------------------------------------------------------
Morris Milton Mayo, VP Research & Development of Cyberonics Inc.
disclosed in a Form 3 filing with the Securities and Exchange
Commission that he does not directly own shares of the company's
common stock.

The number of shares outstanding of the company's common stock at
$0.01 par value as of Nov. 14, 2008, was 27,297,887.

Cyberonics Inc. (NASDAQ: CYBX) -- http://www.cyberonics.com/-- is
a medical technology company with core expertise in
neuromodulation. The company developed and markets the Vagus Nerve
Stimulation (VNS) Therapy(TM) System, --
http://www.vnstherapy.com/-- which is FDA-approved for the
treatments of epilepsy and treatment-resistant depression.  The
VNS Therapy System uses a surgically implanted medical device that
delivers electrical pulsed signals to the vagus nerve.  Cyberonics
markets the VNS Therapy System in selected markets worldwide.

At Oct. 24, 2008, the company's balance sheet showed total assets
of $112,469,446, total liabilities of $108,781,274 and
stockholders' equity of $3,688,172.

This concludes the Troubled Company Reporter's coverage of
Cyberonics Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


DBSI INC: Lenders Block Foley's Request for Payment of Fees
-----------------------------------------------------------
Several DBSI Inc. lenders challenge the request of Foley & Lardner
LLP for payment of legal fees for the month of December 2008.
Foley & Lardner serves as special counsel to the Debtors.  Foley
is seeking payment of $251,886 in fees and reimbursement of $7,464
in expenses.

The lenders contend that Foley has not provided evidence that the
fees are both necessary to the preservation or disposal of the
lenders' collateral, and reasonable. Foley also cannot show that
the fees provided a direct benefit to the lenders.

Each of the lenders holds a claim secured by property of DBSI that
is the subject of a tenant-in-common real estate transaction.  In
each of the transactions, a debtor or one of its subsidiaries
purchased a property, then located investors interested in
purchasing a fractional interest in the property as a tenant-in-
common with other investors.  The Debtor would sell the TIC
Interests in the property to the TIC Investors.  Either at the
time of the Debtor's acquisition of the Property or in connection
with the Debtor's sale of TIC Interests to TIC Investors, the
Debtor -- and any TIC Investors that had acquired a TIC Interest
in the Property -- would obtain a Loan from a Lender, secured by
the Property and all rents and leases of the Property.

With respect to each Property, at the time of the sale by the
Debtor to the TIC Investors, a DBSI entity, as mater tenant, would
enter into a master lease agreement with the TIC Investors as the
landlord.  The Master Lease would allow the Debtor Master Tenant
to sublease the Property to subtenants that would occupy each
Property pursuant to their subleases.

Repayment of each Loan is secured by, among other things, a first
priority lien in and to the applicable Property, the related
Master Lease, the related Sublease, and all of the related rents,
profits, proceeds and revenues.

On December 30, the U.S. Bankruptcy Court for the Delaware issued
a third order authorizing the Debtors to use the cash collateral
associated with roughly 61 Properties.  The Court also approved a
separate request by the Debtors for the continued use of cash
collateral and established procedures to approve revised cash
collateral budgets.

The Lenders note that, as with the previous cash collateral
orders, the amounts set aside for Chapter 11 expenses were to be
segregated at the Property level and not paid out until further
review by the Court.

The Lender Parties are Wells Fargo Bank, N.A, and LaSalle Bank,
N.A, in their capacity as trustees to various commercial mortgage
trusts.

M&I Marshall & Ilsley Bank also objected to Foley's fees.  M&I
entered into a series of separate loan transactions with certain
of the Debtors.

M&I notes that it is far from clear that the Debtors' estates are
administratively solvent.  M&I says many, if not most of the
properties managed by the Debtors generate revenue insufficient to
support all of the expenses related to the properties, including
debt service payments.  M&I says it reserves the right to seek
disgorgement to recover any fees paid to bankruptcy professionals.

ING Clarion Capital Loan Services, LLC, as special servicer for
Wells Fargo Bank Minnesota, N.A., supports the Lenders' objection.

                         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.


DEATH ROW: Court Auctions Off Most of Co.'s Possessions
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has auctioned off most of the possessions it confiscated from
Death Row Records, TwentyFourBit reports.

As reported by the Troubled Company Reporter on Jan. 12, 2009,
Death Row Records was scheduled to be auctioned on Jan. 15, 2009.

LA Weekly relates that items sold include electric chair and Nate
Dogg painting, 17,000 copies of Snoop Dogg's Tha Doggfather album,
and Snoop Dogg's 1994 MTV Moon Man award.

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DELTA AIR: Posts $340 Million Loss in 4thQ 2008
-----------------------------------------------
Delta Air Lines said its net loss for the December 2008 quarter
was $340 million, or $0.50 per diluted share.  Results include
$0.12 per diluted share from the negative non-cash impact of
purchase accounting.

Delta would have reported a $167 million net profit excluding
special items in the December 2008 quarter, if fuel had been
purchased at market prices.

Delta's reported net loss for the December 2008 quarter was
$1.4 billion, including an over $900 million charge related to
broad-based employee equity awards, and a $91 million loss on out-
of-period fuel hedges.

Delta completed its merger with Northwest on Oct. 29, 2008,
creating the world's largest airline.

As of Dec. 31, 2008, Delta had $6.1 billion in total liquidity and
cash collateral posted with hedge counterparties.

Delta's 2008 net loss was $503 million, or $1.08 per diluted
share, excluding (1) special items that primarily consist of an
over $900 million non-cash charge related to employee equity
awards that were issued or vested in connection with the merger
and $7.3 billion in non-cash goodwill and other intangible asset
impairment charges reported earlier this year, and (2) a
$91 million loss on out-of-period fuel hedges.  Delta's reported
2008 net loss was $8.9 billion, or $19.08 per diluted share.

Unless otherwise indicated, Delta's financial results for the
December quarter and full year 2008 are presented on a GAAP basis,
which include results for Northwest Airlines following the
completion of the merger for the period Oct. 30, 2008 through
Dec. 31, 2008.  As a result of the merger, Delta's financial
results include approximately $80 million in higher expenses from
the non-cash impact of purchase accounting, or $0.12 per diluted
share for the December 2008 quarter.

"I want to thank my 85,000 Delta colleagues for their outstanding
achievements in 2008 -- a year where we not only faced the severe
challenges brought on by over $2 billion in increased fuel costs
and the onset of a global recession, but also closed our merger
with Northwest and began a smooth integration process," said
Richard Anderson, Delta's chief executive officer.  "Despite the
difficult economic environment, we expect to be solidly profitable
in 2009 driven by lower fuel costs, capacity discipline, and
merger synergies.  Delta people have a great track record for
achieving their goals, and I am confident that 2009 will be
another successful year."

Merger with Northwest

Delta completed its merger with Northwest during the fourth
quarter, creating the world's largest airline, and expects the
merger to generate $500 million in synergies in 2009 and
$2 billion in annual run-rate synergies by 2012.  As a result of
significant integration planning activities that began prior to
the merger, the company is on track in its integration efforts and
achieved many milestones during the quarter, including:

     * Delta placed its code on over 90% of Northwest routes,
       creating thousands of additional connecting opportunities
       for its customers;

     * Delta extended its exclusive co-brand credit card
       partnership with American Express through 2015, which
       provided the company over $1 billion in immediate
       liquidity and is expected to provide an additional
       $1 billion in contract enhancements over the next two
       years;

     * Delta and Northwest pilots, represented by the Air Line
       Pilots Association, achieved a single seniority list for
       the combined group.  More than 25 percent of Delta's total
       workforce has resolved seniority integration, including
       pilots, flight dispatchers, meteorologists, aircraft
       maintenance technicians and other TechOps employees;

     * The National Mediation Board ruled that Delta and
       Northwest constitute a single transportation system for
       Representation purposes under the Railway Labor Act.  This
       is an important milestone toward resolving representation
       issues, which will allow alignment of pay, benefits and
       work rules for all employees of the new Delta;

     * Elite members of both airlines' loyalty programs gained
       immediate complimentary upgrade reciprocity; and

     * Delta completed the re-branding of approximately 50 of the
       airports in which Northwest operates and began a program
       to paint all Northwest mainline aircraft in the Delta
       livery by the end of 2010.

Revenue Environment

Delta's GAAP operating revenue grew to $6.7 billion in the
December 2008 quarter as a result of its merger with Northwest
Airlines.  The company believes it is more meaningful to compare
results year-over-year on a combined basis, which includes three
full months in the December 2007 and 2008 quarters for Northwest.
On this basis, operating revenue was flat year-over-year on a 4%
decline in capacity.

On a combined basis:

     * Passenger revenue fell 1%, or $54 million, compared to the
       prior year period due to a 4% decline in capacity,
       partially offset by a 3% increase in unit revenue.  These
       results reflect the weakening of the revenue environment
       during the quarter caused by the global economic
       recession;

     * Cargo revenue declined 24%, or $89 million, due primarily
       to proactive reductions of Northwest freighter capacity;
       and

    * Other, net revenue grew 17%, or $121 million, primarily due
      to increased revenue from baggage fees.

Based on ATA data for 2008, Delta and Northwest each achieved a
revenue premium to the industry.  The consolidated length of haul
adjusted passenger unit revenue (PRASM) was 101% and 103%,
respectively, of industry average PRASM (excluding Delta and
Northwest) for the year.  During the December 2008 quarter, 40% of
Delta and Northwest combined capacity was deployed on
international routes and 60% on domestic routes.

"Delta's proactive decision to reduce domestic capacity during
2008 mitigated the impact of the decline in demand we saw over the
course of the fourth quarter.  We expect the worldwide economy to
be difficult throughout 2009; however, if fuel prices remain at
current levels, we believe the benefit of lower fuel prices will
more than offset the revenue decline," said Edward Bastian,
Delta's president.

"Delta has the tools required to manage through these tough
economic times -- with the broadest, most diverse network in the
industry; an estimated $2 billion in annual merger synergies to be
obtained; best-in-class costs; a solid liquidity balance;
unmatched fleet flexibility; and the discipline and drive of the
new Delta team."

Capacity Discipline

In 2008, Delta demonstrated its firm commitment to capacity
discipline and its ability to quickly reduce fixed and variable
costs associated with reduced capacity.  Delta led the industry in
early 2008 in responding to high fuel prices and the weakening
demand environment, resulting in a reduction in domestic capacity
of 11% in the last six months of 2008.  Delta's flexible and cost
efficient fleet is a unique tool that allows the company to reduce
capacity quickly.  In 2009, the company plans to remove 40-50
mainline aircraft from the fleet as it eliminates the fixed costs
associated with its 6 to 8% system capacity reduction.  In
addition, in January 2009, Delta offered its second voluntary
workforce reduction program in 12 months to more closely align its
staffing with lower capacity levels.  Delta will continue to
monitor the demand environment and has full flexibility to further
reduce capacity if warranted.

Cost Discipline

Delta's GAAP operating expenses increased to $7.8 billion in the
December 2008 quarter primarily due to the company's merger with
Northwest Airlines.  On a combined basis, operating expenses
increased 23% due to $1.2 billion in mainly non-cash special
items, and $301 million in higher expense from out-of-period fuel
hedges.  In addition, operating expenses were $33 million higher
due to the impact of purchase accounting, which primarily relates
to marking to market Northwest pension plan assets.

On a combined basis:

     * Mainline unit cost (CASM(7)) excluding fuel expense and
       special items increased 3% year-over-year in the December
       2008 quarter due to prior year credits and the impact of
       purchase accounting, partially offset by improved
       productivity; and * Non-operating expenses, increased
       $174 million in the December 2008 quarter due to
       $77 million in foreign exchange losses and $66 million
       lower interest income.  In addition, purchase accounting
       drove $47 million in higher interest expense due to
       increased amortization of debt discount, reflecting lower
       fair value of Northwest debt at the merger date.

Liquidity Position

At Dec. 31, 2008, Delta had $6.1 billion in total liquidity and
net cash collateral posted with hedge counterparties.  Total
liquidity includes $4.5 billion in cash, cash equivalents and
short-term investments and $500 million available under an undrawn
line of credit.  Net cash collateral posted with hedge
counterparties was $1.1 billion at Dec. 31, 2008.

At Dec. 31, 2008, Delta held $120 million in auction rate
securities classified as long-term assets. These amounts were
previously classified as short-term investments.

As previously announced, in December, Delta:

     * Received $1 billion from the pre-purchase of SkyMiles in
       connection with the multi-year extension of its exclusive
       co-brand credit card partnership with American Express;
       and

     * Sold approximately 18 million shares of common stock,
       generating gross proceeds of $196 million.  All of the
       shares of stock in the offering had been withheld as the
       employee portion of withholding taxes on the employee
       equity awards which were issued or vested in connection
       with Delta's merger with Northwest.

"Delta people, once again, met the challenge of improving
productivity in 2008 to help mitigate the impact of high fuel
costs and a slowing economy.  Their hard work allowed the company
to remove the costs associated with reduced capacity, while
continuing to make critical investments in our people, product and
infrastructure.  We will apply the Delta tradition of cost
discipline across the entire company, and I am confident that
we'll meet the cost targets necessary to maintain our best-in-
class unit cost structure," said Hank Halter, chief financial
officer.  "In addition, we expect to generate cash and improve our
liquidity in 2009 through our disciplined approach to making
investments in our business, right-sizing our operations in the
current demand environment, and achieving targeted merger
synergies."

Fuel Price and Related Hedges

During the December 2008 quarter, Delta hedged 58% of its fuel
consumption, resulting in an average fuel price of $2.90 per
gallon.  Included in the fuel price is $507 million in fuel hedge
losses in the fourth quarter.

Special Items

Delta recorded approximately $1 billion in special items in the
December 2008 quarter, including:

    * Approximately $970 million in primarily non-cash, merger-
      related charges, including $904 million related to employee
      equity awards that were issued or vested in connection with
      the merger;

    * An $18 million charge related to Delta's previously
      announced plans to close operations in Concourse C at the
      Cincinnati airport; and

    * A $20 million write-down in the value of auction rate
      securities.

March 2009 Quarter and Full Year 2009 Guidance

Delta's projections for March 2009 quarter and 2009 performance
are below. Financial results for Northwest Airlines are included
for the entire periods of the March 2008 quarter and the full year
2008 so that year-over-year comparisons to the March 2009 quarter
and full year 2009 projections are more meaningful.

                          1Q 2009 Forecast        2009 Forecast
                          ----------------        -------------
Non-passenger revenue(9)    $1.1 billion          $4.8 billion
Fuel price, including
taxes and hedges              $2.34                 $2.15
Operating margin            (5%) - (7%)             6% - 8%
Capital expenditures        $550 million          $1.6 billion
1Q 2009 Forecast       2009 Forecast
(compared to 1Q 2008)   (compared to 2008)
                          ----------------        -------------
Consolidated passenger
unit revenue                                        Down 4%
Mainline unit costs -
excluding fuel expense
and profit sharing(10)     Up 7% - 9%             Up 5% - 7%
System capacity            Down 5% - 7%           Down 6% - 8%
Domestic                 Down 10% - 12%          Down 8% - 10%
International             Flat to up 2%          Down 3% - 5%
Mainline capacity          Down 6% - 8%           Down 6% - 8%
Domestic                 Down 13% - 15%         Down 10% - 12%
International             Flat to Up 2%          Down 3% - 5%

                        DELTA AIR LINES, INC.
              Consolidated Statements of Operations
                            (Unaudited)

                                Three      Three
                                Months     Months
                           Ended      Ended
(in millions, except per   Dec. 31,   Dec. 31,  Change   Change
share data)               2008       2007      $ H(L)   % H(L)

OPERATING REVENUE:
Passenger:
Mainline                   $4,528     $3,052    $1,476      48%
Regional carriers           1,207      1,015       192      19%
                           ------     ------    ------
Total passenger revenue     5,735      4,067     1,668      41%
Cargo                         230        132        98      74%
Other, net                    748        484       264      55%
                           ------     ------    ------
Total operating revenue     6,713      4,683     2,030      43%

OPERATING EXPENSES:
Aircraft fuel and related
taxes                       2,294      1,356       938      69%
Salaries and related costs  1,533      1,070       463      43%
Contract carrier
arrangements (2)              884        851        33       4%
Depreciation and
amortization                  374        288        86      30%
Aircraft maintenance
materials and outside
repairs                       333        245        88      36%
Contracted services           370        246       124      50%
Passenger commissions and
other selling expenses        298        212        86      41%
Landing fees and other
rents                         285        175       110      63%
Passenger service             129         88        41      47%
Aircraft rent                 106         60        46      77%
Restructuring and merger-
related items                 987         --       987      NM
Other                         217         94       123      NM
                           ------     ------    ------
Total operating expense     7,810      4,685     3,125      67%
                           ------     ------    ------
OPERATING LOSS             (1,097)        (2)   (1,095)     NM
OTHER (EXPENSE) INCOME:
Interest expense             (277)      (138)     (139)     NM
Interest income                19         39       (20)    (51%)
Miscellaneous, net            (83)        (4)      (79)     NM
                           ------     ------    ------
Total other expense, net     (341)      (103)     (238)     NM
                           ------     ------    ------
LOSS BEFORE INCOME TAXES   (1,438)      (105)   (1,333)     NM
INCOME TAX BENEFIT             --         35       (35)     NM
                           ------     ------    ------
NET LOSS                  ($1,438)      ($70)  ($1,368)     NM
                           ======     ======    ======
BASIC AND DILUTED LOSS PER
SHARE                      ($2.11)    ($0.18)       NM      NM
                           ======     ======    ======
WEIGHTED AVERAGE SHARES
USED IN BASIC AND DILUTED
LOSS PER SHARE CALCULATION     682       395        NM      NM
                            ======    ======    ======

                       DELTA AIR LINES, INC.
                    Selected Balance Sheet Data
                           (In Millions)

                                       December 31,  December 31,
                                       -----------   -----------
                                           2008          2007
                                       -----------   -----------
                                              (Unaudited)
Cash and cash equivalents                 $  4,255      $  2,648
Short-term investments                         212           138
Restricted cash and investments                453           535
Total assets                                45,019        32,423
Total debt and capital leases, including
current maturities                          16,571         9,000
Total shareowners' equity                      848        10,113
DELTA AIR LINES
Combined Statistical Summary 1
(Unaudited)
                                               Three Months
                                               Ended Dec. 31,
                                               --------------
                                         2008     2007    Change
                                         ----     ----    -----
Consolidated:
Revenue Passenger Miles (millions) (2) 46,848   48,172   (2.7%)
Available Seat Miles (millions) (2)    58,098   60,402   (3.8%)
Passenger Load Factor (2)                80.6%    79.8%    0.8 pts
Fuel Gallons Consumed (millions) (2)      976    1,052   (7.2%)
Mainline:
Revenue Passenger Miles (millions)     40,810   42,107   (3.1%)
Available Seat Miles (millions)        50,194   52,420   (4.2%)
(Predecessor +
                                   (Successor)     Successor)
                                 -------------- --------------
                                       Year Ended Dec. 31,
                                 -----------------------------
                              2008           2007         Change
                             ---------- --------------  --------
Consolidated:
Revenue Passenger Miles
(millions) (2)               202,726         200,502      1.1%
Available Seat Miles
(millions) (2)               246,164         245,259      0.4%
Passenger Load Factor (2)       82.4%           81.8%     0.6 pts
Fuel Gallons Consumed
(millions) (2)                 4,158           4,254     (2.3%)
Mainline:
Revenue Passenger Miles
(millions)                   177,361         176,493       0.5%
Available Seat Miles
(millions)                   213,447         214,059      (0.3%)

(1) Combined statistical data includes operations for both Delta
    And Northwest for the three months ended December 31, 2008
    and 2007.

(2) Data presented includes operations under our contract carrier
    arrangements.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and
$17.9 billion in total debts.  On May 21, 2007, the Court
confirmed the Northwest Debtors' amended plan.  That amended plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News
Issue No. 114; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on Sept.
26, 2007.  (Delta Air Lines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DREIER LLP: Sends Marc Dreier to Chapter 7 Bankruptcy
-----------------------------------------------------
Three creditors, claiming a total of $88.5 million in debt,
submitted an involuntary Chapter 7 petition for Marc Dreier before
the U.S. Bankruptcy Court for the Southern District of New York.

The petitioning creditors are Mr. Dreier's former law firm, Dreier
LLP, owed $35 million,; Wachovia Corp., owed $15 million; and
360networks (USA) Inc. owed $38.5 million.  The Dreier LLP claim
against Dreier was filed by Sheila McGowan, the trustee appointed
to oversee the firm's dissolution, according to Bloomberg's Bill
Rochelle.

Other creditors that have disclosed exposure to Dreier include
Elliott Management Corp.  According to Bloomberg, Elliot told
clients that it lost money on promissory notes purchased in
October from Dreier.  Eton Park Capital Management LP, a New York-
based hedge fund, also wrote down loans involving Dreier.

Mr. Dreier, founder of Dreier LLP, which has sought Chapter 11
protection, has been accused of stealing $400 million from the
firm's clients.  According to Bloomberg News, Wachovia sued Dreier
in December, claiming he and his law firm had defaulted on at
least $9 million.

In a separate complaint also filed in December, the U.S.
Securities and Exchange Commission claimed Mr. Dreier stole
$38 million from an escrow account set up to hold money for the
unsecured creditors of 360networks (USA) Inc., which the firm
represented in bankruptcy court.  Mr. Dreier has been arrested for
the charges.  U.S. Magistrate Judge Douglas Eaton of the U.S.
District Court for the Southern District of New York, the same
judge who required Bernard L. Madoff to post a $10 million bail
pending trial for a $50 billion Ponzi scheme, has required Mr.
Dreier to post a $20 million bail to leave jail.  Mr. Dreier's
lawyer said he'll likely appeal the bond, citing that Mr. Dreier
couldn't afford to pay $20 million.

According to Bloomberg, prosecutors have asked the judge to deny
bail to Mr. Dreier.  The report relates that assistant U.S.
Attorney Jonathan Streeter claimed that Mr. Dreier had promised to
give his son Hamptons properties worth $12.5 million after the
latter agreed to pend the summer with him.  Mr. Streeter,
according to the report, said statements made by Mr. Dreier to the
receiver of his law firm, Dreier LLP, aren't "credible" and that
Dreier still may have assets hidden overseas.  Mr. Dreier had said
that his assets have been frozen by the U.S. government and that
he isn't a risk to flee the country.

                         About Dreier LLP

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm, which was found in 1996 by Marc Dreier.
On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between $10
million to $50 million in its filing.


EATON CORNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eaton Corners Corporation
        601-607 Route 295
        Old Chatham, NY 12136

Bankruptcy Case No.: 09-10081

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  Email: Rweisz@hodgsonruss.com

Total Assets: $1,875,812

Total Debts: $1,060,087

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

            http://bankrupt.com/misc/nynb09-10081.pdf

The petition was signed by John H. Wendelboe, President of the
company.


EXCESS DSP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Excess DSP, L.L.C.
        2730 S. Val Vista Drive
        Gilbert, AZ 85296

Bankruptcy Case No.: 09-00817

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: January 16, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: j.newell@cplawfirm.com

Total Assets: $2,401,000

Total Debts: $4,112,937

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

            http://bankrupt.com/misc/azb09-00817.pdf

The petition was signed by Dori Mead, Co-Managing Member of the
company.


EL PASO: Court Okays Adequacy of 2nd Amended Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
approved El Paso Chile Company, Inc. and Desert Pepper Trading
Co.'s disclosure statement explaining the Debtors' Second Amended
Chapter 11 Plan of Reorganization and authorized the Debtors to
solicit acceptances and rejections of the Plan.  The Court has
rescheduled hearings on the Plan from Jan. 21, 2009, to Feb. 11,
2009.

The Debtor is actively engaged in discussions to outsource the
manufacture of its products and focus on the branding, marketing
and licensing of its products.  United Gourmet, L.P., the land
holding aspect of the Debtors' overall operations, has listed its
real property located at 4707 Fred Wilson Drive in El Paso, Texas,
for the sum of $1,800,000.  In addition to the Fred Wilson
property, the Debtor and United Gourmet, L.P. have already listed
all other real estate for sale in the aggregate listing prices of
approximately $1,050,000.

As reported in the Troubled Company Reporter on Dec. 15, 2008, the
Debtors filed with the Court an amended Chapter 11 Plan of
Reorganization and disclosure statement explaining said Plan.

                       Funding of the Plan

Payments to creditors will be made from future earnings of the
Debtor and liquidation of various real properties owned by the
Debtors and United Gourmet, L.P.

                       Treatment of Claims

A. Unclassified Claims

All Allowed Administrative Claims, including Fee Requests, shall
be paid in full on the later of (i) the Effective Date, or (ii)
within thirty days after the Administrative Claim becomes an
Allowed Claim.  Each holder of an Allowed Tax Claim arising before
the Petition Date shall be paid in equal monthly installments of
principal and interest over a period of 5 years from the date of
assessment of the taxes.

B. Classified Claims

The Debtors' Amended Plan provides for 7 classes of Claims:

     Class 1:  Secured Claim of City of El Paso
     Class 2:  Secured Claim of Sovereign Business Capital
     Class 3:  Secured Claim of CIT Small Business Lending Corp.
     Class 4:  Secured Claim of Berlin Packaging, L.L.C.
     Class 5:  Secured Claim of Bank of the West
     Class 6:  General Unsecured Creditors
     Class 7:  Equity Interest Owners

Except for Classes 4 and 5, all Classes are impaired under the
Plan and are entitled to vote to accept or reject the Plan.

Class 4 consist of the Secured Claim of Berlin Packaging,
LLC in the amount of $48,474.  Berlin shall receive in full
satisfaction of its claim the molds and bottle cap inventory
securing its claim.

Class 5 consist of the claims of Bank of the West in the amount of
$19,475 secured by a lien on a 2006 Chrysler 300 automobile.  Bank
of the West will continue to receive monthly payments of $597.74
until maturity on July 12, 2011.

Class 1 claims include the secured claim of the City of El Paso in
the amount of $11,014 for ad valorem taxes on the Debtor's
property situated in the City of El Paso, El Paso County, Texas,
covering tax year 2008.  The City of El Paso's allowed claim will
be paid in full in 60 equal monthly installments, with the first
payment being made on the Plan's Effective Date.

Class 2 consist of the secured claim of Sovereign Business Credit,
a division of Sovereign Business Capital, in the amount of
$2,542,924.  The full allowed amount of Sovereign's secured claims
shall be paid by means of the sale of the real property located at
4707 Fred Wilson Drive in El Paso, Texas, and quarterly
distributions in the amounts and on the dates set forth on Exhibit
"B" of the disclosure statement.  The Debtor anticipates that
United Gourmet, L.P. will realize approximately $700,000 in net
proceeds upon the sale of the Fred Wilson property.

Class 3 consist of the claim asserted by CIT Small Business
Lending Corp ("CIT") in the amount of $646,638.  The allowed
secured claims of CIT shall be paid by means of monthly payments
in the amount of $4,031.46 until such time as its claim is paid in
full.  In addition, CIT shall receive $2,015.73 per month from
United Gourmet, L.P.

Class 6 consist of the general unsecured claims against the Debtor
with the exception of the deficiency and claims, if any, of the
Class 1, 2 or 3 Creditors.  The Class 6 creditors will be paid
$550,000 over a period of forty-eight (48) months from the
Effective Date of the Plan.  Based on the figure of $1,266,463,
which the Debtors believe the allowed amount should be, this would
amount to a distribution of approximately 43.43%.

Class 7 consist of the equity interests in the Debtor.  The equity
interest owners shall retain their ownership interests in the
Debtor subject to the lien granted to the Class 6 creditors under
the Plan.  The Class 7 equity owners shall not receive any
dividends or distributions of their shares until such time as all
allowed claims are paid in full.

                      "Cramdown" Provisions

In the event that one or more Classsses of impaired Claims rejects
the Plan, the Debtors request that the Court confirm the Plan
through a cramdown of dissenting impaired classes at the
Confirmation Hearing, pursuant to the "cramdown" provision of the
Bankruptcy Code.

A full-text copy of the disclosure statement explaining the
Debtors' 2nd Amended Chapter 11 Plan of Reorganization is
available for free at:

       http://bankrupt.com/misc/ElPasoChile2ndAmendedDS.pdf

Based in El Paso, Texas, El Paso Chile Company Inc. --
http://www.elpasochile.com/-- is a salsa, chile and margarita mix
distributor.  Dessert Pepper Trading Company specializes in the
grocery side of the business.  El Paso Chile and Desert Pepper
Tradihg filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Lead Case No. 08-30949).  Bernard R. Given, II, Esq., at
Beck & Given, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets of $1 million to
$100 million, and debts of $1 million to $100 million.


FANNIE MAE: TARP Draw Won't Affect S&P's 'C' Preferred Rating
-------------------------------------------------------------
On Jan. 26, 2009, Fannie Mae filed an 8-K Report with the SEC
indicating that it anticipates making its first draw under the
U.S. Treasury's $100 billion senior preferred stock purchase
agreement.  The Treasury entered into this agreement in September
with Fannie Mae's regulator, the Federal Housing Finance Agency
(FHFA), with the FHFA acting as Fannie Mae's conservator.

This announcement will have no impact upon Standard & Poor's
Ratings Services' current ratings on Fannie Mae's senior unsecured
debt (AAA/Stable/A-1+), subordinated debt ('A'), and preferred
stock ('C').  Fannie Mae has indicated that its preferred stock
draw could be in the range of $11 billion to $16 billion -- this
amount is subject to material revision as Fannie Mae finalizes its
yearend financial statements.

The range of the draw reflects management's current estimate of
the firm's fourth-quarter results and its anticipation of a net
loss due to credit expenses and fair value losses (for example, on
interest rate derivatives) among other items.

After posting a third-quarter loss of $29 billion due to a noncash
charge of $21.4 billion to establish the deferred tax asset
valuation, Fannie Mae's earnings outlook remains grim, given the
weak mortgage markets, its continued posting of sizeable
unrealized losses on interest rate derivatives, and its
conservatorship status.  As a result, S&P believes capital
measures will remain weak on a managed asset basis and the
likelihood for an operating loss in 2009 is not out of the
question.  Fannie Mae ended third-quarter 2008 with core capital
of only $16.6 billion -- $16.4 billion less than its statutory
minimum capital requirement.  While Fannie Mae is in
conservatorship, the FHFA is suspending regulatory capital
requirements and classifications as per the Treasury's senior
preferred stock purchase agreement.  During this time, Fannie Mae
has been directed to focus its efforts on attaining a positive
stockholder's equity position, which was down to $9.3 billion as
of Sept. 30, 2008.


FLYING J: Diesel & Fuel Plant Shutdown Extended to Almost 30 Days
-----------------------------------------------------------------
Charlie Morasch at Landlinemag.com reports that The Flying J's Big
West diesel and fuel refinery in Bakersfield has remained closed
for almost a month, after the company closed it for 10-day
maintenance early this month.

According to Landlinemag.com, many industry insiders speculated
that the plant might not reopen, which could lead to higher gas
and diesel prices.

Landlinemag.com quoted Flying J spokesperson Peter Hill as saying,
"At this point there really isn't any update I can provide.  As
things stand, they're working with suppliers.  Hopefully, there
will be something to announce soon."

                           About Flying J

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


FLYING J: Section 341(a) Meeting Scheduled for January 29
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of Flying J Inc. and its affiliated
debtors on Jan. 29, 2009, at 10:00 a.m., (ET) at 844 North King
Street at J. Caleb Boggs Federal Building in Room 2112, 2nd Floor,
in Wilmington, Delaware.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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.

                           About Flying J

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


FLYING J: U.S. Trustee Forms Seven-Member Creditor Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Flying J Inc. and its debtor-affiliates.

The members of the committee are:

   1) Zions First National Bank
      Attn: James P. Elkins
      1 South Main Street, Suite 500
      Salt Lake City, Utah 84133-1109
      Tel: (801) 594-8453
      Fax: (901) 524-4726

   2) Berry Petroleum Company
      Attn: John Bonanno
      1999 Broadway, Suite 3700
      Denver, CO 80202
      Tel: (303) 999-4400
      Fax: (303) 999-4122

   3) BP Products North America Inc.
      Attn: Pamela Green
      3333 Warrenville Road
      Lisle, IL 60532
      Tel: (630) 245-3345
      Fax: (630) 245-3513

   4) Newfield Production Company
      Attn: Thomas Randle Hairr
      363 N. Sam Houston Parkway E., Suite 2020
      Houston, TX 77060
      Tel: (281) 674-2544
      Tel: (281) 405-4204

   5) Plains Marketing, L.P.
      Attn: Charles Kingswell-Smith
      333 Clay Street, Suite 1600
      Houston, TX 77002
      Tel: (713) 993-5318
      Fax: (713) 646-4313

   6) United Steelworkers
      Attn: David R. Jury
      Associate General Counsel
      Five Gateway Center, Room 80
      Pittsburgh, PA 15222
      Tel: (412) 562-2545
      Fax: (412) 562-2429

   7) Coca Cola Enterprises, Inc.
      Attn: Richard Stiteler
      521 Lake Kathy Drive
      Brandon, FL 33510-3981
      Tel: (813) 569-3708
      Fax: (813) 569-3868

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.

                           About Flying J

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


FLYING J: Committee Seeks Pachulski Stang as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of Flying J Inc. and
its debtor-affiliates ask the United States Bankruptcy Court for
the District of Delaware for permission to employ Pachulski Stang
Ziehl & Jones LLP as its counsel.

The firm will:

   a) assist, advise and represent the Committee in its
      consultations with the Debtors regarding the administration
      of these cases;

   b) assist, advise and represent the Committee with respect to
      the Debtors' retention of professionals and advisors with
      respect to the Debtors' businesses and these cases;

   c) assist, advise and represent the Committee in analyzing
      the Debtors' assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales, any asset dispositions,
      financing arrangements and cash collateral stipulations or
      proceedings;

   d) assist, advise and represent the Committee in any
      manner relevant to reviewing and determining the Debtors'
      rights and obligations under leases and other executory
      contracts;

   e) assist, advise and represent the Committee in
      investigating the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the Debtors' operations
      and the desirability of the continuance of any portion of
      those operations, and any other matters relevant to this
      case or to the formulation of a plan;

   f) assist, advise and represent the Committee in its
      participation in the negotiation, formulation and drafting
      of a plan of liquidation or reorganization;

   g) advise the Committee on the issues concerning the
      appointment of a trustee or examiner under Section 1104;

   h) assist, advise and represent the Committee in
      understanding its powers and its duties under the
      Bankruptcy Code and the Bankruptcy Rules and in performing
      other services as are in the interests of those represented
      by the Committee;

   1) assist, advise and represent the Committee in the
      evaluation of claims and on any litigation matters,
      including avoidance actions; and

   J) provide other services to the Committee as may be
      necessary in these cases.

The firm's professionals and their compensation rates are:

      Professional                    Hourly Rate
      ------------                    -----------
      Robert J. Feinstein, Esq.          $795
      Debra 1. Grassgreen, Esq.          $695
      James E. O'Neil, Esq.              $535
      Ilan D. Scharf, Esq.               $425
      David A. Abadir, Esq.              $350
      Kathe F. Finlayson, Esq.           $225

Robert J. Feinstein, Esq., a partner of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Feinsten can be reached at:

      Robert J. Feinstein, Esq.
      Pachulski Stang Ziehl & Jones LLP
      780 Third Avenue, 36th Floor
      New York, NY 10017-2024
      Tel: (212) 561-7700
      Fax: (212) 561-7777
      http://www.pszjlaw.com/

                           About Flying J

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


FOAMEX LP: Misses Payments, Flirts With Chapter 22
--------------------------------------------------
Foamex LP is flirting with Chapter 22 after it missed $7.3 million
in interest payments due at the end of the Jan. 21 grace periods
on the $325 million first-lien term loan and the $47 million
second-lien term loan, Bloomberg's Bill Rochelle reports.

The company and eight affiliates filed for chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' Second Amended Joint
Plan of Reorganization.  The Plan became effective and the company
emerged from chapter 11 bankruptcy on February 12, 2007.

As reported by the Troubled Company Reporter, Foamex International
Inc. has said it anticipates entering into a forbearance agreement
with each of its revolving credit facility lenders and its first
lien lenders as soon as possible.

Foamex on Friday announced several significant developments in its
efforts to restructure its balance sheet and enhance long term
value while continuing normal business operations.  Foamex said it
is engaged in discussions with certain lenders holding more than a
majority of its First Lien Term Loans regarding restructuring
options including, without limitation, a possible amendment to the
Company's First Lien Term Loan facility.

In addition, to continue the process for a restructuring of its
balance sheet and in consideration of its best long-term interest,
Foamex has not made the $7.3 million interest payment on its First
Lien and Second Lien Loans that was due by January 21, 2009, upon
expiration of the applicable grace period.

"[The] actions are consistent with our number one priority over
the past two years to deleverage," said Jack Johnson, President
and Chief Executive Officer.  "We will continue to negotiate with
our First Lien lenders to strengthen our business by restructuring
our debt. We have reduced debt by approximately $240 million in
the last two years."

"Importantly, these steps and our ongoing negotiations should have
no effect on Foamex's day-to-day operations.  We continue to have
enough cash to support our daily operations and Bank of America,
the agent for our Revolving Credit facility, continues to work
constructively with us during these discussions. We remain
committed to continuing to provide our loyal customers with the
high level of service and products to which they are accustomed
and to maintaining strong supplier relationships," Johnson
continued.

                   About Foamex International Inc.

Foamex International, Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces  polyurethane foam-based
solutions and specialty comfort products. The Company services the
bedding, furniture, carpet cushion and automotive markets and also
manufactures high-performance polymers for diverse applications in
the industrial, aerospace, defense, electronics and computer
industries.

                           *     *     *

Standard & Poor's Ratings Services has lowered its corporate
credit rating on Foamex L.P. to 'D' from 'CCC+'.  At the
same time, S&P lowered the issue-level rating on the company's
$425 million first-lien term loans to 'D' from 'CCC+', with a
recovery rating of '4', indicating S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.  S&P also
lowered the issue-level rating on the company's $175 million
second-lien term loans to 'D' from 'CCC-', and the recovery rating
is '6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a default.

Moody's Investors Service downgraded Foamex L.P.'s Probability of
Default Rating to D from Caa2 and its Corporate Family Rating to
Ca from Caa2.  Moody's also downgraded the company's first lien
term loan to Ca from Caa2 and its second lien term loan to C from
Caa3.  The outlook is negative.


FORD MOTOR: Bank Loan Sells at 65% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co.  is
a borrower traded in the secondary market at 35.07 cents-on-the-
dollar during the week ended January 23, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.62 percentage points from
the previous week, the Journal relates.  Ford pays 300 basis
points over LIBOR to borrow under the facility.  The bank loan
matures December 15, 2013, and carries Moody's B2 rating and
Standard & Poor's CCC+ rating.

Participations in the loan traded in the secondary market at 37.69
cents-on-the-dollar during the week ended January 16, 2009.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 45.43
cents-on-the-dollar during the week ended January 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.21
percentage points from the previous week, the Journal relates.  GM
pays 275 basis points over LIBOR to borrow under the facility.
The bank loan matures November 27, 2013, and carries Moody's B3
rating and Standard & Poor's CCC rating.

Also, participations in a syndicated loan under which Lear Corp.
is a borrower traded in the secondary market at 46.50 cents-on-
the-dollar during the week ended January 23, 2009.  This
represents a drop of 1.70 percentage points from the previous
week.  Lear pays 250 basis points over LIBOR to borrow under the
facility.  The bank loan matures March 29, 2012.  The loan is
unrated.

                     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.


FORD MOTOR: Finance Unit Will Lay Off 20% of Work Force
-------------------------------------------------------
Keith Naughton and Jeff Green at Bloomberg News report that Ford
Motor Co.'s finance unit, Ford Credit, will lay off 1,200
employees, about 20% of its workforce starting at the middle of
February, as part of a cost-cutting move.

Bloomberg quoted Ford Credit spokesperson Margaret Mellott as
saying, "This will help us keep our costs in line with our
receivables and the lower industry sales overall."  Citing Ms.
Mellott, Bloomberg relates that Ford Credit needs fewer workers
with the sale of the Jaguar and Land Rover brands to Tata Motors
Ltd. and the end of its financing relationship with affiliate
Mazda Motors Corp.

According to Bloomberg, Ford Credit will stop the layoffs by the
end of July.

          Planned Termination of Jobs Bank Program

Citing Ford Motor spokesperson Marcey Evans, Bree Fowler at The
Associated Press relates that the company continues to negotiate
with the union about the future of the jobs bank, which included
about 1,400 Ford Motor workers as of November 2008.

          $9.9 Billion Proposal From Canadian Gov't

Doug Alexander at Bloomberg News reports that Chrysler LLC and
Ford Motor Co. said that the Canadian government's proposal to
purchase pools of auto loans and leases for $9.9 billion may help
revive declining auto sales.  According to Bloomberg, the federal
budget included a government pledge to buy securities backed by
loans and leases for autos and equipment, under Canadian Secured
Credit Facility, to boost lending in Canada.

Bloomberg quoted Chrysler's Canadian business president Reid
Bigland as saying, "Improving access to financing is critical
medicine that the Canadian economy needs right now to return to
health.  The creation of the Canadian Secured Credit Facility to
support financing of vehicles is a big step forward to helping
automobile sales in Canada."

Shawn Langlois at MarketWatch states that Ford Motor is expected
to post a fourth-quarter loss of almost $3 billion.

                     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.


FREESCALE SEMICONDUCTOR: Weaker Sales Cue Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family (to
Caa1) and long-term debt ratings (senior secured to B1; senior
notes to Caa2; and senior subordinated notes to Caa3) of Freescale
Semiconductor, Inc.  Simultaneously, Moody's downgraded the
speculative grade liquidity rating to SGL-3 from SGL-1.  The
outlook remains negative.

The rating actions were prompted by prospects of continued
materially weaker sales in the global automotive sector, an end
market where Freescale has significant customer exposure, as well
as reduced earnings contribution from a likely separation or
downsizing of its cellular business.  Combined with Moody's
expectation that revenues will remain depressed through 2009,
Moody's believes that Freescale's profitability will remain weak
and free cash flow will be negative, placing additional stress on
the company's liquidity.  While the company has adequate liquidity
to service its funding needs over the next 12 months, Moody's is
concerned that Freescale's highly leveraged capital structure may
prove unsustainable if profitability were to deteriorate for an
extended period, which could prompt the company to explore a
restructuring of some or all of its debt.

These ratings were downgraded:

  -- Corporate Family Rating (New) to Caa1 from B1

  -- Probability of Default Rating to Caa1 from B1

  -- $ 750 Million Senior Secured Revolving Credit Facility due
     2012 to B1 (LGD-2, 17%) from Ba1 (LGD-2, 17%)

  -- $3.50 Billion Senior Secured Term Loan B Facility due 2013
     to B1 (LGD-2, 17%) from Ba1 (LGD-2, 17%)

  -- $2.35 Billion Senior Unsecured Notes due 2014 to Caa2
     (LGD-4, 65%) from B2 (LGD-4, 65%)

  -- $ 500 Million Senior Unsecured Floating Rate Notes due 2014
     to Caa2 (LGD-4, 65%) from B2 (LGD-4, 65%)

  -- $1.50 Billion Senior Unsecured Toggle Notes due 2014 to Caa2
     (LGD-4, 65%) from B2 (LGD-4, 65%)

  -- $1.60 Billion Senior Subordinated Unsecured Notes due 2016
     to Caa3 (LGD-6, 92%) from B3 (LGD-6, 92%)

  -- Speculative Grade Liquidity Rating to SGL- 3 from SGL-1

In a credit opinion dated August 5, 2008, Moody's stated that
"ratings could experience downward pressure if end market demand
weakens further or remains soft for a protracted period resulting
in lower-than-anticipated operating cash flow, weak FCF
generation, Moody's adjusted debt to EBITDA above 6.0x for an
extended period and/or reduction in liquidity".  Since then, two
negative factors have unfolded, prompting the downgrades.

First, there is recent evidence that weakness in U.S. automotive
segment, which has been apparent for some time, has spread to the
European and Asian automakers resulting in a severe global
contraction in automotive sales volumes, which is expected to
negatively affect the company.  Given that approximately 30% of
Freescale's revenues are exposed to automotive OEMs and suppliers,
the company is vulnerable to declining vehicle demand, which
Moody's expects to continue in 2009, resulting in lower operating
profitability.

Second, the impact of the likely sale, restructuring and/or
transformation of the cellular chipset business on Freescale's
earnings and balance sheet is viewed as a negative rating driver.
Though Moody's believes the company will be better able to
allocate R&D and capital resources more effectively across its
remaining core businesses, a significantly downsized mobile
business would result in diminished revenues and EBITDA, a smaller
asset base, temporarily higher fixed cost absorption and
additional expenses associated with discontinued or reduced
operations.  Additionally, Moody's expects EBITDA contribution
from the remaining core businesses to remain weak over the next
year due to the deteriorating macro-economic environment.
Finally, to the extent the company is able to sell all or part of
its wireless business, it is likely that net sales proceeds would
not be great enough to materially reduce Freescale's $9.6 billion
debt load (Moody's adjusted) given depressed asset values in the
current environment.

As a consequence of these issues, Moody's anticipates Freescale
will experience a steep decline in revenues, lower margins and
negative FCF in 2009, resulting in weaker credit protection
measures and Moody's adjusted debt to EBITDA well above 6.0x for
an extended episode.

The downgrade of the speculative grade liquidity rating to SGL-3
(reflecting adequate liquidity) is based on Moody's expectations
of materially weaker internal cash generation and negative FCF
over the next 12 months, resulting in erosion in Freescale's cash
balances.  It also considers the company's reduced availability
under its $750 million revolver following a $460 million drawdown
in late October 2008 and $184 million drawdown in January 2009.
Moody's note that Freescale has $46 million of availability under
its revolver since the $60 million commitment from Lehman
Commercial Paper, Inc. is not expected to be honored following
that entity's filing for bankruptcy protection in early October
2008.  Though liquidity is supplemented by sizeable cash and
short-term investments totaling $1.4 billion as of December 2008
($1.6 billion pro forma for the recent revolver draw), no debt
maturities over the next three years and no financial covenants,
financial flexibility has markedly diminished.  Freescale recently
elected to exercise the PIK feature on the $1.5 billion toggle
notes for the June 15, 2009 interest payment. With internal cash
generation anticipated to remain weak, Moody's expects the company
to continue to use the PIK feature over the next year, saving
roughly $137 million of annual cash interest expense.

The negative rating outlook reflects expectations of continued
margin pressure and profitability weakness given the difficult end
market and customer conditions.

The rating could experience additional downward pressure to the
extent demand for Freescale's embedded processors were to weaken
further and earnings were to fall short of expectations or
liquidity experiences additional restriction.  The negative rating
outlook could be stabilized over time if Freescale demonstrates a
sustained return to improved profitability and positive FCF
generation, plus de-leveraging through expanded EBITDA or debt
reduction without impairing its liquidity profile.

The last rating action was on December 6, 2007, when Moody's
lowered Freescale's CFR to B1 and maintained the negative outlook.
Freescale's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as:
(i) the business risk and competitive position of the company
versus others within the industry; (ii) the capital structure and
financial risk of the company; (iii) the projected performance of
the company over the near-to-intermediate term; and (iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
Freescale's core industry and Freescale's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues and EBITDA (Moody's
adjusted) for the twelve months ended September 30, 2008 were
$5.8 billion and $1.6 billion, respectively.


FRESNO PACIFIC: Moody's Cuts Rating to 'Ba2'; Keeps Neg. Outlook
----------------------------------------------------------------
Moody's Investor's Service has downgraded to Ba2 from Baa3 the
rating on Fresno Pacific University.  The outlook remains
negative.  The rating applies to $6.5 million of 2000 Series A
bonds issued through the California Educational Facilities
Authority.  The downgrade and negative outlook reflect Moody's
concern regarding the University's very low levels of liquidity,
reliance on operating lines of credit and weakened operating
performance and plans for an $8 million loan from the Mennonite
Brethren Foundation.

Legal security: The rated Series 200 bonds are secured by a pledge
of gross revenues and a mortgage on certain Real Property of the
University.  The bonds are further secured by an irrevocable
guarantee of the Fresno Pacific University Foundation, which is
consolidated within the University's audit, limited to the
unrestricted assets of the Foundation.  Up to
$4 million of the Foundation's obligations are indemnified by the
AIMS Educational Foundation, a separate not-for-profit
organization affiliated with FPU.

Interest rate derivatives: FPU has entered into two variable to
fixed rate swap agreements with the Bank of the West for the
notional amounts of $3 million and $2.1 million to manage its
variable rate exposure on a term loan with the Bank.  As long as
loans are performing as agreed, the termination of the swap is at
the discretion of the University and there are no provisions which
require collateral posting or allow the counterparty the right to
terminate if the University's rating is downgraded below Baa3.
According to the University's financial audit, the fair value of
the swap as of April 30, 2008 was a negative $196,628.

                             Strengths

* Continued increase in total enrollment levels (1,994 full-time
  equivalent students), resulting from a mixture of program
  offerings on its main campus in Fresno and three regional
  campuses as well as the University's growing enrollment of
  degree-completion students;

* Total net tuition revenue continues to grow (up 4.7% in
  FY2007), although net tuition per student has fluctuated as the
  enrollment mix across traditional undergraduates, graduate
  students, and degree completion students shifts; net tuition
  per student decreased by 3% to $14,568 in fiscal 2008;
  continued growth of student charges is essential as they
  represent nearly 88% of the University's operating revenue.

                            Challenges

* The University continues to struggle with limited unrestricted
  liquidity (negative unrestricted financial resources for the
  past 3 years), with substantial portions of the University's
  expendable financial resources representing less liquid
  collections of art;

* Operating performance has weakened with the average three-year
  operating margin measuring at negative 6% with less than one
  times coverage of debt service from operating cash flow.  In
  the beginning of FY2010, FPU expects to depend on a line of
  credit of approximately $2.5 million which has not been secured
  yet;

* Challenging market position for traditional undergraduate
  students, as FPU competes against numerous private and public
  universities in California including the nearby University of
  California at Merced campus, offering programs at a lower price
  than Fresno Pacific;

* Current debt structure includes approximately $15 million of
  bank debt and loans from individuals.  This remains a weakness
  as these loans are typically for shorter terms than long-term
  bonds.  Furthermore, the University will be refinancing
  approximately $8 million of outstanding operating lines of
  credit into a three-year loan with a foundation through the
  Mennonite church, the University's affiliated religious
  background.

                       Recent Developments

Moody's downgrade and maintenance of the negative outlook reflect
continued concern about the liquidity of the University.  Although
total cash and investments, as calculated by Moody's measured at
$22.7 million at the end of FY2008, FPU's unrestricted financial
resources have been negative for three consecutive years.
Further, Moody's expect that the University, like most endowments,
has experienced investment losses since the close of FY 2008.  The
University has substantial holdings of real estate and collections
of art that hold value and are captured within financial resources
but not investments, by Moody's calculation.  Moody's believes
these investments are far less liquid however than publicly traded
securities has therefore reclassified them from unrestricted net
assets to temporarily restricted net assets.  Unrestricted cash
measured at negative $10.7 million in FY2008.

In addition, Moody's expects modest gift revenues to be unable to
absorb broad investment losses caused by current market
conditions.  With a projected 30% decline since the end of FY2008,
adjusted expendable resources provide a slim cushion of 0.6 times
for pro-forma debt and less than a half year of operations, and
projected cash and investments (with 30% reduction) would cover
debt 0.6 times.

Financial operations have also weakened with average operating
margin now at negative 1.6%.  Throughout FY2008, the University
relied on approximately $8 million of various lines of credit for
operations due in part to lower than expected enrollment for the
spring term.  Over the next month, the University expects to
refinance these outstanding lines with one three-year loan from
the Mennonite Brethren Foundation, a not-for-profit foundation
associated with the Mennonite church, the University's affiliated
church.  Moody's has not yet seen the final terms of the loan but
FPU's overall debt structure remains a weakness as this loan as
well as several other outstanding lines are for shorter terms than
long-term bond holders and may potentially be terminated in a
short timeframe on various covenant violations, including
additional indebtness of over $500,000.  Management expects to
refinance the University's entire debt portfolio within the next
three years.  Furthermore, FPU will need to rely on an additional
line of credit for expected cash flow shortfalls this summer, even
as they will receive an infusion of $1.7 million cash from a real
estate sale.  Should the University be unable to secure the amount
needed for this shortfall, Moody's expects further negative
pressure on FPU's rating.

Management has taken certain steps to control expense growth and
budget conservatively.  In addition, plans for a new residence
hall and co-generation plant have been postponed, which would have
added additional debt to the University's already leveraged
profile.  Pressures lie ahead however with certain fixed capital
expenditures such as rental expense set to increase in FY2010.
Already, operating cash flow does not currently provide one times
coverage.  Moody's expects further negative pressure on the rating
should operations continue to weaken despite curbed expenses for
the next several years.

Fresno Pacific has continued to grow enrollment with a total
enrollment count of 1,994 full-time equivalents, a 28% increase
over five years.  This increase has been driven by strong growth
in FPU's degree completion program which has offset continued
declines in the traditional undergraduate program.  Traditional
undergraduate FTE enrollment fell from a peak of 1,027 in fall
2005 to 831 in fall 2008, compared to growth in the degree
completion students from 339 to 624 over the same time period.
The traditional undergraduate program now represents only 42% of
total enrollment compared to 56% in fall 2005.  This decline has
been somewhat attributable to the opening of a University of
California at Merced campus, approximately 1 hour drive away.
Management expects flat enrollment for fall 2009.

                              Outlook

The negative outlook is based on the continued low levels of
liquidity at Fresno Pacific University, weakened operating
performance with reliance on operating lines of credit, expected
increase in debt near-term, combined with a dynamic enrollment
history and challenging market for traditional undergraduate
students.

                 What Could Change The Rating - Up

Unlikely in the near-term given outlook; longer term substantial
stability and growth in traditional undergraduate enrollment;
large increases in unrestricted liquidity and cash flow adequately
covering debt service

                What Could Change The Rating - Down

Failure to secure the necessary line of credit; weaker operating
performance; additional borrowing beyond that which is expected
without rapid growth in liquidity

Key Indicators (Fall 2008 enrollment data and FY 2008 audited
financial data unless otherwise stated):

  * Total Enrollment: 1,995 full-time equivalents

  * Total Pro-Forma Direct Debt: $25.8 million (including loan
    from MB Foundation and expected paydown of various lines of
    credit)

  * Total Resources (as of 4/30/2008): $31 million ($22 million
    assuming a pro-forma 30% reduction in financial resources)

  * Expendable Resources to Pro-Forma Debt: 0.9 times (0.6 times
    assuming a pro-forma 30% reduction in financial resources)

  * Expendable Resources to Operations: 0.6 times (0.4 times
    assuming a pro-forma 30% reduction in financial resources)

  * Three-Year Average Operating Margin: -1.6%

  * Three-Year Average Debt Service Coverage: 1.5 times

  * Operating Cash Flow Margin: 4.4%

                           Rated Debt

  * CEFA Series 2000A: Ba2

The last rating action was on December 2, 2007 when Fresno Pacific
University's rating and negative outlook was affirmed.


FULTON HOMES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that Fulton Homes
Corp. has filed for Chapter 11 bankruptcy protection.

Phoenix Business Journal quoted Rosario Glasco of Knoodle Shop,
Fulton Homes' public relations firm as saying, "This [Chapter 11
filing] does not affect home warranties or customer service."

According to Phoenix Business Journal, Greg Burger, co-principal
of research firm R.L. Brown Housing Reports, said, "I have no
doubt they will restructure and emerge as a dominant player in
metro Phoenix in the future."

Fulton Homesfiled a bare-bones Chapter 11 petition on January 27,
before the U.S. Bankruptcy Court for the District of Arizona,
Bloomberg's Bill Rochelle reports.  According to Mr. Rochelle, the
petition was accompanied by none of the papers ordinarily filed on
the first day of a bankruptcy reorganization.  The lawyer who
filed the petition said his firm received a $500,000 retainer for
services to be rendered during the Chapter 11 case.

Fulton Homes Corp. was founded more than 30 years ago by Ira
Fulton, the father of the company's president Doug Fulton.  The
company has 21 communities in some stage of development, primarily
in the far southeast and far northwest suburbs.

Fulton Homes is one of the largest homebuilders in Arizona,
according to its Web site.  The Web site shows 21 projects around
Phoenix. In its bankruptcy petition, Fulton Homes estimated that
its assets and debt both exceed $100 million.


FULTON HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Fulton Homes Corporation
        9140 S. Kyrene
        Tempe, AZ 85284

Bankruptcy Case No.: 09-01298

Type of Business: The Debtor is home builder.

                  See: http://www.fultonhomes.com/

Chapter 11 Petition Date: January 27, 2009

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr

Debtor's Counsel: Mark W. Roth, Esq.
                  Shughart Thomson & Kilroy PC
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  mroth@stklaw.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by Douglas S. Fulton, chief financial
officer.


G-I HOLDINGS: U.S. Government Objects to Plan Confirmation
----------------------------------------------------------
Bankruptcy Data reports that the United States has asked the
U.S. Bankruptcy Court for the District of New Jersey to deny
confirmation of G-I Holdings Inc.'s plan of reorganization.

As reported by the Troubled Company Reporter on December 19, 2008,
the Court approved the First Amended Disclosure Statement for the
Second Amended Joint Plan of G-I Holdings Inc. and ACI Inc., dated
Dec. 3, 2009.

The Court held a hearing to consider confirmation of the the Plan
yesterday.

According to Bankruptcy Data, the United States argues that the
Plan:

   (1) fails to provide the United States' priority tax claim
       deferred cash payments,

   (2) fails to provide the priority tax claim with the "value"
       of its claim by not providing interest at the rate set by
       26 U.S.C. Section 6621 and

   (3) improperly grants releases to non-Debtors of post-petition
       interest on the tax debts.

Holders of unsecured claims against G-I are expected to recover
8.6% while holders of unsecured claims against ACI will recover
100 cents on the dollar.  The Debtors did not specify the expected
recovery by asbestos claimants but acknowledged that these
claimants are impaired under the plan.

Holders of equity interests in G-I and ACI, with the exception of
Class B shareholders, will not receive any distributions on
account of their equity interests and thus, will be deemed to
reject the plan.  Existing equity interests in the Debtors will be
extinguished pursuant to the Plan.  The Debtors will issue G-I
Class B Shares and ACI Class B Shares prior to the Effective Date,
which will remain outstanding.

Section 1129(a)(8) of the Bankruptcy Code requires that each class
of claims or interests under a plan has either accepted the plan
or is not impaired under the plan.  The Debtor, however, are
expected to seek confirmation of the Plan under Section
1129(b)(1)'s "cramdown" provision.  Under the cramdown provision,
notwithstanding Section 1129(a)(8), upon the request of the plan
proponent, the plan may be confirmed if it does not discriminate
unfairly, and is fair and equitable, with respect to each class of
claims or interests that is impaired under, and has not accepted,
the plan.

A full-text copy of the Amended Chapter 11 Plan, dated Dec. 3,
2008, is available for free at:

               http://researcharchives.com/t/s?366d

A full-text copy of the Amended Disclosure Statement, dated
Dec. 3, 2008, is available for free at:

               http://researcharchives.com/t/s?366e

              More than $875-Mil. for Asbestos Claims

The Plan resolves G-I's liability for asbestos claims by
channeling them to an asbestos trust.  The Debtors will transfer
up to $215 million in cash, a note in the amount of $560 million,
and other consideration to the asbestos trust.  The Debtors did
not specify the expected recovery by asbestos claimants but
acknowledged that these claimants are impaired under the plan.

Holders of asbestos personal injury claims will be permanently
enjoined from pursuing their claims against the Reorganized
Debtors, Building Materials Corporation of America, and certain
other parties, and will look solely to the asbestos trust for
payment of their claims.

The asbestos trust will not assume liability for these claims,
whether or not asserted before the conclusion of G-I's Chapter 11
cases, and whether or not related, directly or indirectly, to
asbestos:

     (i) Workmens' Compensation Claims,

    (ii) Environmental Claims,

   (iii) Asbestos Property Damage Claims,

    (iv) Asbestos Property Damage Contribution Claims,

     (v) Bonded Claims (other than any deficiency portion of a
         Bonded Asbestos Personal Injury Claim),

    (vi) Indirect Trust Claims held by an Affiliate or

   (vii) the claims of the Center for Claims Resolution, Inc. or
         its members.

                       About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for Chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Martin J.
Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q. Karcher,
Esq., at Dewey & Leboeuf LLP, represents the Debtors as counsel.
Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig,
Scherer, Hyland, represent the Debtors as co-counsel.  Lowenstein
Sandler PC represents the Official Committee of Unsecured
Creditors.  Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, P.L.L., represents the
Futures Representative.


GENERAL MOTORS: Bank Loan Sells at 55% Off in Secondary Market
--------------------------------------------------------------
participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 45.43 cents-
on-the-dollar during the week ended January 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.21 percentage points
from the previous week, the Journal relates.  GM pays 275 basis
points over LIBOR to borrow under the facility.  The bank loan
matures November 27, 2013, and carries Moody's B3 rating and
Standard & Poor's CCC rating.

Participations in the loan traded in the secondary market at 47.64
cents-on-the-dollar during the week ended January 16, 2009.

Meanwhile, participations in a syndicated loan under which Ford
Motor Co. is a borrower traded in the secondary market at 35.07
cents-on-the-dollar during the week ended January 23, 2009.  This
represents a drop of 2.62 percentage points from the previous
week, the Journal relates.  Ford pays 300 basis points over LIBOR
to borrow under the facility.  The bank loan matures December 15,
2013, and carries Moody's B2 rating and Standard & Poor's CCC+
rating.  Participations in the loan traded in the secondary market
at 37.69 cents-on-the-dollar during the week ended January 16,
2009.

Also, participations in a syndicated loan under which Lear Corp.
is a borrower traded in the secondary market at 46.50 cents-on-
the-dollar during the week ended January 23, 2009.  This
represents a drop of 1.70 percentage points from the previous
week.  Lear pays 250 basis points over LIBOR to borrow under the
facility.  The bank loan matures March 29, 2012.  The loan is
unrated.

                   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: Will End Jobs Bank Program, Gets Union's Okay
-------------------------------------------------------------
Jeff Bennett and Alex P. Kellogg at The Wall Street Journal report
that General Motors Corp. said on Wednesday that it has reached an
agreement with the United Auto Workers union to end its jobs bank
program, in which laid-off workers continued to get most of their
pay.

Jeff Bennett at Dow Jones Newswires says that the program will end
on Monday.

WSJ relates that the planned termination of the jobs bank will
affect about 1,600 GM employees, who must then apply for state and
federal unemployment benefits.  WSJ states that workers will get
some GM-subsidized payments along with their unemployment
benefits.

With the termination of program, GM will be able to use state
unemployment benefits to help cover some of the costs of paying
the employees, WSJ reports.

WSJ says that the UAW had agreed to suspend the jobs bank to help
GM win government aid.

According to WSJ, the termination of the program is part of GM's
efforts to lessen costs as required by the terms of the government
bailout loans.  The report says that GM has received $9.4 billion
from the government and will get an additional
$4 billion in February.  GM, along with Chrysler LLC, must submit
to the government restructuring plans by Feb. 17 that show they
can become "viable," the report states.  The U.S. Treasury,
according to the report, released loan contracts requiring the two
firms to present detailed monthly financial reports through 2010
and submit yearly reports from 2010 through 2014.


                       *     *     *

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.


GOOCH'S POWER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gooch's Power Sports, Inc.
        P.O. Box 1563
        Hendersonville, TN 37077

Bankruptcy Case No.: 09-00549

Chapter 11 Petition Date: January 20, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $378,838

Total Debts: $1,048,556

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

            http://bankrupt.com/misc/tnmb09-00549.pdf

The petition was signed by Oral Rickey Gooch, President of the
company.


GOTTSCHALKS INC: U.S. Trustee Forms Seven-Member Creditor Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors serve on an Official Committee of
Unsecured Creditors of Gottschalks Inc.

The members of the committee are

   1) Liz Claiborne
      Attn: Jeff Ansell
      One Claiborne Avenue
      North Bergen, N.J. 07047
      Tel: (201) 295-7205
      Fax: (201) 643-3006

   2) Finlay Fine Jewelry Corporation
      Attn: Joyce Manning Magrini
      529 Fifth Avenue
      New York, N.Y. 10017
      Tel: (212) 808-2084
      Fax: (212) 983-7516

   3) The Estee Lauder Companies, Inc.
      Attn: John Cammarata
      7 Corporate Center Drive
      Melville, NY 11747
      Tel: (631) 847-8470
      Fax: (631) 847-8474

   4) Jones Apparel Group, Inc.
      Attn: Joseph Zufolo
      180 Rittenhouse Circle
      Bristol, PA 19007
      Tel: (215) 781-5271
      Fax: (215) 826-6901

   5) Alfred Dunner, Inc.
      Attn: Raymond Barrick
      1411 Broadway
      New York, N.Y. 10018
      Tel: (212) 944-6660
      Fax: (212) 221-4518

   6) The Macerich Company
      Attn: David M. Short
      401 Wilshire Blvd., Ste. 700
      Santa Monica, CA 90401
      Tel: (310) 394-6000
      Fax: (310) 393-0756

   7) GGP Limited Partnership
      Attn: Julie Minnick Bowden
      110 N. Wacker Drive
      Chicago, IL 60606,
      Tel: (312) 960-2707
       Fax: (312) 442-6874

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.

                        About Gottschalks

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

The 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.


GREEN BUILDERS: Receives NYSE Alternext Non-Compliance Notice
-------------------------------------------------------------
Green Builders, Inc. has received notice from the staff of the
NYSE Alternext US LLC -- formerly the American Stock Exchange --
that the Company is currently considered to be noncompliant with
certain listing requirements of the Exchange.

Specifically, the notice cited that the Company is not in
compliance with the Exchange Company Guide:

   (i) the Company has stockholders' equity of less than
       $2,000,000 and losses from continuing operations and net
       losses in two of its three most recent fiscal years
       (Section 1003(a)(i));

  (ii) the Company has stockholders' equity of less than
       $4,000,000 and losses from continuing operations and net
       losses in three of its four most recent fiscal years
       (Section 1003(a)(ii));

(iii) the Company has stockholders' equity of less than
       $6,000,000 and losses from continuing operations and net
       losses in its five most recent fiscal years (Section
       1003(a)(iii)); and

  (iv) the Company has sustained losses which are so substantial
       in relation to its overall operations or its existing
       financial resources, or its financial condition has become
       so impaired that it appears questionable, in the opinion
       of the Exchange, as to whether the Company will be able to
       continue operations and meet its obligations as they
       mature (Section 1003(a)(iv)).

The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by February 23, 2009, that demonstrates
the Company's ability to regain compliance with Section
1003(a)(iv) of the Company Guide by July 23, 2009, and Sections
1003(a)(i)-(iii) of the Company Guide within a maximum of 18
months.

The Company will evaluate whether or not it will submit a Plan. If
the Exchange accepts the Plan, then the Company may be able to
continue its listing during the plan period, during which time the
Company will be subject to periodic review to determine whether it
is making progress consistent with the Plan.  If the Company fails
to submit a Plan acceptable to the Exchange, or even if accepted,
if the Company is not in compliance with the continued listing
standards at the end of the plan period or the Company does not
make progress consistent with the Plan during such period, then
the Exchange would be expected to initiate delisting proceedings.

The Company's common stock continues to trade on Exchange.  The
Exchange has advised the Company that the Exchange is utilizing
the financial status indicator fields in the Consolidated Tape
Association's Consolidated Tape System and Consolidated Quote
Systems Low Speed and High Speed Tapes to identify companies that
are in noncompliance with the Exchange's continued listing
standards.  Accordingly, the Company will become subject to the
trading symbol extension ".BC" to denote such noncompliance.

The Company intends to explore all of its options and at this time
does not know whether it will be able to take the steps to regain
compliance with the Exchange's continued listing standards within
the time frame.


GUAM WATERWORKS: Fitch Affirms 'BB' Rating on $99.3 Mil. Bonds
--------------------------------------------------------------
In the course of routine surveillance, Fitch Ratings affirms the
'BB' rating on Guam Waterworks Authority's $99.3 million in
outstanding water and wastewater system revenue bonds, series
2005.  The bonds are secured by a senior lien pledge of net
revenues of the authority's combined water and wastewater system
(the system).  The Rating Outlook has been revised to Positive
from Stable.

The revision in Rating Outlook to Positive from Stable reflects
GWA's substantial progress to date in meeting regulatory
requirements stemming from a stipulated order.  The Outlook
revision also reflects the progress management has made with
regards to capital and financial planning, which provide a
blueprint for continued success in returning the system to
regulatory compliance and ensuring financial integrity.
The 'BB' rating reflects the system's adequate financial
performance, demonstrated management capabilities, and sizeable
amount of capital costs and rate pressure related to system
regulatory compliance and basic infrastructure needs.

Historically, the system has been plagued with weak financial
performance and violations of the federal Clean Water Act and Safe
Drinking Water Act, which necessitated involvement at the federal
regulatory level.  However, since 2002 when the authority's
governance was changed from an appointed board to an elected
governing board, significant strides have been made towards
returning the system to regulatory compliance and ensuring stable
operations.  Nevertheless, capital costs for necessary repairs
remains significant and will continue to pressure operations.  An
upgrade to the authority's rating will be dependent on the
timeliness of rate recovery and the authority's ability to
effectively execute its capital improvement program while
maintaining adequate financial performance.

From 1997-2002, the authority was a semi-autonomous agency of Guam
whose board members were appointed by the governor, and prior to
that was an agency of the government.  Over the last two decades,
deferred maintenance, along with natural disasters, has affected
operations, hindering the system's ability to comply with
regulatory requirements and leading to two consecutive consent
decrees from the Environmental Protection Agency, as well as
substantial fines.  Coupled with inadequate regulatory
performance, the system faced continued negative operating results
during this period, due in large part from lack of rate relief as
well as sizeable bad debt write-offs.  By 2001 the authority's
financial dilemma peaked with a $9 million judgment lodged against
the authority for failure to pay water services provided by the
Navy, a restructured $3.5 million line of credit through a private
vendor, and around $12 million in repayment obligations to the
Guam Power Authority (revenue bonds rated 'BB+' with a Positive
Outlook by Fitch) for cash flow borrowings and power costs in
arrears.

The U.S. EPA initiated legal proceedings to place the system in
receivership for failure to comply with outstanding consent
decrees in December 2002, immediately before a newly elected five-
member Consolidated Commission on Utilities took office in January
2003.  From 2003-2005 when the authority sold the bonds, the CCU
settled litigation related to the authority's debt and became
current in repayment of these obligations, petitioned and received
sizeable rate relief from the Public Utility Commission, hired an
experienced management team, reduced labor and operating costs by
over 20%, and began the process of bringing the system's
operations back to profitability.  In response to the EPA lawsuit,
the CCU negotiated the order with the EPA in June 2003 that
establishes definitive milestones for improving the authority's
management and organization, operations, financial administration,
facility construction and rehabilitation, and staff training that
will bring the system back into regulatory compliance with the CWA
and SDWA.

Since 2005, GWA management has made substantial progress in
meeting the milestones required under the order.  Operational
issues largely have been completed, and most of the major capital
projects have been or are expected to be completed by the end of
calendar 2009.  The schedule for some of the major capital items
required under the order have been delayed to varying degrees from
original timeframes established in the order, but fines have been
limited (around $250,000 since January 2004) and all fines have
been paid within 30 days of assessment.  In total, over $80
million has been invested in capital assets from fiscal 2003-2008,
with around $69 million in construction completed over the last
three fiscal years.

Pursuant to the order, GWA also commissioned a water resources
master plan (approved by the CCU in January 2007), which provides
a framework for continued improvement by detailing basic system
capital needs over a 20-year period ending in calendar 2026.  It
is expected that the EPA will extend or create a new stipulated
order at a later date that will include priority items contained
in the WRMP.  In total, base case capital needs identified in the
WRMP are sizeable at an estimated $894 million in 2007 dollars
through 2026 or $744 million under a minimum case (priority
needs), with $154 million in projects deferred to years 21-30.
WRMP capital costs are expected to be largely debt-financed.

To fund the remaining capital items required under the order, as
well as items detailed under the WRMP's minimum case scenario and
certain expansion related to the indirect impact of Guam's near-
term military buildup, GWA has prepared a five year capital
improvement program for fiscals 2009-2013 totaling $363 million.
Of this amount, over $320 million (88%) is expected to be derived
from future borrowings, including an issuance in calendar 2010
that is estimated at $148 million.  Remaining funding is expected
to come from surplus system revenues and grants.

Financial performance in recent years has been adequate, but
margins are slim.  For unaudited fiscal 2008 annual debt service
coverage on the bonds was 1.3 times, while days cash and days of
working capital was just 23 and 39 days, respectively.  In
addition, free cash was just 20% of depreciation for the period.
At the time of Fitch's initial rating in 2005, GWA projected ADS
coverage of 3.2x in fiscal 2008.  Part of the reason for GWA's
weaker financial performance from earlier projections has been the
result of smaller and less frequent rate adjustments by the CCU
and PUC than originally estimated.  Overall, rates were projected
to rise 8% annually beginning in fiscal 2006 and continuing
through fiscal 2010, but instead were only increased 3% in fiscal
2006 and no adjustment was enacted in fiscal 2007.  GWA did
receive rate relief in fiscal 2008 of over 14% to ensure
compliance with the bond rate covenant and has petitioned the PUC
for an additional 13% hike for fiscal 2009; the CCU approved the
rate increase in July 2008.

To assist ratemakers and the public with an understanding of the
need for continued increases to support necessary capital
improvements and maintain sufficient fiscal capacity, GWA staff
has prepared a five-year financial plan for fiscal 2009-2013 (the
financial plan), the first such multi-year financial projections
prepared by GWA staff.  In addition to the 13% proposed adjustment
for fiscal 2009, the financial plan calls for subsequent annual
hikes alternating between 2%-8% through the forecast period.

Assuming enactment of such rate increases, GWA projects that ADS
coverage will range between 1.6x-3.1x through fiscal 2013.
Liquidity is also expected to show improvement through the
projection period.  The financial plan was approved by the CCU in
November 2008 and is expected to be acted upon by the PUC by the
end of next month; action on the fiscal 2009 rate hike is expected
simultaneously with the financial plan.  Fitch considers timely
rate recovery as critical to any consideration of a rating
upgrade.

Guam is the westernmost territory of the U.S. and is the
southernmost island of the Marianas archipelago in the Pacific.
Because of its strategic location, U.S. military operations
historically have been the main economic engine of the island, and
over the next six to eight years the military's economic impact is
expected to increase substantially more as the island undergoes a
massive buildup of military personnel from relocation of troops
from other parts of the globe and consolidation of operations.

Overall, military personnel are anticipated to increase by more
than fourfold to around 44,000.  An additional 20,000 civil and
dependent personnel are expected to relocate to the island from
this buildup as well.  While the Department of Defense has
allocated funding for capital relative to military bases, there
are additional capital requirements that GWA will be required to
take on in relation to system expansion for which the DoD has not
allocated any funding as of yet.  These capital costs are
currently estimated at $190 million and are outside of the costs
identified in the WRMP, although a portion of them are included in
the fiscal 2009-2013 CIP in the form of projects to address
population growth due to the impact from the DoD relocation.

In addition to the economic impact of Guam's military, the island
has developed a sizeable tourism sector over the past few decades,
primarily drawing visitors from Asia, and Japan in particular.
Since the peak of visitor arrivals in 1997, Guam has experienced a
series of economic hardships and natural disasters, including
several typhoons, the threat of the SARS disease, worldwide
terrorism, and, most prominently, the Asian economic recession
that reduced income levels by 11% from 1999-2003.  Enplanements
and hotel occupancy have been rebounding, although visitor levels
declined during calendar 2008 by over 7% from 2007 with the impact
of the worldwide financial crisis. Nevertheless, with rising room
rates, hotel occupancy taxes were only down 1.7% for the year.


HARRIS AGENCY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Harris Agency, LLC
        220 West Germantown Pike, Suite 270
        Plymouth Meeting, PA 19462

Bankruptcy Case No.: 09-10384

Chapter 11 Petition Date: January 20, 2009

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

Debtor's Counsel: Paul J. Winterhalter, Esq.
                  Law Offices of Paul J. Winterhalter, P.C.
                  1717 Arch Street, Suite 4110
                  Philadelphia, PA 19103
                  Tel: (215) 564-4119
                  Fax: (215) 564-5597
                  Email: pwinterhalter@pjw-law.com

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

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/pneb09-10384.pdf

The petition was signed by Randall Siko, Managing Member of the
company.


HARTMARX CORP: Bankruptcy Court Approves 'First Day Motions'
------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division, has granted the relief Hartmarx
Corporation requested in a series of court filings known as "First
Day Motions."  The action follows Friday's announcement by
Hartmarx that it had filed voluntary bankruptcy petitions under
Chapter 11 of the U.S. Bankruptcy Code.

On January 23, 2009, as part of its voluntary filing to reorganize
under Chapter 11, Hartmarx filed First Day Motions to allow the
Company to conduct business as usual with minimal disruption to
its employees, customers and suppliers.  The Court granted interim
approval for the Company to access its
$160 million debtor-in-possession credit facility.

Among other things, the Court also authorized the Company to:

     -- Continue payment of employee salaries, employee benefits
        and business expense reimbursements without interruption;

     -- Continue to use existing cash management systems and
        maintain existing bank accounts;

     -- Continue to pay customs duties, freight companies, taxes,
        utilities and other related obligations; and

     -- Pay for post-petition goods and services received by the
        Company upon terms and conditions acceptable to the
        Company.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

The company and its affiliated debtors filed for bankruptcy
protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-
02046).  George N. Panagakis, Esq., Felicia Gerber Perlman, Esq.,
and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  When
the Debtors filed for bankruptcy, they listed $483,108,000 in
total assets and $261,220,000 in total debts as of August 31,
2008.


HIGH COUNTRY: Files for Chapter 7 Liquidation
---------------------------------------------
Denver Business Journal reports that High Country Club LLC has
filed for Chapter 7 liquidation bankruptcy in the U.S. Bankruptcy
Court for the District of Colorado.

Court documents say that High Country listed hundreds of
creditors, and debt totaling $25 million.  Denver Business relates
that High Country's assets were mostly in real estate and totaled
almost $20 million.  According to court documents, High Country's
assets include real estate in:

     -- real estate in Hilton Head, S.C.;
     -- Steamboat Springs;
     -- Telluride;
     -- Snowmass;
     -- New York City;
     -- Stowe; and
     -- Kihei, Hawaii.

Denver Business states that declining real estate values and weak
consumer confidence cut High Country's ability to sell new
memberships.

High Country Club LLC is a destination travel club based in
Denver.


IMPERIAL BUSINESS: Court Okays Bid Procedures for Sale of Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
approved on Jan. 6, 2009, amended bidding procedures and overbid
protections in connection with the proposed sale of certain real
estate and personal property assets relating to its real property
located in North Fayette Township, in Pennsylvania to Ashford/
Imperial Associates, L.P.

AIA has offered to purchase the property for $9,225,000.

The Court also approved the payment of a $150,000 break-up fee to
AIA in accordance with the Agreement between the Debtor and AIA.
AIA will not be entitled to receive the Break-Up Fee if the Debtor
does not sell the Assets, or if AIA terminates the Agreement
pursuant to a Seller Default Termination.

As reported in the Troubled Company Reported on Dec. 17, 2008, the
Debtor told the Court that while it has negotiated with other
potential buyers and is continuing efforts to obtain Higher bids,
the proposal of AIA is the only firm and fully documented proposal
and the best offer received by the Debtor.

The assets to be sold are:

  a. All real property owned by the Debtor located in North
     Fayette Township, Pennsylvania;

  b. Certain items of equipment and tangible personal property
     owned by the Debtor, utilized in connection with the
     business operations at the warehouse to be identified in a
     separate listing of assets immediately prior to the Sale
     Hearing;

  c. Certain intangible personal property used in connection with
     the Business to be identified in a separate listing of
     assets immediately prior to the sale hearing;

  d. Inventory owned by the Debtor for use in connection with the
     Business and located at the warehouse;

  e. All governmental permits issued by any governmental agency
     having jurisdiction over the Business;

  f. Any security deposits of the tenants and,

  g. An assumption of those unexpired leases of non-residential
     real property and executory contracts identified in the
     Agreement.

The Auction and Sale Hearing to consider approval of the sale of
the Assets to the winning bidder will be held on March 13, 2009,
at 9:30 a.m.  The Debtor may adopt at the Auction additional
bidding procedures, subject to the approval of the Court.

Objections, if any, to the sale of the Assets as requested in the
Debtor's Motion shall be filed and served on or before 4:00 p.m.
on March 6, 2009.

                    About Imperial Business

Oakdale, Pennsylvania-based Imperial Business Park, L.P. --
http://www.imperialbusinesspark.net/-- owns an industrial and
business park.  The company filed for Chapter 11 protection on
Oct. 2, 2008 (Bankr. W. D. Pa. Case No. 08-26580).  David K.
Rudov, Esq., at Rudov & Stein, represents the Debtor as counsel.
Robert S. Bernstein, Esq., and Scott S. Schuster, Esq., at
Bernstein Law Firm, P.C., represent the Offical Committee of
Unsecured Creditors as counsel.  The company listed assets of
$16,064,823 and debts of $18,078,619.


INNOVATIVE SPINAL: Files for Bankruptcy Protection
--------------------------------------------------
Xconomy.com reports that an Innovative Spinal Technologies
employee said that the company has filed for bankruptcy
protection.

According to Xconomy.com, the employee said that Innovative Spinal
closed on Friday and let laid off its workers after a planned sale
of the "startup" to medical device company Biomet Spine collapsed.
The company's Web site was also down, says the report.

Citing the former employee, Xconomy.com relates that Innovative
Spinal was "in the process of selling" when Biomet Spine backed
out for unknown reasons.  According to the report, the source said
that when the company "had no more options and were out of money,"
it decided to close.

Xconomy.com states that Innovative Spinal could have used up
almost $75 million in venture and private equity funding before
its collapse.  The funding, says Xconomy.com, included:

     -- a $6.2 million Series A round raised shortly after the
       company was spun out by the Texas Back Institute in 2002;

     -- a $39 million Series B round in 2005, the same year the
        company moved from Plano to Mansfield;

     -- an $18 million Series C round last September; and

     -- a previously undisclosed $10 million venture debt deal.

Innovative Spinal's collapse was mainly due to poor management
decisions, rather than difficult business conditions or any lack
of fundamental demand for its products, Xconomy.com reports,
citing the former employee.

Mansfield, Massachusetts-based Innovative Spinal Technologies
makes implants to correct degenerative spinal disorders.


IVANHOE ENERGY: Caisse Has 6.07% Equity Stake
---------------------------------------------
In a filing with the Securities and Exchange Commission, Caisse de
depot et placement du Quebec disclosed that it may be deemed to
beneficially own 17,022,822 or 6.09% shares of Ivanhoe Energy
Inc.'s common stock:

The number of shares of Ivanohe Energy Inc.'s capital stock
outstanding as of Nov. 3, 2008, was 279,211,916 common shares, no
par value.

A full-text copy of the SC 13G/A is available for free at:

                http://ResearchArchives.com/t/s?38b9

Vancouver, British Columbia, Canada, Ivanhoe Energy Inc. (TSX: IE;
Nasdaq: IVAN) -- http://www.ivanhoe-energy.com/-- is an
independent international heavy oil development and production
company focused on pursuing long-term growth in its reserve base
and production using advanced technologies, including its
proprietary, patented heavy-oil upgrading process (HTL).  Core
operations are in the United States and China, with business
development opportunities worldwide.

Ivanhoe Energy has established a number of geographically focused
entities.  The parent company, Ivanhoe Energy Inc., will pursue
HTL opportunities in the Athabasca oilsands of Western Canada and
will hold and manage the core HTL technology.  Two new
subsidiaries have been established, one for Latin America and one
or the Middle East & North Africa, complementing Sunwing Energy
Ltd., Ivanhoe Energy's existing, wholly-owned company for
China.  Ivanhoe Energy Inc. owns 100% of each of these
subsidiaries, although the percentages are expected to decline as
they develop their respective businesses and raise capital
independently.

For the nine months period ended Sept. 30, 2008, the company
incurred a net loss of $20,213,000 compared with a net loss of
$20,358,000 for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $363,004 million, total liabilities of $92,066,000 and
shareholders' equity of $270,938,000.

                       Going Concern Doubt

Ivanhoe Energy Inc. believes that existing conditions cast
substantial doubt about its ability to continue as a going
concern.  The company incurred a net loss of $8.5 million for the
three-month period ended March 31, 2008, and as at March 31, 2008,
had an accumulated deficit of $168.5 million and negative working
capital of $8.8 million.  In addition, the company currently
anticipates incurring substantial expenditures to further its
capital investment programs and the company's cash flows from
operating activities will not be sufficient to both satisfy its
current obligations and meet the requirements of these capital
investment programs.  Moreover, recovery of capitalized costs
related to potential HTL(TM) and GTL projects is dependent upon
finalizing definitive agreements for, and successful completion
of, the various projects, the outcome of which is uncertain.


JUPINER GENERATION: Moody's Lowers Senior Secured Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded Juniper Generation LLC's
(Juniper or Project) senior secured rating to Ba1 from Baa3.  The
rating outlook remains negative.

The rating action reflects Moody's expectation that California
Public Utility Commission's changes to Short Run Avoid Cost are
likely to result in compressed or negative energy margins for
Juniper.  Under the current proposed SRAC, Moody's expects
significant reduction to Juniper's cash flow leading to senior
debt service coverage ratios below 1.4 times and potentially much
lower than 1.4 times depending on market and operating
assumptions.  Additionally, Moody's view on the lack of
predictability and stability around Juniper's cash flows are not
consistent with power projects typically rated in the 'Baa'
category.

However, Moody's notes that the uncertainty regarding the changes
to SRAC and timing of implementation remain important rating
considerations since Juniper's senior DSCR is expected to remain
above 1.5 times based on the company's projected budget for 2009
under the current SRAC structure.

The negative outlook reflects the likelihood that Juniper's rating
could come under additional negative rating pressure once there is
greater clarity on the final SRAC structure and the timing of
implementation.  Moody's notes that the CPUC is considering
modifying important components of SRAC including lowering the
assumed administrative heat rate.  Additionally, Moody's expects
continued delays in executing the changes to SRAC since the
process remains highly contentious.

Moody's could take further rating action once there is more
clarity as to the ultimate changes to SRAC pricing, the timing of
the implementation or the implications of the ultimate changes of
SRAC on Juniper's cash flow and credit metrics.

Juniper is a holding company for nine fully or partially owned
gas-fired cogeneration projects in California with a net equity
interest of 298 MWs, a related O&M service company, WCAC Operating
Company California LLC and a related fuel supply services company,
WCAC Gas Services, LLC.  All nine projects operate as a Qualifying
Facility as defined under the Public Utility Regulatory Policies
Act of 1978.  The projects sell energy and capacity to Pacific Gas
and Electric (PG&E: A3 Sr Unsec, Stable Outlook) and Southern
California Edison (SCE: A3 Sr Unsec, Stable Outlook).  ArcLight
Energy Partners Fund II, a fund managed by ArcLight Capital
Partners, owns 100% of the equity interests in Juniper.

The last rating action on Juniper occurred on September 11, 2008,
when the Project's senior secured rating outlook was changed to
negative from stable.


JUVENT MEDICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Juvent Medical, Inc.
        300 Atrium Drive, Suite 210
        Somerset, NJ 08873

Bankruptcy Case No.: 09-10998

Chapter 11 Petition Date: January 16, 2009

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  Email: bankruptcy@greenbaumlaw.com

Total Assets: $1,529,700

Total Debts: $8,291,591

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

            http://bankrupt.com/misc/njb09-10998.pdf

The petition was signed by Jeffrey A. Lubchansky, Chief Financial
Officer of the company.


LEAR CORP: Bank Loan Sells at Substantial Discount
--------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 46.50 cents-on-the-
dollar during the week ended January 23, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.70 percentage points from
the previous week.  Lear pays 250 basis points over LIBOR to
borrow under the facility.  The bank loan matures March 29, 2012.
The loan is unrated.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 45.43
cents-on-the-dollar during the week ended January 23, 2009.  This
represents a drop of 2.21 percentage points from the previous
week.  GM pays 275 basis points over LIBOR to borrow under the
facility.  The loan matures November 27, 2013, and carries Moody's
B3 rating and Standard & Poor's CCC rating.  Participations in the
GM loan traded in the secondary market at 47.64 cents-on-the-
dollar during the week ended January 16, 2009.

Also, participations in a syndicated loan under which Ford Motor
Co. is a borrower traded in the secondary market at 35.07 cents-
on-the-dollar during the week ended January 23, 2009.  This
represents a drop of 2.62 percentage points from the previous
week, the Journal relates.  Ford pays 300 basis points over LIBOR
to borrow under the facility.  The bank loan matures December 15,
2013, and carries Moody's B2 rating and Standard & Poor's CCC+
rating.  Participations in the loan traded in the secondary market
at 37.69 cents-on-the-dollar during the week ended January 16,
2009.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

As reported by the Troubled Company Reporter on Jan. 9, 2009,
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Lear Corporation, to Caa2 from
B3.  In a related action, the rating of the senior secured term
loan was lowered to Caa1 from B2, and the rating on the senior
unsecured notes was lowered to Caa2 from B3.  The ratings remain
on review for further possible downgrade.

According to the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Southfield, Michigan-based Lear Corp. to 'B-' from 'B'.  At the
same time, S&P also lowered its issue-level ratings on the
company's debt.  The ratings remain on CreditWatch, where they had
been placed with negative implications on Nov. 13, 2008.


LENNOX INTERNATIONAL: Moody's Corrects Ratings on $250 Mil. Debt
----------------------------------------------------------------
Correction to text: Eliminate subhead and reference to
$250 million in debt list.  The company has no rated debt
outstanding and is not limited to $250 million under its shelf
registration.

Revised press release follows:

Moody's assigned a Ba1(P)/Ba2(P)/Ba2(P) unsecured, subordinated,
and preferred shelf ratings to Lennox International Inc.  At the
same time, Moody's affirmed the company's Ba1 corporate family
rating and the stable rating outlook.

Lennox's Ba1 CFR and stable outlook are supported by the company's
low leverage, high cash flow generation (before share
repurchases), and high interest coverage.  The company's adjusted
debt to EBITDA and adjusted EBITDA to interest expense for the LTM
period ended September 30, 2008 were 2 times and 9.9 times,
respectively.  The company's financial statements are adjusted per
Moody's standard analytical adjustments.  The company's cash flow
generation has also been robust as the company generated
$266 million of cash flow from operations and $173 million of free
cash flow (before share repurchases) for the LTM period ended
September 30, 2008.  The ratings are further supported by the
company's 2008 cost rationalization efforts as well as customer
diversity.

Lennox's Ba1 CFR and stable outlook also consider the company's
exposure to the weak new home construction, residential
remodeling, and commercial construction markets.  Moody's projects
that the company's end markets will continue to be weak throughout
2009 thereby pressuring revenues.  The company's cost cutting
initiatives as well as ability to maintain margins will be an
important rating consideration as 2009 continues to unfold.
Moody's also takes into consideration the company's share
repurchase program with current authorization of $300 million.

Lennox has been opportunistically buying back shares during the
last couple of years and the company's free cash flow after share
repurchases and dividends has been negative since 2006.  If this
trend were to continue on an ongoing basis during a weak operating
environment, Moody's could revise the company's outlook to
negative or downgrade the company's credit ratings.

These ratings/assessments were affected:

  -- Universal shelf (various securities), assigned
     Ba1(P)/Ba2(P)/Ba2(P)

  -- Corporate family rating, affirmed at Ba1;

  -- Probability of default rating, affirmed at Ba1.

Lennox's new shelf registration that was filed on December 1, 2008
replaced the company's previous shelf registration that expired on
the same day.  The terms of the new shelf registration are similar
to those of the old shelf registration.

The last rating action was on October 3, 2007 when the company's
CFR was upgraded to Ba1 from Ba2.

Headquartered in Richardson, Texas, Lennox International Inc. is a
leading global provider of climate control solutions.  Revenues
for the trailing twelve months ended September 30, 2008 were
approximately $3.6 billion.


LINENS 'N THINGS: Heads for March 10 Confirmation
-------------------------------------------------
Bloomberg's Bill Rochelle says that Linens 'n Things Inc. and its
affiliates will be looking to confirm their liquidating Chapter 11
plan on March 10, if Judge Christopher Sontchi of the U.S.
Bankruptcy Court for the District of Delaware signs the order the
company submitted on Jan. 23 approving the explanatory disclosure
statement.

Confirming on schedule, Mr. Rochelle notes, would bring an end to
a 10-month case that began as a reorganization in May and switched
to liquidation in October when creditors didn't go along with the
idea of continuing in business.

Linens 'n Things, Inc., and its debtor affiliates' disclosure
statement to their first amended joint chapter 11 plan projects
these recoveries for holders of claims against, or interests in
the Debtors:

   Class  Type                             Projected Recovery
   -----  ------                           ---------------
    N/A   Administrative Claims                  100%
    N/A   Priority Tax Claims                    100%
    N/A   Other Priority Tax Claims              100%
     1    Other Secured Claims                   100%
     2    Senior Notes Claims                  25% to 30%
     3    General Unsecured Claims                __%
     4    Equity Interests                       None
     5    Intercompany claims                    None

Holders of senior note claims -- the senior secured floating rate
notes aggregating $650,000,000 and due 2014, issued pursuant to an
indenture dated as of February 14, 2006, with The Bank of New
York, a collateral agent and trustee -- will receive cash payments
from proceeds from the sale of their collateral.

In contrast, Linens' proposed plan of reorganization filed in
August provides that the senior noteholders will receive 100% of
the new common stock of LNT.  The senior notes partly financed the
November 2005 acquisition of a group formed by affiliates of
Apollo Management, L.P., National Realty & Development Corp., and
Silver Point Capital Fund Investments, LLC, of Linens 'n Things
for an aggregate consideration of approximately $1,300,000,000.

Linens, however, failed to obtain support from key constituents,
including trade creditors, thus, it failed to push through with
its reorganization plan.

Linens did not provide recovery estimates for holders of general
unsecured claims, expected to aggregate $1.1 billion.
The uncertainty arises from not knowing how much a liquidating
trust might recover in lawsuits, Mr. Rochelle says.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/LNT_1stAmended_DS.pdf

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Agrees on Set-Off with DnB Nor Bank
----------------------------------------------------
Lehman Brothers Holdings, Inc., agreed on Jan. 22 to allow DnB
Nor Bank ASA to exercise a right of setoff and draw down about
$14.4 million that Lehman held in an account at DnB as partial
recovery on $25 million Lehman owed on a revolving credit
facility.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Lehman Brothers, its official
committee of unsecured creditors and DnB NOR Bank ASA, agree for
the automatic stay to be lifted for the limited purpose of
permitting DnB NOR to setoff its claim under the Credit Agreement
against the Undisputed Amount.  DnB, however, is prohibited from
collecting a prepetition claim from Lehman Brothers Holdings,
Inc.'s bankruptcy estate.  For the purposes of determining DnB
NOR's deficiency claim, the parties agreed that the Undisputed
Amount will be converted at the rate of 6.7288 NOK per USD, which
the parties agree is the exchange rate as of November 5, 2008.
The parties reserve any and all claims, counterclaims, rights,
defenses, objections, and challenges with respect to the
deficiency claim.

DnB Nor ASA extended a $25,000,000 loan to Lehman Brothers
Holdings Inc. under a Revolving Credit Facility.  As of the
Petition Date, LBHI's obligations under the credit facility
totaled $25,071,256.  In the same way that LBHI maintained an
account at DnB with a balance of 106,178,587 Norwegian kroners or
$18,538,059.  DnB has imposed an administrative freeze on the
Account.

In its request for set-off, DnB said it asserts a valid right of
offset preserved by Section 533 of the Bankruptcy Code.  It said
that its set-off right is considered a secured claim under Section
506 and funds contained in the Account constitute cash collateral
securing the Secured Claim.  Since the Obligations exceed the Cash
Collateral, DnB will have an unsecured claim.  Accordingly, DnB
asked the U.S. Bankruptcy Court for the Southern District of New
York to lift the stay to allow it to offset LBHI's Obligations
against the funds in the Account.  DnB asked the Court to compel
the Debtors to provide adequate protection to its interest in the
Cash Collateral in the event the Court does not allow the set-off.

                      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.

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)


LOCATEPLUS HOLDINGS: Shareholders Okay Reduction of Board Members
-----------------------------------------------------------------
James C. Fields, president and CEO of LocatePLUS Holdings
Corporation, disclosed in a regulatory filing dated January 26,
2009, that it had received the consent of a majority of the
shareholders of record to the elimination of the current
classification of the Directors into different terms and
replacement with a uniform one-year term for all directors, the
reduction of the Board to seven members and the election of these
individuals to the Board of Directors:

   -- Dr. Christian T. Williamson
   -- Richard L. Pyle
   -- David Skerrett
   -- Ralph Caruso
   -- Patrick F. Murphy
   -- James Ahern
   -- George G. Isaac

CHRISTIAN T. WILLIAMSON, Ph.D., 35, Chairman of the Board, is
currently Vice President of Global Market Strategies at Trojan
Technologies a subsidiary of Danaher Corporation, a $10 Billion
industrial conglomerate which operates within multiple platforms
including water treatment.  Dr. Williamson joined Trojan in 2001
through the acquisition of Advanced UV Solutions and was promoted
to Vice-President, Global Market Strategies in January 2008 -
Executive Team Member.  Prior to that, Dr. Williamson was Managing
Director, Environmental Contaminant Treatment since 2001 in
Trojan.  Prior to that Dr. Williamson was Managing Partner for
Advanced UV Solutions, LLP, a "spin-off" of the consulting firm
Hydro Geo Chem, Inc.  The main goal of AUVS was to liquidate the
asset for Hydro Geo Chem through the sale of the AUVS Company.
Dr. Williamson holds a B.S. in Engineering Mathematics and a
Doctorate in Hydrology with an emphasis in Systems Engineering
from The University of Arizona.

RICHARD L. PYLE, Ph.D., 64, Director, holds a bachelors degree in
physics, an MBA, and a doctorate in business.  He is a former
professor of management in the University of Massachusetts system.
In addition to an academic and theoretical perspective on business
management, he also brings years of management experience across a
broad range of manufacturing industries.  In particular, he brings
the sales / manufacturing / distribution perspective and
experience of being an owner/manager of a sales and marketing
related business.  He also provides consulting services to other
businesses and is a commercial real estate investor and property
manager.  Dr. Pyle also enjoys philanthropic work and public
service.  The focus of his charitable work has been with children,
youth, and in higher education.  Dr. Pyle has been the CEO of
Continental Consolidated, Inc., of Worcester, MA. since January
1993

DAVID SKERRETT, 57, has been Vice President of the Middlesex
Corporation for 23 years.  Middlesex Corporation is in the top 400
heavy civil construction companies in the nation with
$140 million in revenue.  Mr. Skerrett holds a Bachelor of
Engineering.  Mr. Skerrett is currently a member of the Board of
Directors and is being nominated to serve an additional one year
term.

RALPH CARUSO, 57, is the founder and President of Caruso
Companies, a conglomerate involved in many facets of industrial
construction that has been in business for over 25 years.

PATRICK F. MURPHY, J.D., 55, Nominee for Director, is the Chairman
of the Pulsar Network, Inc. Board of Directors.  A graduate of the
Harvard Law School practicing in Massachusetts, he also provides
consulting services to growing businesses.  He is familiar with
government relations, public relations, and has experience in
developing resources and assets.  Prior to his career in law he
was a manager at a prominent social service agency and handled
personnel and operation issues in a crisis-based environment.  For
the past ten (10) years since September of 1998, Mr. Murphy has
been an attorney for the Commonwealth of Massachusetts Department
of Mental Retardation.  Mr. Murphy beneficially owns no shares of
the Common Stock of the Company.  The business address of Mr.
Murphy is 68 N. Main St. Ste. 101 Carver, MA 02330.

JAMES AHERN, 68, nominee for Director, is the COO of the Tracy
Group, a Casino Management and Development Company.  The Tracy
Group focuses on work-out strategies, development of management
and marketing strategies, and ground-up development for a variety
of clients.  Prior to joining the Tracy Group, Mr. Ahearn had
extensive experience in executive management in a variety of areas
including 30 years experience with the Federal Bureau of
Investigation where he was nominated by the Director of the FBI
for the highest award for executive service in the U.S. Department
of Justice.  Mr. Ahearn recently served on the Board of Directors,
and acted as a consultant to Trackpower, Inc., a company operating
two race tracks/casinos in New York State.  He has held gaming
licenses in New York, State of Arizona, State of Oregon and State
of Washington, as well as the National Indian Gaming Commission.

GEORGE G. ISAAC, CPA, 63, Nominee for Director, is a Massachusetts
Certified Public Accountant and is affiliated with Massachusetts
Board of Certified Public Accountants and the American Institute
of Certified Public Accountants.  He is well experienced in all
areas of financial management having practiced as a CPA for 25
years within a financial career that reaches back nearly 40 years.
His experience includes management, business consulting,
budgeting, managerial accounting, risk management, internal
controls, tax advice and preparation, financial planning and
reporting, audit functions, banking functions, and all treasury
functions including SEC compliance.  Specifically, his current
practice involves services as a consulting CFO.  In the past he
has served as CFO for a publicly traded company, a managing
partner of a public accounting firm, has managed a commercial
office building.  As a board member of a community bank and a
publicly traded company he has served as a member and is familiar
with the functioning of board audit committees, executive
committees, and compensation committees.  His experience includes
the negotiation of significant expansion and growth credit
availability but also downsizing to maintain profitability where
necessary.  He is proficient in Russian and German.  For the past
five years Mr. Isaac has served as a consulting Chief Financial
Officer for several closely businesses in the State of
Massachusetts with responsibility for all financial planning and
reporting, tax preparation, banking and related treasury functions
for each of his clients.  The business address of Mr. Isaac is 36
Whisper Drive City, Worcester, MA 01609.

The company also received the consent of a majority of the
shareholders of record to amend the Certificate of Incorporation
to increase the number of shares of Common Stock authorized for
issuance by the Corporation from 25,000,000 shares to 50,000,000
shares.

                         About LocatePLUS

Based in Beverly, Mass., LocatePLUS Holdings Corp. --
http://www.locateplus.com/-- and its subsidiaries provides public
information and investigative solutions that are used in homeland
security, anti-terrorism and crime fighting initiatives.  The
company's proprietary, Internet-accessible database is marketed to
business-to-business and business-to-government sectors worldwide.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,201,513 and total liabilities of $9,340,423,
resulting in total stockholders' deficit of $7,138,910.

The company incurred significant net losses in each of the last
two years as well as during the nine months ended September 30,
2008 -- $408,660.  In addition, the company incurred an
accumulated deficit of approximately $49 million through
September 30, 2008.  The company raised approximately $3 million
and $1.3 million through the issuance of debt and equity during
2007 and 2006 respectively.  The ultimate success of the company
is still dependent upon its ability to secure additional financing
to meet its working capital and ongoing project development needs.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Livingston & Haynes, P.C., raised substantial doubt about the
ability of LocatePLUS Holdings Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.


LYONDELL CHEMICAL: Goldman Sachs Writes Down $850MM on Loans
------------------------------------------------------------
The Goldman Sachs Group, Inc. has incurred a loss of about $850
million on loans extended to LyondellBasell, which has sent its
units to bankruptcy.

In its annual report submitted to the Securities and Exchange
Commission Goldman Sachs said that in December 2008, there was
continued deterioration in the credit of LyondellBasell Finance
Company, to which the firm had provided bridge loan financing. On
January 6, 2009, certain legal entities within the LyondellBasell
Industries AF S.C.A. group filed for bankruptcy.  As a result, the
firm incurred a loss of approximately $850 million in December
2008 from marking the bridge and bank loan facilities held in
LyondellBasell Finance Company to expected recovery levels.

According to Bloomberg, Goldman's loss brings to at least $3.65
billion losses among the five banks that provided financing for
Basell AF's $20.5 billion purchase of Lyondell in 2007.

Reuters notes that the December loss, equal to more than 1 percent
of Goldman's book value, may never be reflected in any of
Goldman's announced annual results.  On December 15, 2008,
Goldman's board approved a change in the firm's fiscal year-end
from the last Friday of November to the last Friday of December.
The change is effective for the firm's 2009 fiscal
year. The firm's 2009 fiscal year began December 27, 2008 and will
end December 25, 2009, resulting in a one-month transition period
that began November 29, 2008 and ended December 26, 2008.

                     About LyondellBasell

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

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

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

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

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


LYONDELL CHEMICAL: BoNY Wants to Probe Terms of $8-Bil. Loan
------------------------------------------------------------
The Bank of New York Mellon wants to probe Lyondell Chemical
Company and its affiliates in connection with their request to
access $8 billion in debtor-in-possession financing.

BoNY is indenture trustee under (i) an Indenture dated June 15,
1988 between Debtor Lyondell Chemical Company, as issuer and BoNY,
as Indenture trustee, and (ii) an Indenture dated January 29, 1996
between Debtor Equistar Chemicals L.P., as issuer, and BoNY as
successor indenture trustee.

Bank of New York, Bloomberg News reports, said the bonds in
question are its 10.25 percent notes due 2010 and its 9.8 percent
notes due 2020 under a 1988 indenture, and its 7.55 percent notes
due 2026 under a 1996 indenture with Lyondell affiliate Equistar
Chemicals. According to data compiled by Bloomberg, there are $325
million face value in the Lyondell notes and $150 million of face
value in Equistar notes.

BoNY notes that it is a prepetition secured creditor holding liens
of equal and ratable priority with the first-priority liens of the
senior facility prepetition lenders in two separate pools of
collateral.  Despite their equal and ratable prepetition security
interests, which are being primed by liens granted to the DIP
Lenders, the adequate protection that has been granted to BoNY,
however, is significantly inferior to the adequate protection
granted to the Senior Facility Prepetition Lenders, Glenn E.
Siegel, Esq., at Dechert LLP, in New York, points out.

BNY complains that as of January 22, 2009, he notes that the
Debtors have not responded to its repeated requests for
explanation for the disparate and indefensible treatment.

Accordingly, BoNY seeks the Court for a formal discovery under
Rules 7030 and 9014 of the Federal Rules of Bankruptcy Procedure
and Rule 30(b)(6) of the Federal Rules on Civil Procedure.  The
topics for deposition are:

   (1) The circumstances surrounding the manner in which the
       Debtors or their representatives sought to obtain the DIP
       Financing, including the Debtors' efforts, if any, to
       obtain financing on more favorable terms than those terms
       ultimately proposed in the DIP Motion.

   (2) The negotiation process that led to the proposed terms of
       the DIP Financing.

   (3) The basis upon which the Debtors justify the form and
       substance of the adequate protection that the Debtors
       propose be granted to secured parties whose liens would be
       primed under the DIP Financing.

   (4) The basis upon which the Debtors justify the granting of
       adequate protection to BoNY as Indenture Trustee under the
       Lyondell and Equistar Indentures, different from the
       adequate protection provided to the Senior Facility
       Prepetition Agent and the Senior Facility Prepetition
       Secured Lenders.

                     About LyondellBasell

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

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

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

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

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


LYONDELL CHEMICAL: Seeks to Bar BASF From Cashing on $200MM Claim
-----------------------------------------------------------------
Lyondell Chemical Company and its affiliated U.S. affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
impose the automatic stay against BASF Corporation.

According to Bloomberg's Bill Rochelle, Lyondell is hoping a
technicality in bankruptcy law will prevent BASF Corp. from
collecting a $206 million judgment.

Pursuant to a petrochemical contract, Lyondell processed BASF's
base chemical, propylene, into an intermediate chemical, propylene
oxide.  In April 2005, BASF filed a suit in the Law Division of
Morris County, New Jersey alleging that Lyondell breached the
contract.  In August 2007, a jury rendered a verdict against the
Debtor amounting $169,932,670 and with interest for $36,475,248.
In November 2007, the Debtor took an appeal to the New Jersey
Appellate Division contending that the jury verdict was the result
of multiple legal errors by the trial judge, including (i)
admission of BASF's damages expert's unsubstantiated methodology,
and (ii) the instruction to the jury to disregard the damages-
limitations provision of the contract.  Lyondell also obtained an
Appeal Bond for $200 million from Fidelity and Deposit Company of
Maryland, Zurich American Insurance Company and Westchester Fire
Insurance Company.

The Appeal Bond cites that if the Debtor's appeal is dismissed, or
the judgment is affirmed and Lyondell satisfies in full any
modification of the judgment and costs, interests and damages as
any Appellate Court may adjudge and award, then this obligation --
the Appeal Bond -- will be null and void.  The Appeal Bond was
secured prepetition by a letter of credit issued by the Debtor's
banks under a senior secured inventory-based credit facility
maturing in December 2012.  The facility was a revolving credit
facility in the principal amount of $1.6 billion or a borrowing
base.  As of Jan. 6, 2009, $1.03 billion was outstanding under the
Senior Secured Inventory-Based Credit Facility, including the
letter of credit backing the Appeal Bond.

Under its Lyondell's debtor-in-possession financing, lenders are
expected to issue a maximum of $600 million in letters of credit
to support the Debtors' global operations.  Thus, if the Appeal
Bond was still in effect, it would consume one-third of the entire
letter of credit capacity in the DIP financing and expected to
consume one-third of the Debtors' entire letter of credit
capacity.  In light of the Debtors' Chapter 11 filing, the New
Jersey Appellate Court dismissed the Appeal and the Appeal Bond
was deemed null and void.

Given the Appeal's Dismissal Order, the Debtor asked the Sureties
for the return of the pro-rata amounts of Lyondell's annual
premium paid in connection with the Appeal Bond.  However, BASF
contested Lyondell's request to the Sureties and filed an
application with the New Jersey Appellate Division seeking for an
order vacating the Dismissal Order and requiring that the Appeal
Bond remain in effect.  The Appellate Judge issued an order (i)
temporarily reinstating the previously dismissed Appeal, (ii)
requiring the Debtor to maintain the Appeal Bond in full force and
effect, and (iii) enjoining the Sureties from refunding the Appeal
Bond premiums.  The Temporary Reinstating Order provided that it
was to stay in effect of opposition papers from Lyondell and
further order of the Court.  BASF further filed an application to
vacate the Dismissal Order and a motion to reinstate the Dismissed
Appeal.

The Debtors ask the Court for an order, which, among other things,

   (i) enforces the automatic stay pursuant to a Court order
       enforcing and restating the automatic stay and ipso facto
       provisions pursuant to Sections 105(a), 362 and 365 of the
       Bankruptcy Code;

  (ii) finds that, as a result of the Dismissal Order, the
       Appeal Bond has been terminated by its own terms and the
       Assets backing the Appeal Bond are property of Lyondell's
       estate free of any liens of the sureties.

Debtors' proposed counsel, Howard R. Hawkins, Jr., Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, says BASF's recent
actions -- where it is seeking to continue its litigation against
Lyondell -- violate the automatic stay protections afforded by
Lyondell under Section 362 of the Bankruptcy Code and the Stay
Order.  Mr. Hawkins says the Dismissal Order issued by the New
Jersey Appellate Division did not violate the automatic stay --
when the Appellate Court entered its ruling while Lyondell was in
bankruptcy -- because it was an administrative order dismissing
Lyondell's appeal without prejudice.

                     About LyondellBasell

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

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

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

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

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


MARC DREIER: Faces Involuntary Chapter 7 from Creditors
-------------------------------------------------------
Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. made an involuntary filing under Chapter 7
of the United States Bankruptcy Court for the Southern District of
New York against Marc S. Dreier.

The three creditors asserted $88.5 million in claims in the
aggregate against Mr. Dreier.  Ms. Gowan asserted $35 million in
conversion claim, Wachovia Bank asserted $15 million in personal
claim and Mr. Reisman asserted $38.5 million in conversion claim.

According to the Troubled Company Reporter on Jan. 20, 2009, Mr.
Dreier, in his application for bail, gave details on the $380
million he has been accused of stealing from clients.

Bloomberg News said Mr. Dreier made disclosures with respect
to assets he owns including 150 pieces of artwork and numerous
cars and homes.  He and his lawyer, Gerald Shargel, also outlined
how Mr. Dreier used the money.  Mr. Shargel, according to the
report, said in a sworn declaration accompanying the filing that
all of Mr. Dreier's assets have been frozen by the government and
that Mr. Dreier isn't a risk to flee the country.  "I currently
have no money and no assets whatsoever," Mr. Dreier wrote.  "I
have no money abroad.

                   Marc Dreier's Arrest for Fraud

Troubled Company Reporter said on Dec. 19, 2008, Dreier LLP filed
a voluntary petition under Chapter 11 following the arrest of its
president, Marc Dreier, for alleged securities and wire fraud.

The United States Attorney for the Southern District of New York
filed a criminal complaint alleging that Mr. Dreier committed
securities and wire fraud.  The Federal authorities arrested
Mr. Dreier on Dec. 7, 2008.  The criminal complaint was unsealed
and Mr. Dreier was presented before a United States Magistrate
judge the following day.  Mr. Dreier has been ordered detained
pending trial.

Mr. Dreier was also arrested on Dec. 2, 2008, by the Canadian
authorities for impersonating a lawyer with the Ontario Teachers'
Pension Fund but he was bailed on the charges three days later.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.

Moreover, Wachovia Bank said it wants to recover cash the
firm owed under a $14.5 million credit agreement and seeks to
foreclose on its collateral for the loan.  According to the bank,
the complaint alleges default under a term note and a revolving
credit note issued under the agreement that make the entire
outstanding amount due and payable.

The bank asserted that it is entitled to foreclose on its alleged
security interest in and lien on all accounts of the firm --
including accounts receivable, and general intangibles consist of
unbilled time and disbursements of the firm.

                       About Marc S. Dreier

Marc S. Dreier founded law firm Dreier LLP that filed for Chapter
11 on Dec. 16, 2008 (Bankr. S.D.  N.Y., Case No. 08-15051).  Judge
Robert E. Gerber handles the case.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as
counsel.  The Debtor listed assets between
$100 million to $500 million, and debts between $10 million to $50
million in its filing.


MARC DREIER: Involuntary Chapter 7 Case Summary
-----------------------------------------------
Alleged Debtor: Marc S. Dreier
                151 East 58th Street, Unit 34C
                New York, NY 10022

Case Number: 09-10371

Type of Business: The Debtor founded law firm Dreier LLP that
                  filed for Chapter 11 on Dec. 16, 2008 (Bankr.
                  S.D.  N.Y., Case No. 08-15051).  Judge Robert
                  E. Gerber handles the case.  Stephen J.
                  Shimshak, Esq., at Paul, Weiss, Rifkind,
                  Wharton & Garrison LLP, has been retained as
                  counsel.  The Debtor listed assets between
                  $100 million to $500 million, and debts between
                  $10 million to $50 million in its filing.

Involuntary Petition Date: January 26, 2009

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Counsel of petitioner
Sheila M. Gowan, Trustee
for Chapter 11 Estate
of Dreier LLP counsel:   Howard D. Ressler, Esq.
                         hressler@diamondmccarthy.com
                         Diamond McCarthy LLP
                         620 Eighth Avenue, 39th Floor
                         New York, NY 10018
                         Tel: (212) 430-5400
                         Fax: (212) 430-5499

Counsel of petitioner
Wachovia Bank NA:        Joseph Lubertazzi, Jr.
                         McCarter & English, LLP
                         Four Gateway Center
                         100 Mulberry Street
                         Newark, NJ 07102
                         Tel: (973) 622-4444
                         Fax: (973) 624-7070
                         jlubertazzi@mccarter.com

Counsel of petitioner
Steven J. Reisman,
postconfirmation
representative of
the Bankruptcy Estates
of 360networks (USA)
Inc.:                    Lynn P Harrison, 3rd
                         Curtis, Mallet Prevost, Colt &
                         Mosle LLP
                         101 Park Avenue
                         New York, NY 10178-0061
                         Tel: (212) 696-6000
                         lharrison@cm-p.com

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Steven J. Reisman,             conversion           $38,500,000
postconfirmation
representative of
the Bankruptcy Estates
of 360networks (USA) Inc.
Attn: Lynn P Harrison, 3rd
Curtis, Mallet Prevost, Colt &
Mosle LLP
101 Park Avenue
New York, NY 10178-0061
Tel: (212) 696-6000

Sheila M Gowan                 conversion           $35,000,000
Trustee for Chapter 11 Estate
of Dreier LLP
c/o Diamond McCarthy LLP
Attn: Howard D. Ressler
620 Eighth Avenue, 39th Floor
New York, NY 10018
Tel: (212) 430-5400
Fax: (212) 430-5499

Wachovia Bank National         personal guaranty   $15,000,000
Association
Attn: Joseph Lubertazzi, Jr.
McCarter & English, LLP
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102
Tel: (973) 622-4444
Fax: (973) 624-7070


MARSHALL GROUP: Wants to Employ McEwen Gisvold as Special Counsel
-----------------------------------------------------------------
The Marshall Group, LLC asks the U.S. Bankruptcy Court for the
District of Oregon for authority to employ McEwen Gisvold LLP as
special counsel for purposes of litigation and employment tax
issues.

As special counsel, McEwen Gisvold will perform these services:

  -- file and prosecute an adversary proceeding against Keeton-
     King Construction, Inc., Arland Keeton and Ima Jean Keeton,
     relating to damages suffered by the Debtor due to the
     untimely and faulty construction of building for the Debtor
     in Redmond and McMinnville, Oregon.

  -- represent the Debtor in connection with a currently pending
     arbitration by the Keetons against Mark and Cathy Jo
     Marshall, the principals of the Debtor.

  -- negotiate with the IRS and otherwise assist the Debtor in
     connection with past and current employment tax liability.

As compensation for its services, McEwen Gisvold's professionals
bill:

     Attorney              Status       Hourly Rate
     --------              ------       -----------
     Gordy Allen, Esq.     Partner          $330
     Alan Laster, Esq.     Partner          $300
     Beverly S. Thomas     Paralegal        $125

Alan Laster, Esq., a partner at McEwen Gisvold, assures the Court
the firm has no interest materially adverse to the interest of the
estate or of any class of creditors or equity security holders.

Mr. Laster tells the Court that Mark Marshall, a member and
manager of the Debtor, has paid $116,250 as a retainer on behalf
of the Debtor.  Additonally, Mr. Marshall has paid an additional
$24,090.23 for representation of the Debtor and its members,
individually, as defendants in litigation filed by arland keeton,
Ima Keeton and Keeton-King Construction.

The Marshall Group LLC owns and operates two medical clinics - one
clinic in Redmond, Oregon, and a second clinic in McMinnville,
Oregon.  The Debtor owns several parcels of real property in
McMinnville, Oregon.  There is a new three-story office building,
former hotel, restaurant, and 2 empty houses on the McMinnville
Complex.  The Debtor has completed construction of the first floor
of its office building.  It has leased space on the first floor.
Construction on the second and third floors is not completed.

The company filed for Chapter 11 protection on Sept. 4, 2008
(Bankr. D. Ore. Case No. 08-34585).  Gary U. Scharff, Esq., at
Gary Underwood Scharff Law Office, in Portland, Oregon, represents
the Debtor as counsel.  In its schedules, the Debtor listed total
assets of $12,559,346, and total debts of $12,913,569.


MCBRIDE'S RV: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: McBride's RV Storage, LLC
        7231 Kimball Avenue
        Chino, CA 91708
        Tel: (909) 606-5700

Bankruptcy Case No.: 09-11279

Type of Business: The Debtor offers RV and boat storage in
                  Southern California.

                  See: http://mcbridesrvstorage.com/

Chapter 11 Petition Date: January 27, 2009

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  jbroker@brokerlaw.biz
                  18191 Von Karman Ave., Ste. 470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
City of Chino                  DIF Fees          578,080
13220 Central Ave Disputed
Chino, CA 91710
Tel: (909) 591-9824

DJP Engineering Services                         $30,138
100 North Barranca, Suite 860
West Covina, CA 91791-1601
Tel: (626) 966-8200

Verizon Communications         Construction      $21,388
P.O. Box 4861
Trenton, NJ 08650-4861
Tel: (800) 486-4564

Franchise Tax Board            Annual LLC Tax    $6,850

ACE-USA                        Services          $6,776

AT&T Yellow Page Advertising   Services          $4,424

City of Chino                  Water             $3,955

Capital One Credit Card        Credit Card       $1,663

Fine Community Phone Books     Services          $925

Yellow Book Internet           Services          $750
Advertising

Idearc Media                   Services          $612

Jordan Architects              Services          $608

Self Storage Association       Services          $450

Interstate Battery             Services          $173

The petition was signed by Charles McBride, manager.


MEDIANEWS GROUP: Bank Loan Sells at 70% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which MediaNews Group is
a borrower traded in the secondary market at 29.50 cents-on-the-
dollar during the week ended January 23, 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.  MediaNews pays 125
basis points over LIBOR to borrow under the facility.  The bank
loan matures December 31, 2010, and carries Moody's Caa2 rating
and Standard & Poor's CCC+ rating.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a
large newspaper publishing company. For the LTM period ended
September 30, 2008, the company reported pro-rata revenues of
approximately $1.2 billion.


MERCEDES HOMES: Owes $159,000,000 to First Lien Lenders
-------------------------------------------------------
According to Bloomberg's Bill Rochelle, Mercedes Homes Inc.,
disclosed owing about $159 million to its first-lien lender, and
more than $70 million on a secured revolving loan.

As reported by the Troubled Company Reporter, Mercedes Homes filed
for bankruptcy on January 26, 2009.  The company said on its Web
site it has suffered from the prolonged weakness in the economies
of the markets where it does business.  The company has also
suffered liquidity strains due, in part, to the takeover of one of
its lenders in its lending syndicate by the Federal Deposit
Insurance Corporation.

The FDIC took over Franklin Bank, N.A., one of the company's first
lien lenders.  In December 2008, the FDIC refused to honor a draw
request made by the company under the first lien loan agreement,
despite the fact that the other First Lien Lenders funded its
share of the requested draw.  The FDIC's refusal to fund
constituted a default of Franklin's obligations under the first
lien loan agreement.

Mr. Rochelle notes that a forbearance agreement with secured
lenders was expiring at the end of the month, although there had
been no payment default.

The Company's revenue for the first 11 months of fiscal 2009 was
$407 million, compared with $687 million in fiscal 2008.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operate a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

Mercedes Homes and 10 affiliates filed a Chapter 11 petition on
January 26, 2009 (Bankr. S.D. Fla. Case No. 09-11191).  The Hon.
Paul G. Hyman Jr. presides over the cases.  Tina M. Talarchyk,
Esq., at Squire, Sanders & Dempsey, LLP, in West Palm Beach,
Florida, serves as the Debtors' bankruptcy counsel.  Richard M.
Williamson at Alvarez & Marsal North American LLC, serves as the
Debtors' Chief Restructuring Officer.  Odyssey Capital Group LLC
serves as valuation expert and Michael P. Kahn & Associates LLC
serves as financial advisors.  Kurtzman Carson Consultants LLC is
the claims and noticing agent.  When it filed for bankruptcy,
Mercedes Homes disclosed both total assets and total debts to be
between $1 million and $10 million.


MIRABILIS VENTURES: Taps Shutts & Bowen as Special Counsel
----------------------------------------------------------
Mirabilis Ventures, Inc. seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Eric S. Adams,
Esq., and the law firm of Shutts & Bowen, LLP, as special counsel,
nunc pro tunc to May 27, 2008.

Mr. Adams will represent and assist the Debtor as special counsel
in these cases:

  a. William P. Gregory, P.A. v. Floyd Road, LLC and Mirabilis
     Ventures, Inc. Case Number 07-CA-010780, Hillsborough County
     Court - commercial litigation regarding real estate deposit;

  b. Premier Servicing, LLC v. Mirabilis Ventures, Inc. and
     Sherwood Construction, Inc., Case Number 07-013936CI-013,
     Pinellas County Circuit Court - commercial litigation
     regarding deferred compensation in business acquisition;

  c. Mirabilis Ventures, Inc.; AEM, Inc; and Paradyme, Inc. v.
     02HR, LLC (not yet filed) - commercial litigation regarding
     the collection of promissory notes; and

  d. Such other litigation matters as the Debtor deems necessary.

To the best of the Debtor's knowlege, Shutts & Bowen, LLP does not
hold or represent any interest adverse to the estate.  Eric S.
Adams, Esq., a partner at Shutts & Bowen, LLP, assures the Court
that that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

For its services as special counsel, Shutts & Bowen, LLP will bill
the Debtor at the firm's standary hourly rates, subject to the
Court's approval.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc. is a private equity
firm.  The company filed for Chapter 11 protection on May 27, 2008
(Bankr. M.D. Fla. Case No. 08-04327).  Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Latham Shuker Eden & Beaudine LLP;
and Richard Lee Barrett at Barrett, Chapman & Ruta, P.A.,
represent the Debtor as counsel.   When the Debtor sought
bankruptcy protection, it listed assets and debts of between
$50 million and $100 million each.


MONA LISA: Owes $35,000,000 to Marshall BankFirst On Secured Loan
-----------------------------------------------------------------
Mona Lisa at Celebration, LLC, disclosed in court papers that its
secured lender Marshall BankFirst is owed $35 million, Bloomberg's
Bill Rochelle reports.

According to the report, Mona Lisa at Celebration, which owns a
240-unit condominium hotel in Kissimmee, Florida, characterized
losses on investing in Florida real estate as being "on par with
those in the Great Depression."

Celebration, Florida-based Mona Lisa at Celebration, LLC --
http://www.monalisasuitehotel.com/-- and its affiliates operate
hotel and restaurant.  The companies filed for Chapter 11
bankruptcy protection on Jan. 15, 2009 (Bankr. M.D. Fla. Case No.
09-00458).  R. Scott Shuker, Esq., Latham Shuker Eden & Beaudine
LLP assists the companies in their restructuring efforts.  The
companies listed $10 million to $50 million in assets and
$10 million to $50 million in liabilities.


MORTGAGES LTD: Investors File Reorganization Plan for Firm
----------------------------------------------------------
Andrew Johnson at The Arizona Republic reports that an investors
committee has filed a reorganization plan for Mortgages Ltd. in
the U.S. Bankruptcy Court for the District of Arizona.

The Arizona Republic states that under the plan, investors would
control the real-estate loans that Mortgages made to developers.
According to the report, Mortgages would service the almost 70
loans it made to developers by collecting fees and providing legal
support, while individual limited-liability companies, or LLCs set
up for each loan, will manage.

The Arizona Republic says that investors in the individual loans,
and the deeds of trust related to those loans would have
membership in the LLCs that, according to the investors' committee
attorney Cathy Reece, would be based on the size of their original
stake in the loans and deeds of trust.  The report states that
each LLC would have a manager who could make recommendations on
how to handle each loan, and members of the LLC would vote on
decisions concerning the loans, including foreclose on a borrower,
negotiation on loan principal amounts or sale of a loan.  "These
will be investor-controlled loans and it will have professional
management.  The debtor will stay around as a reorganized entity
but it won't be making new loans and they won't be doing the
workouts or making big decisions on these loans," the report
quoted Ms. Reece as saying.

Ms. Reece, according to The Arizona Republic, said that the
committee's plan treats creditors fairly and provides solutions to
legal disputes.

"One or two" additional plans could be filed in the coming weeks,
The Arizona Republic relates, citing Carolyn Johnsen, one of
Mortgages' bankruptcy attorneys.  The report quoted her as saying,
"We are still negotiating with various parties about the
possibility of a consensual plan," and Mortgages is in an "unusual
position" because it has an obligation to address all parties'
concerns.

The Arizona Republic reports that other proposals in the
committee's plan are:

     -- the setting up of a liquidating trust to sell Mortgages'
        non-loan assets and pursue claims against attorneys,
        accountants and other professionals who could be liable
        for the lender's downfall.  The trust would be managed by
        a trustee agreed upon by all parties;

     -- the settlement of outstanding disputes, including
        determining whether Mortgages' largest creditor,
        investment firm Radical Bunny LLC, will be treated as
        secured or unsecured.  Secured creditors recover money
        ahead of unsecured creditors; and

     -- Transformation of Mortgages into a loan servicing entity
        called ML Servicing Co. Inc.  The company would be owned
        and controlled by the liquidating trust.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MOUNT AIRY: S&P Withdraws 'CCC' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Mount
Airy #1, LLC, per the request of the issuer.  Prior to the
withdrawal, the ratings were on CreditWatch with negative
implications, primarily due to uncertainty around the eventual
control of the property, as a result of the suspension of the
primary owner's license by the Pennsylvania Gaming Control Board.
This issue remains unresolved.

                           Ratings List

                            Withdrawn
                        Mount Airy #1 LLC

                            To           From
                            --           ----
Corporate Credit Rating    NR           CCC/Watch Neg/--
Secured                    NR           CCC+/Watch Neg
   Recovery Rating          NR           2

                        NR -- Not rated.


MXENERGY HOLDINGS: Extends Consent Deadline for Tender Offer
------------------------------------------------------------
MxEnergy Holdings Inc. extended the expiration date for its
previously announced cash tender offer for all of its outstanding
Floating Rate Senior Notes due 2011 to midnight, New York City
time, on January 28, 2009.  In conjunction with the tender offer,
MXenergy is soliciting consents from holders of the Notes to
effect certain proposed amendments to the indenture governing the
Notes.  MXenergy also extended the consent payment deadline for
the consent solicitation to 5:00 p.m., New York City time, on
January 28, 2009.  The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement, dated as of December 15, 2008, and the
related Letter of Transmittal and Consent.

As of the close of business on January 23, 2009, approximately
$28.5 million in aggregate principal amount of the Notes have been
tendered.

The total consideration to be paid for Notes that are validly
tendered and not validly withdrawn on or prior to the Consent
Deadline will be equal to $500 for each $1,000 in principal amount
of Notes, plus accrued and unpaid interest on such principal
amount of Notes to, but not including, the settlement date.  The
total consideration includes a consent payment of $50 for each
$1,000 in principal amount of the Notes to holders who validly
tender (and do not validly withdraw) their Notes and provide their
consents to the proposed amendments to the indenture governing the
Notes prior to the Consent Deadline.  Holders of Notes tendered
after the Consent Deadline will not receive a consent payment.
Notes tendered on or prior to the Consent Deadline may be validly
withdrawn and the related consents may be revoked at any time on
or prior to the Consent Deadline.  Tendered Notes and delivered
consents may not be validly withdrawn or validly revoked after the
Consent Deadline except under certain limited circumstances.

Among other things, the proposed amendments to the indenture
governing the Notes would (i) eliminate substantially all of the
restrictive covenants in the indenture, (ii) eliminate certain
events of default in the indenture and (iii) amend certain other
provisions contained in the indenture.  Adoption of the proposed
amendments requires the consent of the holders of at least a
majority of the aggregate principal amount of the Notes (other
than any Notes owned by MXenergy or its affiliates).  Holders may
not deliver consents to the proposed amendments without validly
tendering their Notes in the tender offer, and holders may not
revoke their consents to the proposed amendments without
withdrawing their previously tendered Notes from the tender offer.

On November 17, 2008, certain subsidiaries of the company, as
borrowers, entered into (i) a Third Amended and Restated Credit
Agreement with the company and certain of its other subsidiaries,
as guarantors, the lenders party thereto and Societe Generale, as
administrative agent, and (ii) an amendment to that certain Master
Transaction Agreement dated as of August 1, 2006 with the company
and certain of its other subsidiaries, as guarantors, and Societe
Generale.  Under the terms of the Amended Revolving Credit
Agreement and the Amended Master Transaction Agreement, the
company is required to consummate a "liquidity event" no later
than May 31, 2009.  A liquidity event includes one or more of:
(i) the repayment in full of all of the obligations under the
Amended Revolving Credit Agreement and the termination of the
revolving commitments thereunder; or (ii) an equity contribution
to the company in an amount no less than $75 million, in each case
on terms and conditions satisfactory to Societe Generale and the
majority lenders at their sole discretion.  In addition, the
occurrence of certain "trigger events" related to the company's
obligation to consummate a liquidity event constitute events of
default under the Amended Revolving Credit Agreement and the
Amended Master Transaction Agreement.  To avoid the occurrence of
a trigger event, the company must:

   (1) retain an investment bank by December 15, 2008 to
       facilitate a liquidity event;

   (2) finalize a plan for a proposed liquidity event by
       December 31, 2008;

   (3) enter into an executed, non-binding letter of intent for a
       liquidity event by February 15, 2009;

   (4) execute a contract for a liquidity event by March 31,
       2009; and

   (5) consummate a liquidity event by May 31, 2009.

The company has previously engaged Morgan Stanley & Co. Inc. and
Greenhill Capital to facilitate a liquidity event.  The company,
together with their advisors, is pursuing several alternatives for
achieving a liquidity event on or before May 31, 2009 including
engaging in discussions with (i) parties regarding the acquisition
of all or a majority of all of the stock of the company, (ii)
financing sources regarding a refinancing of the Amended Revolving
Credit Agreement and the Amended Master Transaction Agreement and
(iii) investors regarding a significant equity investment in the
company.  To date, the company has engaged in discussions with
various third parties regarding a potential sale of the company in
an Acquisition Transaction, raising additional equity capital and
refinancing the Amended Revolving Credit Agreement and the Amended
Master Transaction Agreement.  At this time, the company is unable
to predict which, if any, of these alternatives can be achieved.
The company does not expect to enter into any definitive
documentation with respect to a liquidity event until after the
Consent Deadline.  In determining whether it is in the best
interests of the company's stockholders for the company to enter
into definitive documentation with respect to an Acquisition
Transaction, the Board of Directors of the company will consider a
number of factors, including without limitation, the outcome of
the Offer and the Solicitation.  Given prevailing market
conditions, no assurance can be made that any efforts to achieve a
liquidity event will be successful.  Failure to achieve a
liquidity event would result in an event of default under the
Amended Revolving Credit Agreement and the Amended Master
Transaction Agreement and the lenders and counterparties, as
applicable, would be permitted to accelerate the amounts
outstanding thereunder and exercise the rights and remedies
available to them.

The tender offer is subject to several conditions, including,
among other things, (i) the consummation of an Acquisition
Transaction; (ii) a minimum tender condition; (iii) MXenergy's
receipt, on or prior to the Consent Deadline, of the appropriate
waivers from the lenders and hedge provider, as applicable, under
(A) the Amended Revolving Credit Agreement and (B) the Amended
Master Transaction Agreement enabling MXenergy to consummate the
tender offer; (iv) the receipt of requisite consents and execution
of a supplemental indenture; and (v) MXenergy's receipt of
proceeds from an Acquisition Transaction or one or more financing
transactions that are sufficient (and, under the terms of the
agreements governing MXenergy's indebtedness, are permitted to be
used) to pay the total consideration for the Notes accepted in the
tender offer and all related costs and expenses of the tender
offer and the consent solicitation.  MXenergy may amend, extend or
terminate the tender offer and consent solicitation in its sole
discretion.  The tender offer may not be extended beyond May 31,
2009.

                         About MXenergy

MXenergy is a retail natural gas and electricity supplier in North
America, serving approximately 500,000 customers in 39 utility
territories in the United States and Canada.  Founded in 1999 to
provide natural gas and electricity to consumers in deregulated
energy markets, MXenergy helps residential customers and small
business owners control their energy bills by providing both fixed
and variable rate plans.

As of September 30, 2008, the company's balance sheet showed total
assets of $302,891,000, total liabilities of $285,220,000 and
redeemable convertible preferred stock totaling $50,242,000,
resulting in total stockholders' deficit of $32,571,000.

As reported by the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on natural gas retail marketer MXEnergy Holdings
Inc.'s to 'CC' from 'CCC+'.  The rating remains on CreditWatch
with negative implications.

The TCR reported on Dec. 19, 2008, that Moody's Investors Service
maintained MXenergy Holdings Inc.'s Corporate Family Rating and
Probability of Default Rating of Caa3 and the Ca rating on its
floating rate senior notes due 2011 following the company's
announcement that it intends to commence a cash tender offer to
purchase its outstanding 2011 series notes.  The ratings remain
under review for possible downgrade.


NORTEL NETWORKS: Bookham Has $5,000,000 in Receivables
------------------------------------------------------
Bookham, Inc., reported revenue for the second quarter of fiscal
2009 of $50.2 million, compared with $66.5 million in the first
quarter of fiscal 2009, and $59.0 million in the second quarter of
fiscal 2008.  Bookham says revenues for the second quarter of
fiscal 2009 excluded (i) $4.1 million for products that were
shipped to Nortel Networks, a major customer, but for which
payment was not received prior to its bankruptcy filing on
January 14, 2009, and (ii) $1.3 million for products that were
shipped to a contract manufacturer for which payment may not be
received as a result of the Nortel Networks bankruptcy filing.  As
a result, an aggregate of $5.4 million in revenue has been
deferred, Bookham says.  Revenues for the second quarter of fiscal
2009 would have been $55.6 million if these revenues had not been
deferred.

Bookham, Inc. -- http://www.bookham.com-- provides high
performance optical products, spanning from components to advanced
subsystems.

                        About Nortel Networks

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Flextronics Has $145MM Distressed Client Charge
----------------------------------------------------------------
Singapore-based Flextronics reports that during the third quarter
ended December 31, 2008, it recognized a distressed customer
charge of roughly $145 million associated with the filing for
bankruptcy by Nortel Networks, Inc.  This charge is comprised of
$47 million of provisions for pre-bankruptcy accounts receivable
and $98 million for the write-down of inventory.

Flextronics says the bankruptcy proceedings are in the early
stages and that management will continue to monitor and re-
evaluate the situation and will refine its estimates, if and when
better information presents itself.  Flextronics has been selected
to serve as a member and Chairperson of the Official Committee of
Unsecured Creditors in Nortel's U.S. Chapter 11 cases.

On December 30, 2008, Flextronics announced the results of its
previously announced cash tender offer for up to $250.0 million in
aggregate principal amount of its outstanding 1% convertible
subordinated notes due August 1, 2010. The Company accepted for
purchase approximately $259,999,000 in aggregate principal amount
of notes validly tendered and not withdrawn at a purchase price of
$870 per $1,000 principal amount, or $226.2 million.  As a result
of the tender offer, the Company recognized a net gain of
approximately $28.1 million net of transaction costs and the
write-off of related debt issuance costs.  As of December 31, 2008
$240.0 million of these notes remain outstanding.

                        About Nortel Networks

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

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

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

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

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

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

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

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


OSVOLD ACQUISITION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Osvold Acquisition, LLC
        2828 University Avenue SE
        Minneapolis, MN 55414-3282

Bankruptcy Case No.: 09-40238

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Steven B. Nosek, Esq.
                  Steven Nosek
                  701 4th Ave St. Ste. 700
                  Minneapolis, MN 55415
                  Tel: (612) 335-9171
                  Fax: (612) 339-9545
                  Email: snosek@visi.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/mnb09-40238.pdf

The petition was signed by Kim Weninger, President of the company.


PALM HARBOR: Obtains Waiver on Covenant Violations
--------------------------------------------------
Larry Keener, chairman and chief executive officer of Palm Harbor
Homes, Inc., says the Company has obtained a waiver from Textron
Financial Corporation, the Company's floor plan lender, as to a
covenant violation as of December 26, 2008, as well as agreed to
certain modifications to the Company's credit facility with TFC
including a new committed amount of $50.0 million and a new
facility expiration date of March 31, 2010.

"We currently have $58.3 million outstanding under the facility
which will be reduced to $50.0 million through normal payoffs,"
Mr. Keener says.

On January 27, 2009, Palm Harbor reported financial results
for the third quarter and nine months of fiscal 2009 ended
December 26, 2008.  Net sales for the third quarter totaled
$89.6 million compared with $140.6 million in the year-earlier
period.  Net loss for the third quarter totaled $12.9 million
compared with a net loss of $9.3 million a year ago.

Net sales for the nine months ended December 26, 2008, were
$330.4 million compared with $428.6 million in the year-earlier
period.  Net loss for the year-to-date period in fiscal 2009
totaled $17.7 million, compared with net loss of $111.6 million in
the prior-year period.

According to Mr. Keener, "Our financial results for the third
quarter of fiscal 2009 reflect the severe state of our industry
and the weakness in the overall housing market.  The prevailing
economic uncertainties, credit crisis and general consumer
paralysis are keeping potential homebuyers on the sidelines.
Manufactured housing shipments for the latest reported three
months to the key states of Texas, Florida, Arizona and California
declined 37.7 percent from last year's already historically low
levels.  This drastic slowdown in demand for factory-built homes
and decline in retail traffic that began in the second quarter has
continued to adversely affect our business and we expect this
trend to continue through calendar 2009.

"In light of the economic crisis and challenging business
conditions, our top priorities are cash generation and cash
preservation in every area of our operations. . . .  The Company
has in excess of $100 million of unlevered assets and we are
working with a financial advisor to leverage these assets to
generate cash through this uncertain economic environment.  We are
pleased to report that CountryPlace Mortgage, our finance
subsidiary, has obtained a $10 million construction lending line,
which is especially noteworthy in this credit environment."

TFC is in the process of an orderly liquidation of certain
commercial finance businesses including their housing inventory
finance business.

Mr. Keener adds, "In spite of these difficulties, we have
continued to manage our operations as efficiently as possible and
we have made considerable progress with respect to a number of key
initiatives.  With the decline in retail demand, we have focused
on new areas of business, including commercial and military
projects, which present new revenue opportunities for Palm Harbor.
These institutions are looking for a quality provider and we are
well positioned as the preferred supplier to meet this demand.
During the third quarter, we were awarded a new government
contract on a $14 million military installation with construction
expected to commence in late January.  In addition, in spite of
current economic conditions, both CountryPlace Mortgage and
Standard Casualty, our insurance subsidiary, remain profitable and
continue to generate positive cash flow for the Company. These
actions demonstrate Palm Harbor's ability to move forward in spite
of the challenges we are facing."

Mr. Keener continues, "During the fourth fiscal quarter, we are
taking additional actions to further reduce our operating costs in
light of current and expected demand.  We are closing the
Nationwide modular plant in Siler City, North Carolina, and
several additional underperforming sales centers.  Additionally,
we are taking steps to lower our quarterly selling, general and
administrative expenses, increase margins and further reduce our
receivables and inventory levels.  The net effect of these actions
should lower our go forward breakeven point by approximately $100
million in annual revenues.  More importantly, we believe we will
be better positioned to sustain a prolonged downturn and benefit
from any upside in demand when it occurs.  Regardless of market
conditions, Palm Harbor remains the most trusted brand name in the
industry with a diverse and high-quality product line, an
excellent retail and manufacturing team and exceptional customer
service."

Kelly Tacke, executive vice president and chief financial officer
of Palm Harbor, says "We continue to maintain a very disciplined
focus on controlling our costs and carefully managing our cash
flow.  As a result of our efforts and previous restructuring
actions, we have reduced our selling, general and administrative
expenses by over 18 percent through the first nine months of this
fiscal year.  With the added steps we are taking in the fourth
fiscal quarter, we expect to reduce these expenses by an
additional 16 percent annually.  We have also reduced our
receivables and inventories and will continue to carefully manage
our business and conserve cash.  In addition, we have utilized
approximately $9.1 million of our cash to retire $15.6 million of
our convertible senior notes to maximize our return on capital."

Palm Harbor Homes, Inc. -- http://www.palmharbor.com/-- is one of
the nation's leading manufacturers and marketers of multi-section
manufactured homes.  The Company markets nationwide through
vertically integrated operations, encompassing manufacturing,
marketing, financing and insurance.


PETTERS GROUP: Ritchie Tries to Block Dough Kelley as Trustee
-------------------------------------------------------------
Finalternatives.com reports that Ritchie Capital Management is
trying to prevent the appointment of Dough Kelley as Petters
Group's trustee.

Citing Ritchie Capital, Finalternatives.com relates that
Mr. Kelley's position as court-appointed receiver for Petters
Group creates a conflict of interest that should keep him from
serving as trustee.  Finalternatives.com says that Ritchie Capital
reportedly fears that Mr. Kelley will collaborate with the U.S.
Attorney's office in Minneapolis to seek payment for Mr. Petters'
victims restitution before paying off his creditors.

Mr. Kelley, according to Finalternatives.com, said that Ritchie
Capital is trying to gain control of Petters Group Worldwide and
Petters Co.  Court says that Mr. Kelley said that Ritchie Capital
allegedly charged 362.1% interest on a $12 million loan and 80%
interest on a $146 million loan to Mr Petters.  Finalternatives
relates that Ritchie Capital described the interest rates as
standard for "very, very short-term loans."

Finalternativenews.com reports that Ritchie Capital had tried to
depose from the case, but the U.S. Bankruptcy Judge Gregory Kishel
rejected Ritchie Capital's request, saying that the company's tone
implied "some kind of conspiracy" between the receiver and
prosecutors.  According to the report, Judge Kishel said there was
no evidence that Mr. Kelley was working "in concert with the U.S.
government."

Ritchie Capital, says Finalternatives.com, will continue its
battle to recoup some of the $160 million it lent to Tom Petters.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


PILGRIM'S PRIDE: Don Jackson Elected to Board of Directors
----------------------------------------------------------
Pilgrim's Pride Corporation says Don Jackson, president and chief
executive officer, has been elected to the Company's Board of
Directors, effective immediately.  Dr. Jackson joined the company
on an interim basis last month and his appointment as president
and CEO was approved on January 27, 2009, by the U.S. Bankruptcy
Court for the Northern District of Texas.  Prior to accepting his
position with Pilgrim's Pride, he served as president of Foster
Farms' poultry division, a leading poultry producer on the West
Coast.

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

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

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

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

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


REGAL ENTERTAINMENT: Amends Bank Facility & Reduces Dividend
------------------------------------------------------------
Regal Entertainment Group disclosed a modified capital strategy
which includes an amended senior credit facility and a reduction
to the company's quarterly dividend.

On January 20, 2009 Regal Cinemas Corporation, a wholly owned
subsidiary of Regal Entertainment Group, entered into the First
Amendment to the Fifth Amended and Restated Credit Agreement,
dated October 27, 2006, with Credit Suisse, Cayman Islands Branch,
as Administrative Agent and the lenders party thereto.  The Senior
Credit Facility consists of a term loan facility in an aggregate
original principal amount of $1.65 billion and a revolving credit
facility in an aggregate principal amount of up to $100.0 million.

As a result of the Amendment, either the company, or its wholly-
owned subsidiary, Regal Entertainment Holdings, Inc., will be
permitted from time to time to purchase loans outstanding under
the Senior Credit Facility.  The Amendment provides that the
aggregate principal amount of loans that can be repurchased shall
not be more than $300.0 million and all repurchases will close on
or before the date that is 270 days after the First Amendment
Effective Date and sets forth the terms for implementing an offer
to repurchase those loans.  There can be no assurance that the
company will conduct a Dutch Auction or that, if the company
conducts one, the company will be able to successfully purchase
loans at a price less than their aggregate principal amount.

Under the Amendment, (i) the Applicable Margin for Revolving Loans
under the Revolving Facility and for Term Loans under the Term
Facility is increased by 2.0%, (ii) Regal Cinemas' ability to
elect interest periods for LIBOR borrowings is limited to interest
periods of 2, 3, 6, or 12 months, with 1 month interest periods no
longer being available, and (iii) Regal Cinemas may exclude a
minimum of $100.0 million, but not more than
$200.0 million, of Subordinated Debt that is used to repay amounts
outstanding under the Term Loan from certain financial covenant
calculations.

The Amendment also modifies other financial covenants to be less
restrictive:

   (i) extending the time period for which the Maximum
       Consolidated Adjusted Leverage Ratio may not exceed
       5.75:1.00 until the 2nd Fiscal Quarter of 2011 and (ii)
       providing that the Maximum Consolidated Adjusted Leverage
       Ratio may not exceed (x) 5.50:1.00 from the 3rd Fiscal
       Quarter of 2011 through the 4th Fiscal Quarter of 2011 and
       (y) 5.25:1.00 from the 1st Fiscal Quarter of 2012 and
       thereafter; and

  (ii) extending the time period for which the Maximum
       Consolidated Leverage Ratio may not exceed 3.75:1.00 until
       the 2nd Fiscal Quarter of 2011 and (ii) providing that the
       Maximum Consolidated Leverage Ratio may not exceed (x)
       3.50:1.00 from the 3rd Fiscal Quarter of 2011 through the
       4th Fiscal Quarter of 2011 and (y) 3.25:1.00 from the 1st
       Fiscal Quarter of 2012 and thereafter.

According to the company, the amended senior credit facility
provides greater flexibility both in terms of covenant levels and
future financing opportunities allowing Regal greater latitude in
optimizing its capital structure.

A full-text copy of the First Amendment to the Fifth Amended and
Restated Credit Agreement is available for free at:

               http://researcharchives.com/t/s?38c3

                           Cash Dividend

Regal's Board of Directors also declared a cash dividend of $0.18
per Class A and Class B common share, down from $0.30 per share in
the prior quarter.  The dividend is payable on March 17, 2009, to
stockholders of record on March 5, 2009.

"Regal is not under stress from debt commitments or loan
maturities, our balance sheet is strong, and we are optimistic
regarding the 2009 film slate," stated Mike Campbell, CEO of Regal
Entertainment Group.  "But we believe that the current environment
requires a more conservative capital strategy and that these
combined actions allow the Company to retain more capital for de-
leveraging its balance sheet and other opportunities."

                    About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a
geographically diverse theatre circuit in the United States,
consisting of 6,776 screens in 551 locations in 39 states and the
District of Columbia.

At Sept. 25, 2008, the company's balance sheet showed total assets
of $2.5 billion and total liabilities of $2.7 billion resulting in
a stockholders' deficit of about $223.7 million.

As reported in the Troubled Company Reporter on Jan. 28, 2009,
Standard & Poor's Ratings Services said that its ratings on Regal
Entertainment Group and operating subsidiary Regal Cinemas Corp.,
including the 'BB-' corporate credit rating, remain on CreditWatch
with negative implications, where S&P initially placed them on
Nov. 19, 2008.


REGAL ENTERTAINMENT: Approves Cash Bonus Awards for Officers
------------------------------------------------------------
Pursuant to the Annual Executive Incentive Program of Regal
Entertainment Group and based on the attainment of performance
targets previously established by the Compensation Committee of
the Board of Directors of the company under the Incentive Program,
on January 14, 2009, the company approved annual cash bonus awards
for these officers:

   Name and Principal Positions                       Cash Bonus
   ----------------------------                       ----------
   Michael L. Campbell, Chief Executive Officer         $720,000

   Gregory W. Dunn, President & Chief Operating Officer $288,563

   Amy E. Miles, Executive Vice President and CFO       $288,563

   Peter B. Brandow, Executive Vice President,
   General Counsel and Secretary                        $226,125

Based on its review of the company's performance, on January 14,
2009, the Committee recommended, and the company's Board of
Directors approved, to keep base salaries for the company's
executive officers for fiscal 2009 at the same level as fiscal
2008:

   Name and Principal Positions               Fiscal 2009 Salary
   ----------------------------               ------------------
   Michael L. Campbell, Chief Executive Officer         $800,000

   Gregory W. Dunn, President & Chief Operating Officer $427,500

   Amy E. Miles, Executive Vice President and
   Chief Financial Officer                              $412,500

   Peter B. Brandow, Executive Vice President,
   General Counsel and Secretary                        $335,000

                    About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a
geographically diverse theatre circuit in the United States,
consisting of 6,776 screens in 551 locations in 39 states and the
District of Columbia.

At Sept. 25, 2008, the company's balance sheet showed total assets
of $2.5 billion and total liabilities of $2.7 billion resulting in
a stockholders' deficit of about $223.7 million.

As reported in the Troubled Company Reporter on Jan. 28, 2009,
Standard & Poor's Ratings Services said that its ratings on Regal
Entertainment Group and operating subsidiary Regal Cinemas Corp.,
including the 'BB-' corporate credit rating, remain on CreditWatch
with negative implications, where S&P initially placed them on
Nov. 19, 2008.


REHRIG INTERNATIONAL: Ct. Grants Plea to Convert Cases to Ch. 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Dec. 23, 2008, the motion of Rehrig International, Inc., Woodside-
United Acquisition, LLC, and Woodside RU Holdings, Inc., to
convert their Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code.

The Debtors told the Court that that have not been able to reach
an agreement regarding a further extension of the Dec. 23, 2008
Termination Date of the financing provided by Bank of America.
Without such financing, the Debtors said they will be unable to
manage and operate their businesses.

Headquartered in Richmond, Virginia, Rehrig International
Incorporated -- http://www.rehrig.org-- manufactures wire
products, plastic processed plastics, industrial trucks &
tractors, conveyors & conveying equipment, laminated plastics and
sheet metal fabricator.  The company and its two affiliates filed
for Chapter 11 protection on Sept. 5, 2008 (Bankr. D. Del. Case
No. 08-12064).  Kurtzman Carson Consulting, LLC, serves as the
Debtors' Claims, Noticing and Balloting Agent.  Richard W. Riley,
Esq., at Duane Morris LLP, and Stephen Edward Garcia, Esq., at
Stephen E. Garcia PC, represent the Debtors as counsel.  Bradford
J. Sandler, Esq., at Benesch Friedlander Coplan & Aronoff, and
Wojciech F. Jung, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors as counsel.  When the
Debtors filed for protection from their creditors they listed
assets of between $10 million and $50 million and estimated debts
of between $10 million and $50 million.


RENTAL CAR: Moody's Cuts Ratings on Notes Backed By Guarantors
--------------------------------------------------------------
Moody's Investors Service has downgraded the current ratings as
well as the underlying ratings on these notes that are guaranteed
by the financial guarantors identified.  The underlying rating
reflects the intrinsic credit quality of the notes in the absence
of the guarantee.  The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: Rental Car Finance Corp., Series 2007-1

Class Description: Class A Notes due July 2013

  -- Current Rating: Downgrade to Caa1 from Ba3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Caa1, outlook negative)

  -- Underlying Rating: downgraded to Caa1 from Ba3

Issuer: Rental Car Finance Corp., Series 2006-1

Class Description: Class A Notes due May 2012

  -- Current Rating: Baa1

  -- Financial Guarantor: Ambac Assurance Corporation (Baa1,
     developing)

  -- Underlying Rating: downgraded to Caa1 from Ba2

Issuer: Rental Car Finance Corp., Series 2005-1

Class Description: Class A-1 and A-2 Notes due June 2011

  -- Current Rating: Downgraded to Caa1 from B1

  -- Financial Guarantor: Syncora Guarantee Inc. (formerly XL
     Capital Assurance Inc.) (Caa1, under review, direction
     uncertain)

  -- Underlying Rating: Downgraded to Caa2 from B1

The underlying ratings were first published on September 11, 2008.
The downgrade is largely driven by the deterioration in the credit
profile of the Detroit Three auto manufacturers, Chrysler LLC, in
particular, and its impact on the potential recovery rate of the
rental car fleet owned by Rental Car Finance Corp.  As a result of
this deterioration, Moody's have revised Moody's assumptions of
the probability of default of the Detroit Three as well as the
recovery rate of the fleet in the event of a default.

                  Principal Rating Methodology

The key factors in Moody's rating analysis include the probability
of default of Dollar Thrifty Automotive Group, Inc., the
likelihood of default of the auto manufacturers providing vehicles
to the rental car fleet owned by RCFC, and the recovery rate on
the rental car fleet in case DTAG defaults.  A Monte Carlo
simulation approach was used to assess the impact on bondholders
of these variables.

The default of DTAG was simulated based on its current rating and
Moody's idealized default rates. Like all rental car companies,
RCFCs fleet includes both program cars (vehicles subject to
repurchase by the related auto manufacturer at pre-set prices) and
non-program or 'risk' vehicles that do not benefit from such
repurchase agreements.  Under the terms of the simulation, in
cases where DTAG does not default then it is assumed that
bondholders are repaid in full and no liquidation of the DTAG
rental car fleet is necessary.  In cases where DTAG does default,
the RCFC fleet must be liquidated in order to repay bondholders.
In those cases, defaults of the related auto manufacturers must
also be simulated.  Due to Detroit Three's current highly
uncertain credit status, their defaults were simulated based on
estimates for probability of default provided by Moody's corporate
analysts which incorporated estimates for the likelihood of both
Chapter 7 and Chapter 11 bankruptcies as well as the potential, in
a Chapter 11 scenario, for an auto manufacturer to honor its
repurchase obligation.

In simulating liquidation of the rental car fleet following a DTAG
default, it is assumed that the non-program fleet will be sold at
the end of a six-month delay period with certain haircuts to the
estimated market value of the vehicles at time of liquidation.
The delay is incorporated to reflect potential legal challenges to
obtaining control of the fleet and the potential difficulties of
marshaling and selling such a large quantity of vehicles.  If at
the same time an auto manufacturer also defaults, additional
haircuts are assumed for its portion of the fleet.  Moody's assume
more stressful haircuts for a Chapter 7 filing by the manufacturer
than for Chapter 11 reorganization.

For program vehicles, it is assumed that when DTAG defaults, the
program vehicles will be disposed of based on the default status
of each related manufacturer.  If a manufacturer does not default,
then, at the end of the six-month delay period, that
manufacturer's program vehicles will be turned back to the
manufacturer based on the terms of the buyback agreement.  If a
manufacturer is assumed to be in Chapter 11, Moody's assume that
there is a certain probability that the buyback obligation
nevertheless will be honored.  If the buyback agreement is
honored, the program vehicles will be put back to that
manufacturer based on the buyback agreement.  If the buyback
agreement is rejected, then it is assumed that the defaulting
manufacturer's program vehicles will be sold as risk vehicles in
the auction market, with the haircut for risk vehicles in Chapter
11 applied.  If a manufacturer is assumed to be in Chapter 7, then
Moody's assume that the buyback agreement is never honored and
that manufacturer's program vehicles will be liquidated as risk
vehicles in the auction market, with the haircut for risk vehicles
in Chapter 7 applied.

In all cases, the market value of a vehicle at time of liquidation
is estimated using market depreciation data from the National
Automobile Dealers Association for each manufacturer in the
collateral pool.  Recovery rate is calculated as disposal proceeds
divided by book value (value under the terms of the
securitization) at the time of disposal.


RUSORO MINING: Gold Reserve Asks Shareholders to Reject Merger
--------------------------------------------------------------
Spokane, Washington-based Gold Reserve Inc. sent a letter to its
shareholders urging them not to tender their shares into Rusoro
Mining Ltd.'s (CA:RML: news, chart, profile )December 15, 2008
unsolicited offer to acquire all of the outstanding shares and
equity units of Gold Reserve in consideration for three shares of
Rusoro for each Gold Reserve share tendered under the Offer.

Gold Reserve's Board of Directors has unanimously rejected
Rusoro's unsolicited offer, citing that:

   -- The Rusoro Offer does not represent a premium as it does
      not provide shareholders adequate consideration for the
      fair value of Gold Reserve's assets and their relative
      contribution to the proposed combined company.

   -- Rusoro's weak financial position would expose Gold Reserve
      shareholders to increased risk.

   -- Rusoro lacks the operational expertise necessary to
      maintain, much less enhance, the value of the combined
      company.

The Gold Reserve board calls the offer "opportunistic, financially
inadequate and significantly undervalues" Gold Reserve.

On January 19, 2009, after more than 30 days of making its case to
Gold Reserve shareholders, Rusoro said less than 3% of Gold
Reserve's outstanding shares had been tendered into its Offer.
Rusoro has extended its bid expiry date to February 18, 2009.

"Rusoro is attempting to acquire Gold Reserve's significant
assets, including our world-class Brisas Project and our
significant cash holdings, without paying you a premium for the
underlying value of your shares," Gold Reserve's letter says.

"Gold Reserve's implied value per share, considering Gold
Reserve's net cash, equipment and investment in Brisas, is more
than twice the current implied Offer price of C$1.95 (based on
the closing price of C$0.65 for Rusoro shares on the TSX-V on
January 26, 2009).  Under the terms contemplated in the Offer,
Rusoro would effectively pay nothing for Gold Reserve's
approximately 10.2 million ounces of proven and probable gold
reserves and approximately 1.4 billion pounds of proven and
probable copper reserves."

Gold Reserve's board believes that a transaction with Rusoro would
expose Gold Reserve shareholders to increased financial risk due
to Rusoro's negative cash flow, working capital deficit and near
term debt repayment obligations.  The board also has significant
concerns about Rusoro's past delinquency with certain quarterly
regulatory filings, noting that:

   -- Since launching its hostile bid on December 15, 2008,
      Rusoro has failed to directly address what the board
      believes are financial deficiencies outlined in its
      quarterly reports to shareholders, the most recent being
      for the quarter ended September 30, 2008.

   -- Rusoro has provided no update on its current cash position
      or any meaningful guidance as to its liquidity outlook for
      2009, and omitted any discussion of this key issue in its
      last financial press release.

   -- Substantially all of Rusoro's assets are encumbered by the
      US$80 million Hambro/Endeavour Loan due in full in June
      2010, yet Rusoro lacks the cash flows necessary to meet
      this obligation.

   -- A number of Rusoro's quarterly filings with the Canadian
      securities regulatory authorities over the last two years
      have been delinquent.

   -- Rusoro has not publicly filed an audited annual financial
      report for 2008.  Without this report, Gold Reserve
      shareholders cannot make an informed assessment of Rusoro's
      2008 performance and its plans for 2009.


SCOTT SCANLON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Scott A. Scanlon
        19 Stanwich Lane
        Greenwich, CT 06830

Bankruptcy Case No.: 09-50084

Chapter 11 Petition Date: January 20, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: 203-325-4376
                  Email: EPlotkinJD@aol.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/ctb09-50084.pdf

The petition was signed by Scott A. Scanlon.


SMURFIT-STONE: Receives Delisting Notice From Nasdaq
----------------------------------------------------
Smurfit-Stone Container Corporation received a "Staff
Determination" notification from Nasdaq that its equity securities
will be delisted from The Nasdaq Stock Market.  The decision was
based upon Nasdaq's Marketplace Rules 4300, 4450(f) and IM-4300,
and was made after reviewing the company's press release that it
had filed for protection under Chapter 11 of the U.S. Bankruptcy
Code and other publicly available information.

Trading of the company's common stock and 7% Series A Cumulative
Exchangeable Redeemable Convertible Preferred Stock will be
suspended at the opening of business on February 4, 2009.  Nasdaq
will file a Form 25-NSE with the Securities and Exchange
Commission, which will remove the securities from listing and
registration.

The Company does not plan to appeal the Staff Determination.
These securities will not be immediately eligible to trade on the
OTC Bulletin Board or in the "Pink Sheets," but may become
eligible if a market maker makes application to register in and
quote the securities in accordance with Securities and Exchange
Commission Rule 15c2-11, and such application is cleared.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and $5.582
billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Receives Approval for Critical First Day Motions
---------------------------------------------------------------
Smurfit-Stone Container Corporation said the U.S. Bankruptcy Court
in Wilmington, Delaware, has granted the relief the Company
requested in its "First Day Motions" filed in conjunction with its
voluntary filing for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The court issued a variety of orders on either a final or interim
basis that will ensure that Smurfit-Stone continues to operate in
a "business as usual" mode throughout the reorganization process.
The Company's Canadian subsidiaries have received similar relief
under the Companies' Creditors Arrangement Act (CCAA) from the
Ontario Superior Court of Justice.

Smurfit-Stone has now received court authorization to, among other
things:

    -- Utilize up to $550 million of the Company's new
       $750 million debtor-in-possession credit facility on an
       interim basis.  As customary, a hearing at which the
       Company will seek final court approval for the full amount
       of the DIP facility and other First Day Motions has been
       scheduled for February 23, 2009.

    -- Provide employee wages, reimbursements, health care
       coverage, vacation, sick leave and similar benefits
       without interruption;

    -- Honor customer obligations; and,

    -- Ensure the continuation of the Company's cash management
       systems and other business operations.

Patrick J. Moore, chairman and CEO, said, "The authorization we
received from the court is an important and positive first step in
our reorganization and allows us to operate in a business as usual
mode.  We are focused on providing our customers with quality
goods and services.  Smurfit-Stone intends to pay vendors in the
ordinary course under existing terms for all goods and services
received after the filing date.  We are moving forward to
restructure our debt and develop a capital structure more suited
to support our long-term growth and profitability."

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SPECIAL DEVICES: Section 341(a) Meeting Adjourned on February 25
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
adjourned the meeting of creditors of Special Devices Incorporated
on Feb. 25, 2009, at 1:00 p.m., at the U. S. Federal Bldg., at 844
King Street, Room 2112 in Wilmington, Delaware.

The creditors meeting was originally set for Jan. 21, 2009.

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.

                       About Special Devices

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.  Special
Devices filed for Chapter 11 protection on December 15, 2008
(Bankr. D. Del. 08-13312) after failing to refinance $73.6
million in debt.  The Hon. Mary F. Walrath oversees the case.
Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtor's counsel.  Gibson,
Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


S-TRAN HOLDINGS: May Use AFCS' Cash Collateral Until January 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized S-Tran Holdings, Inc., Service Transport, Inc. and
Dixie Trucking Company, Inc. to use cash collateral of American
Capital Financial Services, Inc., for itself and as agent of
affiliated entities American Capital Strategies, Ltd. and ACS
Funding Trust I, to pay for expenses pursuant to a budget, through
Jan. 31, 2009.

ACFS asserts a lien on and security in substantially all of the
assets of the Debtors, to secure indebtedness in the approximate
principal amount of $7.5 million.

Per stipulation, the Debtor's use of ACFS' cash collateral may be
extended through Feb. 28, 2009, and through March 31, 2009.

As adequate protection for any diminution in the value of its
interest in the prepetition collateral resulting from the Debtor's
use of cash collateral, ACFS is granted replacement security
interests and liens in all of the now owned or hereafter acquired
assets and property of the Debtor, real and personal, excluding
any avoidance actions under Chapter 5 of the Bankruptcy Code.

These replacement liens shall be subject to (x) a Carve-Out for
the payment of allowed professional fees and disbursements
incurred by the professionals retained pursuant to Sec. 327 of the
Bankruptcy Code, (y) the liens previously granted to LaSalle
Business Credit, LLC pursuant to the Post-Petition Financing
orders and the Pre-Petition Agreements, and (z) any Prior
Permitted Liens prior in interest and senior to the liens granted
to LaSalle.

As further adequate protection, ACFS is also granted a
superpriority administrative expense claim, junior only to (x) the
Carve-Out and (y) the superpriority claims granted to LaSalle.
This superpriority claim shall not, however, extend to the
proceeds of avoidance actions.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.

On April 11, 2008, the Court approved the disclosure statement
explaining the Debtors' First Amended Plan of Liquidation and
fixed the voting procedures associated with approval of the Plan.
On Dec. 23, 2008, the Court granted the Debtors Third Motion,
extending the deadline fixed for the service of solicitation
packages by the Voting Procedures Order to Feb. 22, 2009, and
scheduling the confirmation hearing to April 8, 2009.


S-TRAN HOLDINGS: Court Extends Plan Filing Period to March 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended S-Tran Holdings Inc. and its debtor-affiliates' exclusive
period to file a plan through and including March 2, 2009, and the
Debtors exclusive period to solicit acceptances of that plan
through and including May 4, 2009.

As reported in the Troubled Company Reporter on Dec. 2, 2008, the
Debtors told the Court that the further extensions will not
harm or prejudice the Debtors' creditors or other parties in
interest.

The Debtors also related that the request for a further extension
of the Exclusive Periods is in order to protect their rights with
respect to the Plan, any amendment, and associated solicitation
under the Voting Procedures.

On April 11, 2008, the Court approved the disclosure statement
explaining the Debtors' First Amended Plan of Liquidation and
fixed the voting procedures associated with approval of the Plan.
On Dec. 23, 2008, the Court granted the Debtors Third Motion,
extending the deadline fixed for the service of solicitation
packages by the Voting Procedures Order to Feb. 22, 2009, and
scheduling the confirmation hearing to April 8, 2009.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


STAN LEE MEDIA: Says Jan. 27 PR Contains False Allegations
----------------------------------------------------------
POW! Entertainment says that on January 27 a press release issued
by persons falsely claiming to speak on behalf of Stan Lee Media
Inc. falsely presented the details of a California court ruling in
the case QED v. Nesfield.  Despite assertions by certain
"plaintiffs" against Stan Lee in New York, POW! Entertainment says
Stan Lee, POW! Entertainment and QED Productions' interest in
copyrights and trademarks owned by them may remain with POW!, QED,
and Mr. Lee, according to a decision handed down by a Federal
Court in Los Angeles on January 27, 2009.

POW! Entertainment says the terms and phrases used in the press
release referring to Stan Lee as "looting" the company are
completely unfounded and nowhere in the ruling does it mention
anything of this nature, according to Mark Williams, counsel for
POW! Entertainment.  "We invite you to read a copy of the ruling
which is on public record with the California Federal Court of Los
Angeles," POW! Entertainment says.

As reported by the Troubled Company Reporter on January 28, 2009,
Judge Stephen V. Wilson of the United States District Court in
California ruled that Mr. Lee and Arthur Lieberman violated both
the bankruptcy laws of the United States and the Orders of a
Federal Bankruptcy Judge when they unlawfully transferred to POW
and themselves assets belonging to Stan Lee Media Inc.

The statement was purportedly issued by Stan Lee Media, Inc.  The
January 27 statement says Messrs. Lee and Lieberman and Marvel
enterprises are being sued for looting the Estate of Stan Lee
Media, Inc. in Chapter 11 Bankruptcy protection from 2001-2006.
Martin Garbus, Esq., on behalf of shareholders of SLMI filed a
Shareholder Derivative action on January 26, 2009, in Manhattan
federal court claiming 50% percent ownership in such mega-popular
Super Hero entertainment franchises as Spider Man, Iron Man and
the X-Men.

According to the January 27 statement, "This is an extraordinarily
victory for the shareholders of Stan lee Media.  If the Court
further agrees with the shareholders of SLMI, they will be
entitled not only to recover $1 billion dollars plus but also a
50% interest in the future profits that Marvel makes from the
Marvel characters created by Stan Lee."

According to the January 27 statement, "To interview SLMI lawyer
contact Martin Garbus at 646-515-2593.  To obtain background
materials on [the] decision and [Mr. Garbus' derivative] suit
contact Burson-Marsteller: Paul Rodriguez at 202-530-4581, e-mail
him at paul.rodriguez@bm.com, or Catherine Hill,
Catherine.hill@bm.com, 202-530-4546."

POW! Entertainment, however, notes that the California ruling
states that further proceedings will be necessary in the case.
Any reasonable person reading the ruling would find it impossible
to conclude that shareholders of SLMI could potentially reap a
billion dollars, according to Williams.  POW! still retains the
rights to Stan Lee's name, likeness and works created while at
POW!.  In fact, the Court held that Stan Lee, POW! and QED still
have the right to have an alleged agreement between Stan Lee and
SLMI from 1998 declared void.

With regard to the lawsuit filed January 26 in New York by
purported shareholders of SLMI -- three of the four plaintiffs are
not shareholders -- the entire basis of the suit is based upon
this alleged agreement.  SLMI breached the agreement in 2000 --
2001, and it was terminated.  The agreement is also void under
California law. These facts show a complete lack of a basis for
the suit in New York, POW! Entertainment says.

The case in California is not concluded, and the press release
issued by the New York plaintiffs is false, POW! Entertainment
says.  When the California case is concluded, Stan Lee believes
that justice and truth will prevail, and the illegal acts of those
associated with the "plaintiffs" in the New York suit will be
exposed -- the "plaintiffs" in the New York suit and the
California case are all friends and cohorts of Peter Paul, who was
a founder of SLMI and is awaiting sentencing for manipulating the
stock of SLMI which is what led to its downfall and bankruptcy in
2001.

SLMI was placed into Chapter 11 Reorganization in bankruptcy by
Stan Lee in 2001 after the dot-com bust and emerged in November
2006, beginning a titanic battle between shareholders and the
company's founder, Mr. Lee.


STEVE MCKENZIE: Asks Creditors Time for Repayment Plan
------------------------------------------------------
Monica Mercer at Chattanooga Times Free Press reports that Steve
McKenzie and his attorney, Kyle Weems, asked creditors on Tuesday
to give him more time to restructure his business ventures and
come up with a plan to repay debts in excess of $150 million.

Mr. McKenzie, according to Chattanooga Times, told creditors
during a meeting that he draws a salary of $1,500 per week.  As
reported by the Troubled Company Reporter on Jan. 19, 2009,
creditors were scheduled to hold a meeting with Mr. McKenzie in
the U.S. Bankruptcy Court for the Eastern District of Tennessee on
Jan. 27, 2009.

The Chattanooga Times quoted Mr. Weems as saying, "We hope that
the creditors will be patient with us.  Mr. McKenzie has problems
with liquidity, but we believe his assets, if he is given time,
have significant value."  Chattanooga Times relates that creditors
wanted proof of that claim.

Mr. McKenzie has been hurt by the declining real estate,
Chattanooga Times says, citing Mr. Weems.

Chattanooga Times states that the lawyers for the various banks
who helped finance more than 100 McKenzie businesses asked where
all the money had gone.  According to the report, an attorney for
Integrity Bank asked what Mr. McKenzie had done with 1,100 acres
of land he purchased in 2006 in Sevier County, using
$11.5 million loaned by the bank.  The report quoted Mr. McKenzie
as saying, "It may sound ridiculous now, but I wanted to flip it,"
the real estate investment practice of buying property then
flipping it to another buyer for a bigger price.

Citing Mr. McKenzie, Chattanooga Times states that the land
remains unsold and the debt is still unpaid.

The TCR reported on Jan. 8, 2009, that Mr. McKenzie filed for a
Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern
District of Tennessee, listing over $151 million in liabilities
and $100 million to $150 million in assets.  Kyle Weems is
assisting Mr. McKenzie in his restructuring effort.


TALLYGENICOM LP: Wants to Access $29.15 Mil. Dymas DIP Facility
---------------------------------------------------------------
TallyGenicom LP and its debtor-affiliate ask the United States
Bankruptcy Court for the District of Delaware for permission to
obtain $29.15 million in senior secured superpriority revolving
credit facility under the postpetition agreement dated Jan. 27,
2009, with a syndicate of financial institution including (i)
Ableco Finance LLC, A3 Funding LP, A4 Funding LP and A5 Funding
LP, as lenders; and (ii) Dymas Funding Company LLC, as
administrative agent for the lenders.

The proceeds of the DIP facility will be used to (i) pay related
fees and expenses; (ii) finance working capital and general
corporate purpose of the Debtors; (iii) pay administrative
expenses arising in the Debtors' Chapter 11 cases in accordance to
the proposed DIP budget.

The DIP facility will bear interest at 6.5% per annum plus the
greater of 4% and the Base Rate.  Accrued interest on the
postpetiton debt will be payable in arrears on the first day of
each calendar month and on the termination date.

To secure their debt obligations, the lenders will be granted
superpriority administrative expense status with priority over all
costs and expense of administration of the cases that are incurred
under any provision of the Bankruptcy Code.

The DIP facility is subject to carve-out to pay fees and expenses
incurred by professionals of the Debtors.

The lenders will be paid a closing fee in an amount equal to 2% of
the DIP facility that will be fully earn upon entry of the interim
order.

The postpetition agreement contains customary and appropriate
events of default.

             Preppetition Senior Secured Indebtedness

The Debtors prepetition operations were primarily funded by a
secured credit facility under a financing agreement dated May 24,
2005, with Dymas Funding, which facility consists of:

   i) a $31.0 million secured term loan credit facility; and

  ii) a $12.0 million secured revolving credit facility.

As of the Debtors' bankruptcy filing, the aggregate principal
amount outstanding under the facility was about $38.0 million
comprised of a $13.3 million revolving credit facility and $23.7
million term loan facility excluding interest, costs, fees and
expenses and other charges.

In addition, the Debtors borrowed $8 million in second lien term
loan under an amended and restated subordinated promissory note
dated Jan. 18, 2008, with Arsenal Capital LP, Arsenal Capital
Partners Qualified Purchaser Fund LP, Arsenal Capital Partners
Executive Fund LP and ACPFIF LLC.  The promissory note is a
secured term loan which replaced in their entirety both (i) that
certain promissory noted dated Sept. 11, 2007, in a principal
amount of $1 million and (ii) certain promissory noted dated Sept.
26, 2007, in a principal amount of $2 million.  As of the Debtors'
bankruptcy filing, the aggregate principal amount outstanding
under the promissory notes was $8.11 million plus interest, cost,
fees, expenses and other charges.

A full-text copy of the Debtors' postpetition agreement dated Jan.
27, 2009, is available for free at:

               http://ResearchArchives.com/t/s?38bd

                        About TallyGenicom

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.  The company and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.

Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent
Printronix Inc., the stalking horse bidder.  Randall L. Klein,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $10 million to $50 million each.


TALLYGENICOM LP: Wants 30 Days More to File Schedule & Statements
-----------------------------------------------------------------
TallyGenicom LP and its debtor-affiliate ask the United States
Bankruptcy Court for the District of Delaware for an extension
30 days to file their schedules of assets and liabilities.

The Debtors tell the Court that the initial deadline to file the
schedules and statements will not be sufficient given the nature
of their business and the limited staff available to perform the
required internal review of their affairs.

                        About TallyGenicom

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.  The company and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.

Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent
Printronix Inc., the stalking horse bidder.  Randall L. Klein,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, represent Dymas Funding Company LLC, agent to Printronix'
lenders.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $10 million to $50 million each.


THOMSON SA: Mulls "Balance Sheet" Restructuring, Assets Sales
-------------------------------------------------------------
France-based Thomson SA said that it will explore with its main
creditors and potential investors solutions aimed at improving its
balance sheet.  Thomson also said that it is initiating a process
to divest business lines which no longer fit within the above
framework. These business lines represented approximately 1
billion euros in revenues in 2008.

In a Jan. 28 release, Thomson said it estimates unaudited
consolidated revenues for the fourth quarter of 2008 of EUR1.47
billion, a decrease of 8.2% on a constant currency basis as
compared to the fourth quarter of 2007.  Its estimated unaudited
net debt at December 31, 2008 was EUR2.1 billion, corresponding to
a gross debt of EUR2.9 billion and a cash position of EUR800
million.  The Group will publish its unaudited year-end results
for fiscal year 2008 on March 10, 2009, at which time it will
detail its strategic roadmap as well as its plans for cost
reduction and optimization of operational processes.

Frederic Rose, Chief Executive Officer of Thomson, commented
"Today we announce the refocusing of our business on content
creators, leveraging our technological expertise and our
positioning with network operators.  Strengthening our balance
sheet is the precondition to implementing this strategic
framework."

               Prelim Trading Update on 4th Quarter

Based on unaudited financial data, consolidated 2008 fourth
quarter revenues amounted to EUR1.468 billion, a decrease of 8.4%
at current exchange rates as compared to the fourth quarter of
2007.  The exchange rate effects, linked primarily to fluctuations
of the dollar against the euro, had a limited impact over the
course of the quarter.  On a constant currency basis, the Group
registered an 8.2% decrease in revenues for the fourth quarter of
2008 as compared to the fourth quarter of 2007.  This continues
the trend observed in the third quarter of 2008, which saw a 7.9%
decrease in revenues on a constant currency basis as compared to
the third quarter of 2007.

Based on unaudited financial data, consolidated revenues for
fiscal year 2008 amounted to EUR4.839 billion, a decrease of 12.7%
at current exchange rates as compared to fiscal year 2007. On a
constant currency basis, the Group registered a 7.7% decrease in
revenues in 2008 as compared to fiscal year 2007.

As part of its annual results preparation, the Group is carrying
out a complete and thorough review of its financial statements.
The Group has appointed PricewaterhouseCoopers as independent
appraiser focusing on goodwill and certain other types of assets,
taking into account the changed market conditions in which the
Group operates and its strategic framework.

                   Debt and Liquidity Situation

Based on preliminary unaudited financial data, Thomson's estimated
net debt at December 31, 2008 was approximately 2.1 billion euros,
corresponding to a gross debt of approximately 2.9 billion euros
and a cash position of approximately 0.8 billion euros.

The increase in net debt in the second half of 2008, of
approximately EUR800 million, is mainly due to:

   -- a rise in working capital needs of about EUR350 million: in
      order to bolster the confidence of its commercial partners,
      and taking into account a more restrictive credit
      environment, Thomson has significantly shortened its
      supplier payment cycle and reduced its use of factoring and
      client advances.  This has also led to a reduction in costs
      linked to payment delays to suppliers, factoring and early
      customer payment discounts;

   -- restructuring costs of approximately EUR80 million; and

   -- other non-operating items of approximately EUR300 million,
      including a related non-cash impact of approximately
      EUR220 million principally due to the impact of exchange
      rate fluctuations on Thomson's debt.

At December 31, 2008, following the drawdown of the remaining
balance on its syndicated credit facility, Thomson's cash position
amounted to EUR775 million.

Some of the company's financing agreements (private placement
notes) contain covenants requiring the net debt to net worth ratio
as at December 31, 2008 not to exceed 1:1.  This ratio will be
measured based on the company's 2008 audited consolidated
financial statements when available. Based on preliminary
unaudited data, it is likely that when the 2008 audited
consolidated financial statements are completed and available at
the latest by the end of April 2009, this covenant will be
breached. Thomson intends to engage with the noteholders to
discuss a resolution of any potential future covenant breach so as
to avoid a decision by the noteholders to accelerate the notes,
which could trigger acceleration of substantially all of the
Group's senior debt.

In any case, reinforcing Thomson's financial flexibility requires
the improvement of its balance sheet and is key to the
implementation of the Group's strategy.  The Group, assisted by
its financial advisors Perella Weinberg Partners and Ph. Villin
Conseil, and by the law firm Davis Polk & Wardwell, is reaching
out to its principal creditors and potential equity investors to
present its strategic framework, engage in a dialogue regarding
the Company's balance sheet and address any question of a
potential future breach of the net debt to net worth covenant.  At
this stage, it is not possible to predict the outcome of these
upcoming discussions.

                        Strategic Framework

As part of an in-depth operational and financial review covering
the whole business, the Board of Directors has approved the
strategic framework proposed by the Chief Executive Officer.

The Group has decided to focus on providing services to content
creators, leveraging its position as a world leader in this area,
the strength of the Technicolor brand with film and television
studios, and its technological assets.  Thomson will support and
assist its customers in their transition towards a digital and
electronic environment, through production, post-production, and
physical and digital content distribution.  The Group will thus
strengthen its market position and growth opportunities in all
activities associated with content creators.

The Group's presence in the set-top box and gateway market
represents a significant edge to support film and television
studios who aim to develop channels for electronic content
distribution to the end-consumer. Thomson brings:

   -- a world market leader position and a cutting-edge
      technological and industrial capability in residential
      access products and related content management systems; and

   -- its strong partnership with network operators.

Thomson's research activities will underpin this strategic
framework and will thus reinforce the Group's patent licensing
business.

                          Asset Disposals

The Board of Directors has approved the Chief Executive Officer's
proposal to divest its non-strategic operations. These assets,
which include Grass Valley and PRN, accounted for approximately 1
billion euros of sales in 2008.

These disposals will be made in accordance with applicable local
labour laws in countries where Thomson operates.

Thomson benefits from a strong technological expertise in video
and a leading commercial position with content creators. The Group
aims to implement a strategy focused on these strengths. The first
step will be to improve its balance sheet. The Group is confident
in its ability to maximize the value of its assets.

                         About Thomson SA

Thomson SA is a France-based Company that provides technology,
services, and systems to Media & Entertainment (M&E) clients,
including content creators, content distributors and broadcasters.
It has three principal operating divisions: Services, Systems
(previously Systems & Equipment) and Technology. The remaining
activities are regrouped in two additional segments: Other and
Corporate. The Services Division offers end-to-end management of
video-related services for its customers in the M&E industries.
Systems division plays a role in supplying hardware and software
technology for the M&E industries in the areas of production,
delivery, management, transmission, and access. Technology
division includes activities, such as corporate research; Silicon
Solutions: Integrated Circuit design and tuners, and Software &
Technology Solutions: video and audio security solutions, and
other technologies. In December 2008, the Company sold its digital
film equipment product line.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 12,
2008, Standard & Poor's Ratings Services downgraded the ratings of
France-based Thomson to 'B'.  S&P said that Thomson's credit
quality has seriously eroded during 2008 as a result of several
cumulative factors, and the Dec. 2 action reflects S&P's greater
emphasis on aspects of the company's financial flexibility and
liquidity.  "Our concerns hinged on weaker-than-expected sales in
the third quarter amid a further general deterioration in the
economic and operating environment," said S&P's credit analyst
Leandro De Torres Zabala.  "The CreditWatch placement reflects our
lack of visibility about Thomson's headroom under its financial
covenants and overall financial flexibility at year-end 2008 and
the first half of 2009," added Mr. De Torres Zabala.


TLS VETS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: TLS Vets, PA
        d/b/a White Angel Animal Hospital
        f/d/b/a McNeil Crossing Animal Clinic
        1901 RR 620 N
        Austin, TX 78734

Bankruptcy Case No.: 09-10133

Chapter 11 Petition Date: January 20, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Frank R. Monroe

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: $1,050, 983

Total Debts: $3,429,988

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

The petition was signed by Tal Shohamy, CFO of the company.


TODD FISCH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Todd E. Fisch
        Kirsten E. Fisch
        3220 Paddock Road
        Weston, FL 33331

Bankruptcy Case No.: 09-10790

Chapter 11 Petition Date: January 19, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Brian S. Behar, Esq.
                  2999 NE 191 St 5 Fl
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  Email: bsb@bgglaw.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Todd E. Fisch and Kirsten E. Fisch.


TRINSUM GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Trinsum Group, Inc.
        fka Marakon Associates, Inc.
        245 Park Avenue
        New York, NY 10167

Bankruptcy Case No.: 09-10394

Related Information: The Debtor is a holding company whose
                     portfolio comprises: Marakon - International
                     strategy and management consulting firm;
                     SmartNest(R) - Patent-pending, technology-
                     enabled investment-management platform;
                     and; an interest in QFR Victoria, a global
                     macro/relative value bias private investment
                     fund.

                     In addition, the Debtor advises major
                     corporations including Cardinal Heath,
                     Xerox, Roche, Barclays and Gillette.  The
                     Debtor has offices in New York, Chicago,
                     London, Singapore and Tokyo and owns
                     interests in and provides services to
                     clients through its subsidiaries around the
                     globe.

                     The Debtor was formed in 2007 by the merger
                     of Marakon and Integrated Finance Limited.
                     Unfortunately, the merger of the Marakon and
                     Integrated failed that created many
                     practical problems which hampered the
                     the Debtor's business, including (a)
                     disagreements between and among the Marakon
                     and Integrated partners regarding the
                     direction and operation of the Debtor's
                     business, (b) the assumption of millions of
                     dollars of debt owed to former partners of
                     Marakon and Integrated and (c) the general
                     economic downturn of the past year.

                     Saddled with this legacy debt, the Debtor's
                     financial performance has deteriorated
                     and the Debtor has defaulted in its
                     obligations to the former partners of
                     Marakon and Integrated.  Those defaults have
                     led to months of negotiations between groups
                     of former partners and the Debtor's current
                     management. While those negotiations were
                     ongoing, three former partners of Marakon
                     filed an involuntary petition against the
                     Debtor in this Court.

                     On July 3, 2008, M. Scott Gills, Leroy J.
                     Mrogy and Joseph R. Shalleck made an
                     involuntary petition under Chapter 7 in the
                     United States Bankruptcy Court for the
                     Southern District of New York against
                     Trinsum.  The creditors claimed $2.2 million
                     in the aggregate against the Debtor.
                     Douglas S. Skalka, Esq., at Neubert, Pepe &
                     Monteith, P.C., represents the creditors.

                     On Jan. 28, 2009, the Debtor asked the Court
                     to convert the involuntary Chapter 7 case to
                     a Chapter 11 reorganization.

                     Gerard R. Luckman, Esq., at Silverman
                     Acampora LLP, said the petition was to
                     be filed in the pending case 08-12547
                     after entry of the order converting that
                     involuntary chapter 7 case to a chapter
                     11 case.  However, the document was
                     inadvertently filed as a new case in
                     bankruptcy.

                     See: http://www.trinsum.com/

Chapter 11 Petition Date: January 28, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Acampora, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  filings@spallp.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

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

The petition was signed by James M. McTaggart, chief executive
officer.


TRM CORP: 683 Capital Discloses Ownership of 10.1% Equity Stake
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, 3 entities disclosed that they may be deemed to
beneficially own shares of TRM Corporation's common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
683 Capital Management LLC             2,180,541        10.1%
683 Capital GP LLC                            0           0
Ari Zweiman                                   0           0

The number of shares outstanding of TRM Corporation's common stock
as of Nov. 11, 2008, was 21,485,619.

A full-text copy of the Schedule 13G/A is available for free at
http://ResearchArchives.com/t/s?38ba

Headquartered in Portland, Oregon, TRM Corporation (OTC: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM operates the second largest non-bank ATM
network in the United States.

                       Going Concern Doubt

McGladrey & Pullen LLP, in Blue Bell, Pennsylvania, expressed
substantial doubt about TRM 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
reported that the incurred net losses in 2006 and 2007 of
approximately $120.0 million and $8.0 million, respectively.

The auditing firm added that it is uncertain if 2008 operations
will generate sufficient cash to enable the company to comply with
the covenants of the company's loan agreements and to pay its
obligations on an ongoing basis.  In addition, the auditing firm
said that a default under the company's financing agreement with
GSO Origination Funding Partners LP may render the debt callable
and trigger the cross-default provision in TRM Inventory Funding
Trust's Loan and Servicing Agreement.

After borrowing $11.0 million under the Lampe Loan Facility in
April 2008, and the repayment of the remaining balance with GSO,
the company has eliminated possible default that could have
triggered additional cross defaults.


TYSON FOODS: $198 Million Loss Won't Affect S&P's 'BB' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that Tyson Foods Inc.'s
(BB/Negative/--) announcement of its first-quarter fiscal 2009
operating loss of $198 million will not immediately affect the
company ratings or outlook.  Operating losses of $286 million in
the company's chicken operations, which included a $197 million
loss from its commodity risk-management activities related to
grain purchases, were the primary drivers of the first-quarter
operating loss.  As a result, S&P estimate that Tyson has less
than a 10% covenant cushion on its maximum leverage and minimum
interest coverage ratios for first-quarter fiscal 2009.
Furthermore, the maximum leverage covenant has step-downs in the
third and fourth fiscal quarters of 2009, and the minimum interest
coverage ratio steps up in fourth-quarter fiscal 2009.

Credit measures are also weaker than S&P expected, as S&P estimate
total debt to EBITDA to be about 5x (including hedging losses
excluded from financial covenants under the credit agreement, and
adjusted for capitalized operating leases, pension and
postretirement obligations) for the 12 months ended Dec. 27, 2008,
compared with expected levels of about 4x.  Although S&P remain
concerned about Tyson's high leverage and diminished covenant
cushion, S&P believes that the company's recent efforts to improve
its operating efficiencies, lower industry supply conditions in
poultry, and potential stabilization in the chicken segment could
result in an improved financial performance for the remainder of
fiscal 2009.  S&P would consider a lower rating over the next two
quarters if Tyson does not improve quarter-over-quarter in its key
credit measures and/or if the cushion under its bank facility's
financial covenants declines to 5% or less.  S&P believes Tyson
has modest debt maturities in fiscal 2009, and currently has
sufficient liquidity ($1.1 billion including credit facility
availability and $166 million in cash as of Dec. 27, 2008) for
working capital needs.


US ENERGY BIOGAS: Files for Ch. 11 Bankruptcy for Assets Sale
-------------------------------------------------------------
U.S. Energy Biogas Corp together with eight of its subsidiaries
filed a voluntary petition under chapter 11 in the United States
Bankruptcy Court for the Southern District of New York with plan
to sell their assets to the highest and best bidder.

U.S. Energy Biogas' case is being jointly administered with the
Chapter 11 cases of U.S. Energy Systems Inc., GBGH LLC and U.S.
Energy Overseas Investments LLC.

On Nov. 29, 2006, U.S. Energy Biogas filed for filed for
protection under chapter 11 in the Court in New York to facilitate
the restructuring of its capital structure.  Consequently, the
Court confirmed on May 24, 2007, the U.S. Energy Biogas' joint
plan of reorganization, which became effective on May 31, 2007,
and provided for the payment in full of the allowed claims of
creditors.  On March 31, 2008, the Court entered a final decree
and order closing U.S. Energy Biogas' chapter 11 cases.

In its filing, U.S. Energy Biogas posted assets between
$100 million and $500 million, and debts between $50 million and
$100 million.  The company owes $28,4000,000 in guaranty to Silver
Point, $265,683 in tax to Illinois Department of tax, and $145,000
in contract to Adam Greene.

              Events Leading to the Chapter 11 Filing

Beginning in the summer of 2007, U.S. Energy Systems decided to
explore the possible recapitalization including the sale of the
U.S. Energy Biogas or substantially all of its assets.  Jefferies
& Company Inc., investment banking and financial advisory firm,
was retained to assist and advise USEY and USEB with respect to
contacting and negotiating with prospective purchasers for the
sale of their assets.

Silver Point Finance LLC has made the best and highest offer for
the U.S. Energy Biogas' assets.  On Jan. 23, 2009, the U.S. Energy
Biogas and Silver Point entered into an asset purchase agreement,
wherein Silver Point entered into a legally binding bid to acquire
the U.S. Energy Biogas' assets free and clear of all liens, claims
and encumbrances, except those associated with the indebtedness
being assumed pursuant to the asset purchase agreement.

Upon the consummation of the sale of the assets pursuant to the
deal, Silver Point has agreed to assume all of the U.S. Energy
Biogas' ordinary course liabilities including, among other things
(i) trade payables; (ii) costs associated with curing contracts to
be assumed in its bankruptcy cases; (iii) costs associated with
rejecting contracts and arising under any assigned assets; and
(iv) liabilities for the reasonable, documented administrative
expenses of USEY and USEB Debtors under section 503(b)(1) of the
Bankruptcy Code in an amount not to exceed
$4.3 million in the aggregate.

The sale closing is expected to take place by March 31, 2009, if
Silver Point is the successful bidder at the auction.

                     About U.S. Energy Systems

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) --  http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

                     About U.S. Energy Biogas

Based on Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com-- owns and operates energy
facilities producing electricity and energy alternatives
to natural gas.


VALASSIS COMMUNICATIONS: Loan Purchase Won't Affect S&P's Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Valassis
Communications Inc.'s (B/Negative/--) announcement of its
commencing a Modified Dutch Auction to purchase up to
$125 million in principal of its senior secured term loans due
2014 does not affect the rating or outlook on the company.  The
term loans comprised a $460 of term loan B and a $152 delayed draw
term loan as of September 30, 2008.  In the first amendment to its
credit facility, executed Jan. 22, 2009, lenders approved the
Modified Dutch Auction of the term loans in exchange for
provisions including a reduction in the revolving credit facility
commitment to $100 million from $120 million.  The offer expires
Dec. 31, 2009.

S&P views this as an opportunistic offer by the company, as
challenging operating and credit market conditions have
contributed to the heavily discounted trading range for the senior
secured term loans.  S&P believes Valassis had about $25 million
in excess cash as of Jan. 15, 2009, and generates good levels of
free cash flow.  S&P anticipates that this excess liquidity, along
with free operating cash flow generated in 2009, will be used to
complete the transaction.  While term loan investors who accept
the offer would receive a meaningful discount to principal value,
S&P expects that their willingness to participate in the
transaction would largely relate to their own investment
strategies and/or liquidity needs.

The senior secured credit facility does not mature until 2014.
Further, S&P expects that should the tender be unsuccessful,
Valassis will have sufficient liquidity to fund its fixed charges
over the intermediate term.  Moreover, S&P anticipates that the
company will have up to a 30% cushion relative to its financial
maintenance covenants in 2009; thus, S&P expects it to have
sufficient flexibility relative to covenants for at least the next
few quarters.

If the tender offer is successful, S&P expects Valassis' credit
measures to continue to be in line with the current rating.  S&P
believes that adjusted leverage will remain in at least the mid-6x
area, and interest coverage in the low-2x area, for the next few
quarters.  S&P's rating assumptions incorporate the expectation
that Valassis will experience a year-over-year EBITDA decline of
about 20% in 2009.


WOODSIDE GROUP: Court Directs Executive to Clarify Deals
--------------------------------------------------------
Bankruptcy Law360 reports that as part of an ongoing effort to
untangle complex dealings inside Woodside Group LLC, Judge Peter
Carroll of the U.S. Bankruptcy Court for the Central District of
California ordered Nevada-based executive David Crocket to submit
to examination in connection with certain asset transfers.  Judge
Carroll, the report says, directed the Woodsidge Group executive
to appear February 5.

As reported by Troubled Company Reporter on January 20, 2009, the
Debtors delivered to the Court a Joint Plan of Reorganization and
a disclosure statement explaining the Plan.  The Plan effectuates
a reorganization of the Debtors through the issuance of debt and
equity in the Reorganized Debtors, and the preservation of the
Debtors' business operations and going concern value.  Holders of
Interests will neither receive, nor retain, any property under the
Plan, and any potential estate claims against Insiders will be
preserved through the mechanism of a Litigation Trust.  The Plan
will be funded by way of the Debtors' cash on hand, revenues from
ordinary course operations, proceeds of asset sales, and, if
necessary, new financing.  There will no substantive consolidation
of the Debtor's estates under the Plan.

Pursuant to the Plan, holders of Allowed Unsecured Non-Priority
Claims will be allocated Restructured Debt of the Reorganized
Debtors and Restructured Equity in Reorganized Woodside and
Reorganized Pleasant Hill Investments, LC in proportion to each
Allowed Unsecured Non-Priority Claim and the particular Debtors
against which such claim is allowed.  While the Restructured Debt
to be issued by Reorganized PHI will be unsecured, it will be
guaranteed by the other Reorganized Debtors (except Alameda
Investments, LLC).

Holders of Allowed Trade Claims will receive a 90% payment on
account of their claims.

Holders of Allowed Alameda Claims will receive their pro rata
share of any available assets of Alameda, after satisfaction of
certain senior claims.

The Litigation Trust will be established pursuant to the Plan and
related Trust Agreement, to which certain Trust Cash and Potential
Insider Actions will be transferred.  Those holders of Allowed
Unsecured Non-Priority Claims receiving Restructured Debt and
Restructured Equity under the Plan will also receive beneficial
interests in the Trust in accordance with the Plan.

All existing Interests in Woodside and PHI will be extinguished
and the holders of such Interests will not receive or retain any
property on account of such Interests.  Reorganized Woodside will
be vested with the Interests in the Subsidiary Debtors and the
Unrestricted Subsidiaries.  Holders of Allowed Intercompany Claims
will be taken into account in assessing the value of the
respective Debtors, but shall not directly receive or retain any
property under the Plan.

Finally, all other claims, such as Administrative Claims, Priority
Tax Claims, Priority Non-Tax Claims and Secured Claims, will be
paid or otherwise satisfied under the Plan.

A full-text copy of the Debtors' Disclosure Statement, dated
Jan. 14, 2009, in support of the Debtors' Joint Plan of
Reorganization is available for free at:

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

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On Aug.
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


XTL BIOPHARMACEUTICALS: Receives Notice of Delisting From NASDAQ
----------------------------------------------------------------
XTL Biopharmaceuticals Ltd. discloses that on January 27, 2009, it
received a Staff Determination Letter from The Nasdaq Stock Market
notifying the Company that the staff of Nasdaq's Listing
Qualifications Department determined, using its discretionary
authority under Nasdaq Marketplace Rule 4300, that the Company's
American Depository Shares would be delisted from Nasdaq.  The
Letter further stated that Nasdaq would suspend trading in the
Company's ADRs at the opening of trading on February 5, 2009, and
then file a Form 25-NSE with the Securities and Exchange
Commission to deregister the Company's ADRs, unless the Company
appeals Nasdaq's delisting determination.

Nasdaq's determination to delist the ADRs was based on Nasdaq's
belief that the Company was a public shell and that the Company
does not meet the stockholder's equity requirement or any of its
alternatives.

The Letter also indicated that, in accordance with the procedures
set out in Marketplace Rule 4800 Series, the Company would have
seven calendar days, or until February 3, 2009, to appeal the
delisting from Nasdaq to a Listing Qualifications Panel.  At this
time, the Company does plan to appeal the delisting from Nasdaq.
There can be no assurance that the appeal will be successful.

                             About XTL

XTL Biopharmaceuticals Ltd. (XTL) is engaged in the development of
therapeutics for the treatment of diabetic neuropathic pain and
HCV.  XTL is developing Bicifadine, a serotonin and norepinephrine
reuptake inhibitor, for the treatment of diabetic neuropathic
pain, which is currently in a Phase 2b study.  XTL has out-
licensed its novel pre-clinical HCV small molecule inhibitor
program.  XTL also has an active in-licensing and acquisition
program designed to identify and acquire additional drug
candidates.  XTL is publicly traded on the NASDAQ and Tel-Aviv
Stock Exchanges (NASDAQ: XTLB; TASE: XTL).


YOUNG BROADCASTING: Receives Delisting Notice From NASDAQ
---------------------------------------------------------
Young Broadcasting Inc. received a notification from the NASDAQ
Hearings Panel that the Company's common stock will be delisted
from The NASDAQ Stock Market since the Company failed to meet
certain of the NASDAQ requirements for continued listing.  Trading
will be suspended effective at the open of business on January 27,
2009.

The Company does not intend to appeal the NASDAQ Hearing Panel's
determination.  The Company is currently working with a market
maker to complete the application to have its common stock quoted
on the OTC Bulletin Board, a regulated quotation service for over-
the-counter securities.  However, the Company can provide no
assurance that any market makers will commit to make a market in
the Company's shares.

Young Broadcasting -- http://www.youngbroadcasting.com/-- owns 10
television stations and the national television representation
firm, Adam Young Inc.  Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD), one is affiliated with the NBC Television
Network (KWQC-TV - Davenport, IA) and one is affiliated with
MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-TV-
Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

                           *     *     *

As reported by the Troubled Company Reporter on January 19, 2009,
Young Broadcasting did not make the $6.125 million interest
payment due Jan. 15 on the company's 8.75% Senior Subordinated
Notes due 2014 to preserve liquidity.  Under the indenture
relating to the Notes, a 30-day grace period will apply to the
missed interest payment.  Young Broadcasting has retained UBS
Investment Bank and Sonnenschein Nath & Rosenthal LLP to provide
advisory services in connection with its restructuring efforts.


ZAMBRANO COPR: Creditors File Chapter 11 Petition Against Co.
-------------------------------------------------------------
Ben Semmes at Pittsburgh Business Times reports that a group of
creditors have filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the Western District of Pennsylvania against
Zambrano Corp., claiming that they are owned more than $800,000
for work on several projects.

According to Pittsburg Business, the group of creditors filed its
$817,356.70 claim on Monday.  The report states that the creditors
who filed the petition are:

     -- Ryco Inc.,
     -- Zottola Steel Corp.,
     -- Sentry Mechanical LLC, and
     -- Matcon Diamond Inc.

Pittsburgh Business relates that Robert Lampl, Esq., represents
Zambrano in the case.

O'Hara-based developer Zambrano Corp. is a major developer
currently at work on high-profile projects such as the mixed-use
Chapel Harbor at the Water development in O'Hara, one of the
region's largest construction projects, and the Marriott Spring
Hill Suites hotel near the SouthSide Works on Pittsburgh's South
Side.  Zambrano was also one of the partners on the 151 FirstSide,
a $28 million condominium development Downtown, completed in 2007.


* Epiq Systems Reports Significant New Bankruptcy Engagements
-------------------------------------------------------------
Epiq Systems, Inc., reported significant new client engagements in
its bankruptcy business.

Epiq Systems' market share for corporate restructuring engagements
remains extremely high, and the company has been named claims
agent for new matters in wide ranging industries and various
customer geographies.  Recent retentions include:

   * the Tribune Company,
   * KB Toys,
   * Lyondell Chemical Company (the 13th largest Ch. 11 filing
     in history),
   * Flying J Inc.,
   * Nortel Networks Inc., and
   * Smurfit-Stone Container Corporation.

The new engagements are for a number of the largest privately held
U.S. companies including some with international components.

As reported by the Administrative Office of the U.S. Courts, more
than one million new bankruptcy cases were filed in federal courts
for the twelve-month period ending September 30, 2008 (the most
recent period for which data is available), up more than 30% vs.
prior year.  Chapter 11 filings rose 49% during this same period.

Epiq Systems recently opened a corporate restructuring office in
Harford, Connecticut, staffed with seasoned industry experts to
accommodate increasing customer demand.  Epiq Systems' corporate
restructuring engagements frequently last several years.


* Focus Appoints Gouskos to Head Banking & Fin'l Services Unit
--------------------------------------------------------------
J. Tim Pruban, President of Focus Management Group, says
Christopher A. Gouskos has joined as Managing Director to lead the
business restructuring firm's Banking and Financial Services
Restructuring practice.  Mr. Gouskos will be responsible for
growing the firm's client base in this sector.

"We are excited to have Chris lead our efforts in strengthening
our support to the challenging financial services arena," said Mr.
Pruban.  "Chris's financial expertise, coupled with his deep
knowledge and extensive background in the banking and financial
industry, will be important additions to our expanding
capabilities in this space."

With over 20 years of experience in the financial services
industry, Mr. Gouskos has a well-diversified background in all
aspects of corporate and consumer finance.  He has extensive
experience in workouts, loan remediation and loan syndication work
and has a proven track record of strong performance in the
banking, finance and mortgage lending communities.

Most recently, Mr. Gouskos was the Founder and CEO of a distressed
mortgage acquisition and management platform, where he provided
advisory and due diligence services for a number of large to
medium-sized financial institutions.  His experience includes the
start-up of a large secured lending platform with more than $1.0
billion in commitments as well as a mortgage warehouse lending
platform.  Prior to that, Mr. Gouskos held several senior-level
positions with leading financial institutions, including a role as
a Divisional President, where he engineered the successful growth
of the institution's national secured lending business.  His
background also includes capital markets experience while with an
asset securitization group.

Mr. Gouskos will lead a team of Focus Professionals with an
average of 25+ years of experience in banking, operations and
finance providing turnaround and restructuring management, asset
valuation and due diligence services, asset sale and disposition
services and receivership services to private and public financial
institutions and governmental agencies.

Mr. Gouskos is based out of Focus Management Group's Atlanta
office and can be reached at (800) 528-8985 or via e-mail at
c.gouskos@focusmg.com

                   About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of ninety professionals.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.

Focus Management Group has extensive experience related to the
closure, field management, staffing, asset disposition and
resolution of unresolved claims or debts for failed banking
institutions in a wide variety of industries, including the
consumer, construction, real estate and middle market lending
arena.


* Medical Facilities in California At High Risk of Bankruptcy
-------------------------------------------------------------
Law firm Kiesel Boucher Larson says nearly two dozen hospitals in
Los Angeles and Orange counties are in dire financial straits and
in danger of filing bankruptcy or closure.  These facilities
represent 15% of the total hospital beds in the region.

According to Kiesel Boucher, Californians currently rank last in
both emergency room access and emergency departments per capita.
Despite considerable population growth, 85 hospitals and 55
emergency rooms have closed over the past ten years making
California first in the nation in emergency department closures.

On Tuesday, Kiesel Boucher Larson said it filed a class action
lawsuit on behalf of a statewide coalition of emergency room
physicians against the State of California Department of Health
Care Services alleging that a flawed financial structure for the
State's emergency departments is putting the entire system at risk
of collapse.

"This lawsuit should serve as a wake-up call to all Californians
that their access to emergency care -- our safety net -- is in
jeopardy," asserted Raymond Boucher of Kiesel Boucher Larson, the
lead counsel for the plaintiffs.

"Those suffering the most from this untenable situation are
families who live in inner-cities, rural communities and other
low-income areas," says Dr. Steve Maron, President of Valley
Emergency Physicians Medical Group.  "As a direct result of a
broken system, these patients must travel farther to find an
emergency room, have longer waits once they get there, and receive
the least access to much needed on-call specialists.  Let me be
clear.  If there is no change in the system and these trends
continue, there will be fewer emergency doctors available to care
for a growing population.  Everyone will feel the effects."

According to Kiesel Boucher, emergency room physicians subsidized
California with more than $100 million in services provided to
Medi-Cal patients in 2007 alone.  Over the past decade the cost of
providing emergency room treatment has nearly doubled while the
patient load has increased by more than 28%.  Yet, during this
period, Medi-Cal reimbursements have remained largely stagnant.

"In simplest terms, The State has shifted the cost of providing
emergency room care from the state to the physicians.  This
unfair, unjust and illegal action has placed our emergency room
system into a state of crisis," explains Boucher.  "Physicians,
required by state and federal law to provide emergency room
services, receive reimbursement from the state at rates that are
significantly below the cost of care.  Emergency room doctors are
the only doctors who are required by the state to lose money."

The suit, filed in Superior Court in Los Angeles, alleges 1)
Violations of the Equal Protection Clause; 2) Unlawful Taking of
Property for Public Use; 3) Violations of both the Federal Social
Security Act and California's Medicaid Act; and 4) Unjust
enrichment.

"The state's record high unemployment rates, reduced rates of
insured patients, and the challenges of the overall economy are
only exacerbating this situation," according to Dr. Maron.  "With
access to primary care shrinking, Medi-Cal patients increasingly
must turn to emergency departments for care, further straining the
system."

The suit, filed by Kiesel Boucher Larson, Beverly Hills; Liner
Yankelevitz Sunshine & Regenstreif, Los Angeles; Coughlin Stoia
Geller Rudman & Robbins, San Diego; and Alleguez & Selesnick,
Encino; was filed on behalf of Centinela Freeman Emergency Medical
Associates; Valley Presbyterian Emergency Medical Associates;
Valley Emergency Medical Associates; Sutter Emergency Medical
Associates; Valley Emergency Physicians Medical Group; and others
similarly situated.


* U.S. Courts Select LeftHand to Ensure Access to Records
---------------------------------------------------------
LeftHand Networks, said more than 20 of the United States Courts
have selected LeftHand Storage Area Network solutions over the
past year and a half to reduce the business risk of storing
millions of court records.

The U.S. Courts, including the Courts of Appeals, Bankruptcy
Courts and District Courts, require quick, continuous access to
documents as cases progress through the system or are made
publicly available.  Tasked with safeguarding court records vital
to public interest, the U.S. Courts rely on LeftHand SAN solutions
to deliver high-speed data access and reliable disaster recovery
capabilities between court locations.

The U.S. Bankruptcy Court in the Eastern District of New York is
one of the U.S. Courts to deploy LeftHand SAN solutions at
multiple locations, ensuring rapid data recovery and data access
in the event of a complete system or site failure.

"Like many organizations, we're dealing with skyrocketing data
volumes, a limited IT budget and demanding business requirements
with a reduced administrative staff," said Joseph Wolf,
information systems, United States Bankruptcy Court, Eastern
District of New York.  "Cost-effective disaster recovery at two
sites, 30 miles apart, was essential.  LeftHand SATA Starter SANs
provide us with a powerful, yet simple way to manage our storage,
scale performance and avoid costly downtime associated with
complex controller upgrades."

LeftHand SANs are helping U.S. Court customers such as the
District of New Jersey achieve reliable, cost-effective disaster
recovery.

"With almost 400 users across three locations, business
continuance and disaster recovery are critical for safeguarding
the information required in our day-to-day court operations," said
Paul Frie, senior network administrator, United States District
Court, District of New Jersey.  "LeftHand is helping us to protect
our data, while delivering higher performance and availability
across our virtualized environment with efficient, easy-to-manage
storage solutions."

                       LeftHand Networks SANs

LeftHand Networks offers three types of SAN solutions to fit any
size budget and efficiently manage growing data needs:

     -- The Virtualization SAN delivers simple configuration
        changes, high availability and easy management. It
        supports more than 480 disk drives, as well as 2,000
        volumes and snapshots of stored data to ensure rapid,
        non-disruptive scalability.

     -- The Multi-Site SAN provides reliable, always-on storage,
        even in the event of a site failure.  The scalable Multi-
        Site SAN supports more than 960 disk drives, as well as
        4,000 volumes and snapshots.  Administrators can use a
        single, simple management interface for the
        geographically separated sites, allowing for
        configuration changes on the fly, with no downtime.

     -- The SATA Starter SAN, an industry-leading, scalable
        entry-level SAN, enables customers to easily expand their
        system to more than 240 disk drives as well as 1,000
        volumes and snapshots.

"Reliable disaster recovery operations are critical for U.S.
Courts, so they depend on LeftHand Networks' SAN solutions to
ensure their data is secure and readily available," said Bill
Chambers, vice president, LeftHand Networks, an HP company.

"LeftHand Networks' multi-site disaster recovery capabilities can
not only effectively manage the U.S. Courts' virtualized server
environments, but easily and cost-effectively support growing
record needs, without any disruption."

Founded in 1999, LeftHand Networks pioneered IP-based storage area
networks (SANs).  SANs built using LeftHand's SAN/iQ software
distribute and protect data across a cluster of storage servers.
The company's patented architecture increases data availability,
allows users to start small and grow the SAN seamlessly, and
simplifies management. The LeftHand SAN is ideal for
storage/server consolidation, virtualized data centers, multi-site
SANs and disaster recovery.


* Schapiro Sworn In as Securities and Exchange Commission Chairman
------------------------------------------------------------------
The Securities and Exchange Commission announced that Mary L.
Schapiro was sworn in Jan. 27 as the 29th Chairman of the SEC.
The oath of office was administered by SEC Commissioner Elisse B.
Walter at SEC headquarters, where Chairman Schapiro was joined by
her husband, Chas Cadwell, and senior SEC staff.

"Seventy-five years after this great agency was founded, the SEC
must play a critical role in rebuilding investor confidence,
reviving our markets, and rejuvenating our economy," said Chairman
Schapiro. "I'm honored and grateful to be entrusted with leading
this agency during such an important time - when the SEC must
effusively be the investor's advocate. Working with my fellow
Commissioners and the agency's talented staff, we will be
committed to reinvigorating a financial regulatory system that
must protect investors and vigorously enforce the rules. We will
work to deepen the SEC's commitment to transparency,
accountability, and disclosure while always keeping the needs and
concerns of investors front and center."

Chairman Schapiro was appointed by President Barack Obama Jan. 20,
2009, and unanimously confirmed by the U.S. Senate. She is the
first woman to serve as the agency's permanent Chairman.

Chairman Schapiro previously served as a Commissioner at the SEC
from December 1988 to October 1994. She was appointed by President
Ronald Reagan, reappointed by President George H.W. Bush in 1989,
and named Acting Chairman by President Bill Clinton in 1993. She
left the SEC when President Clinton appointed her Chairman of the
Commodity Futures Trading Commission, where she served until 1996.

Immediately prior to her new SEC appointment, Chairman Schapiro
was CEO of the Financial Industry Regulatory Authority (FINRA),
the largest non-governmental regulator for all securities firms
doing business with the U.S. public. She joined the organization
in 1996 as President of NASD Regulation, and was named Vice
Chairman in 2002. In 2006, she was named NASD's Chairman and CEO.
The following year, she led the organization's consolidation with
NYSE Member Regulation to form FINRA.

Chairman Schapiro is an active member of the International
Organization of Securities Commissions (IOSCO). She was Chairman
of the IOSCO SRO Consultative Committee from 2002 to 2006.

A 1977 graduate of Franklin and Marshall College in Lancaster,
Pa., Chairman Schapiro earned a Juris Doctor degree (with honors)
from George Washington University in 1980. Chairman Schapiro was
named the Financial Women's Association Public Sector Woman of the
Year in 2000. She received a Visionary Award from the National
Council on Economic Education (NCEE) in 2008, honoring her as a
"champion of economic empowerment."


* Metro Home Prices, Consumer Confidence Drop
---------------------------------------------
Bloomberg's Bill Rochelle, citing the S&P/Case-Shiller index
released Jan. 7, reports that home prices in 20 metropolitan areas
were down 18.2% in November compared with a year earlier.
According to the S&P/Case-Shiller index, the price index is down
25% since the peak in 2006.  Prices in November, according to the
report, were 2.2 percent lower than October.

The largest declines were 33 percent in Phoenix and 32
percent in Las Vegas.

Meanwhile, Mr. Rochelle also said consumer confidence fell in
December to 37.7, the lowest since the Conference Board began
publishing the index in 1967.  He says economists were incorrectly
predicting the index would rise from 38.6, where it was the month
before.


* Chapter 11 Cases with Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re 2 TNT LLC
   Bankr. C.D. Calif. Case No. 09-10827
     Chapter 11 Petition filed January 20, 2009
        Filed as Pro Se


In Re Malimban, Juanita
   Bankr. C.D. Calif. Case No. 09-11035
     Chapter 11 Petition filed January 20, 2009
        See http://bankrupt.com/misc/cacb09-11035.pdf

In Re Victory Praise Center Inc.
   Bankr. M.D. Fla. Case No. 09-00615
     Chapter 11 Petition filed January 20, 2009
        Filed as Pro Se

In Re David Alan Development LLC
   Bankr. D. Ariz Case No. 09-00952
     Chapter 11 Petition filed January 21, 2009
        Filed as Pro Se

In Re Get Used! Book Company, Inc.
      aka Get Used! Books
   Bankr. N.D. Calif. Case No. 09-40434
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/canb09-40434.pdf

In Re Vital Care of North Florida, Inc.
   Bankr. N.D. Fla. Case No. 09-40030
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/flnb09-40030.pdf

In Re Story, Harold L., Jr.
   Bankr. N.D. Ill. Case No. 09-01615
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/ilnb09-01615.pdf

In Re Cheyenne Fairways Business Center, LLC
   Bankr. D. Nevada Case No. 09-10771
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/nvb09-10771.pdf

In Re Cheyenne Greens, LLC
   Bankr. D. Nevada Case No. 09-10772
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/nvb09-10772.pdf

In Re Phillips WPC777, LLC
      dba Annie's Casino
   Bankr. D. Nevada Case No. 09-50125
     Chapter 11 Petition filed January 21, 2009
        See http://bankrupt.com/misc/nvb09-50125.pdf

In Re Rzepka, Peter
      Rzepka, Janice
   Bankr. D. Nev. Case No. 09-10754
     Chapter 11 Petition filed January 21, 2009
        Filed as Pro Se

In Re Jesse's Pro Tire & Wheel, Inc.
      dba Pro Tire & Wheel
   Bankr. D. Ariz. Case No. 09-01049
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/azb09-01049.pdf

In Re Stephens, Albert Paul
      Stephens, Louise
   Bankr. D. Ariz. Case No. 09-01064
     Chapter 11 Petition filed January 22, 2009
        Filed as Pro Se

In Re Ogden's Air Conditioning and Electric Company, Inc.
   Bankr. E.D. Ark. Case No. 09-10434
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/areb09-10434.pdf

In Re Soo Bok Kang
   Bankr. C.D. Calif. Case No. 09-10648
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/cacb09-10648.pdf

In Re Botner, Clyde A.
      dba Days Aluminum Products
   Bankr. M.D. Fla. Case No. 09-01087
     Chapter 11 Petition filed January 22, 2009
        Filed as Pro Se

In Re Joseph Gary Ruby
      aka Gary Ruby
   Bankr. M.D. Fla. Case No. 09-00996
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/flmb09-00996.pdf

In Re Thompson, Alan Lee
   Bankr. M.D. Fla. Case No. 09-01083
     Chapter 11 Petition filed January 22, 2009
        Filed as Pro Se

In Re Camelot Leasing LLC
   Bankr. M.D. Fla. Case No. 09-00709
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/flmb09-00709p.pdf
        See http://bankrupt.com/misc/flmb09-00709c.pdf

In Re Ripley, Jason Robert
   Bankr. D. Minn. Case No. 09-40349
     Chapter 11 Petition filed January 22, 2009
        Filed as Pro Se

In Re Viking Oil Co., Inc.
   Bankr. D. N.H. Case No. 09-10165
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/nhb09-10165.pdf

In Re Fountain of Praise Deliverance Tabernacle, Inc.
      aka Fountain of Praise
   Bankr. D. N.J. Case No. 09-11357
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/njb09-11357.pdf

In Re Olive May II, LLC
   Bankr. D. N.J. Case No. 09-11429
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/njb09-11429.pdf

In Re B & J Express Trucking, Inc.
   Bankr. E.D. N.Y. Case No. 09-70381
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/nyeb09-70381.pdf

In Re Fabio Construction Co., Inc.
   Bankr. S.D. N.Y. Case No. 09-22099
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/nysb09-22099.pdf

In Re Kramer, Robert Alan
   Bankr. S.D. N.Y. Case No. 35115
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/nysb09-35115.pdf

In Re Naccarati Contracting, Inc.
   Bankr. W.D. Pa. Case No. 09-20399
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/pawb09-20399.pdf

In Re Diamond Bluff Estates, Inc.
   Bankr. E.D. Tenn. Case No. 09-30281
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/tneb09-30281.pdf

In Re BRB 4, LLC
   Bankr. D. Utah Case No. 09-20524
     Chapter 11 Petition filed January 22, 2009
        Filed as Pro Se

In Re Hawes Investments, LLC
   Bankr. W.D. Wash. Case No. 09-10470
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/wawb09-10470.pdf

In Re Yankee Enterprises, LLC
   Bankr. W.D. Wash. Case No. 09-40351
     Chapter 11 Petition filed January 22, 2009
        See http://bankrupt.com/misc/wawb09-40351.pdf

In Re Gerald Morris Castle
      dba B S T Truss Rapair
   Bankr. C.D. Calif. Case No. 09-11116
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/cacb09-11116.pdf

In Re West Hills Investment Group LLC
   Bankr. C.D. Calif. Case No. 09-10706
     Chapter 11 Petition filed January 23, 2009
        Filed as Pro Se

In Re Richard Yunsen Lee
   Bankr. D. D.C. Case No. 09-00058
     Chapter 11 Petition filed January 23, 2009
        Filed as Pro Se

In Re Aggarwal, Surinder B.
   Bankr. N.D. Ga. Case No. 09-61744
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/ganb09-61744.pdf

In Re Extreme Ones, LLC
      dba Snake River Glass
   Bankr. D. Idaho Case No. 09-40085
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/idb09-40085.pdf

In Re Skyline Services, Inc.
   Bankr. D. N.J. Case No. 09-11543
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/njb09-11543.pdf

In Re Panthera Painting, Inc.
   Bankr. W.D. Pa. Case No. 09-20429
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/pawb09-20429.pdf

In Re Lee, Robert J. II
   Bankr. E.D. Tenn. Case No. 09-30301
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/tneb09-30301.pdf

In Re B & B Tours, Inc.
      dba Next Destination Limousine
   Bankr. M.D. Tenn. Case No. 09-00707
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/tnmb09-00707.pdf

In Re Holder, Joan
      aka Dena Joan Holder
      aka Dena Joan Ledbetter
      aka Joan Ledbetter
      fdba Buffalo River Transport
   Bankr. W.D. Tenn. Case No. 09-10288
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/tnwb09-10288.pdf

In Re Barber & Phelps Enterprises, LLC
   Bankr. E.D. Va. Case No. 09-10510
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/vaeb09-10510.pdf

In Re Bluemark, Inc.
   Bankr. E.D. Va. Case No. 09-10509
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/vaeb09-10509.pdf

In Re D. Alexandra, Inc.
   Bankr. E.D. Va. Case No. 09-10491
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/vaeb09-10491.pdf

In Re TCB Express, Inc.
      fka TCB Delivery, Inc.
   Bankr. E.D. Va. Case No. 09-70259
     Chapter 11 Petition filed January 23, 2009
        See http://bankrupt.com/misc/vaeb09-70259.pdf

In Re Rawls, Julius L.
   Bankr. N.D. Ill. Case No. 09-02129
     Chapter 11 Petition filed January 24, 2009
        See http://bankrupt.com/misc/ilnb09-02129.pdf

In Re Advantage Licensing LLC
   Bankr. D. Minn. Case No. 09-40394
     Chapter 11 Petition filed January 24, 2009
        See http://bankrupt.com/misc/mnb09-40394.pdf

In Re Model Iron Works, Inc.
   Bankr. S.D. N.Y. Case No. 09-22107
     Chapter 11 Petition filed January 24, 2009
        See http://bankrupt.com/misc/nysb09-22107.pdf

In Re American Superlite Inc.
   Bankr. C.D. Calif. Case No. 09-10766
     Chapter 11 Petition filed January 26, 2009
        Filed as Pro Se

In Re Patrick Daniel Fitzgerald
   Bankr. E.D. Calif. Case No. 09-21204
     Chapter 11 Petition filed January 26, 2009
        Filed as Pro Se

In Re Rome LLC
   Bankr. D. Conn. Case No. 09-50123
     Chapter 11 Petition filed January 26, 2009
        Filed as Pro Se

In Re YNC Entertainment,LLC
      dba Yuppy Boutique
   Bankr. D. Conn. Case No. 09-30157
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/ctb09-30157.pdf

In Re Kelmar Capital Partners, LLC
   Bankr. M.D. Fla. Case No. 09-01193
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/flmb09-01193.pdf

In Re Parkway Clinical Laboratory, Inc.
   Bankr. N.D. Ga. Case No. 09-61922
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/ganb09-61922.pdf

In Re Ace Contracting, Inc.
   Bankr. D. Md. Case No. 09-11223
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/mdb09-11223.pdf

In Re David Liquors, Inc.
      d/b/a Adams Liquors, Inc.
   Bankr. D. Mass. Case No. 09-10553
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/mab09-10553.pdf

In Re The Blarney Stone Restaurant, Inc.
   Bankr. N.D. N.Y. Case No. 09-30160
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/nynb09-30160.pdf

In Re Perez-Adorno, Luis A.
   Bankr. D. P.R. Case No. 09-00387
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/prb09-00387.pdf

In Re Proyectoss Communications, Inc.
   Bankr. D. P.R. Case No. 09-00404
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/prb09-00404.pdf

In Re NE 40 Partners, Limited Partnership
   Bankr. S.D. Tex. Case No. 09-30478
     Chapter 11 Petition filed January 26, 2009
        See http://bankrupt.com/misc/txsb09-30478.pdf

In Re Harville & Associates, LLC
   Bankr. N.D. Ala. Case No. 09-00440
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/alnb09-00440.pdf

In Re Carrillo, Juan
   Bankr. D. Ariz. Case No. 09-01297
     Chapter 11 Petition filed January 27, 2009
        Filed as Pro Se

In Re Sedig Masonry, Inc.
   Bankr. C.D. Calif. Case No. 09-11280
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/cacb09-11280.pdf

In Re Milestone Development, LLC
   Bankr. E.D. Calif. Case No. 09-21336
     Chapter 11 Petition filed January 27, 2009
        Filed as Pro Se

In Re The Adolphus Group, LLC
   Bankr. N.D. Ga. Case No. 09-61959
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/ganb09-61959.pdf

In Re Daniel Express, Inc.
      aka Daniel Express
   Bankr. S.D. Ga. Case No. 09-30055
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/gasb09-30055.pdf

In Re Bush Run LLC
   Bankr. W.D. Ky. Case No. 09-30343
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/kywb09-30343.pdf

In Re Installs by Design, LLC
   Bankr. S.D. Ohio Case No. 09-50708
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/ohsb09-50708.pdf

In Re Tri City Homes Inc.
   Bankr. W.D. Tenn. Case No. 09-10347
     Chapter 11 Petition filed January 27, 2009
        Filed as Pro Se

In Re Warren and Associates Inc.
   Bankr. E.D. Va. Case No. 09-30480
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/vaeb09-30480.pdf

In Re Brian's Painting & Supply, LLC
   Bankr. E.D. Wash. Case No. 09-00320
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/waeb09-00320.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***