TCR_Public/090202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 2, 2009, Vol. 13, No. 32

                            Headlines


146-148 CORTLANDT: Voluntary Chapter 11 Case Summary
A.H. BELO: Bank Syndicate Extends Credit Facility to April 2011
ALERIS INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CCC-'
AMERICAN INT'L: In Talks With Gov't on Backstopping of Assets
AMERICAN INTERNATIONAL: SVP Disclosed Ownership of 2,970 Shares

AMERICAN MEDIA: Bondholders Take 95% Stake; Debt Exchange Done
AMERICAN MEDIA: Newspapers Hit By Revenue Declines, Recession
ANIL MIGLANI: Voluntary Chapter 11 Case Summary
ANTHONY TARTAGLIE: Voluntary Chapter 11 Case Summary
APEX SILVER: Receives Notice of Delisting From NYSE

ARG ENTERPRISES: Final DIP Hearing Scheduled Today
ATA AIRLINES: Court to Set Confirmation Hearing Schedule
ATA AIRLINES: To Get $500,000 Rent Payment From AirTan
ATA AIRLINES: To Sell L1011 Aircraft to Barq for $1.55 Million
ATMADJIAN DIAMOND: Voluntary Chapter 11 Case Summary

BANC OF AMERICA: Fitch Downgrades Ratings on Two Classes to Low-B
BANK OF AMERICA: Brian Moynihan Faces Compensation Questions
BELO CORP: S&P Downgrades Corporate Credit Rating to 'BB-'
BERNARD L. MADOFF: Banks to Transfer $535MM From Co.'s Accounts
BERNARD L. MADOFF: Former Merrill Officials Invested in Co.

BERNARD L. MADOFF: No Proof on Workers' Awareness of Fraud
BERNARDO ORTIZ: Voluntary Chapter 11 Case Summary
BHASIN ARVIND: Involuntary Chapter 11 Case Summary
BIG WEST: S&P Withdraws 'D' Corporate Credit Ratings
BROOKLYN CENTER: Case Summary & Four Largest Unsecured Creditors

BONTEN MEDIA: Moody's Comments on Recent Bond Repurchase
BROADSTRIPE LLC: U.S. Trustee Forms Six-Member Creditors Panel
BRANSON DELI: Voluntary Chapter 11 Case Summary
BURLINGTON COAT: S&P Keeps B- Corp. Credit Rating; Outlook Neg.
CAJUN FITNESS: Voluntary Chapter 11 Case Summary

CANADIAN TRUST: Restructuring Plan Fully Implemented
CANADIAN TRUST: Bank of New York Mellon Appointed as ABCP Trustee
CENTRAL ILLINOIS: Moody's Affirms 'Ba1' Issuer Ratings
CENTURY ALUMINUM: $100 Mil. Offering Won't Affect Moody's Ratings
CHEVROLET BUICK: Voluntary Chapter 11 Case Summary

CINCINNATI BELL: Wells Fargo Discloses 7.21% Equity Stake
CLEARWATER NATURAL: U.S. Trustee Forms 3-Member Creditors Panel
COLONIAL BANK: Fitch Places, Not Affirms, 'F3' ST Deposits
CONTECH LLC: Files for Chapter 11 Bankruptcy in Michigan
CONTECH LLC: Case Summary & 20 Largest Unsecured Creditors

COUNTRYWIDE HOME: Moody's Downgrades Ratings on 144 Tranches
CPI PLASTICS: Selling Assets; Feb. 24 Deadline for Offers Set
CRC HEALTH: Moody's Gives Negative Outlook; Affirms 'B2' Ratings
CSC INVESTMENTS: Voluntary Chapter 11 Case Summary
DAE AVIATION: Moody's Junks Probability of Default Rating

DAVID MALTZ: Voluntary Chapter 11 Case Summary
DONALD SHMALTZ: Voluntary Chapter 11 Case Summary
DOUBLE JJ: Court Allows Bank to Foreclose on Firm
DOVCOFAB LLC: Voluntary Chapter 11 Case Summary
ENERLUME ENERGY: Paul Belliveau Discloses Ownership of Shares

EVATONE INC: To Stop Optical Disc Manufacturing at Largo Facility
FANNIE MAE: To Extend Eviction Suspension Through February 28
FANNIE MAE: Will Work With NACA to Prevent Foreclosures
FIDELITY BANKERS: March 24 Hearing Set for Liquidating Plan
FIRST DOMINION: March 24 Hearing Set to Approve Liquidating Plans

FORD MOTOR: $5.9 Bil. Net Loss Won't Affect Moody's 'Caa3' Rating
FORD MOTOR: Won't Help Visteon in Its Financial Problems
FORD MOTOR: Plans to Draw Facility Won't Affect S&P's Junk Rating
FOUNTAIN POWERBOATS: Receives Non-Compliance Notice From NYSE
FREDDIE MAC: To Extends Eviction Suspension Through February 28

FREDDIE MAC: In Talks With NACA on Foreclosure Prevention Pact
FULTON HOMES: Will Honor Home Warranties
GATEHOUSE MEDIA: Seeks to Amend $1.195 Billion Credit Facility
GATEHOUSE MEDIA: Settles Suit vs. New York Times
GATEHOUSE MEDIA: Newspapers Hit By Revenue Declines, Recession

GENERAL GROWTH: Forbearance on Two Loans Moved to March 15
GENERAL MOTORS: Bondholders May Get 20% of Firm's Equity
GENERAL MOTORS: Seeks to Avoid Multibillion-Dollar Tax Burden
GENERAL MOTORS: Secures $884 Million from US Treasury Department
GLENN LEONARD: Voluntary Chapter 11 Case Summary

GLOBAL AIRCRAFT: Files for Bankruptcy to Complete 363 Asset Sale
GMAC COMMERCIAL: Fitch Downgrades Rating on $19 Mil. Notes to B-
GOODY'S LLC: U.S. Trustee Forms Seven-Member Creditors Committee
HAYES LEMMERZ: Gets Covenant Relief; Can't Say It Won't Default
HEARST CORP: Unit Buys Ziff Davis Media's 1UP Digital

HEARST CORPORATION: Newspapers Hit By Revenue Declines, Recession
INDEPENDENT BANK: Moody's Downgrades Bank Strength Rating to 'D'
INTELSTAT SUBSIDIARY: S&P Assigns Issue-Level Rating at 'BB-'
INTERSTATE BAKERIES: Bid to Reject Trademark License Pact Opposed
INTERSTATE BAKERIES: Exit Loan OK'd As Emergence Deadline Nears

INTERSTATE BAKERIES: March 4 Hearing on Bid to Amend Schedules
INTERSTATE BAKERIES: Settles $11,100,000 in EPA Claims
JACKSON HOSPITALITY: Voluntary Chapter 11 Case Summary
JERRY DONALDSON: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Newspapers Hit By Revenue Declines, Recession

KATHY COX: Creditors Eye $1MM Prize Money for 3 Public Schools
KELLY-RASCH: Voluntary Chapter 11 Case Summary
KESCO DYNAMICS: Voluntary Chapter 11 Case Summary
KESCO DYNAMICS: Sec. 341 Meeting on March 5 in Atlanta
LANDRY'S RESTAURANTS: S&P Retains Negative Watch on Low-B Ratings

LANDRY'S RESTAURANTS: S&P Retains Negative Watch on Low-B Ratings
LAWRENCE WIEDEMANN: Voluntary Chapter 11 Case Summary
LAWRENCE WIEDEMANN: Sec. 341 Meeting on March 2 in New Orleans
LEE ENTERPRISES: Gets Feb. 6 Extension of Covenant Waiver
LEE ENTERPRISES: Newspapers Hit By Revenue Declines, Recession

LENNAR CORPORATION: Posts $1.1BB Net Loss for Year Ended Nov. 30
MAGNETBANK: Utah Bank Fails & FDIC to Pay All Insured Deposits
MARVIN GARDENS: Voluntary Chapter 11 Case Summary
MASONITE INT'L: Mum About Jan. 30 Expiration of Forbearance Pact
MEDCAP HOLDING: Moody's Junks Rating on $32.380 Million Certs.

METOKOTE CORPORATION: Moody's Downgrades Corporate Rating to 'B3'
MIGENIX INC: Files Short Form Prospectus & Signs UTC Agreement
MORGAN STANLEY: Fitch Affirms 'B-' Rating on $15.9 Mil. Class L
MORRIS PUBLISHING: Taps Lazard Freres as Financial Adviser
NATIONAL MESSAGING: To Hold Bulk Sale of Assets on February 16

NEW YORK TIMES: Newspapers Hit By Revenue Declines, Recession
NEW YORK TIMES: Reports 10.8% Decrease in Q4 Revenues
NEW YORK TIMES: Retains Goldman for Sale of Red Sox Stake
NEW YORK TIMES: Settles Suit Filed by Gatehouse Media
NEWCASTLE INVESTMENT: Gets Continued Listing Notice from NYSE

NEXCEN BRANDS: BTMU Loan Amended; Interest on Class B Notes Cut
NORANDA ALUMINUM: Power Outage Cues S&P's Rating Cut to 'CCC+'
NORTEL NETWORKS: 4-Man Panel Named; Sec. 341 Meeting on Feb. 19
NORTEL NETWORKS: Court Okays Hiring of Epiq as Notice Agent
NORTEL NETWORKS: Objections to Chapter 15 Petition Due Feb. 13

NORTEL NETWORKS: Seeks to Hire Morris Nichols as Delaware Counsel
NOVADEL PHARMA: NYSE Alternext Extends Compliance Deadline
OCALA NATIONAL: Florida Bank Fails & FDIC Named as Receiver
OPPENHEIMER HOLDINGS: Moody's Lowers Corp. Family Rating to 'B2'
ORLEANS HOMEBUILDERS: Gets Feb. 6 Waiver Under Credit Facility

OSHKOSH CORPORATION: Moody's Lowers Corp. Family Rating to 'B2'
OSHKOSH CORP: S&P Downgrades Corporate Credit Rating to 'B'
PAETEC HOLDING: Wayzata Discloses 8.6% Equity Stake
PARADISE BUSINESS: Voluntary Chapter 11 Case Summary
PFF BANCORP: Tontine Financial, et. al. Disclose No Equity Stake

PHENIX CFO: Moody's Downgrades Ratings on Debt Instruments
PHH ALTERNATIVE: Moody's Downgrades Ratings on 34 Tranches
PILGRIM'S PRIDE: Seeks to Hire Gardere Wynne as Counsel
PILGRIM'S PRIDE: Court OKs Lazard Employment as Investment Banker
PILGRIM'S PRIDE: Gets Court Okay to Hire Kurtzman as Claims Agent

PILGRIM'S PRIDE: Proposes Securities Trading Protocol
PITTSBURGH CORNING: Files Modified 3rd Amended Bankruptcy Plan
PITTSBURGH CORNING: Comments on Filing of Amended Bankruptcy Plan
PNL PUBLICATIONS: Voluntary Chapter 11 Case Summary
PONTIAC MICHIGAN: Fitch Takes Rating Actions on Securities

PROPEX INC: Gets Interim OK to Borrow Up to $30-Mil. From Wayzata
PROPEX INC: Drops Bid for Extension of Solicitation Period
QTC MANAGEMENT: S&P Downgrades Corporate Credit Rating to 'B'
RADNET MANAGEMENT: S&P Gives Stable Outlook; Holds 'B' Rating
RANDY'S EXPRESS: Voluntary Chapter 11 Case Summary

RD MOTORS: Voluntary Chapter 11 Case Summary
RED HAT: S&P Raises Corporate Credit Rating to 'BB' from 'BB-'
RENEW ENERGY: Case Summary & 25 Largest Unsecured Creditors
RICHMOND'S ENTERPRISE: Voluntary Chapter 11 Case Summary
RICKY DEJAGER: Voluntary Chapter 11 Case Summary

RISKMETRICS GROUP: Moody's Affirms 'Ba3' Corp. Family Rating
RITE AID: Renews Receivables Financing Deal Until January 2010
RYLAND GROUP: Signs 4th Amendment to Credit Pact With JPMorgan
RYLAND GROUP: Posts $396,585,000 Net Loss for Year Ended Dec. 31
SEMGROUP LP: Seeks June 17 Extension of Removal Periods

SEMGROUP LP: SemCap Unit Seeks May 20 Lease Disposition Deadline
SEMGROUP LP: Creditors Panel May Hire Cole Schotz as Co-Counsel
SEMGROUP LP: Creditors Panel May Hire Ogilvy as Canadian Counsel
SINCLAIR BROADCAST: Moody's Cuts Corporate Family Rating to 'B1'
SMURFIT-STONE: Calpine Corrugated Can Use Cash Collateral

SMURFIT-STONE: Gets Court Okay to Hire Epiq as Claims Agent
SMURFIT-STONE: Gets Green Light to Borrow $550 Mil. From JPMorgan
SMURFIT-STONE: Gets Interim Approval to Use Lenders' Collateral
SPARTANS INC: Has Two Prospective Buyers for Nashua Headquarters
SPHERIS INC: S&P Withdraws 'B-' Corporate Credit Rating

SPRINT NEXTEL: Gets Go-Signal to End Services to Tweeter Opco
ST. ANN HOSPICE: Voluntary Chapter 11 Case Summary
STATION CASINOS: May File for Bankruptcy Protection
STEPHEN ANDO: Voluntary Chapter 11 Case Summary
SUBURBAN FEDERAL: Maryland Bank Fails & FDIC Named Receiver

SUN-TIMES MEDIA: Arbitrator Awards CN$51-Mil. to CanWest
SUN-TIMES MEDIA: Board Elects Graham W. Savage as Director
SUN-TIMES MEDIA: Davidson Kempner Wins Control of Board
SYNCORA GUARANTEE: S&P Downgrades Issuer Credit Rating to 'CC'
SYRACUSE FUNDING: Moody's Junks Ratings on EUR6.438 Mil. Notes

TAURINO SERVICES: Voluntary Chapter 11 Case Summary
TELETOUCH COMMUNICATIONS: Signs Retailer Pact With T-Mobile USA
THOMAS RICKS: Case Summary & Five Largest Unsecured Creditors
THREE RIVERS: Voluntary Chapter 11 Case Summary
TWEETER OPCO: Court Directs Wells Fargo to Release Funds

TWEETER OPCO: Court Permits Nextel to Terminate Services
TWEETER OPCO: Trustee May Retain Dilworth as Bankruptcy Counsel
TWEETER OPCO: Trustee Seeks to Hire Miller Coffey as Accountants
UNISYS CORP: Fitch Junks Issuer Default Rating from 'BB-'
UNITED COMPONENTS: S&P Downgrades Corporate Credit Rating to 'B-'

UNTHINKABLE INC: Files for Chapter 11 Bankruptcy Protection
US SHIPPING: Gets Feb. 10 Extension for Waivers to Credit Pact
US SHIPPING: S&P Withdraws 'D' Corporate Credit Rating
USG CORP: S&P Downgrades Corporate Credit Rating to 'B+'
VARGAS REALTY: Case Summary & 10 Largest Unsecured Creditors

VENOM INC.: Voluntary Chapter 11 Case Summary
VISTEON CORP: Ford Won't Help Former Unit Solve Financial Problems
VITRO SAB: Will Miss US$44.8MM in Interest Payments This Week
WASHINGTON MUTUAL: Seeks April 24 Extension of Exclusive Periods
WASHINGTON MUTUAL: Seeks March 10 Extension to Decide on Leases

WASHINGTON MUTUAL: To Sell FTV Investments to IVF for $3.2MM
WASHINGTON MUTUAL: US Trustee, JPMorgan React to Bar Date Request
WAYNE MCGEE: Voluntary Chapter 11 Case Summary
WELLMAN INC: Emerges From Bankruptcy; Becomes Private Company

WISONSIN STEEL: Voluntary Chapter 11 Case Summary
YRC WORLDWIDE: Completes First Phase of Financing Transaction
ZIFF DAVIS: Sells 1UP Digital to Hearst Corp. Unit

* Federal Reserve Develops Policy to Modify Mortgages
* Newspaper Industry Hit By Revenue Declines, Recession

* BOND PRICING: For the Week of Jan. 26 - Jan. 30, 2009


                            *********


146-148 CORTLANDT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 146-148 Cortlandt Street LLC
        139 Cortlandt Street
        Sleepy Hollow, NY 10591

Bankruptcy Case No.: 09-22104

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: George W. Echevarria, Esq.
                  100 Executive Boulevard
                  Ossining, NY 10562
                  Tel: (914) 923-3600
                  Fax: (914)923-2556
                  Email: gwechevarr@aol.com

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

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

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

The petition was signed by Cirilo Rodriguez, Managing Member of
the company.


A.H. BELO: Bank Syndicate Extends Credit Facility to April 2011
---------------------------------------------------------------
Newspaper publisher A. H. Belo Corporation (NYSE: AHC) said that
its bank syndicate has approved an amendment to the Company's
revolving credit facility. The amendment is effective January 30,
2009 and extends the maturity of the credit facility through
April 30, 2011. The amended $50 million facility, which is subject
to a borrowing base, provides the necessary working capital
flexibility required to navigate through the current economic
environment.

Among other things, the amendment:

    * Creates an asset-based revolving credit facility secured by
      all personal property assets of the company and its active
      subsidiaries and certain specified real property

    * Establishes minimum quarterly adjusted EBITDA covenant
      requirements in 2009 and a fixed charge coverage ratio
      covenant in 2010 of 1.0 to 1.0

    * Allows capital expenditures and investments of up to
      $16.0 million per year (in total)

    * Allows A. H. Belo to pay dividends when the company's fixed
      charge coverage ratio exceeds 1.2 to 1.0 and the aggregate
      availability under the credit facility exceeds $15.0 million

    * Sets pricing at LIBOR plus a spread of 375 basis points

    * Contains other covenants including limitations on
      indebtedness, liens, and asset sales

"A. H. Belo is focused on expense management and streamlining
processes to operate more profitably," said Robert W. Decherd,
chairman, president and Chief Executive Officer. "Given current
trends in advertising revenues we are reviewing all facets of our
operations with the goal of reducing costs whenever possible. This
work does not occur overnight and I believe the amendment to our
credit facility provides adequate financial flexibility and the
necessary runway for A. H. Belo to realign its operations."

                         About A. H. Belo

A. H. Belo Corporation (NYSE: AHC) headquartered in Dallas, Texas,
is a distinguished newspaper publishing and local news and
information company that owns and operates four daily newspapers
and a diverse group of Web sites. A. H. Belo publishes The Dallas
Morning News, Texas' leading newspaper and winner of eight
Pulitzer Prizes since 1986; The Providence Journal, the oldest
continuously-published daily newspaper in the U.S. and winner of
four Pulitzer Prizes; The Press-Enterprise (Riverside, CA),
serving southern California's Inland Empire region and winner of
one Pulitzer Prize; and the Denton Record-Chronicle.  The company
publishes various specialty publications targeting niche
audiences, young adults and the fast-growing Hispanic market. The
Company's partnerships and/or investments include the Yahoo!
Newspaper Consortium and Classified Ventures, owner of cars.com.
A. H. Belo also owns direct mail and commercial printing
businesses.  Additional information is available at
http://www.ahbelo.com/


ALERIS INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings including its corporate credit rating on Beachwood, Ohio-
based Aleris International Inc. to 'CCC-' from 'CCC+'.  The rating
remains on CreditWatch with negative implications, where it was
placed Nov. 12, 2008.

"The downgrade reflects the combination of very weak end-market
demand and low aluminum prices, a trend S&P expects to continue in
the near term, given the weak U.S. economy and low level of
construction activity," said Standard & Poor's credit analyst
Maurice Austin.  As a result, the borrowing base governing its
asset-based credit facility has likely decreased as volumes have
continued to decline.  This, combined with the voluntarily
reduction in the size of its ABL by $250.0 million in late 2008,
significantly reduces the company's already strained liquidity
position during a period of market uncertainty.

The continued CreditWatch listing reflects S&P's concern that,
absent improved market conditions, Aleris' liquidity will continue
to erode, necessitating incremental capital in order for
management to fund its ongoing obligations.


AMERICAN INT'L: In Talks With Gov't on Backstopping of Assets
-------------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that American
International Group Inc. is in talks with the government about
backstopping some of its troubled assets.

WSJ quoted AIG vice chairperson Paula Reynolds as saying, "We're
looking at a broader array of recapitalization options.  We both
realize that the environment's changing and we have to adjust to
that environment."

WSJ relates that the backstopping of assets would be similar to
government guarantees on Citigroup Inc.'s troubled assets.  This
could lessen some of the pressure on AIG from distressed assets
still on its books and the government wouldn't have to lay out as
much money upfront, the report says.  The government has bought
AIG assets rather than backstopped them, according to the report.

According to WSJ, AIG is considering selling units through initial
public offerings.

Citing Ms. Reynolds, WSJ states that AIG could adjust its roster
of units for sale.  "We might sell some things that aren't for
sale, and we might not sell some things that are for sale," the
report quoted her as saying.

The Government Accountability Office, according to WSJ, said that
it has started a study to "assess any impact of the assistance to
AIG on insurance markets and to determine, to the extent possible,
whether the rescue package has achieved its desired goals."  The
study was launched as requested by two members of the Congress,
who said that "there have been troubling reports that market
distortions may be occurring in the commercial property casualty
market" due to government federal aid.  An AIG spokesperson said
that the firm will cooperate with the study, WSJ relates.

        AIG Appoints Anastasia Kelly as Vice Chairperson

AIG has named Anastasia D. Kelly -- the company's AIG Executive
Vice President, General Counsel and Senior Regulatory, and
Compliance Officer -- has been named Vice Chairperson, reporting
to AIG Chairperson and CEO Edward J. Liddy.

Ms. Kelly assumes responsibility for the Communications, Corporate
Affairs and Human Resources functions, in addition to her present
responsibilities for Global Legal, Compliance, and Regulatory
matters.

Mr. Liddy said, "With the alignment of policy functions under
Stasia's leadership and the recent organization of administrative
functions under Vice Chairman Richard Booth and asset disposition
functions under Vice Chairman Paula Reynolds AIG's corporate
activities are better positioned to achieve our goals of repaying
American taxpayers and restoring AIG's financial health."

Ms. Kelly joined AIG in September 2006.  She was previously
Executive Vice President and General Counsel of MCI/WorldCom,
where she served as the chief legal officer from 2003 until
MCI/WorldCom's merger with Verizon early in 2006.  Before that,
Stasia served as General Counsel of Sears, Roebuck and Fannie Mae,
and was a partner at Wilmer Hale in Washington, D.C.

                           About AIG

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

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

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

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

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

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

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


AMERICAN INTERNATIONAL: SVP Disclosed Ownership of 2,970 Shares
---------------------------------------------------------------
Monika M. Machon, senior vice president of American International
Group Inc. disclosed in a Form 3 filing with the Securities and
Exchange Commission that she may be deemed to directly own 2,970
shares of the company's common stock.

As Troubled Company Reporter on Jan. 21, 2009, AIG has named
Ms. Machon as SVP and chief investment officer, responsible
for insurance company portfolio management across all asset
classes, succeeding Win J. Neuger.

Ms. Machon also disclosed direct ownership of the company's other
securities.

  Title of Derivative Security               Number of Shares
  ----------------------------               ----------------
  Restricted Stock Unit                             500
  Restricted Stock Unit                           2,910
  Restricted Stock Unit                           4,207
  Restricted Stock Unit                           1,500
  Restricted Stock Unit                           1,200
  Stock Option (Right to Buy)                     1,000
  Stock Option (Right to Buy)                     1,750
  Stock Option (Right to Buy)                       300
  Stock Option (Right to Buy)                     1,000
  Stock Option (Right to Buy)                     1,250
  Stock Option (Right to Buy)                     1,750
  Stock Option (Right to Buy)                       500
  Stock Option (Right to Buy)                       400

As of Oct. 31, 2008, there were 2,689,938,313 shares outstanding
of the company's common stock.

A full-text copy of the Form 3 filing is available for free at:

              http://ResearchArchives.com/t/s?38c7

                          About AIG

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

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

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

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

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

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

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


AMERICAN MEDIA: Bondholders Take 95% Stake; Debt Exchange Done
--------------------------------------------------------------
American Media Inc.'s operating subsidiary, American Media
Operations, Inc., said Feb. 1 that it had completed its financial
restructuring with the successful completion of the cash tender
offers for its outstanding senior subordinated notes and receipt
of requisite consents in the related consent solicitations in
respect of an aggregate of approximately $570 million of its
outstanding senior subordinated notes, consisting of

    (1) $414,544,000 aggregate principal amount of 10 1/4% Series
        B Senior Subordinated Notes due 2009 and

    (2) $155,454,000 aggregate principal amount of 8 7/8% Senior
        Subordinated Notes due 2011.

The Tender Offer and Consent Solicitation expired at 8:00 a.m.,
New York City time, on January 29, 2009.  Approximately 96.6% of
the 2009 Notes and 95.2% of the 2011 Notes were validly tendered
and accepted for payment and consents were delivered with respect
to all such Existing Notes.  Holders who tendered 2009 Notes
received total consideration equal to $807.56 for each $1,000
principal amount of 2009 Notes validly tendered and not validly
withdrawn.  Holders who tendered 2011 Notes received total
consideration equal to $756.32 for each $1,000 principal amount of
2011 Notes validly tendered and not validly withdrawn.

AMOI also received the requisite consents in the related Consent
Solicitations in order to execute and deliver the supplemental
indentures to effect the proposed amendments to the Existing Notes
and the indentures pursuant to which the Existing Notes were
issued.

AMOI also completed its private placement of $21,245,380 of 9%
Senior PIK Notes due 2013 and $300,000,000 of 14% Senior
Subordinated Notes due 2013, and its parent, AMI, completed its
offering of 5,694,480 shares of its common stock.

With the successful completion of these transactions, AMOI's
bondholders now own 95% of AMI's common stock, and AMI's debt has
been reduced by $227.2 million.

AMOI Chairman and CEO David J. Pecker said, "This is a major step
forward for American Media. We now have the capital structure in
place to strategically, financially and operationally fully
realize the potential of our brands. We will continue to balance
our future investments with a disciplined financial mindset to
maximize the return for our company."

J.P. Morgan Securities Inc. was the dealer manager for the Tender
Offers and solicitation agent for the Consent Solicitations and
can be contacted at (212) 357-0775 (collect).  MacKenzie Partners,
Inc. acted as the information agent and tabulation agent, and may
be contacted at (800) 322-2885 (toll free) and (212) 929-5500
(collect).

                       About American Media

American Media, Inc. is the leading publisher of celebrity
journalism and health and fitness magazines in the U.S. These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer. In addition to print properties, AMI
owns Distribution Services, Inc., the country's #1 in-store
magazine merchandising company.


AMERICAN MEDIA: Newspapers Hit By Revenue Declines, Recession
-------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.


ANIL MIGLANI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Anil Miglani
        Shivani Miglani
        10416 Shepherds Crook Court
        Potomac, MD 20854

Bankruptcy Case No.: 09-11128

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Michael Steven Fried, Esq.
                  Air Rights Building
                  4550 Montgomery Avenue, Suite 710 North
                  Bethesda, MD 20814
                  Tel: (301) 656-8525
                  Fax: (301) 656-8528
                  Email: mfried@friedlaw.com

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

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

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

            http://bankrupt.com/misc/mdb09-11128.pdf

The petition was signed by Anil Miglani and Shivani Miglani.


ANTHONY TARTAGLIE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Anthony L. Tartaglia, Jr.
        14538 Tamiami Trail
        North Port, FL 34287

Bankruptcy Case No.: 09-11349

Chapter 11 Petition Date: January 22, 2009

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

Debtor's Counsel: Vincent D. Commisa, Esq.
                  600 South Livingston Avenue, Suite 206
                  Livingston, NJ 07039-5415
                  Tel: (973) 533-1144

Total Assets: $2,241,150

Total Debts: $1,700,000

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

The petition was signed by Anthony L. Tartaglia, Jr. of the
company.


APEX SILVER: Receives Notice of Delisting From NYSE
---------------------------------------------------
Apex Silver Mines Limited (NYSE Alternext US: SIL) has received
notice from NYSE Alternext US LLC stating that:

   (i) the Company continues not to be in compliance with
       Section 1003(a)(iv) of the Company Guide in that it has
       sustained losses that are so substantial in relation to
       its overall operations or existing financial resources,
       or its financial condition has become so impaired that it
       appears questionable, in the opinion of the Exchange, as
       to whether it will be able to continue operations or meet
       its obligations as they mature;

  (ii) the Company has become subject to Section 1003(c)(iii) of
       the Company Guide which states that the Exchange will
       normally consider delisting securities whenever advice
       has been received, deemed by the Exchange to be
       authoritative, that the security is without value, and

(iii) the Exchange intends to strike the ordinary shares of the
       Company from the Exchange by filing a delisting
       application with the Securities and Exchange Commission.
       The delisting application is expected to be filed on or
       after February 2, 2009. The Company does not expect that
       it will appeal the Exchange's decision to delist the
       ordinary shares.

The Company anticipates that upon delisting of the ordinary
shares, the ordinary shares will commence trading in the over-the-
counter market.

The delisting of the ordinary shares from the Exchange will not
affect the Company's reporting obligations under the rules of the
Securities and Exchange Commission.

                    About Apex Silver Mines

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

The Debtors delivered to the Hon. James M. Peck a proposed joint
Chapter 11 plan of reorganization and disclosure statement
explaining the plan on Jan. 15, 2009.  The Court will convene a
hearing Feb. 4, 2009, at 2:00 p.m., to consider the adequacy of
the disclosure statement explaining the plan.  Hearing to consider
confirmation of the Debtors' plan is set for March 4, 2009, at
2:00 p.m.


ARG ENTERPRISES: Final DIP Hearing Scheduled Today
--------------------------------------------------
ARG Enterprises Inc. and its affiliated debtors will present on
Feb. 2, 2009, at 10:00 p.m., before the Hon. Kevin J. Carey of the
United States Bankruptcy Court for the District of Delaware for
final approval of their request to obtain $71.5 million in debtor-
in-possession financing under the postpetition financing senior
secured superpriority credit agreement dated Jan. 16, 2009, with
Pecus ARG Parallel LLC, as administrative and collateral agent.

On Jan. 16, 2009, Judge Carey authorized the Debtors to access
$12 million in postpetition financing on the interim basis.  He
also authorized the Debtors to use cash collateral to secure
repayment of secured loans to the lenders.

Summary of certain significant terms and condition of the DIP
credit agreement:

Maximum Credit:   $71.5 million total commitment: approximately
                  $4.836 million to fund Agreed Budget expenses
                  in excess of cash flow; approximately $2.125
                  million to fund DIP facility expenses and
                  prepetition term and revolver interest;
                  approximately $13.245 million to fund letter of
                  credit obligations; approximately $41.696
                  million in rolled-up prepetition obligations;
                  and the remainder for future borrowings as a
                  reserve.

Interim Credit:   $12.0 million maximum credit to be extended to
                  the debtors from the Court's entry of the
                  interim order through entry of the final order.

Interest Rate:    10%

Default Rate:     12%

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

Maturity Date:    The earliest of (a) March 17, 2009, (b) 30 days
                  after the entry of the interim order if the
                  final order has not been entered prior to the
                  expiration of 30 day period, (c) the date on
                  which the Court enters an order authorizing an
                  alternative transaction, (d) the date on which
                  all obligations become due as the result of an
                  acceleration pursuant to Section 11.04, and (e)
                  the substantial consummation of a plan of
                  reorganization that is confirmed pursuant to an
                  order entered by the Court in any of the
                  Chapter 11 Cases.

Use of Proceeds:  Proceeds of the DIP loans will be used to
                  pay for the operating expenses of the Debtors
                  and other costs and expenses of administration
                  of the Chapter 11 Cases in accordance with the
                  agreed budget.

Superpriority
Claims:           The DIP Lenders are granted allowed super-
                  priority administrative claims, which claims
                  will have priority in right of payment over any
                  and all other obligations, liabilities and
                  indebtedness of the Debtors.

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

The DIP agreement contains customary and appropriate events of
defaults.  Failure to achieve any of these sale milestones
constitutes an event of default:

   a) an order of the Bankruptcy Court in form and substance
      acceptable to Lenders (the "Bid Procedures Order")
      establishing the Bid Procedures entered on or before
      February 2,2009;

   b) (i) the holding of a hearing by the Court regarding the
      sale of all or substantially all of the assets of the
      Debtors in accordance with the bid procedures order and the
      asset purchase agreement by  March 4, 2009 and (ii) an
      order of the Court, in form and substance acceptable to DIP
      lenders, evidencing the approval described in the foregoing
      clause entered before March 4, 2009; or

   c) the closing of the asset sale before March 17, 2009.

                     Prepeptition Secured Debt

The Debtors are obligated to Pecus ARG Main LLC and Pecus ARG
Parallel LLC, as assignees of the lender parties to that certain
credit agreement dated July 11, 2005, between Wells Fargo
Foothill Inc., as arranger and administrative agent, and American
Restaurant Group Inc.  As of their bankruptcy filing, about
$53.1 million was outstanding under the prepetition credit
agreement composed of:

   i) a $17.9 million in advances under a revolving credit
      facility;

  ii) a $20.0 million under a term B loan, approximately $10.5
      million of overadvances; and

iii) a $4.7 million of accrued, unpaid and capitalized interest
      and fees.

In addition, approximately $13.2 million has been reserved for
outstanding letters of credit issued under the revolver.  Under
the agreement, the prepetition obligations are secured by
substantially all of the Debtors' assets.



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

               http://ResearchArchives.com/t/s?38f3

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

               http://ResearchArchives.com/t/s?38f3

                       About ARG Enterprises

Headquartered in Philadelphia, Pennsylvania, ARG Enterprises Inc.
-- http://www.argenterprises.com-- owns and operates the Black
Angus Steakhouse chain of casual steakhouse restaurants, which
specialize in 100% all-natural Black Angus steak and prime rib.
The Debtors have 69 restaurants located in seven western states:
Alaska, Arizona, California, Hawaii, New Mexico, Nevada and
Washington.  The Company and two of its affiliates filed for
Chapter 11 petition on Jan. 15, 2009 (Bankr. D. Del. Lead Case No.
09-10171).   Adam G. Landis, Esq., Kerri K. Mumford, Esq., and
Landon Ellis, Esq., at Landis Rath & Cobb LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
CRG Partners Group LLC as their restructuring advisor; KPMG
Corporate Finance LLC and KPMG CF Realty LLC as special real
estate advisors; and Kurtzman Carson Consultants LLC as claims and
noticing agent.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured Creditors
for the Debtors' Chapter 11 cases.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


ATA AIRLINES: Court to Set Confirmation Hearing Schedule
--------------------------------------------------------
Judge Basil Lorch III of the United States Bankruptcy Court for
the Southern District of Indiana will set and notify counsel for
ATA Airlines Inc. of the confirmation hearing date with respect to
its Chapter 11 Plan of Reorganization, discloses a minute
entry/order filed in Court.

Judge Lorch approved the disclosure statement explaining ATA's
Plan, as per modifications as stated on the record, at a hearing
held January 12, 2009.  The Court held that the Disclosure
Statement contains adequate information that would help holders of
claims and equity interests make an informed judgment about the
airline's Plan.

At the confirmation hearing, the Court will consider approval of
ATA's Plan which provides for the global settlement of claims
among the airline, the Creditors Committee, Global Aero Logistics,
Jefferies Finance, JPMorgan Chase Bank, five labor unions
representing the airline's employees, and non-unionized employees.
The Plan also provides for ATA's reorganization pursuant to the
issuance of the membership interest in the reorganized company to
Southwest Airlines Co.

Under the Plan, ATA Airlines proposes to pay unsecured creditors
about 1.3 percent of their claims totaling almost $420 million
while it proposed to pay secured creditors about 13.9 percent of
their claims totaling $365 million.  Secured creditors agreed to
share proceeds from potential lawsuits against suppliers that
could yield as much as $12.2 million in damages under the
proposed plan.

ATA Airlines filed its proposed plan barely two weeks after the
Court approved the bid proposal of Southwest Airlines to purchase
its assets, including its takeoff and landing slots at LaGuardia
Airport in New York, for $7.5 million.  The sale can't go through
until a final plan is approved by the Court.

Southwest Airlines' bid proposal requires ATA Airlines to have
its Chapter 11 plan confirmed by the Court by March 2, 2009.

Meanwhile, ATA Airlines has said that it obtained permission from
its secured lenders to use their cash collateral until April 10 or
the effective date of its chapter 11 plan.

                    About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on Aug. 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: To Get $500,000 Rent Payment From AirTan
------------------------------------------------------
ATA Airlines Inc. and AirTran Airways Inc. ask the U.S. Bankruptcy
Court for the Southern District of Indiana to approve their
settlement agreement requiring AirTran to pay the rent due under
their lease contracts.

Under the deal, AirTran is only required to pay $500,000 out of
the $770,400, which it incurred from leasing 12 of ATA Airlines'
take-off and landing slots at LaGuardia Airport in New York.  The
companies also agreed to release each other from all claims under
the lease contracts, which will terminate immediately after ATA
Airlines receives the payment.

The companies reached the settlement in light of the impending
sale of ATA Airlines' business to Southwest Airlines Co.  The 12
slots in LaGuardia Airport are among the assets comprising the
airline's business that will be sold to Southwest Airlines as
part of the transaction.

                          Goodyear Deal

Meanwhile, the Court approved a settlement agreement between ATA
Airlines Inc. and its supplier The Goodyear Tire & Rubber Company.
The Court authorized ATA Airlines to pay Goodyear $340,000 from
the $1.5 million worth of proceeds that the airline generated from
the sale of wheel assemblies.  The payment serves as full
settlement of claims that Goodyear may assert against the airline.
ATA Airlines is also authorized to transfer to its general
operating account the remaining funds after the payment.

                          Airliance Deal

ATA Airlines also obtained Court approval of its agreement with
Airliance Materials LLC, to settle their dispute over the
ownership of certain DC-10 spare parts.  Under the settlement, ATA
Airlines agreed to return to Airliance Materials the inventory of
spare parts which Airliance provided to the airline prior to its
bankruptcy.  ATA Airlines also agreed to pay $65,000 to Airliance
Materials on account of its mechanics' lien claim on 139 spare
parts that it received from the bankrupt company for repair.

In exchange, Airliance Materials will return the 139 spare parts
to ATA Airlines and will waive its contingent claim of $563,000
for the estimated value of the inventory, after the airline
fulfills its obligations under the settlement deal.  Airliance
Materials also agreed to "recharacterize" its statutory
secured claim of $84,148 for unpaid services to a general
unsecured claim.

                          Repair Costs

ATA Airlines also seeks permission to pay claims of companies from
where it tapped repair services for its equipment prior to the
bankruptcy filing.   A list of the companies, equipment and claims
sought to be paid is available for free at:

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

The airlines says it intends to sell the equipment at an auction
and want them returned by the companies contemporaneously with
the payment of their claims.  It says the sum owing to the
companies is far lower than the total proceeds the airline may
generate from the sale of the equipment.

"The [companies] have mechanic lien claims on the equipment that
would have to be satisfied from the proceeds of any sale of the
equipment," ATA Airlines says.  It further notes that the
proposed payment would not change the priority or the amount
payable to its creditors but just the timing of payment to the
companies and, therefore, would not "prejudice" any of its
creditors.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on Aug. 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: To Sell L1011 Aircraft to Barq for $1.55 Million
--------------------------------------------------------------
ATA Airlines Inc. seeks permission from the U.S. Bankruptcy Court
for the Southern District of Indiana to sell its aircraft to Barq
Aviation for $1.55 million.

ATA Airlines is selling its three remaining aircraft identified
as Lockheed L1011-500 (Tail No. N162AT; Manufacturer's Serial No.
1220) for $250,000; Lockheed L1011-500 (Tail No. N163AT;
Manufacturer's Serial No. 1229) for $500,000; and Lockheed L1011-
500 (Tail No. N164AT; Manufacturer's Serial No. 1238) for
$800,000).

The proposed sale came more than a month after ATA Airlines
received bid proposals from Barq and another company to purchase
the aircraft.  The other bidder reportedly (i) offered a lower
price and declined to match the offer of Barq, and (ii) did not
post a deposit as required by the court-approved procedures
implemented by ATA Airlines for the solicitation of bids for the
aircraft.

"The proposed sale is consistent with [ATA Airlines'] business
judgment and is in the business interest of the bankruptcy estate
and its creditors," Terry Hall, Esq., at Baker & Daniels LLP, in
Indianapolis, Indiana, relates.

Ms. Hall says the sale would be structured in a way to allow ATA
Airlines to maintain operational control over one aircraft until
the confirmation of its Chapter 11 plan, adding that it would
enable the airline to maintain its airline operating certificate
until the closing of the sale of its business to Southwest
Airlines Co.

Ms. Hall says, however, that ATA Airlines is still accepting bids
for the aircraft to maximize the sale price, and that an auction
will be conducted at the Jan. 28 hearing on the proposed sale if
it receives bids from other interested buyers.

Barq has already posted a deposit for $760,000, which will be
credited against the amount payable to ATA Airlines at the
closing of the sale.

                    BofA, Victorville Object

The proposed sale of the aircraft drew flak from Bank of America
N.A. and Victorville Aerospace LLC, both of which allegedly hold
liens on the aircraft.

Bank of America says that ATA Airlines did not mention how much
of the net sale proceeds it would earmark to pay its debt to the
bank.  As of January 23, the airline allegedly owes more than
$728,000 to Bank of America on account of the loans that it
availed from the bank.  ATA Airlines offered as collateral its
two aircraft -- L1011-500 (Tail No. N162AT) and Lockheed L1011-
500 (Tail No. N163AT) -- to secure its payment of the loans.

Meanwhile, Victorville says it will not object to the proposed
sale so long as its lien on the three aircraft is protected.
Victorville asserts lien on the aircraft on account of the
maintenance services it provided to ATA Airlines, which allegedly
have not yet been paid.  Victorville is allegedly owed about
$407,594.

               Aircraft-Related Assets Sold to DSC

The Court has authorized ATA Airlines to sell its aircraft-related
assets to DSC Trading LLC for $94,800.  The assets consist of
expendable items that have not been sold by DSC Trading for the
airline under their agreement signed way back in 2005.  ATA
Airlines signed the agreement to commission DSC Trading to sell
the assets on consignment.

Under the deal, DSC Trading will pay the assets in three equal
installments of $31,600.  It will also turn over to ATA Airlines
$74,458 that it earned from similar items that were sold under
their consignment agreement.

The purchase price merely represents a recovery of about 3.5% of
ATA Airlines' acquisition cost for the assets, which is lower
than the 7.7% recovery it made when it sold similar items at an
auction conducted by Starman Bros. Auctions Inc.  The airline,
however, does not expect getting a higher recovery from the sale
of the assets through an auction, citing the inability of DSC
Trading to sell the assets over the past year.

                    About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on Aug. 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATMADJIAN DIAMOND: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Atmadjian Diamond, Inc.
        d/b/a 18 Karati
        510 W. 6th Street, Suite 1034
        Los Angeles, CA 90014

Bankruptcy Case No.: 09-11534

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: David B Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.com

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

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

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

            http://bankrupt.com/misc/cacb09-11534.pdf

The petition was signed by Arte Atmadjian, President of the
company.


BANC OF AMERICA: Fitch Downgrades Ratings on Two Classes to Low-B
-----------------------------------------------------------------
Fitch Ratings downgrades five classes of Banc of America Large
Loan, Inc., series 2005-MIB1 and assigns Rating Outlooks:

  -- $30.3 million class G from 'A+' to 'A-'; Outlook Negative;

  -- $25.3 million class H from 'A' to 'BBB+'; Outlook Negative;

  -- $28.8 million class J from 'BBB+' to 'BBB-'; Outlook
     Negative;

  -- $30.9 million class K from 'BBB-' to 'BB'; Outlook Negative;

  -- $30 million class L from 'BBB-' to 'B-/DR1'.

In addition, Fitch affirms these classes and assigns Rating
Outlooks:

  -- $195.9 million class A-1 at 'AAA'; Outlook Stable;
  -- $224.7 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1B at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-3 at 'AAA'; Outlook Stable;
  -- Interest-only class X-5 at 'AAA'; Outlook Stable;
  -- $43 million class B at 'AAA'; Outlook Stable;
  -- $51.2 million class C at 'AAA'; Outlook Stable;
  -- $30.3 million class D at 'AA+'; Outlook Negative;
  -- $30.3 million class E at 'AA'; Outlook Negative;
  -- $30.3 million class F at 'AA-'; Outlook Negative.

Interest-only classes X-1A and X-4 have paid in full. Rake Classes
K-LH, X-LHK, L-LH, X-LHL, M-LH, X-LHM, N-LH, X-LHN, L-1-RC, L-2-
RC, M-1-RC, and M-2-RC were not rated by Fitch, and have paid in
full.

The downgrades are due to a decline in performance of five loans
(16.7%) which are considered to have below investment-grade shadow
ratings.  These loans are: Liberty Properties (5.35%), La Cumbre
Plaza (3.66%), Radisson Resort (3.30%), The Shops at Grand Avenue
(3.08%) and The Pointe Apartments (1.30%).

The Liberty Properties loan is secured by a portfolio of five
industrial/office buildings located in Worchester and Dedham,
Massachusetts.  Occupancy of the portfolio as of September 2008
had declined to 63.8% from 81.1% at issuance.  The loan matures in
March 2009 and has one remaining one-year extension option.
The La Cumbre Plaza loan is secured by an open-air shopping center
located in Santa Barbara, California.  While occupancy and
revenues are in-line with issuance, expenses have increased in
excess of 25% since issuance.  The loan matures in August of 2009
and has no remaining extension options.

The Radisson Resort is a 718-room resort hotel located in
Kissimmee, Florida.  The hotel has experienced a decline in
performance as tourism in the area has suffered due to the
economic downturn.  As of the trailing 12 months ended October
2008, occupancy had declined to 69.5% from 75.8% at issuance.
Additionally, as of Sept. 30, 2008 expenses had increased
approximately 20% from issuance.  The loan matures in September
2009 and has no remaining extension options.  Given the decline in
performance and the current lending environment, a default at
maturity is likely.

The Shops at Grand Avenue loan is secured by an urban shopping
center in downtown Milwaukee, Wichita.  As of October 2008 the
occupancy of the property had declined to 59.0% from 78.6% at
issuance.  The loan matures September 2009 and has two remaining
one-year extensions.

The Pointe Apartments loan is secured by a 360-unit apartment
complex located in Stone Mountain, Georgia.  The loan was
transferred to the special servicer due to imminent default and
the special servicer is pursuing foreclosure.  In addition to the
senior loan, which is included in the trust, there is $5,450,000
B-note.  The loan remains current and the Fitch value does not
indicate losses.

The Westin New York at Times Square (30.9%) is the largest loan in
the transaction.  It is secured by an 863-room, Class A, full-
service hotel located in Manhattan's Times Square.  When the hotel
opened in 2002, it was Manhattan's largest newly-constructed hotel
in 17 years.  The loan is performing in-line with issuance.  The
loan had a Fitch stressed debt service coverage ratio of 1.73
times as of September 2008 compared to 1.72x at issuance.  The
DSCRs for the loans are calculated based on a Fitch adjusted net
cash flow and a stressed debt service based on the current loan
balances and a hypothetical mortgage constant.  The loan matures
on March 11, 2009, and has three one-year extension options.  The
borrower has indicated that it plans to extend the loan.

The Toys R' Us - DE Portfolio (22.6%), the second largest loan, is
collateralized by a portfolio of owner-occupied, triple-net leased
stores that comprise 7.5 million square feet in 26 states.  The
loan has experienced stable performance and occupancy has not
changed since issuance.  The loan is within the second of three
one-year extension options, and matures on Aug. 9, 2009.

The third-largest loan is secured by the USX Tower (19.3%), a 2.3
million sf office building located in Pittsburgh, Pennsylvania.
Occupancy has improved since issuance, with an October 2008 lease
rate of 93.9% compared to 81% at issuance.  The loan is within the
second of three one-year extension options, and matures on Sept.
9, 2009.

As of the January 2009 remittance, the pool's collateral balance
had paid down 40.2% to $751 million from $1.26 billion at
issuance.  Seven loans have paid in full since issuance and 11
loans remain outstanding.  Fitch remains concerned about the
transaction's maturity risk.  Three loans (8%) have no remaining
extension options and mature in the second half of 2009 or January
2010.  Six loans (58%) mature in 2009 and have one remaining 1-
year extension option.  Two loans (34%) mature in 2009 and have
two or more remaining 1-year extensions.


BANK OF AMERICA: Brian Moynihan Faces Compensation Questions
------------------------------------------------------------
Dan Fitzpatrick and Susanne Craig at The Wall Street Journal
report that Brian Moynihan, who took John Thain's place as global
banking and global wealth and investment management at Bank of
America Corp., was met with questions about compensation and other
topics.

According to WSJ, Mr. Moynihan is struggling with worker
dissatisfaction due to:

     -- high-level executive exits,
     -- cultural friction between Merrill Lynch and BofA, and
     -- a decision to award billions of dollars in bonuses to
        Merrill Lynch employees before the deal was completed
        On Jan. 1, 2009.

WSJ relates that the questions include the possible cuts in
compensation, which could include plans to defer some bonuses of
investment-banking workers.  Citing a person familiar with the
matter, WSJ states that the 2008 of some of the BofA investment-
banking employees could be delayed until an unspecified date.
The report says that this could worsen the divide between Merrill
Lynch and BofA workers, as Merrill Lynch already gave out 2008
bonuses.

Mr. Moynihan introduced his leadership team and advised workers on
how to talk with their clients in a time of economic uncertainty,
WSJ reports.

                       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.


BELO CORP: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Dallas, Texas-based Belo Corp.  The
corporate credit rating was lowered to 'BB-' from 'BB', and the
rating outlook is stable.

"The downgrade reflects our concern about weakening prospects for
Belo's revenue and EBITDA during the recession, coupled with the
probability that the company will need to amend its credit
agreement in early 2009 to loosen its financial covenants,"
explained Standard & Poor's credit analyst Deborah Kinzer.

S&P's expectation of a sharp decline in local and national ad
revenue in 2009, particularly in the absence of significant
political ad revenue, would result in an even more precipitous
drop in EBITDA.  Despite Belo's efforts to pay down debt, headroom
under its leverage covenant could disappear rapidly if it does not
amend its credit agreement.  The company's unadjusted debt to
EBITDA was 4.1x as of Sept. 30, 2008, and maximum leverage under
its credit agreement is 5.75x, tightening to 5.00x in the first
quarter of 2009.  As of Sept. 30, 2008, Belo had about $1.14
billion of debt outstanding.  High margins in broadcasting result
in dramatic declines in EBITDA during business downturns, and
correspondingly rapid increases in leverage, even with respectable
efforts to reduce debt.

The rating reflects Belo's high financial leverage from the
retention of all outstanding indebtedness after the Feb. 8, 2008
spinoff of its newspaper business, the vulnerability of TV
broadcasting's revenues to economic cycles, earnings volatility
between election and non-election years, and competition from
alternative media.  The company's strong station portfolio,
diversification among network affiliations, and good cash flow and
high EBITDA margins relative to peers partially offset these
factors.

In the first nine months of 2008, Belo's EBITDA declined 5.2% from
the same period of 2007, on a 4.4% decline in revenue.  Higher
political advertising and retransmission consent revenue was
insufficient to offset the decline in local and national ad
revenue, especially from automotive advertisers and from weakness
in the Phoenix, Arizona market.  Cost reductions from a hiring
freeze and staff cutbacks only partly offset the lower revenues.
The EBITDA margin for the 12 months ended Sept. 30, 2008, was 35%,
which is relatively good in a peer comparison.

The company's TV operations have historically generated good
discretionary cash flow.  The conversion rate of EBITDA into
discretionary cash flow has typically been about 25%, but S&P
believes that the company could have difficulty maintaining this
level of conversion in 2009.

Belo's lease-adjusted debt to EBITDA was 4.1x for the 12 months
ended Sept. 30, 2008, and lease-adjusted EBITDA coverage of
interest was 3.1x.  The company was comfortably in compliance with
its financial covenants, including the scheduled tightening in the
first quarter of 2009.  However, S&P believes that declining ad
revenues and EBITDA could lead to a significant narrowing of
covenant headroom in the first half of 2009. Amending the credit
agreement will likely significantly increase the pricing on Belo's
bank borrowings.


BERNARD L. MADOFF: Banks to Transfer $535MM From Co.'s Accounts
---------------------------------------------------------------
Christopher Scinta at Bloomberg News reports that Bank of New York
Mellon Corp. and JPMorgan Chase & Co. have agreed with Irving
Picard, the trustee for Bernard L. Madoff Investment Securities
LLC, to transfer $535 million from the brokerage's account.

Court documents say that Bank of New York will transfer about
$301.4 million, while JPMorgan said it will transfer about
$233.5 million, to Mr. Picard by Feb. 6, 2009.  Mr. Picard will
indemnify the banks against any claims brought as a result of the
transfers, the documents state.  Bloomberg relates that the Hon.
Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York will hold a hearing on the agreements on Feb.
4, 2009.

Citing a Federal Bureau of Investigation agent, Bloomberg reports
that Bernard Madoff told workers that his money-management
business was a separate entity and that it had been insolvent for
years.  Mr. Madoff, according to court documents, said that and
that he had $200 million to $300 million left from that business
that he planned to distribute to workers, family members, and
friends.

Bloomberg relates that a person familiar with the matter said that
Mr. Picard and lawyers from his firm, Baker Hostetler LLP, are
reviewing records with the help of Mr. Madoff's former employees.
The court, says Bloomberg, authorized Mr. Picard to confiscate
assets and records, demand documents, summon witnesses, and enter
Mr. Madoff's residences around the world.

                    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: Former Merrill Officials Invested in Co.
-----------------------------------------------------------
Randall Smith at The Wall Street Journal reports that people
familiar with the matter said that former Merrill Lynch CEOs
Daniel Tully and David Komansky, and former Merrill Lynch
investment-banking chief Barry Friedberg invested in hedge funds
with Bernard L. Madoff Investment Securities LLC exposure run by
former Merrill Lynch brokerage chief John Steffens.

While Merrill Lynch and Morgan Stanley turned some customers away
from Bernard Madoff as their "due diligence" teams couldn't
understand Mr. Madoff's obscure investment strategy, Mr. Steffens
had exposure to Mr. Madoff fraud through investments made by funds
run by Spring Mountain Capital LP, WSJ states.  The report says
that Mr. Steffens' Spring Mountain, which he created with top
Bernard L. Madoff investor J. Ezra Merkin in 2001, invested in
three funds led by Ezra Merkin, one of which Mr. Steffens said he
was aware of heavy Bernard L Madoff Investment exposure.

Mr. Merkin, Mr. Steffens' partner at Spring Mountain, operated
three funds that invested with Mr. Madoff, all of which Spring
Mountain invested in, WSJ relates.  The funds are:

     -- Ascot Partners LP,
     -- Gabriel Capital Corp., and
     -- Ariel Fund Ltd.

A Spring Mountain official estimated that the $35 million the
company invested in Bernard L. Madoff Investment was 4.4% of the
Spring Mountain's $800 million in hedge-fund fund-of-funds
investments, WSJ states.  The Bernard L. Madoff Investment was 7%
of one fund, Spring Mountain Capital Partners QP I, the report
says, citing an investor.

WSJ relates that Mr. Steffens disclosed plans to close down the
Spring Mountain funds of hedge funds ten days after the Madoff
fraud was revealed, due to a number of reasons that included
redemption requests from customers and withdrawal limits by some
funds in which Spring Mountain invested, made worse by the fraud.

According to WSJ, it isn't clear how much money the Merrill
executives had invested.  The report states that Mr. Steffens said
that his funds had generally outperformed the stock-market indexes
since inception and in 2008.

                    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: No Proof on Workers' Awareness of Fraud
----------------------------------------------------------
Tom Lauricella, Amir Efrati, and Aaron Lucchetti at The Wall
Street Journal report that no evidence has surfaced that a group
of Bernard L. Madoff Investment Securities LLC employees who
played key roles with clients knew about the alleged fraud.

According to WSJ, this group of employees kept track of
Mr. Madoff's investment clients, set up new accounts, and
monitored client balances.  This group, says WSJ, dispatched
checks or wired money when customers withdrew funds and provided
the clients "with market color on how the portfolio was invested."

Citing people familiar with the matter, WSJ states that several
Bernard L. Madoff Investment workers have been subpoenaed by
regulators seeking documents about their dealings with defrauded
investors.  Sources said that investigators don't believe
Mr. Madoff committed the fraud alone, although Mr. Madoff said
that he acted alone in defrauding the investors, WSJ relates.

WSJ reports that the 17th floor of the Lipstick Building housed
Mr. Madoff's secretive investment operations, involving:

     -- Frank DiPascali Jr., who investigators said supervised
        the day-to-day dealings with investment clients and is a
        focus of their probe;

     -- Robert Cardile, a Madoff veteran who briefly had worked
        in Madoff's main stock-trading operation with Mr.
        Madoff's sons Mark and Andrew.  Mr. Cardile married Mr.
        DiPascali's sister;

     -- Eric Lipkin was a second-generation Madoff employee; his
        father had worked for decades at the company in the
        stock-trading operation, although in one instance he
        acted as trustee on an account for a Madoff investor.  He
        dealt with some investment-advisory clients and handled
        payroll for the Madoff firm.  A source said that Mr.
        Lipkin hasn't received a subpoena;

     -- JoAnn Crupi, who processed client requests in the
        investment-advisory business.  People familiar with the
        matter said that she kept track of money being wired in
        and out of Madoff's accounts.  She handled accounts for
        individual investors as well as institutional clients,
        like "feeder funds" that would channel in huge sums of
        money from investors around the world;

     -- Erin Reardon, who handled the $12 million family account
        of Minnesota investor Boyer Palmer, among other clients.
        When Mr. Madoff's arrest became public, Mr. Palmer's son
        unsuccessfully tried to withdraw their Madoff money
        through Ms. Reardon; and

     -- Annette Bongiorno, a Madoff veteran who sources say
        handled a number of Mr. Madoff's oldest investment-
        advisory clients.  Among them was Ron Tavlin, an investor
        from Minneapolis whose family has kept money at the
        Madoff firm for more than 30 years.

                    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.


BERNARDO ORTIZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bernardino Ortiz-Santiago
        Vera Ann Burrell Street
        d/b/a El Meson Del Caribe
        PO Box 1265
        Caguas, PR 00726

Bankruptcy Case No.: 09-00376

Chapter 11 Petition Date: January 25, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  Jacqueline Hernandez Santiago
                  PO Box 366431
                  San Juan, PR 00936-6431
                  Tel: (787) 751-1836
                  Email: Quiebras1@Gmail.Com

Total Assets: $3,502,100

Total Debts: $1,738,811

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

            http://bankrupt.com/misc/prb09-00376.pdf

The petition was signed by Bernardo Ortiz-Santiago and Vera Ann
Burrell Street.


BHASIN ARVIND: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Bhasin Arvind Kaur
                aka Sethi Arvind Kaur
                aka Sethi Arvind
                aka Behl Arvind Kaur
                aka Singh Arvind Kaur
                aka Mediwell, Inc.
                aka Singh Arvind
                aka Arvind K. Sethi MD, Inc.
                2701 Marina Point Ln.
                Elk Grove, CA 95758

Case Number: 09-21224

Involuntary Petition Date: January 26, 2009

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Ravdeep Singh Bhasin           statement of facts   $908,150
PO Box 582542
Elk Grove, CA 95758


BIG WEST: S&P Withdraws 'D' Corporate Credit Ratings
----------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit rating and other ratings on Big West Oil LLC at
the request of the company.


BROOKLYN CENTER: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Brooklyn Center Leased Housing Assoc LP
        2900 Northway Drive, Suite 201
        Brooklyn Center, MN 55430

Bankruptcy Case No.: 09-40476

Chapter 11 Petition Date: January 29, 2009

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Joseph W. Dicker, Esq.
                  joe@joedickerlaw.com
                  Joseph W. Dicker PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873

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
   ------                      ---------------   ------------
Brooklyn Center Housing LLC    bank loan         $3,000,000
2900 Northway Drive, Suite 201
Brooklyn Center, MN 55430

Centerpoint Energy                               $200
P.O. Box 1144
Minneapolis, MN 55440

Xcel Eenergy                                     $100
P.O. Box 9477
Minneapolis, MN 55484-9477

Coin Mach                                        $100
P.O. Box 27288
New York, NY 10087-7288

The petition was signed by Brooklyn Center Housing LLC, general
partner.


BONTEN MEDIA: Moody's Comments on Recent Bond Repurchase
--------------------------------------------------------
Moody's commented that the recent bond repurchase by Bonten Media
Group, Inc. does not impact its Caa1 corporate family or stable
outlook.  Bonten completed the repurchase of a portion of its 9 /
9 3/4% Senior Subordinated Toggle Notes due 2015 in a private
transaction.

Moody's most recent action on Bonten was the downgrade of its
corporate family and probability of default ratings to Caa1 from
B3 on November 12, 2008.

Formed in November 2006 by Diamond Castle Holdings, LLC, to
acquire and operate local television stations in the United
States, Bonten operates sixteen full power, low power and digital
television stations in eight markets (including stations operated
via JSA/JOA agreements with Esteem Broadcasting).  It maintains
headquarters in New York, New York, and its annual revenue is
approximately $50 million.


BROADSTRIPE LLC: U.S. Trustee Forms Six-Member Creditors Panel
--------------------------------------------------------------
Robert A. DeAngelis, the United States Trustee for Region 3,
appointed six creditors to serve on an official committee of
unsecured creditors of Broadstripe LLC and its debtor-affiliates.

The members of the committee are:

   1) James Cable, LLC
      Attn: Dan Shoemaker
      901 Tower Drive, Ste. 310
      Troy, Michigan 48098
      Tel: (248) 641-1770
      Fax: (248) 641-1631

   2) Tailwind Communications, Inc.
      Attn: James R. Balkovic, President
      2509 Gettysburg Road
      Camp Hill, PA 17011
      Tel: (717) 975-7814
      Fax: (717) 975-8949

   3) Decibels, Inc.
      Attn: Dennis Snyder
      P.O. Box 518
      Spanaway, WA 98387
      Tel: (253) 473-5855
      Fax: (253) 565-1888

   4) Adams Cable Equipment, Inc.
      Attn: Christian Adams
      P.O. Box 25687
      Overland Park, KS 66225
      Tel: (913) 888-5100 ext. 5101

   5) Cintas Corporation
      Attn: Jim Johnson
      6800 Cintas Blvd.
      Mason, OH 45262
      Tel: (614) 777-1701
      Fax: (614) 777-1702

   6) TCR Sports Broadcasting Holding, LLP
      Attn: Michael Joseph Haley
      333 W. Camden Street
      Baltimore, MD. 21201
      Tel: (410) 547-3080
      Fax: (410) 547-3099

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 Broadstripe LLC

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


BRANSON DELI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Branson Deli Acquisition, LLC
        932 N Garland Ave.
        Fayetteville, AR 72701

Bankruptcy Case No.: 09-70225

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Stephen Duane Mansfield                            08-74034

Chapter 11 Petition Date: January 20, 2009

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

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $500,001 to $1,000,000

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

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

            http://bankrupt.com/misc/arwb09-70225.pdf

The petition was signed by Stephen D. Mansfield, Manager of the
company.


BURLINGTON COAT: S&P Keeps B- Corp. Credit Rating; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Burlington Coat Factory Warehouse Corp. to negative from stable.
Concurrently, S&P affirmed the 'B-' corporate credit rating on the
company.

"The outlook change reflects our concern that BCF's cushion over
financial covenants of its senior term loan will significantly
narrow in the fourth quarter of fiscal 2008 (May 29, 2009)," said
Standard & Poor's credit analyst Diane Shane, "when the leverage
covenant becomes more restrictive."  Specifically, should debt
levels remain at Nov. 29, 2008, levels and EBITDA remain unchanged
on a trailing-12-month basis, EBITDA cushion over financial
covenants would narrow to about 5% of EBITDA at year-end.


CAJUN FITNESS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cajun Fitness, Inc.
        1225 Church Point Hwy.
        Rayne, LA 70578

Bankruptcy Case No.: 09-50055

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  Email: ecf@weinlaw.com

Total Assets: $444,225

Total Debts: $1,847,756

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

            http://bankrupt.com/misc/lawb09-50055.pdf

The petition was signed by Jason Smith, President of the company.


CANADIAN TRUST: Restructuring Plan Fully Implemented
----------------------------------------------------
The Pan-Canadian Investors Committee for Third-Party Structured
Asset Backed Commercial Paper averred that the restructuring plan
affecting $32 billion of third-party ABCP has been fully
implemented as of January 21, 2009.

Pursuant to the terms of the Plan, holders of Affected ABCP will
have their short term commercial paper exchanged for longer term
notes whose maturities match those of assets previously contained
in the underlying conduits.  Noteholders should expect to receive
the new notes within three business days through normal CDS book
entry procedures.

The Investors Committee noted that as early as January 16, all of
the principal legal documentation needed to implement the
restructuring plan were being finalized and were being signed by
all of the necessary parties.  Final reconciliations and
verifications were being conducted in mid-January 2009.  "While no
one could have predicted the scope and extent of the challenges
that we've faced along the way, we continue to believe in the
benefits of this restructuring and are pleased that we are
arriving at its long-awaited and successful conclusion," Purdy
Crawford, chair of the Investors Committee, had said of the Plan
finalization.

Mr. Justice Campbell of the Superior Court of Ontario granted the
Plan Implementation Order on January 12, 2009.

As of January 12, the Investors Committee also provided updates on
(i) payment of interest to noteholders, and (ii) exchange of
affected ABCP for new notes.

  * Payment of Interest to Noteholders

    The Investors Committee disclosed that the first payment
    made to Noteholders on January 12, 2009, on account of
    interest on their existing holdings of ABCP, or otherwise
    accruing in the ABCP conduits, has been determined for each
    Series of Affected ABCP.  The initial payment --
    representing interest that has accrued on ABCP between
    August 2007 and August 31, 2008, net of expenses, including
    restructuring costs and Reserves -- varies by Series
    pursuant to the provisions of the Plan.  The first interest
    payment to Noteholders is expected to be made within three
    business days after the closing date of the restructuring.

    Further payments representing interest earned in the ABCP
    conduits for the period between September 1, 2008 and the
    closing date will also be made to Noteholders.  The amount
    per Series of these further payments will not be known
    until after closing.  It is expected that substantially all
    of the restructuring costs and reserves will have been
    deducted from the first installment and are therefore not
    expected to have an impact on the further payments to
    Noteholders.  Payments will be made following the Monitor's
    review of the reconciliation of the financial data from
    September 1, 2008 by the Sponsors of the ABCP Conduits and
    the MAVs' administrator.

  * Exchange of affected ABCP for New Notes

    The proposed allocation and distribution of new Plan Notes
    will be effected through the normal book entry procedures of
    CDS Clearing and Depositary Services Inc., and its
    registered participants.  Other than the remaining
    Noteholders holding physical certificates evidencing their
    ABCP, no further action is required by Noteholders.
    Noteholders who continue to hold ABCP in physical
    certificated form or are uncertain about any steps you are
    required to take, are advised to please contact the Monitor,
    Ernst & Young Inc., at 1-888-373-6213.

  * Other Information

    The Investors Committee also reported that there have been
    changes to the principal federal income tax consequences of
    the Plan to Noteholders since March 20, 2008.  Noteholders
    are reminded to contact their own counsel, accountants and
    other professional advisors as to the legal, tax and other
    potential consequences of any purchase, sale or exchange of
    Affected ABCP or new Plan Notes.

Pursuant to the January 12 order, the Canadian Court has also
extended the stay protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended, to the earlier of January 31, 2009, and the Plan
Implementation Date.

Moreover, the Canadian Court ruled that the Monitor will be
discharged and released from its responsibilities and obligations
once it has completed its duties under the Plan.  The Monitor is
also authorized to carry out the Interest Payment Transactions and
the Transfer of Assets and Flow of Funds Transactions for Aria
Trust Series E, Encore Trust Series E, Opus Trust Series E and
Symphony Trust Series E.

A full-text copy of the Plan Implementation Order is available for
free at http://ResearchArchives.com/t/s?3896

With respect to the full implementation of the restructuring plan,
Mr. Crawford said in a public statement, "We are delighted to
announce the successful completion after nearly a year and a half
of arduous negotiations, legal challenges and compromise during
ever changing credit market conditions.  I want to thank all
Committee Members for their dedication and hard work over this
prolonged period, as well as investors and other stakeholders for
their patience and understanding over the past 17 months as we
worked through the many challenges associated with this
restructuring."

                       About Canadian Trust

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act. The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: Bank of New York Mellon Appointed as ABCP Trustee
-----------------------------------------------------------------
The Bank of New York Mellon, through its subsidiary BNY Trust
Company of Canada, has been appointed trustee, paying agent and
registrar for the C$32 billion restructuring of Canada's non-bank
sponsored asset-backed commercial paper market.  The complex
restructuring, which involves issuing new long-term notes to
investors in exchange for their short-term paper, was developed by
a group of major banks and investors with the backing of the
Canadian government.

In its role, the Bank will service the debt issues and process
principal and interest payments for investors.  The Bank will also
serve as collateral agent and accounting agent on three separate
pools of assets, in which the company will monitor collateral,
prepare financial statements and assist with reporting
requirements.

"The Bank of New York Mellon is uniquely qualified to handle the
diverse and complex requirements associated with this
restructuring," Scott Posner, CEO of the company's Global
Corporate Trust business, in a statement dated January 23.  "We
have worked closely with the Pan-Canadian Investors Committee to
design and prepare a servicing
platform that meets the challenging requirements of this
transaction and look forward to working with all parties to
implement an effective and successful restructuring."

Corporate trust providers are appointed by corporations, municipal
governments and other entities issuing debt to perform a variety
of duties, including servicing and maintaining the debt issue,
processing payments for investors, representing investors in
defaults, and providing value-added services for complex debt
structures.

The Bank of New York Mellon and BNY Trust Company of Canada
provide global trust and agency services to Canadian issuers
interested in tapping the global capital markets, as well as any
issuer looking to issue in the Canadian domestic capital markets.
Overall, The Bank of New York Mellon's corporate trust business
services $11.4 trillion in outstanding debt from 56 locations
around the world.  It services all major debt categories,
including corporate and sovereign debt, mortgage-backed and asset-
backed securities, collateralized debt obligations, derivative
securities and international debt offerings.

The Bank of New York Mellon Corporation is a global financial
services company focused on helping clients manage and service
their financial assets, operating in 34 countries and serving more
than 100 markets.  The company is a leading provider of financial
services for institutions, corporations and high-net-worth
individuals, providing superior asset management and wealth
management, asset servicing, issuer services, clearing services
and treasury services through a worldwide client-focused team. It
has $20.2 trillion in assets under custody and administration and
$928 billion in assets under management.  Additional information
is available at http://www.bnymellon.com

                       About Canadian Trust

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act. The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CENTRAL ILLINOIS: Moody's Affirms 'Ba1' Issuer Ratings
------------------------------------------------------
Moody's Investors Service affirmed the ratings of Central Illinois
Public Service Company (d/b/a AmerenCIPS; Ba1 Issuer Rating);
CILCORP Inc. (Ba1 Corporate Family Rating); Central Illinois Light
Company (d/b/a AmerenCILCO, Ba1 Issuer Rating); and Illinois Power
Company (d/b/a AmerenIP, Ba1 Issuer Rating) and changed their
rating outlooks to stable from positive. Moody's also affirmed the
ratings of Ameren Corporation (Ameren, Baa3 Issuer Rating) and
Union Electric Company (d/b/a AmerenUE, Baa2 Issuer Rating) with a
stable outlook.

The change in the rating outlooks of AmerenCIPS, CILCORP,
AmerenCILCO, and AmerenIP to stable from positive considers the
near-term expiration of their two $500 million bank credit
facilities on January 14, 2010.  Although Moody's expects that all
or a portion of these bank credit facilities to be renewed at some
point during 2009, constrained bank and credit market conditions
make the timing, structure, pricing, tenor, and size of the
renewed facilities more uncertain.  As a result, Moody's does not
view the standalone liquidity profile of Ameren's Illinois utility
subsidiaries as being sufficient to support investment grade
Issuer Ratings until new, preferably multi-year, bank facilities
are put in place.  Negative rating action could be considered if
Ameren's Illinois utilities do not enter into adequate liquidity
arrangements well in advance of the current facility expiration
dates in January 2010.  Moody's would consider positive rating
action on Ameren's Illinois utilities if adequate liquidity
facilities are executed.

Parent company Ameren maintains a separate $1.15 billion facility
that does not expire until July 14, 2010 that is only available to
Ameren, Union Electric Company (d/b/a AmerenUE), and AmerenEnergy
Generating Company.  Although the Ameren Illinois utilities are
able to access parent company funds through Ameren's regulated
utility money pool arrangement, Moody's does not view this
facility as being of sufficient size to meet the liquidity
requirements of the entire Ameren organization on a permanent
basis going forward.  As with the Illinois credit facilities,
Moody's would expect Ameren to also begin efforts to renew this
credit facility by mid-2009, well in advance of its July 2010
expiration date.

Ameren's Illinois utilities have been highly reliant on their bank
credit facilities to finance working capital and capital
expenditure needs in advance of long-term debt financings over the
past several years.  At September 30, 2008, approximately
$832 million of the $1 billion total amount of these facilities
was drawn, leaving only $168 million of availability.  Unsettled
credit market conditions have made long-term debt financings
significantly more expensive for utilities in general; however,
Ameren was able to complete financings of $400 million at AmerenIP
and $150 million at AmerenCILCO in the fourth quarter of the year,
which has reduced draws under the bank credit facilities
significantly.  Moody's expects Ameren to try to further decrease
its reliance on their credit facilities during 2009 by completing
additional long-term debt financings.  Ameren has also announced
capital expenditure reductions and deferrals for 2009, although
virtually all of these cutbacks are at AmerenUE and AmerenEnergy
Generating Company.  In addition, Moody's notes that Ameren
maintains one of the highest dividend payouts in the industry,
exacerbating its external financing needs.

The affirmation of the ratings of Ameren and AmerenUE with stable
outlooks considers yesterday's constructive rate decision on
AmerenUE's rate case proceedings, with the Missouri Public Service
Commission approving a $162.8 million rate increase based on a
10.76% return on equity, or approximately two-thirds of AmerenUE's
$250.8 million request.  In addition, the Commission approved a
fuel adjustment clause for AmerenUE, which Moody's views as credit
supportive and a positive indication that the regulatory
environment for investor-owned utilities in Missouri may be
improving.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating
     for commercial paper.

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper,

  -- Central Illinois Public Service Company's Baa3 senior
     secured debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1
     Issuer Rating, and Ba3 preferred stock.

Ratings affirmed with a stable outlook/LGD assessments revised:

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%) from Ba2 (LGD5, 82%);

  -- Central Illinois Light Company's Issuer Rating at Ba1,
     senior secured debt at Baa2 (LGD2, 19%) from Baa2 (LGD2,
     20%), and preferred stock at Ba1 (LGD 4, 63%) from Ba1
     (LGD 4, 59%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
considerably.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.  More
information on this methodology can be found at moodys.com/lgd.
The last rating action on AmerenCIPS, CILCORP, AmerenCILCO, and
AmerenIP was on August 29, 2007, when the ratings were confirmed
and assigned a positive outlook.  The last rating action on Ameren
was on August 13, 2008, when its Issuer Rating was downgraded to
Baa3 from Baa2 and its short-term rating for commercial paper was
downgraded to Prime-3 from Prime-2.  The last rating action on
AmerenUE was on August 13, 2008, when its short-term rating for
commercial paper was downgraded to Prime-3 from Prime-2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


CENTURY ALUMINUM: $100 Mil. Offering Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service commented that Century Aluminum
Company's proposed $100 million equity offering, announced on
January 27, 2009, would have no positive implications for the
company's ratings, including the B2 corporate family rating and B3
senior unsecured note rating, which remain under review for
possible downgrade.

The prior rating action was on December 17, 2008, when Moody's
downgraded Century Aluminum's corporate family rating to B2 from
Ba3 and left the company on review for further possible downgrade.

Headquartered in Monterey, California, Century Aluminum is the
third largest primary aluminum producer in North America with
ownership interests in four aluminum production facilities.  The
company had revenues of approximately $2 billion over the twelve
month period ending September 30, 2008.


CHEVROLET BUICK: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Chevrolet Buick Pontiac GMC of Milledgeville, Inc.
        2401 N. Columbia Street
        Milledgeville, GA 31061

Bankruptcy Case No.: 09-50191

Chapter 11 Petition Date: January 21, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  577 Mulberry Street, Suite 800
                  Fickling and Co. Building
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: wstone@stoneandbaxter.com

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

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

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

            http://bankrupt.com/misc/gamb09-50191.pdf

The petition was signed by Jack Winters, President of the company.


CINCINNATI BELL: Wells Fargo Discloses 7.21% Equity Stake
---------------------------------------------------------
Wells Fargo & Company disclosed in a regulatory filing dated
January 27, 2009, that it may be deemed to beneficially own
16,617,937 shares of Cincinnati Bell Inc.'s common stock or 7.21%
of the total shares outstanding.

Wells Fargo added that it has:

   -- sole power to vote or to direct the vote of 15,648,007
      shares;

   -- sole power to dispose or to direct the disposition of
      16,342,536; and

   -- shared power to dispose or to direct the disposition of
      45,481.

On the other hand, Wells Capital Management disclosed that it no
longer owns any shares of Cincinnati Bell's common stock.

Wells Fargo & Company filed the Schedule 13G on behalf of these
subsidiaries:

   -- Wells Capital Management Incorporated
   -- Wells Fargo Funds Management, LLC
   -- Peregrine Capital Management, Inc.
   -- Wells Fargo Bank, National Association
   -- Evergreen Investment Management Company, LLC
   -- Wachovia Securities, LLC.
   -- Calibre Advisory Services, Inc
   -- Wachovia Bank, National Association
   -- Delaware Trust Company, National Association
   -- Wachovia Securities Financial Network, LLC

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter dated Aug. 12, 2008,
Fitch Ratings affirmed the company's 'B+' issuer default rating.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,023,400,000 and total liabilities of $2,682,900,000,
resulting in total shareowners' deficit of $659,500,000.


CLEARWATER NATURAL: U.S. Trustee Forms 3-Member Creditors Panel
---------------------------------------------------------------
Rirchard Clippard, the United States Trustee for Region 8,
appointed three creditors to serve on an official committee of
unsecured creditors of Clearwater Natural Resources LP and its
debtor-affiliates.

The members of the committee are:

   1) Nelson Brothers, LLC, Interim Chair
      Jason K. Baker, as Controller
      820 Shades Creek Parkway, Suite 2000
      Birmingham, AL 35209
      Tel: (205) 802-5341
      Fax: (205) 803-5399
     Jbaker@nelbro.com

   2) Dyno Nobel Inc.
      Seth Hobby, Assoc. General Counsel
      Brent Pehrson, Credit Manager
      2650 Decker Lake Blvd., Suite 300
      Salt Lake City, UT 84119
      Tel: (801) 328-6524
      Fax: (801) 519-5627
      seth.hobby@am.dynonobel.com
      brent.pehrson@am.dynonobel.com

   3) Cook Tire Inc.
      Ted Cook, President
      339 Old Whitley Rd.
      London, KY 40743
      Tel: (606) 864-7721
      Fax: (606) 864-7981
      CookTireInc@windstream.net

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 Clearwater Natural

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

The company and two of its affiliates, Clearwater Natural
Resources LLC and Miller Bros. Coal LLC, filed for January 7, 2009
(Bankr. E.D. Kent. Lead Case No. 09-70011).  Mary L. Fullington,
Esq., at Wyatt, Tarrant & Combs LLP, and Vinson & Elkins LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Administar Services Group LLC as their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$100 million and $500 million each.


COLONIAL BANK: Fitch Places, Not Affirms, 'F3' ST Deposits
----------------------------------------------------------
This amends a previous release issued.  It corrects the rating
designation for Colonial Bank, N.A.'s 'F3' short-term deposits,
which are placed on Rating Watch Negative, not affirmed.

Fitch Ratings has downgraded the ratings of the Colonial
Bancgroup, Inc., and its subsidiaries, and placed the ratings on
Rating Watch Negative.

The degree of credit problems at CNB has accelerated beyond
Fitch's expectations, with credit costs increasing beyond
manageable levels, materially affecting the company's earnings,
and causing net charge-offs to increase to 11.15% (annualized) for
fourth-quarter 2008 (4Q'08).  Although CNB has been aggressive in
addressing its problem assets and has increased reserve levels,
the downgrade largely reflects the prospect of prolonged credit
stress, which Fitch believes will continue to hamper the company's
performance and weigh heavily on its financial condition.  The
preponderance of credit concerns remains in CNB's residential real
estate construction portfolio; the majority of the portfolio
resides in the troubled Florida market, which drove non-performing
assets to 4.83% at Dec. 31, 2008.

The company did receive preliminary approval to participate in the
Treasury's Capital Purchase Program, but it has yet to be funded.
Receipt of the funds is contingent upon the company's ability to
raise an additional $300 million in equity - a condition Fitch
believes will be difficult to meet, considering the prevailing
market environment.  CNB has indicated that it is in the process
of raising this external capital and has signed a non-binding
letter of intent with a private equity firm (SunTx Capital
Partners).  Management anticipates completing the capital raising
activities and accessing TARP capital funding by the end of 1Q'09.
A positive resolution of the Negative Watch hinges upon CNB's
receipt of the additional capital and the stabilization of asset
quality deterioration.  Conversely, should the company fail to
raise the necessary capital and significant credit quality
deterioration persist, multiple-notch downgrades would result.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating (IDR) to 'BB' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB-' from 'BB+'
  -- Individual to 'C/D' from 'C'.

Colonial Bank, N.A.

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Long-term deposits to 'BBB-' from 'BBB';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB' from 'BB+';
  -- Individual to 'C/D' from 'C'.

Colonial Capital Trust IV

  -- Preferred stock to 'BB' from 'BB+'.

CBG Florida REIT

  -- Preferred stock to 'BB' from 'BB+'.

Fitch has also placed this short-term rating on Rating Watch
Negative:

Colonial Bank, N.A.

  -- Short-term deposits 'F3';

In addition, Fitch has affirmed these ratings:

Colonial BancGroup, Inc.

  -- Support '5';
  -- Support Floor 'NF'.

Colonial Bank, N.A.

  -- Support '5';
  -- Support Floor 'NF'.


CONTECH LLC: Files for Chapter 11 Bankruptcy in Michigan
--------------------------------------------------------
Contech LLC voluntarily filed a petition under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Michigan commencing a reorganization proceeding.

The company's operations in the United Kingdom are not included in
the Chapter 11 filing.

According to court documents filed with the Court, the company
have been severely affected by the unprecedented challenges
confronting the industry citing combination of extended shutdowns
by major automotive makes that have now lasted into early 2009,
delays or cancellations in new product due to steep decrease in
consumer demand.  The factors deteriorated the performance of the
company and threatened its very survival.

The Chapter 11 filing, which was made with the support of the
company's key customers, will make it possible to relieve the
company's strong underlying operations from significant debt
obligations, sell certain non-core operations and address the
unprecedented low volumes in the North American automotive
industry by rationalizing its operational cost structure.

The company said it is conducting normal business operations, and
remains focused on serving its customers.  In accordance with the
Bankruptcy Code, suppliers are expected to be paid in full and
under normal conditions for all goods and services provided after
the filing.

The company has filed various motions with the Bankruptcy Court
designed to ensure that the company can continue to meet its
obligations to its employees, suppliers and other creditors and
ensure that there is no interruption in its business operations.
Accordingly, the company believes that the Chapter 11 filing
should not impact its day-to-day operations.

To fund its continuing operations during the restructuring, the
company is in discussions with its lenders and key customers to
arrange interim financing.  The company said it expects to
conclude those negotiations shortly.  Subject to Court approval,
the company intends to utilize such capital, in addition to cash
flow from operations, to fund its operations during its Chapter 11
reorganization process.

"This action is an integral part of our ongoing efforts to
restructure CONTECH and meet the challenges of the automotive
industry going forward.  We continue to work closely with our
lenders and customers to reach a consensus on the remaining
changes that are necessary," said Morris Rowlett, Chairman & Chief
Executive Officer of CONTECH, LLC.

"Over the past year, we have faced the same challenges many of our
competitors and colleagues in the automotive industry have faced
resulting from significantly reduced production levels at our
largest customers." Mr. Rowlett confirmed that the Company.
"Expects to proceed quickly and intends to emerge from these
proceedings this year with a significantly improved balance sheet
and greater operating flexibility.  During this period, we will
work closely with our suppliers and customers to ensure their
continued satisfaction."

"I am grateful for the steadfast support of our customers,
suppliers, and of our employees throughout the entire process and
I am confident in CONTECH's strong fundamentals going forward,"
Mr. Rowlett added.

The company has engaged Huron Consulting Group, as financial
advisor; Paul Hastings as legal advisors; and Kurtzman Carson
Consultants as claims agent.

                         Capital Structure

The company's primary liabilities consist of (i) a first and
second lien credit facility, and (ii) unsecured trade debt.

A. Credit Agreements

Under the credit and guaranty agreement dated April 16, 2007,
among the company, The CIT Group/Business Credit Inc. and The Bank
of New York, under which the banks provide $20 million in
revolving loan and $70 million term loan to the company.  The
company's debt obligations are secured by a fist lien security
interest on substantially all of the company's assets.

In addition, the banks have advanced a $25 million in term loan in
accordance to the second lien credit agreement dated April 16,
2007, to the company.  The company's debt obligations are secured
by a second lien security interest on substantially all of the
company's assets.

B. Trade Debts

Due to the deterioration of the company's business operation, it
has extended payments terms with many of its trade creditors but
the situation with them substantially deteriorated when the
company's bank accounts were seized by the banks and more than
$1 million in payments to trade creditors were dishonored.

                         About Contech LLC

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
company also manufactures safety steel forged automotive
components and tube fabrications through its Steel Products Group
primarily for commercial truck OEM's.  The company has
approximately 1,000 employees.


CONTECH LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Contech LLC
        950 Trade Centre Way, Suite 200
        Portage, Michigan 49002

Bankruptcy Case No.: 09-42392

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Contech U.S., LLC                                  09-42392
MAG Contech, LLC                                   09-42409

Type of Business: The Debtors sell and supply light-weight cast
                  component for automotive OEM's and Tier I
                  suppliers.  The Debtors also manufacture safety
                  steel forged automotive components and tube
                  fabrications through its Steel Products Group
                  primarily for commercial truck OEM's.  The
                  The Debtors have approximately 1,000 employees.

                  See: http://www.contech-global.com

Chapter 11 Petition Date: January 30, 2009

Court: Eastern District of Michigan

Debtors' Counsel: Richard A. Chesley, Esq.
                  Kimberly D. Newmarch, Esq.
                  Paul, Hastings, Janofsky & Walker LLP
                  191 North Wacker Drive, 30th Floor
                  Chicago, IL 60606
                  Tel: (312) 499-6000
                  Fax: (312) 499-6100
                  http://www.paulhastings.com

Debtors' Local Counsel: Robert A. Weisberg, Esq.
                        Christopher A. Grosman, Esq.
                        Carson Fischer, P.L.C.
                        4111 Andover Road West, 2nd Floor
                        Bloomfield Hills, MI 48302-1924
                        Tel: (248) 644-4840
                        Fax: (248) 644-1832
                        http://www.carsonfischer.com/

Claims Agent: Kurtzman Carson Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Superior Aluminum Alloys LLC   trade debt        $2,374,404
Attn: Pat Charlin
14214 Edgerton Road
New Haven, IN 46774
Tel: (260) 749-7599
Fax: (260) 749-7598

Aleris International Inc.      trade debt        $1,112,913
Attn: Aaron Stankewicz
PO Box 139
356 W. Garfield Avenue
Coldwater, MI 49036
Tel: (800) 848-6850
Fax: (517) 278-7201

AK Tube LLC                    trade debt        $1,078,905
Attn: John Sundheimer
3040 E. Broadway
Walbridge, OH 43465
Tel: (419) 882-2919
Fax: (419) 661-4383

Witzernmann USA LLC            trade debt        $712,894
2200 Centerwood Drive
Warren, MI 48091
Tel: (586) 756-1900
Fax: (586) 756-1700

Arkansas Aluminum Alloys Inc.  trade debt        $523,523
4400 Malvern Road
Hot Springs, AR 71901
Tel: (800) 643-1302
Fax: (501) 262-3555

Alcan Primary Products Corp.   trade debt        $510,844
Attn: Bob Holden
PO Box 73155-N
Cleveland, OH 44193
Tel: (440) 423-6945
Fax: (440) 423-6668

Accu Die & Mold Inc.           trade debt         $451,969

Toyoda Machinery USA/JTekt     trade debt         $377,936

Beck Aluminum Corp.            trade debt         $376,688

Constellation New Energy-Gas   trade debt         $372,229
Division

Charter Steel                  trade debt         $362,710

Hanson Mold, Division of       trade debt         $344,620
Hanson International

Quality Mold & Engineering     trade debt         $291,986

Aero Metals Inc.               trade debt         $264,633

Zurich North America           trade debt         $238,806

Art Kuhn Company               trade debt         $226,791

Midwest Die Corporation        trade debt         $218,494

Saegertown Manufacturing Corp. trade debt         $218,188

Skilled Manufacturing Inc.     trade debt         $215,466

Magretech Inc.                 trade debt         $214,616

The petition was signed by Morris C. Rowlett, chairman and chief
executive officer.


COUNTRYWIDE HOME: Moody's Downgrades Ratings on 144 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded 144 tranches and
confirmed 2 tranches from 11 Countrywide Home Loans, Inc., deals
issued in 2006.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, Alt-A mortgage loans.  The actions
are triggered by rapidly increasing delinquencies, higher
severities, slower prepayments and mounting losses in the
underlying collateral.  Additionally, the continued deterioration
of the housing market has also contributed to the increased loss
expectations for Alt-A pools.  The actions listed below reflect
Moody's updated expected losses on the Alt-A sector announced in a
press release on January 22, 2009, and are part of Moody's on-
going review process.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

Loss estimates are subject to variability and are sensitive to
assumptions used; as a result, realized losses could ultimately
turn out higher or lower than Moody's current expectations.
Moody's will continue to evaluate performance data as it becomes
available and will assess the pattern of potential future defaults
and adjust loss expectations accordingly as necessary.

Complete rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC1

  -- Cl. 1-A-1, Downgraded to Caa3, previously on 2/21/2006
     Assigned Aaa

  -- Cl. 1-A-2, Downgraded to Ca, previously on 2/21/2006
     Assigned Aaa

  -- Cl. 2-A-1, Confirmed at Aaa, previously on 2/21/2006
     Assigned Aaa

  -- Cl. 2-A-2, Downgraded to Caa3, previously on 2/21/2006
     Assigned Aaa

  -- Cl. 2-A-3A, Downgraded to Caa2, previously on 2/21/2006
     Assigned Aaa

  -- Cl. 2-A-3B, Downgraded to Ca, previously on 2/21/2006
     Assigned Aaa

  -- Cl. M-1, Downgraded to C, previously 3/12/2008 Downgraded to
     A2

  -- Cl. M-2, Downgraded to C, previously 3/12/2008 Downgraded to
     B1

  -- Cl. M-3, Downgraded to C, previously 3/12/2008 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously 3/12/2008 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously 3/12/2008 Downgraded to
     Ca

  -- Cl. M-6, Downgraded to C, previously 3/12/2008 Downgraded to
     Ca

  -- Cl. M-7, Downgraded to C, previously 3/12/2008 Downgraded to
     Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC10

  -- Cl. 1-A, Downgraded to Caa3, previously on 9/17/2008 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to B3, previously on 9/17/2008 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Ca, previously on 9/17/2008 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 9/17/2008 A1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to Ca, previously on 9/17/2008 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 11/6/2007 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC11

  -- Cl. 1-A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to Ba1

  -- Cl. 2-A-1, Downgraded to Ba2, previously on 7/17/2008
     Downgraded to Aa3

  -- Cl. 2-A-3, Downgraded to Ca, previously on 7/17/2008
     Downgraded to Ba2

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. 2-A-2B, Downgraded to C, previously on 7/17/2008
     Downgraded to Ba3

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008
     Downgraded to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC2

  -- Cl. 1-A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. 2-A-1, Confirmed at Aaa, previously on 4/7/2006 Assigned
     Aaa

  -- Cl. 2-A-2, Downgraded to Caa1, previously on 4/7/2006
     Assigned Aaa

  -- Cl. 2-A-3, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC3

  -- Cl. 1-A-1, Downgraded to Caa3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ca, previously on 9/17/2008 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to A1, previously on 9/17/2008 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2, Downgraded to Caa2, previously on 9/17/2008 A2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Caa3, previously on 9/17/2008 Baa1
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C, previously on 9/17/2008 B3 Placed
     Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC4

  -- Cl. 1-A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. 2-A-1, Downgraded to Ba1, previously on 6/12/2006
     Assigned Aaa

  -- Cl. 2-A-2A, Downgraded to Caa2, previously on 6/12/2006
     Assigned Aaa

  -- Cl. 2-A-2B, Downgraded to Ca, previously on 7/17/2008
     Downgraded to A1

  -- Cl. 2-A-3, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC5

  -- Cl. 1-A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to Baa2

  -- Cl. 2-A-1, Downgraded to A2, previously on 7/18/2006
     Assigned Aaa

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A3

  -- Cl. 2-A-2B, Downgraded to Caa2, previously on 7/18/2006
     Assigned Aaa

  -- Cl. 2-A-2C, Downgraded to Ca, previously on 7/17/2008
     Downgraded to Baa1

  -- Cl. 2-A-3, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to Baa2

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC6

  -- Cl. 1-A, Downgraded to Caa3, previously on 9/17/2008 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to B3, previously on 9/17/2008 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 9/17/2008 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to Ca, previously on 9/17/2008 Ba3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Caa3, previously on 9/17/2008 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC7

  -- Cl. 1-A, Downgraded to Caa3, previously on 9/17/2008 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ba3, previously on 9/17/2008 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to Ca, previously on 9/17/2008 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Ca, previously on 9/17/2008 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC8

  -- Cl. 1-A-1, Downgraded to Caa3, previously on 9/17/2008 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Caa3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to Caa3, previously on 9/17/2008 Baa3
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1A, Downgraded to A1, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1B, Downgraded to A1, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1D, Downgraded to A1, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1E, Downgraded to A3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2A, Downgraded to Caa3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2B, Downgraded to Caa3, previously on 9/17/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2C, Downgraded to Ca, previously on 9/17/2008 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3, Downgraded to Ca, previously on 9/17/2008 Ba1
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-9, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC9

  -- Cl. A-1, Downgraded to B3, previously on 7/17/2008
     Downgraded to Aa3

  -- Cl. A-2A, Downgraded to Caa3, previously on 7/17/2008
     Downgraded to A1

  -- Cl. A-2B, Downgraded to Ca, previously on 7/17/2008
     Downgraded to Ba3

  -- Cl. A-3, Downgraded to Ca, previously on 7/17/2008
     Downgraded to Ba2

  -- Cl. M-1, Downgraded to C, previously on 3/12/2008 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 3/12/2008 Downgraded
     to B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 3/12/2008 Downgraded
     to Caa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-7, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

  -- Cl. M-8, Downgraded to C, previously on 3/12/2008 Downgraded
     to Ca

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor, ii) an analysis of the collateral, iii)
an analysis of the policies, procedures and alignment of interests
of the key parties to the transaction, most notably the originator
and the servicer, iv) an analysis of the transaction's allocation
of collateral cashflow and capital structure, v) an analysis of
the transaction's governance and legal structure, and (vi) a
comparison of these attributes against those of other similar
transactions.


CPI PLASTICS: Selling Assets; Feb. 24 Deadline for Offers Set
-------------------------------------------------------------
Deloitte & Touche Inc., in its capacity as the Court-appointed
interim receiver and receiver and manager of CPI Plastics Group
Limited and its affiliates, CPI Plastics Group (Canada) Ltd., CPI
Plastics Group, Inc., Crila Investments Inc., and Crila Plastics
Industries, Inc., is inviting offers for the purchase of the
business or assets of the companies.

The Receiver's preference is for potential purchasers with a turn-
key interest in all or substantially all of the operating assets
of the companies.  The Receiver will also consider offers for
individual parcels of assets.  All binding offers must be received
by the Receiver no later than 5:00 p.m. EST, Feb. 24, 2009.

For more information, Deloitte & Touche may be reached at:

          Deloitte & Touche Inc.
          Attn: Mr. Huey Lee, Vice President
          Brookfield Place
          181 Bay Street, Suite 1400
          Toronto, Ontario, M5J2V1
          Canada
          Tel: (416) 501-4496
          Fax: (416) 601-6690
          email: huelee@deloitte.ca

As reported in the Troubled Company Reporter on Jan. 22, 2009, CPI
Plastics Group Ltd., the plastics maker based in Mississauga,
Ontario, sought bankruptcy protection in Canada and the U.S.,
blaming the deepening U.S. recession and rising prices of raw
materials, Bloomberg News reports.

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

                        About CPI Plastics

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

Based in Mississauga, Ontario and Pleasant Prairie, Wisconsin,
the companies operate from six plants occupying 530,000 square
feet of manufacturing space and housing over 135 extruders.


CRC HEALTH: Moody's Gives Negative Outlook; Affirms 'B2' Ratings
----------------------------------------------------------------
Moody's Investors Service changed CRC Health Corporation's rating
outlook to negative from stable. Moody's also downgraded CRC's
Speculative Grade Liquidity rating to SGL-3 from SGL-2.
Concurrently Moody's affirmed CRC's current long term ratings,
including the company's B2 Corporate Family Rating.

CRC's B2 Corporate Family Rating reflects the expectation that the
company will continue to operate with very high leverage and
modest interest coverage.  Additionally, pressures on the
operating performance of the youth division have impeded
improvements in credit metrics.  Additionally, the SGL-3 rating
reflects the weakened but adequate liquidity position of the
company, characterized by Moody's expectation of limited access to
the remaining undrawn revolver and less certainty around the
company's ability to comply with the financial covenants included
in the credit agreement.

The negative rating outlook reflects the company's weakened
liquidity position and the expectation that CRC will face
increasing difficulty in improving credit metrics in the near term
due to limited free cash flow and operating difficulties in the
youth segment, including the expectation that economic factors
that have contributed to the shortfall in that division could be
prolonged and deeper than originally contemplated.

Following is a summary of Moody's rating actions.

Ratings downgraded:

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Ratings affirmed/LGD assessments revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $100 million senior secured revolving credit facility, to
     Ba3 (LGD2, 27%) from Ba3 (LGD2, 29%)

  -- $420 million senior secured term loan, to Ba3 (LGD2, 27%)
     from Ba3 (LGD2, 29%)

  -- $200 million senior subordinated notes, to Caa1 (LGD5, 78%)
     from Caa1 (LGD5, 80%)

The rating outlook was changed to negative from stable.

The last rating action was on January 24, 2008 when the ratings of
CRC were affirmed.

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

CRC is a wholly owned subsidiary of CRC Health Group, Inc.
Headquartered in Cupertino, California, CRC owns and operates
behavioral healthcare facilities and clinics specializing in the
treatment of chemical dependency and other addiction diseases.  At
September 30, 2008, CRC operated 109 residential and outpatient
treatment facilities in 22 states.  The company also provides
youth treatment services through residential schools, wilderness
programs and weight loss programs.  At September 30, 2008, youth
treatment services were administered at 29 facilities in 10
states.  CRC recognized revenue of approximately
$479 million for the twelve months ended September 30, 2008.


CSC INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CSC Investments, LLC
        31 Allard Blvd.
        New Orleans, LA 70119

Bankruptcy Case No.: 09-10191

Chapter 11 Petition Date: January 23, 2009

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

Judge: Jerry A. Brown

Debtor's Counsel: Robin R. DeLeo, Esq.
                  800 Ramon St.
                  Mandeville, LA 70448
                  Tel: (985) 727-1664
                  Fax: (985) 727-4388
                  Email: jennifer@northshoreattorney.com

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

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

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

            http://bankrupt.com/misc/laeb09-10191.pdf

The petition was signed by Valeton J. Dansereau.


DAE AVIATION: Moody's Junks Probability of Default Rating
---------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of DAE Aviation Holdings, Inc. to
Caa2 from B3.  At the same time, the company's secured bank credit
facility ratings were downgraded to B3 from B1 and the rating on
the company's senior unsecured notes was lowered to Caa3 from
Caa2.  The rating action stems from Moody's concerns that DAE's
current capital structure may not be sustainable amidst persistent
and mounting broad economic challenges coupled with the company's
thin liquidity.  The outlook is negative.

Ratings lowered:

Issuer: DAE Aviation Holdings, Inc.

  * Corporate Family Rating, to Caa2 from B3

  * Probability of Default Rating, to Caa2 from B3

  * $100 million secured revolving credit to B3 (LGD-3, 30%) from
    B1 (LGD-3, 30%)

  * $479 million secured term loans to B3 (LGD-3, 30%) from B1
    (LGD-3, 30%)

  * $325 million senior unsecured notes, to Caa3 (LGD5, 82%) from
    Caa2 (LGD-5, 82%)

The global economic environment and credit market conditions have
become more challenging since DAE's ratings were affirmed at B3
and its outlook changed to negative in July 2008.  While the
rating action at that time considered that the general aviation
market in North America could be subject to additional pressures,
these pressures have intensified in recent months.  In Moody's
opinion, lower regional and business jet activity is likely to
result in reduced demand for DAE's maintenance, repair and
overhaul services.  Similar concerns prevail over the company's
smaller business segments, which include aircraft completion and
modification capabilities.  As a result, DAE's financial
performance through much of 2009 is expected to be below the
agency's prior expectations.  In turn, the company's ability to
comply with forward covenants in its bank credit facility is
uncertain, particularly towards the end of 2009 once pre-defined
covenant step-downs occur.  This may require that the company
obtain additional external capital or relief from its banking
syndicate at a time when credit is restrained.  The negative
outlook highlights the potential that default risks could heighten
should negative operating trends accelerate, or covenant pressures
continue without abatement.

Moody's last rating action on DAE was on July 31, 2008 at which
time the company's B3 rating was affirmed and its rating outlook
was changed to negative from stable.

DAE Aviation Holdings, Inc., with executive offices in Tempe,
Arizona, is a 100%-owned subsidiary of Dubai Aerospace Enterprises
LTD, and is a leading provider of maintenance, repair and
overhaul, and aircraft completion & modification services to the
regional, business, military and general aviation industries.  The
company was formed in 2007 through the acquisition of the MRO and
FBOs of Standard Aero Holdings, Inc., and Piedmont/Hawthorne
Holdings, Inc. (d/b/a Landmark Aviation) which was valued at
approximately $1.9 billion.  The FBO business was sold in February
2008.  Annual revenue of the continuing MRO businesses is
approximately $1.4 billion.


DAVID MALTZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: David A. Maltz
        Freya J. Maltz
        2 Navaho Drive
        Canton, MA 02021

Bankruptcy Case No.: 09-10416

Chapter 11 Petition Date: January 21, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Alexander L. Cataldo, Esq.
                  Alexander L. Cataldo, P.C.
                  894 Main Street
                  Norwell, MA 02061
                  Tel: (781) 659-4849
                  Fax: (781) 659-7801
                  Email: alcpc@verizon.net

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

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

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

            http://bankrupt.com/misc/mab09-10416.pdf

The petition was signed by David A. Maltz and Freya J. Maltz.


DONALD SHMALTZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Donald Edgar Schmaltz
        Robin Lucille Schmaltz
        d/b/a Eagle Consultant(s), Inc.
        d/b/a Eagle Consulting
        3557 Sedgemoor Circle
        Carmel, IN 46032

Bankruptcy Case No.: 09-00568

Chapter 11 Petition Date: January 21, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: L. Leona Frank, Esq.
                  Frank Law Office, P.C.
                  8395 Keystone Crossing, Suite 104
                  Indianapolis, IN 46240
                  Tel: (317) 259-9400
                  Fax: (317) 259-7481
                  Email: franklawoffice@sbcglobal.net

Total Assets: $1,999,931

Total Debts: $1,652,733

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

            http://bankrupt.com/misc/insb09-00568.pdf

The petition was signed by Donald Edgar Schmaltz and Robin Lucille
Schmaltz.


DOUBLE JJ: Court Allows Bank to Foreclose on Firm
-------------------------------------------------
The Associated Press reports that the Hon. Jeffrey Hughes of the
U.S. Bankruptcy Court for the Western District of Michigan has
ruled that a bank may foreclose on Double JJ Ranch Resort in
western Michigan.

WOOD-TV relates that a foreclosure sale can be held after
April 13.

According to The Muskegon Chronicle, Judge Hughes has approved an
agreement between BankFirst and Thomas Bruinsma -- the bankruptcy
trustee for Double JJ -- to hold a festival from July 3 to 5 at
the resort near Rothbury.

                         About Double JJ

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. 08-06296).  Steven L. Rayman, Esq., at Rayman &
Stone, and Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt
& Howlett, LLP, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed $0 to $50,000
in total assets, and $0 to $50,000 in total debts.


DOVCOFAB LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: DOVCOFAB, LLC
        1700 Ridgely Street
        Baltimore, MD

Bankruptcy Case No.: 09-10943

Chapter 11 Petition Date: January 21, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Maria Ellena Chavez-Ruark, Esq.
                  Tydings & Rosenberg, LLP
                  100 East Pratt Street
                  26th Floor
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460
                  Email: mruark@tydingslaw.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/mdb09-10943.pdf

The petition was signed by Robert W. Tisone, President and
Secretary of the company.


ENERLUME ENERGY: Paul Belliveau Discloses Ownership of Shares
-------------------------------------------------------------
Paul M. Belliveau, a director of EnerLume Energy Management Corp.,
disclosed in a regulatory filing dated January 26, 2009, that it
may be deemed to beneficially own shares of the company's common
stock:

                         Date          Expiration   No. of
   Security              Exercisable   Date         Shares  Price
   --------              -----------   ----------   ------  -----
   18% Convertible
   Unsecured
   Promissory Note       06/02/2009    06/02/2009   212,766  0.47

   Warrants to Purchase
   Common Stock          12/02/2008    12/02/2013    50,000  0.54

                       About EnerLume Energy

Headquartered in Hamden, Conn., EnerLume Energy Management Corp.
(OTC BB: ENLU) -- http://www.enerlume.com/-- through its
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.

New York-based Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about the ability of EnerLume Energy Management
Corp., formerly Host America Corporation, to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.

The company has suffered recurring losses from continuing
operations, has negative cash flows from operations, has a working
capital and stockholders' deficiency at September 30, 2008 and is
currently involved in litigation that can have an adverse effect
on the company's operations. These conditions raise substantial
doubt about the company's ability to continue as a going concern.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,845,922 and total liabilities of $8,108,242,
resulting in total stockholders' deficiency of $6,262,320.  For
the three months ended September 30, 2008 and 2007, the company
posted net losses of $2,343,865 and $1,140,076.


EVATONE INC: To Stop Optical Disc Manufacturing at Largo Facility
-----------------------------------------------------------------
Tampa Bay Business Journal reports that Eva-tone Inc. will stop
making optical disc at its Largo facility after the first quarter
of this year.

Eva-tone said in a statement that it decided to cease optical disc
manufacturing due to the decline is CD and DVD sales.  According
to a statement by Eva-tone CEO Carl Evans, the company's optical
disc manufacturing equipment is aging, and the company faced
reinvesting in new technology or closing the division.  Court
documents say that overhead associated with optical disc
manufacturing is more than half of Eva-tone's expenses.  Tampa Bay
Business relates that almost $12 million of Eva-tone's projected
$28 million in 2008 revenue is from sales of optical disc
products.

According to Tampa Bay Business, Eva-tone is asking the court's
permission to sell its optical disc segment.  Eva-tone is forming
a strategic alliance with a global provider of optical discs to
provide discs for Eva-tone's existing accounts, Tampa Bay Business
states.

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


FANNIE MAE: To Extend Eviction Suspension Through February 28
-------------------------------------------------------------
Fannie Mae will extend its suspension of evictions from Fannie
Mae-owned single-family properties through Feb. 28, 2009.  The
suspension applies to all single-family properties including
owner-occupied properties that have been foreclosed upon as well
as foreclosed properties occupied by renters.

Fannie Mae this month began implementing its National Real Estate
Owned Rental Policy that allows qualified renters in Fannie Mae-
owned foreclosed properties to stay in their homes.  The new
policy applies to renters occupying any type of single-family
foreclosed properties at the time Fannie Mae acquires the
property.

Eligible renters will be offered a new month-to-month lease with
Fannie Mae or financial assistance for their transition to new
housing should they choose to vacate the property.  The properties
must meet state laws and local code requirements for a rental
property.  On behalf of the company, property managers are
contacting renters in Fannie Mae-owned foreclosed properties to
notify them of their options.  Renters in Fannie Mae-owned
properties can call 1-800-7-FANNIE for further information about
their options.

Citing some real estate agents, Nick Timiraos at The Wall Street
Journal reports that the unwillingness of Fannie Mae and Freddie
Mac to evict tenants from properties they inherit could slow the
housing market's recovery.

WSJ relates that Fannie Mae will rely on real estate agents in
handling maintenance and rent collection for some of the
properties.  According to the report, the ages said that renting
the homes could slow sales because homes don't sell as well with
tenants living in them.

WSJ quoted Brett Barry -- an agent with Realty Executives that
sells properties that now include tenants eligible for a Fannie
Mae lease -- as saying, "Fannie Mae is in the business of
financing homes and selling them, but now this change is going to
result in properties probably remaining on the market.  Now, if
someone calls me at 3 a.m. with a toilet malfunction or a roof
leak, I'm responsible for handling that."

According to WSJ, Fannie Mae and Freddie Mac will market the homes
for sale while they are rented and leases will be transferred to
the buyers.

The policy might limit the pool of buyers to investors, and it
could lead rental prices to dictate sale prices and further lessen
values, WSJ states, citing real-estate agents.  According to the
report, real estate David Peeples said, "If you've got a house
worth $350,000 and rent it for $1,200, no investor is going to buy
that" because that monthly rent wouldn't cover the mortgage
payments.

"If we get a good renter and set the rental rate at a good market
rate, then it really should be attractive to an investor," WSJ
quoted Fannie Mae credit-loss management vice president Jason
Allnutt as saying.

WSJ reports that some property managers argue that it is better to
have tenants in the homes than to leave them vacant.  The report
states that Betsy Morgan, Prudential Tropical Realty's supervisor
of the Tampa residential-property management, said, "Homes will
not sit there and quietly be destroyed, even if the tenant's a
little sloppy in their upkeep."

                  Fannie Mae Redemption

Fannie Mae will redeem the principal amounts indicated for the
following securities issues on the redemption dates indicated
below at a redemption price equal to 100% of the principal amount
redeemed, plus accrued interest thereon to the date of redemption:

Principal  Security Interest Maturity     CUSIP    Redemption
Amount     Type     Rate     Date                  Date

$50,000,000

           MTN     3.550%  Feb. 9, 2011   3136F9PE7 Feb. 9, 2009

$50,000,000

           MTN     3.050%  Aug. 11, 2010  3136F8W43 Feb. 11, 2009

$500,000,000

           MTN     3.125%  Feb. 11, 2011  31398ANC2 Feb. 11, 2009

$250,000,000

           MTN    4.250%   Feb. 11, 2015  3136F8Y58 Feb. 11, 2009

           Monthly Summery Report for December 2008

In December 2008, Fannie Mae provided $48.7 billion in liquidity
to the market through Net Retained Commitments of $11.7 billion
and $37.1 billion in MBS Issuances.

Fannie Mae's Book of Business grew at a compound annualized rate
of 9.7% in December.  Gross Mortgage Portfolio grew at a compound
annualized rate of 7.0%.  Fannie Mae MBS and Other Guarantees grew
at a compound annualized rate of 7.8%.

The Conventional Single-Family Serious Delinquency Rate rose 24
basis points in November 2008 to 2.13%.  The Multifamily Serious
Delinquency Rate rose four basis points to 0.25% in November.

The Effective Duration Gap on Fannie Mae's portfolio averaged one
month in December 2008.

Fannie Mae's monthly summary report is available at:

             http://ResearchArchives.com/t/s?38f8

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                        About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FANNIE MAE: Will Work With NACA to Prevent Foreclosures
-------------------------------------------------------
James R. Hagerty at The Wall Street Journal reports that Fannie
Mae has confirmed that it has reached an agreement to work with
nonprofit Neighborhood Assistance Corp. of America to prevent
foreclosures.

The NACA, says WSJ, acts as an intermediary between borrowers and
lenders.  It already collaborates with Bank of America Corp.,
Wells Fargo & Co., and several other large lenders in reworking
troubled mortgages, according to WSJ.  The NACA examines
borrowers' budgets to determine how much they can afford to pay
for their mortgage and then reduces the interest rate and, in some
cases, the principal, WSJ states.

WSJ relates that Fannie Mae and NACA will rework home mortgages to
make them easier to afford.  The agreement between the two firms
is one of several measures that Fannie Mae and Freddie Mac, are
working on to stop the increase in foreclosures, the report says.

NACA CEO Bruce Marks, according to WSJ, had described Fannie Mae a
"major roadblock" to foreclosure-prevention efforts and led a
protest outside that company's Washington headquarters in October
2008.

Citing Mr. Marks, WSJ reports that NACA is negotiating a similar
agreement with Freddie Mac.  Fannie Mae and Freddie Mac, WSJ
relate, own or guarantee almost half of home mortgages in the U.S.

Fannie Mae and Freddie Mac must consult with the Federal Housing
Finance Agency before proceeding with the NACA cooperation, WSJ
states.

                    Fannie Mae Redemption

Fannie Mae will redeem the principal amounts indicated for the
following securities issues on the redemption dates indicated
below at a redemption price equal to 100 percent of the principal
amount redeemed, plus accrued interest thereon to the date of
redemption:

Principal    Security Interest  Maturity  CUSIP    Redemption
Amount       Type     Rate      Date               Date

$500,000,000  MTN     3.550% Feb. 8, 2011 31398AMU3 Feb. 8, 2009
$25,000,000   MTN     4.000% Nov. 8, 2011 3136F9ME0 Feb. 8, 2009

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                        About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FIDELITY BANKERS: March 24 Hearing Set for Liquidating Plan
-----------------------------------------------------------
The State Corporation Commission of the Commonwealth of Virginia,
as Receiver of Fidelity Bankers Life Insurance Company Trust, now
known as First Dominion Mutual Life Insurance Company announced
that a hearing will be held before the Commission at 1300 East
Main Street, 2nd Floor, Richmond, Virginia, on March 24, 2009, at
10:00 a.m., Eastern Time, to approve plans of liquidation for the
company.

All persons who intend to support or oppose the Plan of
Liquidation are required, no later than 30 days before the
hearing, to file with the Commission, and provide a copy to the
Deputy Receiver, a notice of participation as respondent, which
shall set forth a full statement of the basis of the support or
opposition including:

   (i) a precise statement of the interest of the respondent;

  (ii) a statement of the specific relief sought, to the extent
       then known;

(iii) the actual and legal basis for the relief sought;

  (iv) the substance of the anticipated testimony in support or
       opposition; and

   (v) a list of exhibits to be offered in support of, or in
       opposition to, the Plans of Liquidation.

No later than 14 days before the hearing, prepared testimony and
exhibits of each witness expecting to present direct testimony
must be filed.

For any questions, parties may call (888) 660-7083 or submit any
questions or requests in writing to Fidelity Bankers Life
Insurance Company Trust at P.O. Box 83438, in Lincoln, Nebraska
68501.

Fidelity Bankers Life Insurance Company, an insurer domiciled in
Virginia, was ordered into rehabilitation in May 1991.  The
receiver negotiated a plan with Hartford Life Insurance Company
for restructuring and reinsuring the Fidelity Bankers policies,
supported by the thirty-nine state life and health insurance
guaranty associations affected by the insolvency.  Hartford's
assumption occurred in September of 1993.  The seven-year plan
ended in September 2000.


FIRST DOMINION: March 24 Hearing Set to Approve Liquidating Plans
-----------------------------------------------------------------
The State Corporation Commission of the Commonwealth of Virginia,
as Receiver of Fidelity Bankers Life Insurance Company Trust, now
known as First Dominion Mutual Life Insurance Company announced
that a hearing will be held before the Commission at 1300 East
Main Street, 2nd Floor, Richmond, Virginia, on March 24, 2009, at
10:00 a.m., Eastern Time, to approve plans of liquidation for the
company.

All persons who intend to support or oppose the Plan of
Liquidation are required, no later than 30 days before the
hearing, to file with the Commission, and provide a copy to the
Deputy Receiver, a notice of participation as respondent, which
shall set forth a full statement of the basis of the support or
opposition including:

   (i) a precise statement of the interest of the respondent;

  (ii) a statement of the specific relief sought, to the extent
       then known;

(iii) the actual and legal basis for the relief sought;

  (iv) the substance of the anticipated testimony in support or
       opposition; and

   (v) a list of exhibits to be offered in support of, or in
       opposition to, the Plans of Liquidation.

No later than 14 days before the hearing, prepared testimony and
exhibits of each witness expecting to present direct testimony
must be filed.

For any questions, parties may call (888) 660-7083 or submit any
questions or requests in writing to Fidelity Bankers Life
Insurance Company Trust at P.O. Box 83438, in Lincoln, Nebraska
68501.

Fidelity Bankers Life Insurance Company, an insurer domiciled in
Virginia, was ordered into rehabilitation in May 1991.  The
receiver negotiated a plan with Hartford Life Insurance Company
for restructuring and reinsuring the Fidelity Bankers policies,
supported by the thirty-nine state life and health insurance
guaranty associations affected by the insolvency.  Hartford's
assumption occurred in September of 1993.  The seven-year plan
ended in September 2000.


FORD MOTOR: $5.9 Bil. Net Loss Won't Affect Moody's 'Caa3' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Ford Motor Company's Caa3
Corporate Family Rating and Probability of Default rating, as well
as its SGL-4 Speculative Grade Liquidity rating remain unchanged
following the company's announcement of net losses of $5.9 billion
for the fourth quarter of 2008 and $14.6 billion for the full
year.  Ford also announced that a $5.5 billion fourth quarter cash
burn reduced its gross cash position to $13.4 billion, and that it
will draw down $10.1 billion under its committed credit lines.
The company has stated that a drawing under the lines will insure
availability of the funds in the face of considerable instability
and uncertainty within the capital markets.

Moody's Caa3 and SGL-4 ratings continue to reflect the severe
erosion in US and European automotive demand, the significant pace
of cash consumption that Ford will experience through 2009, and
the risk that the company 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 continues to maintain, based on its current planning
assumptions, that it has sufficient automotive liquidity to fund
its business plan and product investments, and that it does not
need a bridge loan from the US government.  A critical element of
this liquidity profile is the $10.1 billion being drawn under its
secured credit facility which has no financial covenants and no
material adverse change provision. The current ratings anticipate
that the drawing will be funded by the lenders.  Should the
funding not take place or should it be materially less that the
$10.1 billion committed level, Ford could become more reliant on
access to government loans to enhance its liquidity position.  In
such an event, Ford would be subject to similar balance sheet
restructuring provisions as those facing GM and Chrysler, and its
long-term rating would be lowered to Ca.

The last rating action on Ford was a downgrade of the company's
Corporate Family Rating to Caa3 from Caa1 on December 22, 2008.
Ford Motor Company, headquartered in Dearborn, Michigan, is a
leading global automotive manufacturer.


FORD MOTOR: Won't Help Visteon in Its Financial Problems
--------------------------------------------------------
Kimberly S. Johnson at The Associated Press reports that Ford
Motor Co. CEO Alan Mulally said that it wouldn't come to the aid
of one of its main parts dealers, Visteon Corp.

As reported by the Troubled Company Reporter on Jan. 27, 2009,
Visteon hired Kirkland & Ellis LLP as bankruptcy counsel and
Rothschild Inc. as financial adviser to prepare for a possible
bankruptcy filing.  Visteon's hiring of the experts doesn't mean
a bankruptcy filing is imminent.  Visteon and its advisers are
studying whether it should file for bankruptcy pre-emptively to
conserve its cash.

According to The AP, Visteon has laid off about 2,800 workers in
recent months.  Visteon, The AP relates, said earlier this month
that it would shift 2,000 additional workers in Michigan to a
four-day work week and reduce their salary.

The AP states that Visteon delayed its fourth-quarter results.
Visteon expects to report lower product sales for the quarter and
full-year 2008 and is on track to lay off about 800 salaried
workers by the end of the first fiscal quarter, The AP reports.

The AP quoted Mr. Mulally as saying, "Visteon and Ford are clearly
in a different place."  Visteon supplies parts to other auto
companies as well and "they have really diversified their
portfolio," The AP says, citing Mr. Mulally.

The AP says that Ford Motor has taken over plants that Visteon has
failed to sell.  Ford Motor, according to The AP, hired back
workers and helped pay retiree benefits.

According to The AP, Visteon is in danger of being delisted from
the New York Stock Exchange.  The AP relates that Visteon failed
to meet a $75 million minimum market capitalization.

                     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: Plans to Draw Facility Won't Affect S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Ford
Motor Co. (CCC+/Negative/--) and related entities are not affected
by Ford's announcement that it plans to immediately draw nearly
all of its $10.6 billion revolving credit facility.  In S&P's
view, the action does not reflect an imminent danger of Ford's
cash balances falling to dangerously low levels.  However, it is
consistent with S&P's previously stated view that cash outflows
during 2009 -- in light of very weak global auto sales -- could
eventually test the company's ability to maintain sufficient
liquidity throughout 2009.  Because of the minimal covenants in
the bank facilities, S&P does not currently expect Ford to have
problems remaining in compliance during 2009.

S&P remains concerned about a potential bankruptcy by one or more
of Ford's key suppliers, or several of its smaller suppliers,
which could be precipitated by weak production volumes or by a
bankruptcy by another Michigan-based automaker.  Such an event
could require Ford to use some of its liquidity.

S&P's opinion remains that S&P could lower the ratings if S&P
thought Ford's total liquidity (cash balances and availability
under the currently fully drawn revolving credit facility) would
drop below $10 billion by the end of 2009.  As of the end of 2008,
Ford had $13.4 billion in cash and equivalents prior to expected
receipt of $10.1 billion from the revolving credit facility.  S&P
would also expect to lower the ratings if the company were to
pursue a distressed debt exchange.

Ford used $7.2 billion in cash from automotive operations in the
fourth quarter, bringing its cash use for all of 2008 to a very
large $19.5 billion.  Of this amount, $9.4 billion was related to
working capital changes, primarily the effect of declining
production volumes on Ford's trade payables.  S&P expects some
moderation of this negative working capital effect in 2009,
although S&P does not expect a substantial benefit from working
capital because S&P believes this would require significant
improvement in industry demand.  S&P expects U.S. light-vehicle
sales of 10.0 million units in 2009, a 24% drop from 2008 levels.


FOUNTAIN POWERBOATS: Receives Non-Compliance Notice From NYSE
-------------------------------------------------------------
Fountain Powerboat Industries, Inc., received notice from the NYSE
Alternext US, successor to the American Stock Exchange, that it is
not in compliance with the Exchange's standards for the continued
listing of its common stock and, as a result, the Company has
become subject to the Exchange's suspension and delisting
procedures.

On June 11, 2008, the Company received notice from the Exchange
that its review of the Company's Form 10-Q for the period ending
March 31, 2008, indicated that the Company was not in compliance
with Section 1003(a)(iv) of the Company Guide and, as a result, it
had become subject to the Exchange's suspension and delisting
procedures.  Specifically, the notice stated that the Company had
sustained losses which were so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition had become so impaired that it appeared
questionable, in the opinion of the Exchange, whether the Company
would be able to continue operations or meet its obligations as
they mature.  Subsequently, on November 5, 2008, the Company
received notice from the Exchange, that, based on the Exchange's
review of the Company's Annual Report on Form 10-K for the year
ended June 30, 2008, the Company was not in compliance with an
additional listing standard, Section 1003(a)(i) of the Company
Guide, because its stockholders' equity was less than $2,000,000
and it had incurred losses from continuing operations and net
losses in two of the Company's three most recent fiscal years.

On January 26, 2009, the Company received notice from the
Exchange, that, based on its review of information the Company
submitted in response to the November notice, the Company has not
made a reasonable demonstration of its ability to regain
compliance with Section 1003(a)(i) of the Company Guide within the
allotted amount of time.  Additionally, the notice stated that the
Company also is not in compliance with Section 1003(b)(i)(c) of
the Company Guide because the aggregate market value of its
publicly held shares has been less than $1,000,000 for more than
90 consecutive days.  As a result, the Staff has determined that
the Company is subject to immediate delisting proceedings and
that, unless it appeals the Staff's determination by February 2,
2009, the Exchange will suspend trading in the Company's common
stock and file an application with the Securities and Exchange
Commission to strike the stock from listing and registration on
the Exchange.  In light of current economic conditions in general
and, in particular, conditions within the marine industry, the
Company does not believe it can regain compliance with the
Exchange's continued listing standards in the near-term.  As a
result, the Company's Board of Directors has elected not to appeal
the Staff's determination.

Following the delisting of the common stock, the Company's
outstanding shares will be quoted in the Pink Sheets under a new
trading symbol.  The Company will publicly announce the new symbol
when it becomes known.

                     About Fountain Powerboat

Fountain Powerboat Industries, Inc. (NYSE Alternext US: FPB) --
http://www.fountainpowerboats.com/-- has its executive offices
and manufacturing facilities along the Pamlico River in Beaufort
County, North Carolina.  The Company, through its wholly owned
subsidiary, Fountain Powerboats, Inc., designs, manufactures and
sells offshore sport boats, sport fishing boats and express
cruisers that target the segment of the recreational power boat
market where speed, performance, safety and quality are the main
criteria for purchase.


FREDDIE MAC: To Extends Eviction Suspension Through February 28
---------------------------------------------------------------
Freddie Mac will extend its suspension of evictions triggered by
foreclosures on single family properties with Freddie Mac-owned
mortgages through February 28, 2009.  Freddie Mac is
simultaneously launching a new strategy to offer qualified owner-
occupants and tenants leases so they can rent the properties on a
month-to-month basis after foreclosure.

Freddie Mac CEO David M. Moffett said, "First and foremost,
Freddie Mac's REO Rental Option is intended to help cushion the
impact of foreclosure on families who own or rent homes with
Freddie Mac-owned mortgages.  At the same time keeping foreclosed
properties occupied and in better repair will support local
property values and promote a faster recovery in the housing
market."

Under the REO Rental Option, leases will be offered to current
renters on a month-to-month basis at market rents or the rent
amount they were paying prior to foreclosure, whichever is less.
The rent for former owner-occupants will be the market rent, which
will determined by the property management firm Freddie Mac
contracted to manage the program.

To qualify, current tenants and former owner-occupants must be
able to demonstrate they have adequate income to pay the monthly
rental amount.  The home must also meet applicable building codes,
or can be affordably brought into compliance, to be eligible.

Freddie Mac will also explore loan modification options that may
enable owner-occupants to retain ownership of their homes by
reinstating their mortgage with modified terms.

"In about half of all foreclosure sales there is no conversation
between the borrower and the mortgage servicer about workouts.
Before starting the eviction process, we want to ensure there is
one last effort to achieve a workout," explained Ingrid Beckles,
Senior Vice President of Default Asset Management at Freddie Mac.
In 2008 Freddie Mac approved more than 87,485 workouts, enabling
three out of five of its seriously delinquent borrowers to avoid
foreclosure.

Freddie Mac gives lenders servicing its mortgages broad authority
to help troubled borrowers before they miss a payment through
forbearance as well as provide permanent rate reductions, mortgage
term extensions or other modifications to borrowers who are
already delinquent.  Freddie Mac workout options include the
Streamlined Modification Program developed with Fannie Mae, the
Federal Housing Finance Agency (FHFA), HOPE Now and 27 mortgage
servicers to expedite loan modifications for eligible borrowers
who have missed three or more mortgage payments.

Citing some real estate agents, Nick Timiraos at The Wall Street
Journal reports that the unwillingness of Fannie Mae and Freddie
Mac to evict tenants from properties they inherit could slow the
housing market's recovery.

WSJ relates that Fannie Mae will rely on real estate agents in
handling maintenance and rent collection for some of the
properties.  According to the report, the ages said that renting
the homes could slow sales because homes don't sell as well with
tenants living in them.

WSJ quoted Brett Barry -- an agent with Realty Executives that
sells properties that now include tenants eligible for a Fannie
Mae lease -- as saying, "Fannie Mae is in the business of
financing homes and selling them, but now this change is going to
result in properties probably remaining on the market.  Now, if
someone calls me at 3 a.m. with a toilet malfunction or a roof
leak, I'm responsible for handling that."

According to WSJ, Fannie Mae and Freddie Mac will market the homes
for sale while they are rented and leases will be transferred to
the buyers.

The policy might limit the pool of buyers to investors, and it
could lead rental prices to dictate sale prices and further lessen
values, WSJ states, citing real-estate agents.  According to the
report, real estate David Peeples said, "If you've got a house
worth $350,000 and rent it for $1,200, no investor is going to buy
that" because that monthly rent wouldn't cover the mortgage
payments.

"If we get a good renter and set the rental rate at a good market
rate, then it really should be attractive to an investor," WSJ
quoted Fannie Mae credit-loss management vice president Jason
Allnutt as saying.

WSJ reports that some property managers argue that it is better to
have tenants in the homes than to leave them vacant.  The report
states that Betsy Morgan, Prudential Tropical Realty's supervisor
of the Tampa residential-property management, said, "Homes will
not sit there and quietly be destroyed, even if the tenant's a
little sloppy in their upkeep."

                        About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREDDIE MAC: In Talks With NACA on Foreclosure Prevention Pact
--------------------------------------------------------------
James R. Hagerty at The Wall Street Journal reports that
Neighborhood Assistance Corp. of America CEO Bruce Marks said that
the nonprofit is negotiating with Freddie Mac on an agreement to
prevent foreclosures.

WSJ relates that NACA acts as an intermediary between borrowers
and lenders.  It already collaborates with Bank of America Corp.,
Wells Fargo & Co., and several other large lenders in reworking
troubled mortgages, according to WSJ.  The NACA examines
borrowers' budgets to determine how much they can afford to pay
for their mortgage and then reduces the interest rate and, in some
cases, the principal, WSJ states.

Fannie Mae, according to WSJ, has confirmed that it has reached
the same foreclosure prevention agreement to work with NACA.  The
report states that Fannie Mae and NACA will rework home mortgages
to make them easier to afford.  The agreement between the two
firms is one of several measures that Fannie Mae and Freddie Mac,
are working on to stop the increase in foreclosures, the report
says.

Fannie Mae and Freddie Mac own or guarantee almost half of home
mortgages in the U.S., according to WSJ.

Fannie Mae and Freddie Mac must consult with the Federal Housing
Finance Agency before proceeding with the NACA cooperation, WSJ
states.

                        About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FULTON HOMES: Will Honor Home Warranties
----------------------------------------
J. Craig Anderson at The Arizona Republic reports that Fulton
Homes Corp. has reassured clients that it would continue to honor
its home warranties.

The Arizona Republic quoted Fulton Homes CEO Doug Fulton as
saying, "We filed Chapter 11 reorganization in order to continue
operating without tremendous bank interference."  Citing Mr.
Fulton, The Arizona Republic states that Fulton Homes Sales Corp.,
which handles home sales and warranties, is a separate entity and
isn't included in the bankruptcy.

According to The Arizona Republic, Mr. Fulton said, "Of the many
lenders we use to finance land acquisition and development, a
distinct minority has taken action against Fulton Homes due
principally to the current valuation of our land holdings."

Court documents say that Fulton Homes owes $100 million to
$500 million to more than 100 individual creditors, including Bank
of America.  The Arizona Republic relates that Fulton Homes listed
$100 million to $500 million in assets.

The Arizona Republic states that Fulton Homes has six months to
draft a reorganization proposal and present it to creditors.

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.

As reported by the Troubled Company Reporter on Jan. 29, 2009,
Fulton Homes Corp. filed for Chapter 11 bankruptcy protection on
January 27, 2009, before the U.S. Bankruptcy Court for the
District of Arizona.


GATEHOUSE MEDIA: Seeks to Amend $1.195 Billion Credit Facility
--------------------------------------------------------------
GateHouse Media, Inc. is seeking to amend its $1.195 billion
senior secured credit facility.  The amendment would, among other
things, allow the company to repurchase outstanding term loans
under the Facility at prices below par through a modified Dutch
Auction through December 31, 2011.  The Company is seeking the
consent of the requisite lenders by 5:00 pm (Eastern Time) Monday,
February 2, 2009, in order to effect the amendment.

The company can give no assurance whether the amendment will be
approved by the requisite lenders and, if approved, if and when
the Company will effect any such repurchase.  If the amendment is
approved by the requisite lenders, the company will do the
appropriate regulatory and informational filings.

                       About Gatehouse Media

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

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


GATEHOUSE MEDIA: Settles Suit vs. New York Times
------------------------------------------------
GateHouse Media and The New York Times Company, parent of The
Boston Globe and Boston.com, announced today that they have
reached a settlement in the case of GateHouse Media Massachusetts
I, Inc. v. The New York Times Company.

Under the terms of the settlement, neither party paid damages or
admitted any wrongdoing.  Other terms agreed by the parties are:

(1) Pursuant to discussions between appropriate technical
     personnel of the respective parties, GateHouse will
     implement one or more commercially reasonable technological
     solutions intended to prevent NYT's copying of any original
     content from GateHouse's Web sites and RSS feeds, including
     but not limited to its http://wickedlocal.com/Web sites,
     which NYT will not directly or indirectly circumvent.  To the
     extent that the Solution(s) are ineffective, GateHouse may
     notify NYT in writing of the implementation of the
     Solution(s).  If notification is received, NYT will
     acknowledge the notification and promptly refrain from any
     activity the Solution(s) was intended to prevent;

(2) NYT will remove all GateHouse RSS feeds from the
     aggregation tool currently being used to copy and display
     GateHouse's original headlines and ledes on
     http://www.boston.com/yourtown Web sites, and will
     refrain from accessing the feeds for so long as GateHouse
     maintains any of the Solution(s); and

(3) NYT will take reasonable commercial steps to ensure that
     all headlines and leeks originally published by GateHouse
     that are or have been existing and displayed on
     boston.com's yourtown Web sites, and all related source
     attributions, are removed from those Web sites and any
     related archives by no later than March 1,  2009.  To the
     extent that such reasonable commercial steps are
     ineffective to remove the previously posted headlines and
     ledes, and GateHouse becomes aware of the presence of any
     such headlines and ledes still displayed on boston.com's
     yourtown Web sites, it may notify NYT in writing to demand
     the removal of the headlines and ledes.  NYT will
     promptly take reasonable commercial steps to comply with
     those demands.

                         Parties' Dispute

GateHouse's lawsuit challenged the repeated conduct of defendant's
boston.com since November 2008 in copying and displaying verbatim
on boston.com's "YourTown" Web sites for the Boston suburbs of
Needham, Newton and Waltham headlines and leading sentences from
news articles taken from GateHouse's local newspapers and its
hyper-local Web sites for each of those towns at WickedLocal.com.

Boston.com has reproduced this information without GateHouse's
authorization or consent, and has done so in a manner which
confuses the public as to the original source of the information
by passing off GateHouse's original content as its own and which
completely relies on the expertise, experience, efforts,
expenditures and resources of GateHouse. This is both copyright
and trademark infringement, as well as unfair competition.

The New York Times, in response, claimed that certain of
GateHouse's own practices somehow qualify as copyright
infringement.  These in no way involve the predatory practice of
copying a competitor's content on a daily basis to be offered as a
substitute product to consumers and advertisers in the very same
market, piggybacking on the competitor's resources, GateHouse
said.

GateHouse's President and Chief Operating Officer, Kirk Davis,
said: "By trying to equate its conduct with legitimate and
widespread linking practices which permeate the Internet, it is
The New York Times' counterclaims that threaten those established
practices as well as fair competition in online journalism. The
simple reality is that The New York Times chose to disregard these
principles with its serial copying and display of GateHouse's
original content on the boston.com "YourTown" websites, which it
has turned around and offered to readers in the same towns served
by GateHouse's WickedLocal websites. We will defend these
meritless counterclaims vigorously and consistent with controlling
legal principles of fair use."

                       About Gatehouse Media

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

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

                      About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, The
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.


GATEHOUSE MEDIA: Newspapers Hit By Revenue Declines, Recession
--------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                       About GateHouse Media

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

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


GENERAL GROWTH: Forbearance on Two Loans Moved to March 15
----------------------------------------------------------
General Growth Properties, Inc. has entered into Amended and
Restated Forbearance and Waiver Agreements with its syndicates of
lenders for the 2006 Senior Credit Agreement and the Secured
Portfolio Facility which extend the forbearance periods from
January 30, 2009, until March 15, 2009.  Under the terms of the
amended Forbearance Agreements, the Company agreed to certain
additional restrictions and covenants, and the lenders agreed that
certain possible future cross-defaults related to the Company's
mortgage indebtedness will not cause an immediate termination of
the Forbearance Agreements.

General Growth has payment deadlines of two debts -- $2.6 billion
credit line and a $900 million mortgage on two Las Vegas malls.
General Growth senior management and advisers met with lenders in
New York on January 12, 2009.  Management outlined during the
meeting separate scenarios under which the company would operate
while in bankruptcy protection, and the company struggling with
its debt burden outside of bankruptcy court.

Kris Hudson at The Wall Street Journal, citing people familiar
with the matter, had said General Growth CEO Adam Metz, President
Thomas Nolan, and advisers related that in bankruptcy court,
General Growth would save money by forgoing interest payments on
its unsecured debt but would also incur costs from the bankruptcy
process and big tax bills if it liquidates its holdings; outside
bankruptcy court, General Growth could determine its own path.
Representatives of 10 banks put on an advisory committee to
represent the 180 lenders in General Growth's $2.6 billion credit
facility, WSJ reported.  According to the report, these lenders
include:

     -- Eurohypo AG,
     -- Bank of America Corp.,
     -- Wachovia Corp.,
     -- Emigrant Savings Bank,
     -- Credit Agricole SA's Caylon investment-banking unit, and
     -- Citigroup Inc.

General Growth is facing two dozen separate loans totaling more
than $2 billion that will expire in 2009.  WSJ has noted that
General Growth must pay off in March and April the $600 million in
bonds owed by a subsidiary that holds the malls that General
Growth added in its 2004 acquisition of rival Rouse Co.

Analysts including Green Street Advisors Inc.'s Jim Sullivan,
expect a bankruptcy filing by the company, according to WSJ.  The
sources, WSJ said, said that a bankruptcy filing by General Growth
isn't imminent.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner with 200-plus shopping malls in 44 states.  General
Growth is a self-administered and self-managed real estate
investment trust.  General Growth owns, manages, leases and
develops retail rental property, primarily shopping centers.
Substantially all of its properties are located in the United
States, but the company also has retail rental property operations
and property management activities -- through unconsolidated joint
ventures -- in Brazil and Turkey.  Its Master Planned Communities
segment includes the development and sale of residential and
commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas; and Summerlin, Nevada, as well
as the development and sale of its one residential condominium
project located in Natick (Boston), Massachusetts.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had
$29.6 billion in total assets and $27.3 billion in total
liabilities as at Sept. 30.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.


GENERAL MOTORS: Bondholders May Get 20% of Firm's Equity
--------------------------------------------------------
General Motors Corp. bondholders may get 20% of the firm's equity
as part of a planned debt-to-equity exchange that would decrease
the company's debt load, Reuters reports, citing JPMorgan Chase &
Co.

As reported by the Troubled Company Reporter on Jan. 27, 2009, GM
is under pressure to reach a deal with its bondholders.  Under the
terms of a $13.4 billion loan granted by the Treasury, GM must
agree with a group of bondholders by February 17 on a plan to cut
debt by at least two-thirds -- via conversion to equity, new debt
or both.  It has until April 30 to implement a deal.

Reuters relates that GM and its bondholders have each hired
advisers on how to complete the debt exchange.  According the
report, GM expects that the debt exchange will cut its unsecured
U.S. debt to $9 billion from almost $28 billion.

GM would discuss its plan to get bondholders to swap debt for
equity on Feb. 17 and that the firm is "working with the
bondholders committee now," Reuters states, citing company
spokesperson Julie Gibson.  GM would present its viability plan to
Congress on that date, Reuters says.

Citing JPMorgan analysts, Reuters relates that bondholders would
get around 35% of the par value of their bonds and come away with
a 20% equity stake in the company, assuming that 50% of GM's bonds
are exchanged.  Reuters quoted analysts Eric Selle and Atiba
Edwards as saying, "We believe the equity upside combined with a
takeout premium in an exchange make these bonds attractive.  We
view the upside (driven by stabilization of U.S. sales volumes and
liquidity enhancement measures) on the bonds as much higher and
more likely than the downside of a potential bankruptcy .... We
believe the threat of bankruptcy will have to return in order for
GM to achieve the required restructuring goals ... we are doubtful
bondholders will exchange without a positive incentive (i.e.
government guarantees of the exchanged notes)."

JPMorgan, according to Reuters, has placed a hold recommendation
on GM's unsecured debt.  "We maintain our hold recommendation on
GMAC's bonds as we believe overall economic conditions and the
fate of GM may outweigh recent government support actions," the
report quoted JPMorgan as saying.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of US$110.425 billion, total liabilities of
US$170.3 billion, resulting in a stockholders' deficit of
US$59.9 billion.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

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


GENERAL MOTORS: Seeks to Avoid Multibillion-Dollar Tax Burden
-------------------------------------------------------------
General Motors Corp. is seeking the help of the U.S. Treasury
Department and Congress to try avoiding a multibillion-dollar tax
burden that a new restructuring plan could bring, John D. Stoll at
The Wall Street Journal reports, citing people familiar with the
matter.

According to WSJ, GM could face an income-tax bill of as much as
$7 billion due to a plan to give much of its outstanding stock to
debtholders, the United Auto Workers union, and the federal
government.  The government has used in the past rules that limit
the ability of firms to use distressed-asset transactions to avoid
paying taxes, WSJ states.

WSJ relates that Congressional leaders said that they are open to
cooperating with GM.  The report says that GM could get relief
from the taxes by having a provision on income tax included in an
economic-stimulus package being considered by Congress.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of US$110.425 billion, total liabilities of
US$170.3 billion, resulting in a stockholders' deficit of
US$59.9 billion.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

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


GENERAL MOTORS: Secures $884 Million from US Treasury Department
----------------------------------------------------------------
General Motors Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that it entered into a loan
and security agreement with the United States Department of the
Treasury.  Pursuant to the agreement, GM borrowed $884 million
from the UST and applied the proceeds of the loan to purchase the
New GMAC Equity.

On Dec. 29, 2008:

   a) GM entered into a membership interest subscription
      agreement with GMAC LLC and FIM Holdings LLC, the other
      common equity owner of GMAC, under which GM agreed to
      purchase additional membership interests in; and

   b) GM accepted a commitment letter from the UST pursuant to
      which the UST committed to provide to GM a loan to fund
      GM's purchase of the New GMAC Equity.

As a result of GM's purchase of the New GMAC Equity on Jan. 16,
2009, GM's common equity interest in GMAC increased from 49% to
59.86%.

The loan under the Facility is scheduled to mature on Jan. 16,
2012, unless the maturity date is accelerated as provided in the
Loan Agreement.  Except for the collateral securing the Facility,
certain exchange rights the UST has with respect to the New GMAC
Equity and the absence of guarantors, the material terms of the
Facility are substantially similar to the terms of the Loan and
Security Agreement, dated as of Dec. 31, 2008, by and between GM,
as borrower, certain of its domestic subsidiaries, as guarantors,
and the UST, as lender.

The information and reporting requirements that GM is required to
satisfy under the Loan Agreement will be deemed to have been
satisfied if the information and reporting requirements pursuant
to the corresponding provisions of the Dec. 31, 2008, Loan
Agreement have been complied with.

Collateral for the Loan consists of GM's entire 59.86% common
equity interest in GMAC, which includes the New GMAC Equity, and
GM's preferred membership interest in GMAC.  This collateral was
pledged pursuant to an Equity Pledge Agreement, dated as of
Jan. 16, 2009, made by GM's subsidiaries, GM Finance Co. Holdings
LLC and GM Preferred Finance Co. Holdings LLC, as pledgors, in
favor of the UST.  The UST also has the right to exchange GM's
obligations in respect of the Loan for the New GMAC Equity, in
satisfaction of GM's obligations outstanding under the Loan at any
time, on a pro rata basis. There are no guarantors of the Loan.

The proceeds of the Loan were used by GM to purchase the New GMAC
Equity in furtherance of GMAC's successful effort to become a bank
holding company under the Bank Holding Company Act of 1956, as
amended.  Pursuant to GM's understanding with the UST and the
commitments made by GM to the Federal Reserve, the New GMAC Equity
will, prior to March 24, 2009, be placed into one or more trusts
of which GM will be the beneficiary.  The UST will hold exclusive
right to appoint the trustee of the Treasury Trust, who will be
independent of GM, and who will have authority to vote and dispose
of the New GMAC Equity held in the Treasury Trust.  Of GM's
remaining equity in GMAC, GM will hold 9.9% of the equity directly
and any excess interest will, prior to March 24, 2009, be placed
into a trust established by GM of which GM will be the
beneficiary.

GM will appoint the trustee of the GM Trust, who will be
independent from GM, be approved by the Federal Reserve and who
will have sole authority to vote and dispose of the GMAC equity
contained in the GM Trust.  GM has committed to the Federal
Reserve that it will reduce its ownership interest, including
interests as to which it is the beneficiary under the Treasury
Trust and the GM Trust, in GMAC to less than 10% of the voting and
total equity of GMAC by Dec. 24, 2011.

In addition to GM's commitment to reduce its ownership interest in
GMAC, GM made a number of other commitments to the Federal Reserve
that are similar to those relied upon by the Federal Reserve to
ensure that a company could not exercise a controlling influence
over a bank or bank holding company, including a commitment that
GM will not, on or before March 24, 2009, have or seek to have any
representation on the board of managers of GMAC, other than for
one non-voting observer, and that GM's veto rights under the GMAC
LLC Agreement will be terminated.  Based on GM's commitments to
the Federal Reserve, GM is not permitted to use its current
ownership of 59.86% of GMAC's common equity to exercise any
controlling influence over GMAC, including the GMAC Board of
Managers or the business activities of GMAC.

A full-text copy of the Loan And Security Agreement is available
for free at: http://ResearchArchives.com/t/s?38d6

A full-text copy of the Equity Pledge Agreement is available for
free at: http://ResearchArchives.com/t/s?38d7

On Jan. 21, 2009, GM borrowed an additional $5.4 billion under the
Dec. 31, 2008, Loan Agreement.  GM was scheduled to borrow the
$5.4 billion under the Dec. 31, 2008, Loan Agreement on
Jan. 16, 2009; however, GM and the UST agreed to change the
borrowing date to Jan. 21, 2009.

Additionally, because Congress approved the second half of funds
allocated pursuant to the Troubled Asset Relief Program, the
remaining $4 billion under the Dec. 31, 2008, Loan Agreement will
become available for GM to borrow on Feb. 17, 2009, subject to
satisfaction of the borrowing conditions under the Dec. 31, 2008
Loan Agreement.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of US$110.425 billion, total liabilities of
US$170.3 billion, resulting in a stockholders' deficit of
US$59.9 billion.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

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


GLENN LEONARD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Glenn Stanley Leonard
        832 N Maple St
        Burbank, CA 91505

Bankruptcy Case No.: 09-11344

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Troy A. Stewart, Esq.
                  2020 El Arbolita Dr
                  Glendale, CA 91208
                  Tel: (626) 616-9474

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

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

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

            http://bankrupt.com/misc/cacb09-11344.pdf

The petition was signed by Glenn Stanley Leonard.


GLOBAL AIRCRAFT: Files for Bankruptcy to Complete 363 Asset Sale
----------------------------------------------------------------
Global Aircraft Solutions, Inc., reached an agreement with its
senior secured lender to sell substantially all its assets in
accordance with Sec. 363 of the United States Bankruptcy Code,
subject to higher and better bids and an auction process.  Under
the terms of the agreement, the Company's senior secured lender
will also hire most of Global's employees at the time it purchases
Company assets, thereby preserving jobs in this challenging
economic environment.

In order to carry out the 363 Sale, Global has elected to file a
voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the
Arizona District.  Global and its senior secured lender expect
operations to continue as usual up to, during, and subsequent to
the acquisition of Company assets and hiring of the Company's
employees by the senior secured lender.  In order to insure a
seamless transition, the Company's senior lender has committed to
provide a debtor-in-possession revolving loan in an amount of up
to one million dollars.

Global's other secured and unsecured creditors have not yet agreed
on the sale or the sale process.  However, the Company believes
the process can be approved by the Court without their agreement
as, in the Company's business judgment, it ensures the going
concern value of assets, and provides for higher and better bids
to be entertained.  The protocol of the 363 Sale provides for
competing bids, leaving open the possibility that the assets of
the Company may be purchased by a bidder other than the Company's
senior secured lender.

Global's Chief Restructuring Officer, S. Scott Webb, stated, "It's
no secret that the industry has been hard hit, and many companies
are struggling. The fact that this organization has obtained short
term financing and a well-funded buyer in one of the most
difficult credit markets since the great depression speaks volumes
about the organization and its prospects. These accomplishments
immediately strengthen our position in the marketplace, as we now
have the financial backing to meet or exceed the expectations of
our customers, vendors and workforce alike."

               Default on Victory Park Obligations

As reported by the Troubled Company Reporter, Global Aircraft
Solutions and its subsidiaries Hamilton Aerospace Technologies,
Inc., World Jet Corporation and Hamilton Aerospace S.A. de C.V. on
December 19, 2008, failed to make required payments of principal
due under three non-convertible secured debentures and two senior
secured notes, all with Victory Park Master Fund, Ltd. in the
total amount of $7,121,316.

As of December 19, 2008, the aggregate accrued and unpaid interest
under the Victory Park Loans amounted to $258,109.84.  The Victory
Park Loans provide that a failure to pay any amount of principal,
interest or late charges when due, if such failure continues for a
period of at least five business days, constitutes an "Event of
Default."  Upon the occurrence of an Event of Default, among other
things, the Interest Rate of the Victory Park Loans is increased
to 25% per annum.  The company is currently in default for failure
to make required payments of interest under the Victory Park
Loans.  As of December 19, 2008, the aggregate accrued but unpaid
default interest under the Victory Park Loans is an amount equal
to $426,282.71.  Unless the Lender agrees to modify the Victory
Park Loans or alternative financing can be obtained, the company
will also default on the requirement to pay the principal amounts
due under the Victory Park Loans.

On December 22, 2008, the companies received a notice of default
from the Lender.  The notice demands, among other things,
immediate payment of all current outstanding principal, interest
and other amounts due under the Victory Park Loans.

                      Director Resignation

On December 21, 2008, Michael Hannley notified Global that due to
increased demands on his time resulting from challenges facing the
financial industry, he could no longer devote the time necessary
to serve on Global's Board of Directors.  Accordingly, Mr. Hannley
tendered, and Global accepted, his resignation from Global's Board
of Directors effective immediately.

                     Hiring of Professionals

On January 14, 2009, Global retained Big Four CPAs, Inc. to act as
a consultant with respect its restructuring negotiations with its
creditors.  S. Scott Webb, a principal of Big Four CPAs, Inc. was
tapped to become, effective immediately, the Chief Restructuring
Officer for Global and its affiliates and subsidiaries.  The term
of the agreement is the earlier of December 31, 2010, or written
notice of termination by either party.  Compensation includes a
fee of $12,500 per month, plus expenses, plus a success fee equal
to 3% of any net operating cash flow of Global for calendar years
2009 and 2010.

On January 12, 2009, the Board of Directors of Global authorized
the employment of the law offices of Lane & Nach, P.C., to
represent Global relating to its negotiations with its major
creditors to arrive at a resolution of outstanding issues, which
may include restructuring through a formal proceeding.

                     Third Quarter Results

For the three months ended September 30, 2008, the company posted
a net loss of $3,180,156.

Gordon Hamilton, chief executive officer and director, John
Sawyer, president, chief operating officer and director, and
Patricia Graham, interim chief financial officer, had noted that
the company has incurred recurring losses from operations, which
include substantial inventory write downs due to declining market
values and significant allowances taken against the company's
outstanding accounts receivable.  Various events of default have
occurred and are continuing under secured debentures with Victory
Park.  "Victory Park has not consented to or waived any past,
present or future defaults under the debentures or related
transaction documents. Victory Park, however, is currently
examining the situation and actively working with the company in
an effort to resolve the matter, while it considers all of its
rights, powers, privileges and remedies under the debentures and
related transaction documents."  Mr. Hamilton, Mr. Sawyer and Ms.
Graham had pointed out that there is substantial doubt that the
company will be able to repay this indebtedness on the due date.

"Management has instituted a cost reduction program that includes
reductions in management salaries, in labor and fringe benefit
costs, in discretionary spending and has instituted more efficient
management techniques for contract approval, collection of
receivables, cash management and targeted marketing efforts.
Management believes these factors will contribute toward achieving
profitability."

As of September 30, 2008, the company's balance sheet showed total
assets of $23,782,299, total liabilities of $17,314,653, and total
stockholders' equity of $6,467,646.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?36f7

                 About Global Aircraft Solutions

Headquartered in Tucson, Arizona, Global Aircraft Solutions --
http://www.globalaircraftsolutions.com-- provides parts support
and maintenance, repair and overhaul (MRO) services for large
passenger jet aircraft to scheduled and charter airlines and
aviation leasing companies.  Hamilton Aerospace and World Jet,
both divisions of Global Aircraft Solutions, operate from adjacent
facilities comprising about 25 acres located at Tucson
International Airport.  These facilities include hangars,
workshops, warehouses, offices and other buildings.  Notable
customers include G.A. Telesis, AfriJet, Zero G, Swift Air, Pamir
Airways, Wind Rose Aviation, Jetran International, the Mexican
Presidential Fleet, SEDENA, Canadian North Airlines, Iraqi
Airways, Ryan International Airlines, and Alant Soyuz.


GMAC COMMERCIAL: Fitch Downgrades Rating on $19 Mil. Notes to B-
----------------------------------------------------------------
Fitch Ratings downgrades GMAC Commercial Mortgage Securities,
Inc., series 1998-C2:

  -- $19.0 million class K to 'B-' from 'BB-'and assigned a
     distressed recovery rating of 'DR1'.

  -- $25.3 million class L to 'C/DR6' from 'CC/DR3'.

Fitch also affirms and assigns Rating Outlooks to these classes:

  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $56.5 million class D at 'AAA'; Outlook Stable;
  -- $38.0 million class E at 'AAA'; Outlook Stable;
  -- $88.6 million class F at 'AAA'; Outlook Stable;
  -- $44.3 million class G at 'AAA'; Outlook Stable;
  -- $19.0 million class H at 'A'; Outlook Stable;
  -- $19.0 million class J at 'BB+'; Outlook Stable.

The $11.2 million class M remains at 'C/DR6'. Classes A-1, A-2, B
and C have paid in full.

The downgrades are the result of an increase in expected losses on
specially serviced assets coupled with the recent transfer to
special servicing of nine single-tenant properties occupied by
Circuit City.  Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.  As of the January
2009 distribution date, the transaction's principal balance
decreased 87.3% to $320.8 million compared to $2.53 billion at
issuance.  Fourteen of the remaining loans (27.3%) have defeased.

Fitch has identified 26 Loans of Concern (27.6%), which includes
15 specially serviced assets (18.0%) with significant losses
anticipated.  The specially serviced assets include nine recently
transferred single-tenant properties (10.1%) occupied by Circuit
City, which has filed for bankruptcy and plans to liquidate in
early 2009.  These eight retail and one industrial warehouse
properties are located in various states.  In addition, another
loan secured by a Circuit City occupied retail property (1.2%),
located in Cortlandt, New York, has not transferred to special
servicing as of January 2009.  Fitch expects all the loans backed
by Circuit City-occupied properties to incur a loss upon
liquidation.

The largest remaining loan (7.0%) is secured by a portfolio of
industrial warehouse facilities located throughout Connecticut.
The servicer reported September 2008 occupancy was 90.2% with a
debt service coverage ratio of 1.38 times (x).  The loan is
scheduled to mature in 2023.

The second largest loan (3.9%) is secured by a 639-unit
multifamily property in Boulder, Colorado.  The servicer reported
September 2008 occupancy was 78.5% with a DSCR of 2.12x.  The loan
is scheduled to mature in 2028, however, the loan has an
anticipated repayment date of February 2009.  The borrower does
not expect to payoff the loan at the ARD.


GOODY'S LLC: U.S. Trustee Forms Seven-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors of Goody's LLC.

The members of the committee are:

   1) Quebecor World (USA) Inc.
      Attn: Jacqueline De Buck
      999 De Maisonneuve West, Suite 110
      Montreal, Quebec, H3A 3L4
      Tel: (514) 877-5135
      Fax: (514) 648-4046

   2) Triangle S.C. LLC
      Attn: Marshall A. Bernstein, Esq.
      136 Harbor Drive
      Jersey City, NJ 07305
      Tel: (201) 332-3333
      Fax: (201) 526-0160

   3) All Star Apparel
      Attn: Tim McCallum
      205 Playa Del Sur Avenue
      La Jolla, CA 92037,
      Tel: (858) 205-7827
      Fax: (858) 225-3544

   4) VF Jeanswear Limited Partnership
      dba Lee Company
      Attn: Michael Wade Durant
            Roger Keith Poplin
      335 Church Ct.
      Greensboro, NC 27401
      Tel: (336) 332-3400
      Fax: (336) 332-5408

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

   6) Homedics, Inc.
      Attn: Richard G. Hoffman
      3000 Pontiac Trail
      Commerce Twp., MI 48390
      Tel: (248) 863-3000
      Fax: (248) 863-3127

   7) Chaps/Warnaco
      Attn: Therese Sinko
      470 Wheelers Farms Rd.
      Milford, CT 06461
      Tel: (203) 301-7240
      Fax: (203) 301-7976

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 Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

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

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


HAYES LEMMERZ: Gets Covenant Relief; Can't Say It Won't Default
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its subsidiaries, HLI
Operating Company, Inc. and Hayes Lemmerz Finance LLC - Luxembourg
S.C.A. on January 29, 2009, entered into Amendment No. 1 to its
Second Amended and Restated Credit Agreement dated as of May 30,
2007, with the lenders and issuers from time to time party
thereto, Citicorp North America, Inc., as Administrative Agent and
Documentation Agent; and Deutsche Bank Securities Inc., as
Syndication Agent.

The Amendment favorably modifies the leverage ratio and interest
coverage ratio covenants for the fourth quarter of fiscal 2008 and
for each quarter of fiscal 2009. In light of the extremely
difficult industry and economic conditions, no assurance can be
given that the Company will be able to satisfy the amended
covenants.  The revised covenants are:

  Fiscal Quarter Ending   Leverage Ratio  Interest Coverage Ratio
  ---------------------   --------------  -----------------------
  January 31, 2009             5.50                2.25
  April 30, 2009               5.75                1.75
  July 31, 2009                7.00                1.55
  October 31, 2009             7.25                1.35
  January 31, 2010             5.50                2.15

The Amendment increases the applicable margin to 6.00% on
Eurocurrency loans and to 5.25% on base rate loans and establishes
a EURIBOR floor of 3.50% and a LIBOR floor of 2.50%.  The
amendment also reduces the maximum amount of permitted capital
expenditures to $50 million for fiscal 2009, permits the company
to exchange its existing 8.25% senior notes due 2015 for new
second lien debt; requires the Company to use the proceeds from
asset sales to prepay the term loan, limits the ability of the
Company to make voluntary prepayments of revolving loans, and
makes a number of other changes to the Credit Agreement.  The
Company has also agreed to pay certain fees in connection with the
amendment, including a 50 basis point fee to each of the lenders
approving the amendment.

"This amendment provides Hayes Lemmerz with additional financial
flexibility as we continue to take aggressive actions to reduce
costs and preserve cash in response to extremely difficult
industry and economic conditions. We appreciate the continuing
support of our lending group during these difficult times," said
Curtis Clawson, President, CEO and Chairman of the Board.

In light of the extremely difficult industry and economic
conditions, no assurance can be given that the Company will be
able to satisfy the amended covenants.

                About Hayes Lemmerz International

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a supplier
of automotive and commercial highway wheels, brakes and powertrain
components.  Hayes Lemmerz International, Inc. is a world leading
global supplier of automotive and commercial highway wheels.  The
Company has 23 facilities and approximately 7,000 employees
worldwide.

                          *     *     *

In January, the three major ratings agencies slashed Hayes-Lemmerz
International Inc.'s ratings.

Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive wheel manufacturer Hayes Lemmerz
International Inc. to 'B-' from 'B'.  At the same time, S&P also
lowered its issue-level ratings on the company's debt.  All
ratings on the company remain on CreditWatch with negative
implications, where they were placed on Nov. 14, 2008.  "The
downgrades reflect our view that declining auto sales and
production in North America and Europe during 2009 could lead to
higher leverage and thin liquidity as Hayes struggles to reduce
its negative free operating cash flow over the next several
quarters," said Standard & Poor's credit analyst Gregg Lemos
Stein.

Fitch Ratings downgraded the Issuer Default Ratings and
outstanding debt ratings of Hayes Lemmerz and subsidiaries to non-
investment grade.

Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of HLI Operating Company, Inc., a
wholly-owned subsidiary of Hayes Lemmerz International, to Caa1
from B3.  Moody's also lowered these ratings: HLI Operating
Company's senior secured bank facilities to B3 from B2; and Hayes
Lemmerz Finance's (Luxembourg S.a.r.l.) secured term loan and
synthetic letter of credit facility to B3 from B2, and its senior
unsecured notes to Caa3 from Caa2. The ratings remain under review
for further downgrade.


HEARST CORP: Unit Buys Ziff Davis Media's 1UP Digital
-----------------------------------------------------
Ziff Davis Media said it has sold 1UP Digital Network, including
1UP.com, MyCheats.com, GameVideos.com and GameTab.com to UGO
Entertainment, a division of Hearst Corporation

Ziff Davis Media's EGM Magazine will be discontinued.  The January
2009 issue will be the final printed issue.

"We believe this is a smart transaction for Ziff Davis Media that
places these market leading assets and teams in a great
environment poised for further success. The transaction allows us
to pay down debt and shift our full focus to our core PCMag
Digital Network business.  We thank our 1UP team members for their
contributions and wish them the best of success into the future",
said Ziff Davis Media CEO Jason Young.

"Since we started UGO 11 years ago, we have served the gamer
community and built a world-class online publishing platform,"
said J Moses, CEO of UGO Entertainment. "The acquisition of 1UP,
with its authentic voice, tenured editorial personalities and
bustling user community, allows us to expand our base of quality
content and represents a major step forward in UGO's mission to
become the leader in the games space."

Ziff Davis Media recently announced the launch of the PCMag
Digital Network reflecting a move to a 100% digital position for
its flagship brand. The PCMag Digital Network leverages its
quality content and audience to offer marketers a unique
combination of solutions that enable strong brand positioning,
while driving measurable response results. More announcements
about the future growth and expansion of The Network will be
issued in the coming months.

GCA Savvian Advisors acted as exclusive financial advisor to Ziff
Davis Media on the transaction.

                  About the PCMag Digital Network

The PCMag Digital Network - http://www.PCMag.com-- is one of the
world's best-known publishers of leading technology-based digital
content products. Its flagship property, PCMag.com, delivers
comprehensive labs-based product reviews and the world-renowned
PCMag Editors' Choice Awards, the most trusted buying
recommendations for technology products and services across the
globe.

Reaching more than seven million highly engaged technology buyers
and influencers, PCMag Digital Network provides contextual
marketing solutions that drive results. Brands within the Network
also include ExtremeTech, Gearlog, Appscout, Smart Device Central,
GoodCleanTech, DL.TV, Cranky Geeks, and PCMagCast. The Network's
content is delivered worldwide to readers across a multiple
platform of Web sites, e-newsletters, Webcasts, broadband video,
software downloads and RSS feeds to users in more than 20
countries.

                   About Hearst Corporation

Hearst Corporation -- http://www.hearst.com/-- is a diversified
communications company.  Its major interests include 16 daily and
49 weekly newspapers, including the Houston Chronicle, San
Francisco Chronicle and Albany Times Union; as well as interests
in an additional 43 daily and 72 non-daily newspapers owned by
MediaNews Group, which include the Denver Post and Salt Lake
Tribune; nearly 200 magazines around the world, including
Cosmopolitan and O, The Oprah Magazine; 28 television stations
through Hearst-Argyle Television which reach a combined 18% of
U.S. viewers; ownership in leading cable networks, including
Lifetime Television, A&E Television Networks, The History Channel
and ESPN; as well as business publishing, Internet businesses,
television production, newspaper features distribution and real
estate.

                        About Ziff Davis

Headquartered in New York City, Ziff Davis Media, Inc. --
http://www.ziffdavis.com/-- and its affiliates are integrated
media companies serving the technology and videogame markets.
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D. N.Y. Case No. 08-10768).
Carey D. Schreiber, Esq., at Winston & Strawn, LLP, represents the
Debtors in their restructuring efforts.

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  The Debtors emerged from
bankruptcy protection on July 1, 2008.


HEARST CORPORATION: Newspapers Hit By Revenue Declines, Recession
-----------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                     About Hearst Corporation

Hearst Corporation -- http://www.hearst.com/-- is a diversified
communications company.  Its major interests include 16 daily and
49 weekly newspapers, including the Houston Chronicle, San
Francisco Chronicle and Albany Times Union; as well as interests
in an additional 43 daily and 72 non-daily newspapers owned by
MediaNews Group, which include the Denver Post and Salt Lake
Tribune; nearly 200 magazines around the world, including
Cosmopolitan and O, The Oprah Magazine; 28 television stations
through Hearst-Argyle Television which reach a combined 18% of
U.S. viewers; ownership in leading cable networks, including
Lifetime Television, A&E Television Networks, The History Channel
and ESPN; as well as business publishing, Internet businesses,
television production, newspaper features distribution and real
estate.


INDEPENDENT BANK: Moody's Downgrades Bank Strength Rating to 'D'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Independent
Bank (bank financial strength to D from C-, deposits to Ba2/Not-
Prime from Baa1/Prime-2, other senior obligations to Ba3/Not-Prime
from Baa1/Prime-2, and issuer rating to Ba3 from Baa1).  Following
the rating action, the outlook is negative.  Independent Bank is
the lead subsidiary of Ionia, Michigan-based Independent Bank
Corporation.  The holding company is unrated.

Moody's said the downgrade reflects its view that Independent's
overall credit profile has weakened as a result of continued asset
quality deterioration, particularly in its commercial real estate
and residential mortgage portfolios, and the impact of that on the
bank's financial performance.  Moody's added that the rating
action incorporates the likelihood that credit costs will remain
high in the medium-term, which would delay Independent's return to
profitability and substantially weaken its capital position.  In
Moody's view, Independent's diminished credit profile is
commensurate with a bank financial strength rating of D.

At December 31, 2008, Independent's nonperforming assets totaled
6% of loans plus other real estate owned and 75% of tangible
common equity (including 25% equity credit for TARP preferred
stock) plus loan loss reserves.  The high level of nonperformers
was largely driven by deterioration in Independent's commercial
real estate portfolio, which accounted for over 60% of total
nonperformers.  Within that portfolio, the land, land development,
and construction categories accounted for close to 40% of total
nonperformers, despite representing only 6% of total loans.

The negative outlook reflects the possibility that the protracted
downturn in the Michigan economy could lead to further weakening
in Independent's credit profile over the medium-term.  In Moody's
view, the outlook for the Michigan economy, which was weak prior
to the credit downturn, has worsened, and will continue to put
pressure on Independent's asset quality, profitability, and
capital.  A prolonged period of reporting poor results could
challenge Independent's franchise stability, added the rating
agency.

The negative outlook also considers the possibility that Moody's
assumptions regarding expected losses in Independent's loan
portfolio could rise if economic conditions deteriorate beyond
current expectations.

Moody's last rating action on Independent was on February 28,
2008, when it downgraded the bank's ratings (bank financial
strength to C- from C, long-term deposits to Baa1 from A3).
Independent Bank Corporation is headquartered in Ionia, Michigan
and reported assets of $3.0 billion at December 31, 2008.


INTELSTAT SUBSIDIARY: S&P Assigns Issue-Level Rating at 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB-' issue-
level rating and a '1' recovery rating to Intelsat Subsidiary
Holding Co. Ltd.'s (Intelsat Subholdco) proposed 8.875% senior
notes due 2015.  The '1' recovery rating indicates the
expectations for very high (90%-100%) recovery in the event of a
payment default.  Proceeds from the new debt will be used to
purchase any of the Intelsat Ltd. notes that will be tendered in
the Jan. 14, 2009, tender offer and for general corporate
purposes.

In addition, S&P is lowering the issue-level rating on Intelsat
Intermediate Holding Co. Ltd.'s 9.5% senior discount notes due
2015 to 'CCC+' from 'B-'.  S&P revised the recovery rating on the
notes to '6' from '5'.  The '6' recovery rating indicates the
expectations for negligible (0%-10%) recovery in the event of a
payment default.  The downgrade of this issue is due to the
issuance of the new Intelsat Subholdco bond.  S&P has affirmed all
other ratings on Intelsat and its subsidiaries.  The outlook is
stable.

"We believe Intelsat's aggressive leverage could constrain its
ability to react to changes in its business, especially given the
greater financial flexibility at its principal fixed-service
satellite competitors," said Standard & Poor's credit analyst
Naveen Sarma.


INTERSTATE BAKERIES: Bid to Reject Trademark License Pact Opposed
-----------------------------------------------------------------
Lewis Brother Bakeries Incorporated and Chicago Baking Company
dispute a request of Interstate Bakeries Corporation and its
debtor-affiliates to reject reject a license agreement with LBB
and CBC, effective as of December 5, 2008.  LBB and CBC asked the
U.S. Bankruptcy Court for the Western District of Missouri to deny
the Debtors' request.

The License Agreement, dated as of December 27, 2006, is hinged
upon an asset purchase agreement under which the Debtors sold to
LBB and CBB certain assets in their business operations in
Chicago and Illinois.  Under the License Agreement, the Debtors
granted LBB and CBC "a perpetual, royalty-free, assignable,
transferable, exclusive but in no event sublicensable, license to
use IBC-owned trademarks in certain territories."

According to IBC's counsel, Paul M. Hoffman, Esq., at Stinson
Morrison Hecker LLP, in Kansas City, Missouri, the License
Agreement should be rejected because it "deprives the Debtors of
the opportunity to sell, or license to other licensee, the same
goods covered by the Trademarks in the Territory," and is
therefore not necessary to the Debtors' ongoing operations.

Mr. Hoffman said the parties' entry into the Agreements is in
compliance with the antitrust decree entered by the United States
District Court for the Northern District of Illinois, relating to
an antitrust action by the federal government against the Debtors,
labeled U.S. v. Interstate Bakeries Corporation and Continental
Baking Company (N.D. Case No. 95 C 4194).  He said the Antitrust
Decree expired by its own terms in 2006.

Mr. Hoffman also noted that LBB and CBC will not be able to use
Section 365(n) of the Bankruptcy Code to continue using the
Trademarks after the rejection of the License Agreement, because
the provision does not apply to trademarks.  However, he added, in
the event that the License Agreement is rejected, LBB and CBC will
have the opportunity to file a rejection claim in the Debtors'
cases to collect on any amounts from the Debtors on account of the
Rejection.

Mr. Hoffman pointed out that the License Agreement is an executory
contract under Section 365(a) of the Bankruptcy Code because of
these "unperformed obligations" on the part of the Debtors:

  * not to use the marks within the geographic area reserved to
    LBB and CBC;

  * to notify LBB and CBC of claims by or against third parties;
    and

  * to indemnify LBB and CBC.

                    Not An Executory Contract

In their objection, LBB and CBC argue that following many years
and a substantial amount of money advertising and expanding the
Trademarks, they will suffer significant damages if they are
otherwise unable to use the Trademarks.  Eric L. Johnson, Esq., at
Spencer Fane Britt & Browne, in Kansas City, Missouri, tells the
Missouri Bankruptcy Court that the License Agreement in substance
was a sale of property rather than a typical trademark license,
which sale left no material obligations for the parties to
perform, and for which LBB and CBC paid approximately
$8 million.

Conversely, the License Agreement is not an executory contract
because the parties' unperformed obligations are minimal, says Mr.
Johnson.

The Debtors' request to reject the License Agreement allows them
to "improperly reverse" a 10-year-old sale at the expense of LBB
and CBC, and thereby seize trademark rights that could be worth
millions of dollars, in violation of Section 365 of the
Bankruptcy Code, Mr. Johnson points out, citing In re Bluman, 125
B.R. 359, 363 (Bankr. E.D.N.Y. 1991).

LBB and CBC have commenced an adversary proceeding seeking the
Court's declaratory judgment that the License Agreement is not an
executory contract which the Debtors can reject or assume and
assign under Section 365.

Leslie A. Greathouse, Esq., at Spencer Fane Britt & Browne LLP, in
Kansas City, Missouri, on behalf of LBB and CBC, said in the
complaint that despite LBB and CBC's several attempts to obtain
clarification from the Debtors, the Debtors are uncertain as to
whether they will treat the License Agreement as an executory
contract, or intend to reject or assume and assign the License
Agreement, under their Amended New Plan of Reorganization.

Mr. Greathouse said Section 365 provides that an executory
contract is "a contract under which the obligation of both the
bankrupt and the other party to the contract are so far
unperformed that the failure of either to complete performance
would constitute a material breach excusing the performance of the
other," Ms. Greathouse said, pointing the Court to In re Craig,
144 F.3d 593, 596 (8th Cir. 1998).  Because IBC granted LBB and
CBC a License, for which LBB and IBC fully paid all consideration
due under the Asset Purchase Agreement, LBB and CBC have fully
performed their obligations under the License Agreement, Mr.
Greathouse noted.  Moreover, IBC entered into the Agreements so
that it could comply with the Antitrust Decree, he continued .
Therefore, IBC would have fully performed its material obligations
under the License Agreement pursuant to the Antitrust Decree;
otherwise, IBC would have violated the Antitrust Decree.

The Debtors have said LBC and CBC's complaints are without merit,
and insisted the License Agreement is an executory contract.

The hearing to consider the Debtors' request to reject their
lease agreement with Lewis Brothers Bakeries Incorporated and
Chicago Baking Company has been continued to April 15, 2009.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate Bakeries
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
undertaken by Interstate Bakeries Corporation and its eight
affiliated debtors.  (http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Exit Loan OK'd As Emergence Deadline Nears
---------------------------------------------------------------
Judge Jerry Venters of the U.S. Bankruptcy Court for the Western
District of Missouri authorized Interstate Bakeries Corporation
and its debtor-affiliates to enter into the amended key terms of
the asset-based senior secured revolving credit facility to be
structured, arranged and syndicated by General Electric Capital
Corporation and GE Capital Markets.

At the hearing held January 29, 2009, the Court allowed the
Debtors to execute and perform their obligations under the
definitive documentation of the Amended ABL Facility, including
all collateral and security documents and intercreditor
agreements.

Counsel for the Debtors, J. Eric Ivester, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, said both sides
continue to work on closing the financing, which he said could
happen "soon," reports The Associated Press.

The Debtors now have less than 9 days to get the revisions
documented and sign-offs by all of the lenders and investors.  On
February 9, 2009, IBC's access to credit expires, as do the
commitments from those who agreed to invest or lend nearly $600
million so the company can operate upon its emergence from
bankruptcy, notes KansasCity.com.  Once those documents are
complete, the company can shed bankruptcy and begin operating as a
new company.

The Revised ABL Facility was agreed in principle between the
Debtors and the ABL Commitment Parties on January 26, 2009.
Essentially, it calls for the reduction of the Commitment Amount
from $125,000,000 to $105,000,000.

Under the Revised ABL Facility, the ABL Facility lenders will
receive a first priority lien and security interest on certain
real property collateral that was previously unencumbered.
Additionally, the ABL Facility Lenders will not receive a junior
lien and security interest in certain cash deposited by the
Debtors in order to cash collateralize outstanding letters of
credit.

Prior to its Amendment, the Original ABL Facility was approved by
the Court in October 2008, along with (i) a term loan facility
for $344,000,000 with Silver Point Finance LLC and Monarch Master
Funding, Ltd., and (ii) a third priority secured term loan
financing facility for $142,300,000, under which Prepetition
Lender Claimholders will receive Pro Rata share of the New Third
Lien Term Loan in exchange for the Claims.  The Funding
Agreements outline the capital structure for Reorganized IBC upon
its emergence from Chapter 11.

The Debtors admitted early this month that reaching the final
Funding Agreements contemplated under the Commitments from
investors was taking more time and was more complex than what
they had hoped for, due to a difficult environment in the
financial markets.  IBC CEO Craig Jung has noted that the ABL
Facility was "the last significant obstacle" to IBC's emergence.

As required by the Commitments, IBC must emerge from Chapter 11
by February 9, 2009.  IBC has been in bankruptcy since 2004.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate
Bakeries Bankruptcy News.  The newsletter tracks the chapter 11
proceedings undertaken by Interstate Bakeries Corporation and
its eight affiliated debtors.  (http://bankrupt.com/newsstand/
or 215/945-7000)


INTERSTATE BAKERIES: March 4 Hearing on Bid to Amend Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing on March 4, 2009, to consider U.S. Bank
National Association's request to compel Interstate Bakeries Corp.
and its affiliates to amend their schedules of assets and
liabilities.

U.S. Bank told the Court that the Debtors failed to separately
identify in their Schedules filed in November 2004, the assets and
liabilities of each bankruptcy estate.  The Bank added that the
Debtors each filed Schedules that aggregate substantially all of
their assets and liabilities, in violation of Section 521(b) of
the Bankruptcy Code.

U.S. Bank is the indenture trustee for the holders of the 6%
Senior Subordinated Notes due August 15, 2014, issued by
Interstate Bakeries Corporation and guaranteed by each of the
other Debtors, in the principal amount of $100,000,000.

The Debtors have amended and supplemented their Schedules from
time to time, but have indicated each time that each Schedule is
submitted collectively on behalf of Interstate Bakeries Corp. and
all of the Debtor Subsidiaries, Clark T. Whitmore, Esq., at Maslon
Edelman Borman & Brand, LLP, in Minneapolis, Minnesota, told the
Court.

The Debtors' failure to accurately set forth the assets and
liabilities of each Debtor's separate bankruptcy estate
represents an inappropriate impediment to the Indenture Trustee's
ability to evaluate its claims on behalf of the Noteholders vis-
a-vis other general unsecured claims owed solely by Interstate
Brands Corp. or another one of the Debtor Subsidiaries singly,
Mr. Whitmore said.

Other creditors are likewise prevented by the combined Schedules
from assessing their relative position in the cases and thus
unable to evaluate the propriety of their treatment under any
proposed plan of reorganization, Mr. Whitmore said.

U.S. Bank has repeatedly requested information from the Debtors
that should have been set forth in the original Schedules, and or
an amendment to the original Schedules, Mr. Whitmore said.
While the Debtors have provided certain selective information on
a confidential basis, they have yet to provide all of the
information that they are required to set forth in their
Schedules to all creditors, Mr. Whitmore said.

In January 2005, the Debtors won Court approval to execute
documentation relating to their prepetition corporate
reorganization.

As part of the Corporate Reorganization, Interstate Bakeries
transferred to IBC Services Corp. three real properties and all
related personal property and contracts; and to Interstate Brands
Corp. (i) all real property, tangible personal property and
accounts receivable related to manufacturing, wholesale and
retail sales and distribution operations; (ii) all contracts and
other agreements in the name of Brands West; and (iii) all stock
in Mrs. C's.

Interstate Brands transferred to IBC Sales Corporation (i) all
real property, personal property, accounts receivable, and
contracts or other agreements related to wholesale and retail
sales and distribution operations; (ii) stock in Mrs. C's; and
(iii) stock in IBC Trucking Corporation.

By way of the reorganization transaction: (i) the assets of
Interstate Bakeries consist of all of the Debtors' interests in
intellectual property and the headquarters facility in Kansas
City, Missouri; (ii) the assets of Interstate Brands include all
of the real property, tangible personal property, accounts
receivable, and contracts or other agreements related to
manufacturing and plant operations as well as employment and
related contracts like the union labor contracts and employee
benefits agreements; (iii) the assets of IBC Sales include all
property related to wholesale and retail sales, with the
exception of trucks; and (iv) the assets of IBC Services Corp.
include three real properties and all related personal property
and contracts.

Although the Debtors represented to the Court in the Corporate
Reorganization Motion that the execution of the Remaining
Reorganization Documents was related to "the appropriate
allocation of certain assets and liabilities among the Debtors,"
the Debtors have not yet amended their Schedules after the
execution of the Remaining Reorganization Documents to reflect
the proper allocation of assets among Interstate Bakeries or the
Debtor Subsidiaries, Mr. Whitmore said.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate
Bakeries Bankruptcy News.  The newsletter tracks the chapter 11
proceedings undertaken by Interstate Bakeries Corporation and
its eight affiliated debtors.  (http://bankrupt.com/newsstand/
or 215/945-7000)


INTERSTATE BAKERIES: Settles $11,100,000 in EPA Claims
------------------------------------------------------
In March 2005, the United States government, on behalf of the
Environmental Protection Agency, filed Claim No. 7721 for
$11,100,000, against Interstate Brands Corporation, asserting (i)
unreimbursed environmental response costs incurred by the United
States at the Hows Comer Superfund Site located in Plymouth,
Maine, and (ii) response costs to be incurred in the future by
the United States at the Site, pursuant to the Comprehensive
Environmental Response, Compensation and Liability.

To resolve the Claim, the Debtors and EPA entered into a
stipulation under which Claim No. 7721 will be allowed for
$84,020 as a general unsecured nonpriority claim, in accordance
with the terms of any plan of reorganization that is confirmed
and becomes effective in the Debtors' cases.

Distributions with respect to the Claim will either be:

  (a) deposited in site-specific special accounts within the EPA
      Hazardous Substance Superfund to be retained and used to
      conduct or finance response actions at or in connection
      with the particular site for which a claim has been
      allowed, or be transferred by EPA to the EPA Hazardous
      Substance Superfund; or

  (b) deposited into the EPA Hazardous Substance Superfund.

Payment on the EPA Claim will be made by Electronic Funds
Transfer to the U.S. Department of Justice lockbox bank, in
accordance with instructions provided by the United States to the
Debtors after execution of the Settlement Agreement.  Any EFTs
received at the U.S. D.O.J. Lockbox Bank after 11:00 A.M.,
Eastern Time, will be credited on the next day.

Only the amount of cash received by EPA -- or the net cash
received by EPA on account of any non-cash distributions -- from
the Debtors under the Settlement Agreement for EPA's Allowed
Claim, and not the total amount of the Allowed Claim, will be
credited by EPA to its account for the Site.  Only the amount of
the credit will reduce the liability of non-settling potentially
responsible parties to EPA for the Site.

The "matters addressed" in the Stipulation include:

  -- all response actions taken or to be taken and all response
     costs incurred or to be incurred, at or in connection with
     the Site, by the United States or any other person, other
     than claims, if any, by the state of Maine; and

  -- damages for injury to, destruction of, or loss of natural
     resources, including the reasonable cost of assessing the
     damages.

The United States will be deemed to have withdrawn the EPA Claim.
Furthermore, it covenants not to bring a civil action or take
administrative action against the Debtors, conditioned upon the
Debtors' complete and satisfactory performance of their
obligations under the Stipulation.

Similarly, the Debtors covenant not to sue, and agree not to
assert any claims or causes of action against, the United States
with respect to the Site, including, but not limited to, any
direct or indirect claim for reimbursement from the Hazardous
Substance Superfund, any claims against the United States, and
any claims arising out or response activities at the Site.

The Stipulation is without prejudice to the United States' rights
to assert claims (i) against the Debtors based on their failure
to meet a requirement of the Settlement Agreement, and (ii) for
any site other than in Plymouth.  In addition, the United States
reserves the right to withdraw or withhold its consent if the
public comments regarding the Stipulation disclose facts or
considerations which indicate that the Stipulation is
inappropriate, or improper, or inadequate.

Representing the Debtors, Paul M. Hoffmann, Esq., at Stinson
Morrison Hecker LLP, in Kansas City, Missouri, notes that the
Stipulation must be lodged with the U.S. Bankruptcy Court for the
Western District of Missouri for at least 30 days in order to
provide an opportunity for public comment.  Specifically, the
notice of the Lodging of the Stipulation will be published in the
Federal Register and the U.S. Department of Justice and will
receive comments for a period of 30 days.

If the United States continues to consent to this decree after
the close of the Comment Period, the Debtors seek the Court's
final approval of the Stipulation, which will resolve the United
States' Claim against Debtors regarding the Site, Mr. Hoffman
says.

Judge Venters will convene a hearing to consider approval of the
Stipulation on March 4, 2009.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate
Bakeries Bankruptcy News.  The newsletter tracks the chapter 11
proceedings undertaken by Interstate Bakeries Corporation and
its eight affiliated debtors.  (http://bankrupt.com/newsstand/
or 215/945-7000)


JACKSON HOSPITALITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Jackson Hospitality, LLC
        1525 Ellis Ave.
        Jackson, MS 39204

Bankruptcy Case No.: 09-00204

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi (Jackson)

Debtor's Counsel: Stephen Fernand Babin, Esq.
                  Stephen F. Babin
                  400 Poydras St., Suite 1600
                  New Orleans, LA 70130
                  Tel: (504) 599-1200
                  Fax: (504) 599-1212
                  Email: babins@ag.state.la.us

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

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

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


JERRY DONALDSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jerry J. Donaldson
        700 Weybridge Circle
        Severna Park, MD 21146

Bankruptcy Case No.: 09-11126

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Evelyn Donaldson                                   08-13270

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

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

            http://bankrupt.com/misc/mdb09-11126.pdf

The petition was signed by Jerry J. Donaldson.


JOURNAL REGISTER: Newspapers Hit By Revenue Declines, Recession
---------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                      About Journal Register

Headquartered in Yardley, Pennsylvania, Journal Register Company
(PINKSHEETS:JRCO) -- http://www.journalregister.com-- owns and
operates 27 daily newspapers and 368 non-daily publications as of
Dec. 31, 2006.  The company also operates 239 individual websites
that are affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.

                         *     *     *

As reported by the Troubled Company Reporter on Aug 5, 2008,
Standard & Poor's Ratings Services withdrew its ratings on Journal
Register Co., including the 'D' corporate credit rating.

S&P lowered the ratings on July 25, 2008, after the company
announced that it had entered into a forbearance agreement with
lenders, which included a provision whereby interest under the
credit agreement will accrue and will not be paid for the period
July 24, 2008 through Oct. 31, 2008. S&P viewed this event as a
meaningful departure from the original terms of the credit
agreement, resulting in a 'D' corporate credit and issue-level
ratings under its criteria.

As reported by the TCR on Aug. 4, 2008, Moody's Investors Service
downgraded Journal Register company's Probability of Default
rating to D from Caa3 and its Corporate Family rating to Ca from
Caa2. The rating outlook is stable.  Moody's plans to withdraw all
of Journal Register's ratings shortly.


KATHY COX: Creditors Eye $1MM Prize Money for 3 Public Schools
--------------------------------------------------------------
Ben Smith at The Atlanta Journal-Constitution reports that a
lawyer representing Kathy Cox's creditors confirmed that his
clients are considering making a claim on the $1 million game show
prize that Georgia schools Superintendent Kathy Cox won from "Are
You Smarter than a 5th Grader?" for charity.

According to The Atlanta Journal, Karen White, Ms. Cox's attorney,
said that the bankruptcy trustee representing creditors has asked
for records concerning the prize money.  "Whether he will
ultimately assert that the state has a superior legal right to
that of the [school fund's] legal right, I don't know," the report
quoted Ms. White as saying.

The Atlanta Journal relates that Fidelity Investments, the
investment firm hired to create an account for distributing the
money to three public schools for blind and deaf students, has
returned the $1 million game show prize that Georgia schools
Superintendent Kathy Cox won for charity.

Fidelity Investments didn't want to become involved in the
bankruptcy case The Atlanta Journal says, citing Ms. White.  Ms.
Cox, according to the report, said that the money was returned to
Fox Broadcasting Co. in December 2008.

It isn't clear when, or if, the schools will get the $1 million
Ms. Cox won in August 2008, The Atlanta Journal relates, citing
Ms. White.

Ms. Cox said in a statement that she still wants the money to
benefit the Georgia Academy for:

     -- the Blind in Macon;
     -- the Georgia School for the Deaf in Cave Spring; and
     -- the Atlanta Area School for the Deaf in Clarkston.

The Atlanta Journal quoted Ms. Cox as saying, "It's sad that banks
and lawyers are standing in the way of making that happen.  I'm
hopeful that this money will still end up where it belongs."

                         About Kathy Cox

Kathy Cox is a former Fayette County teacher and legislator now in
her second term as schools chief.  She oversees a state system of
1.7 million students and an education budget of $9.5 billion, most
of which it passes to local systems.

As reported by the Troubled Company Reporter on Nov. 26, 2008, Ms.
Cox and her husband John have filed for Chapter 7 bankruptcy.  Ms.
Cox listed above $3.5 million in liabilities and less than
$650,000 in assets.  Most of the debt comes from Mr. Cox's Pebble
Hill Homes, a business he started in Fayetteville in 2001.  Ms.
Cox, who makes about $125,000 a year, has no role in Pebble Hill
but is a co-signer on loans for it.  Almost $2.9 million of the
$3.5 million in debts are unsecured.


KELLY-RASCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kelley-Rasch Enterprises, LLC
        2256 Wickerwood Cove
        Memphis, TN 38119

Bankruptcy Case No.: 09-20720

Chapter 11 Petition Date: January 22, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Email: russell.savory@gwsblaw.com

Total Assets: $1,673,853

Total Debts: $2,409,595

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

            http://bankrupt.com/misc/tnwb09-20720.pdf

The petition was signed by Catherine K. Rasch, Managing Memberof
the company.


KESCO DYNAMICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kesco Dynamics, Inc.
        80 Monroe Crossing
        Cartersville, GA 30120

Bankruptcy Case No.: 09-40236

Debtor-affiliate filing separate chapter 11 petition:

   Affiliate                                 Case Number
   ---------                                 -----------
   Kesco Southeast, Inc.                      09-40237

Chapter 11 Petition Date: January 21, 2009

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

Judge: Mary Grace Diehl

Debtor's Counsel: David G. Bisbee, Esq.
                  Law Office of David G. Bisbee
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  Email: bisbeed@bellsouth.net

Total Assets: $4,157,500

Total Debts: $5,224,307

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

            http://bankrupt.com/misc/ganb09-40236.pdf

The petition was signed by Tammy Conn, the company's president.


KESCO DYNAMICS: Sec. 341 Meeting on March 5 in Atlanta
------------------------------------------------------
The United States Trustee in Atlanta, Georgia, will covene a
meeting of creditors in the bankruptcy cases of Kesco Dynamics,
Inc., and Kesco Southeast, Inc., on March 5, 2009, at 3:00 p.m. at
Hearing Room 365 in Atlanta.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

Based in Cartersville, Georgia, Kesco Dynamics, Inc. and Kesco
Southeast, Inc., filed for Chapter 11 protection on January 21,
2009 (Bankr. N.D. Ga. Lead Case No. 09-40236).  The Hon. Mary
Grace Diehl presides over the case.  David G. Bisbee, Esq., in
Atlanta, represents the Debtors as counsel.  Kesco Dynamics
disclosed $4,157,500 in total assets and $5,224,307 in total debts
when it filed for bankruptcy.


LANDRY'S RESTAURANTS: S&P Retains Negative Watch on Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings on
Houston-based Landry's Restaurants Inc. will remain on CreditWatch
with negative implications, where they were placed on Jan. 28,
2008.  At the same time, S&P lowered the ratings on the company's
unrestricted subsidiary, Las Vegas-based Golden Nugget Inc.  S&P
lowered the corporate credit rating on Golden Nugget to 'B-' from
'B', and its ratings also remain on CreditWatch with negative
implications.

Additionally, S&P lowered the issue-level ratings on Golden
Nugget's first-lien credit facility to 'B-' from 'BB-'. S&P also
revised the recovery rating on these loans to '3' from '1'.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
In addition, S&P lowered the issue-level rating on Golden Nugget's
$165 million second-lien term loan to 'CCC' from 'B-'.  S&P
revised the recovery rating on these loans to '6' from '5'.  The
'6' recovery rating indicates S&P's expectation of negligible (0%-
10%) recovery for lenders in the event of a payment default.

Upon the closure of Landry's pending recapitalization
transactions, S&P expects to take these ratings actions: Affirm
Landry's 'B' corporate credit rating with a stable outlook.
Assign a '1' recovery to Landry's amended and restated $210
million senior secured facility consisting of a $160 million term
loan and a $50 million revolving credit facility.  The '1'
recovery rating indicates S&P's expectation of very high (90%-
100%) recovery of principle in the event of default and also
dictates an issue-level rating of 'BB-', two notches above the
corporate credit rating on the company.

Assign a '3' recovery rating to Landry's new $270 million senior
secured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery of principle in the
event of default and also dictates an issue-level rating of 'B',
the same as the corporate credit rating.Affirm Golden Nugget's
ratings, including the 'B-' corporate credit rating, with a
negative outlook.  The proceeds of Landry's new debt will be used
to refinance its current debt.

"The downgrade of Golden Nugget stems from our concerns about the
company's increased leverage during a weak operating environment,"
said Standard & Poor's credit analyst Charles Pinson-Rose, "and
about its ability to remain in compliance with its covenants
(absent financial support from its parent, Landry's) in 2009 and
2010."


LANDRY'S RESTAURANTS: S&P Retains Negative Watch on Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings on
Houston-based Landry's Restaurants Inc. will remain on CreditWatch
with negative implications, where they were placed on Jan. 28,
2008.  At the same time, S&P lowered the ratings on the company's
unrestricted subsidiary, Las Vegas-based Golden Nugget Inc.  S&P
lowered the corporate credit rating on Golden Nugget to 'B-' from
'B', and its ratings also remain on CreditWatch with negative
implications.

Additionally, S&P lowered the issue-level ratings on Golden
Nugget's first-lien credit facility to 'B-' from 'BB-'. S&P also
revised the recovery rating on these loans to '3' from '1'.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
In addition, S&P lowered the issue-level rating on Golden Nugget's
$165 million second-lien term loan to 'CCC' from 'B-'.  S&P
revised the recovery rating on these loans to '6' from '5'.  The
'6' recovery rating indicates S&P's expectation of negligible (0%-
10%) recovery for lenders in the event of a payment default.

Upon the closure of Landry's pending recapitalization
transactions, S&P expects to take these ratings actions: Affirm
Landry's 'B' corporate credit rating with a stable outlook.
Assign a '1' recovery to Landry's amended and restated $210
million senior secured facility consisting of a $160 million term
loan and a $50 million revolving credit facility.  The '1'
recovery rating indicates S&P's expectation of very high (90%-
100%) recovery of principle in the event of default and also
dictates an issue-level rating of 'BB-', two notches above the
corporate credit rating on the company.

Assign a '3' recovery rating to Landry's new $270 million senior
secured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery of principle in the
event of default and also dictates an issue-level rating of 'B',
the same as the corporate credit rating.Affirm Golden Nugget's
ratings, including the 'B-' corporate credit rating, with a
negative outlook.  The proceeds of Landry's new debt will be used
to refinance its current debt.

"The downgrade of Golden Nugget stems from our concerns about the
company's increased leverage during a weak operating environment,"
said Standard & Poor's credit analyst Charles Pinson-Rose, "and
about its ability to remain in compliance with its covenants
(absent financial support from its parent, Landry's) in 2009 and
2010."


LAWRENCE WIEDEMANN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Lawrence Dupuy Wiedemann
        249 Citrus Road
        River Ridge, LA 70123

Bankruptcy Case No.: 09-10163

Chapter 11 Petition Date: January 21, 2009

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

Judge: Elizabeth W. Magner

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 586-9120
                  Email: eltjr01@bellsouth.net

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/laeb09-10163.pdf


LAWRENCE WIEDEMANN: Sec. 341 Meeting on March 2 in New Orleans
--------------------------------------------------------------
The United States Trustee in New Orleans, Louisiana, will covene a
meeting of creditors in the bankruptcy case of Lawrence Dupuy
Wiedemann on March 2, 2009, at 2:00 p.m. at F. Edward Hebert
Federal Building, Room 111, 600 S. Maestri Street.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

Based in River Ridge, Louisiana, Lawrence Dupuy Wiedemann filed
for Chapter 11 protection on January 21, 2009 (Bankr. E.D. La.
Case No. 09-10163).  The Hon. Elizabeth W. Magner presides over
the case.  Emile L. Turner, Jr., Esq., in New Orleans, represents
the Debtors as counsel.  The Debtor disclosed both estimated
assets and debts to be between $1,000,001 and $10,000,000 in its
petition.


LEE ENTERPRISES: Gets Feb. 6 Extension of Covenant Waiver
---------------------------------------------------------
Lee Enterprises, Incorporated, has received an extension of a
waiver of covenant conditions related to the $306 million Pulitzer
Notes debt of its subsidiary St. Louis Post-Dispatch LLC.  The
waiver has been extended until Feb. 6, 2009, while financing
discussions continue.  The Pulitzer Notes mature in April 2009.

As reported by the Troubled Company Reporter on January 19, 2009,
the waiver had been scheduled to expire January 16, but was
extended until January 30.  The Pulitzer Notes mature in April
2009.  Carl Schmidt, Lee vice president, chief financial officer
and treasurer, said, "Lee and its lenders continue to work
diligently to effect an extension of the Pulitzer Notes, and to
make longer term changes to our bank credit agreement to maintain
the company's liquidity."

Without such a waiver extension by the holders of the Pulitzer
Notes, Lee would be in technical default of several provisions
under its applicable debt agreements.  An event of default would
allow the Pulitzer Noteholders, with notice, to exercise certain
remedies granted by the various debt agreements, including
acceleration of the maturity of Lee's debt. The waiver contains a
provision that will allow it to be withdrawn with 48 hours notice.

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


LEE ENTERPRISES: Newspapers Hit By Revenue Declines, Recession
--------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                       About Lee Enterprises

Lee Enterprises is a premier provider of local news, information
and advertising in primarily midsize markets, with 49 daily
newspapers and a joint interest in four others, online sites and
more than 300 weekly newspapers and specialty publications in 23
states. Lee's markets include St. Louis, Mo.; Lincoln, Neb.;
Madison, Wis.; Davenport, Iowa; Billings, Mont.; Bloomington,
Ill.; and Tucson, Ariz. Lee stock is traded on the New York Stock
Exchange under the symbol LEE. For more information about Lee,
please visit www.lee.net.


LENNAR CORPORATION: Posts $1.1BB Net Loss for Year Ended Nov. 30
----------------------------------------------------------------
Stuart A. Miller, president, chief executive officer and director
of Lennar Corporation, disclosed in a regulatory filing dated
January 26, 2009, that the company posted a net loss of
$1.1 billion for the year ended November 30, 2008, compared to a
net loss of $1.9 billion for the same period in 2007.

According to Mr. Miller, the current year net loss was
attributable to weakness in the housing market that has persisted
during 2008 and has impacted all of the company's operations.
"Our gross margin percentage increased due to our lower inventory
basis and continued focus on repositioning our product and
reducing construction costs, despite Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment of
Long-lived Assets, valuation adjustments and a decrease in the
average sales price of homes delivered during 2008, compared to
2007.  Our 2008 results were also impacted by a non-cash SFAS 109,
Accounting for Income Taxes, valuation allowance of
$730.8 million recorded against our deferred tax assets."

Mr. Miller relates that revenues from home sales decreased 56% in
the year ended November 30, 2008, to $4.2 billion from
$9.5 billion in 2007.  Revenues were lower primarily due to a 51%
decrease in the number of home deliveries and a 9% decrease in the
average sales price of homes delivered in 2008.  New home
deliveries, excluding unconsolidated entities, decreased to 15,344
homes in the year ended November 30, 2008 from 31,582 homes last
year.  In the year ended November 30, 2008, new home deliveries
were lower in each of our homebuilding segments and Homebuilding
Other, compared to 2007.  The average sales price of homes
delivered decreased to $270,000 in the year ended
November 30, 2008 from $297,000 in 2007, due to reduced pricing.
Sales incentives offered to homebuyers were $48,700 and $48,000
per home delivered, respectively, in the years ended November 30,
2008 and 2007."

"The housing market continues to be compromised by the most
significant domestic economic downturn in recent history.  General
economic pressures continue to drive down the volume and prices of
homes being sold, as rising levels of foreclosures add inventory
to an already saturated marketplace.  Overall consumer sentiment
has continued to deteriorate, resulting in fewer potential home
purchasers willing to enter the market.  These conditions have
fostered a competitive need amongst homebuilders to drive pricing
downward through the use of incentives, price reductions and
incentivized brokerage fees.  Although there is optimism that the
new administration taking federal office will offer stimulus to
fix the sliding housing environment, we currently do not have
visibility as to when these deteriorating market conditions will
subside.  Whether or not there is additional federal stimulus,
there could be further deterioration in market conditions, which
may lead to additional valuation adjustments in the future."

"In midst of this environment, we remained balance sheet focused
with great emphasis on liquidity and positioning ourselves for
future opportunities.  We continued to reduce overhead in an
effort to be 'right-sized' for anticipated lower volume levels in
fiscal 2009.  In addition, we continued to carefully manage our
inventory levels through curtailing land purchases, reducing home
starts and adjusting prices to deliver completed homes."

"We also have diligently worked on restructuring, repositioning
and reducing our joint ventures.  We have reduced the number of
joint ventures in which we participate to 116 unconsolidated joint
ventures at November 30, 2008, compared to 270 unconsolidated
joint ventures at the peak in 2006.  We have also reduced our net
recourse indebtedness exposure with regard to joint ventures to
$392.5 million at November 30, 2008, compared to $1.1 billion at
the peak in 2006."

"In 2009, cash generation will continue to be our top priority. We
will convert inventory to cash and reduce both our land purchases
and homebuilding starts.  In addition, we will reduce our cash
outflows by continuing to right-size our overhead to improve our
selling, general and administrative expenses as a percentage of
revenues."

As of November 30, 2008, the company's balance sheet showed total
assets of $7,424,898, total liabilities of $4,636,145 and total
stockholders' equity of $2,623,007.

                        About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

-- IDR to 'BB+' from 'BBB-';
-- Senior unsecured to 'BB+' from 'BBB-';
-- Unsecured bank credit facility to 'BB+' from 'BBB-';
-- Short Term IDR from 'F3' to 'B';
-- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


MAGNETBANK: Utah Bank Fails & FDIC to Pay All Insured Deposits
--------------------------------------------------------------
The Federal Deposit Insurance Corporation (FDIC) approved the pay-
out of insured deposits of MagnetBank based in Salt Lake City,
Utah.  The bank was closed Fri., Jan. 30, 2009, by the Utah
Department of Financial Institutions and the FDIC was named
receiver.

After an extensive marketing process, the FDIC was unable to find
another financial institution to take over the banking operations
of MagnetBank.  As a result, checks to the retail depositors for
their insured funds will be mailed on Mon., Feb. 2, 2009.
Brokered deposits will be wired once brokers provide the FDIC with
the necessary documents to determine if any of their clients
exceed the insurance limits.  Customers who placed money with
brokers should contact them directly for more information about
the status of their funds.

MagnetBank, as of December 2, 2008, had total assets of
$292.9 million and total deposits of $282.8 million.  It is
estimated that the bank did not have any uninsured funds.

MagnetBank is the fourth FDIC-insured institution to fail this
year and the first in Utah since Bank of Ephraim, was closed on
June 25, 2004.


MARVIN GARDENS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Marvin Gardens, Inc.
        5845 Quail Ave.
        Las Vegas, Nv 89118

Bankruptcy Case No.: 09-10967

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  211 N. Buffalo Dr. #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  Email: david@davidwinterton.com

Total Assets: $5,250,100

Total Debts: $3,125,150

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

            http://bankrupt.com/misc/nvb09-10967.pdf

The petition was signed by Jeffrey R. Selliner, President of the
company.


MASONITE INT'L: Mum About Jan. 30 Expiration of Forbearance Pact
----------------------------------------------------------------
Masonite International, Inc., has yet to announce whether it has
obtained another extension of its forbearance agreement with its
lenders.

On January 16, 2009, Masonite International announced that it has
entered into a further extension, to January 30, 2009, of the
forbearance agreement dated September 16, 2008, with its bank
lenders.

As a result of its financial performance for the quarters ended
June 30, and September 30, 2008, Masonite was not in compliance as
of such dates with certain financial covenants contained in its
credit facility, which constituted an event of default under the
credit facility. The financial covenants relate to EBITDA metrics
and reflect the challenging conditions in the U.S. housing
industry. Masonite is engaged in ongoing negotiations with lenders
that are party to the credit facility regarding a potential
amendment to the terms of the credit facility. There is no
assurance that the negotiations with lenders will result in an
amendment acceptable to Masonite and to its lenders.

A copy of the Second Amendment to the Forbearance Agreement is
available at:

          http://researcharchives.com/t/s?38fb

Under terms of the forbearance agreement entered into in September
2008, which is effective upon Masonite's payment of certain fees,
neither the administrative agent nor the lenders will (i) take
action to accelerate the maturity of or terminate the company's
revolving credit facility or to otherwise enforce payment of the
company's obligations under the credit agreement, or (ii) exercise
any other rights and remedies available to them under the credit
agreement or applicable law.  The forbearance agreement applies to
the non-compliance of the covenants as of June 30 and,
provisionally, any such non-compliance as of September 30, 2008.
The original forbearance agreement was scheduled to expire
November 13, 2008, but was twice extended.  As of June 30, 2008,
the company had $241 million in cash on hand.

"The goal of the current discussions we are having with our
lenders is to help ensure that we have an appropriate capital
structure to support our long-term strategic plan and business
objectives, both today and in the future," said Fred Lynch,
President and Chief Executive Officer of Masonite, in a September
2008 news release.  "With our excellent market position, strong
brand, industry-leading products, and the most capable team in the
industry, we believe we are well-positioned to take advantage when
the market rebounds. In the meantime, we remain focused on
delivering the highest value door products to our customers around
the world."

Masonite has also entered into a separate forbearance agreement
with holders of a majority of the senior subordinated notes due
2015 issued by two of the company's subsidiaries.  That
forbearance agreement is effective through January 31, 2009.

              Combination Pact with Stile Canada

Masonite International Corporation entered into a combination
agreement in December 2004, with Stile Canada, an entity
controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P.,
which was subsequently amended, pursuant to which on April 6,
2005, Stile Canada acquired all of the common shares of Masonite
International at a purchase price of C$42.25 per share in cash.
Following the Transaction, Masonite International was amalgamated
with Stile Canada to form Masonite Canada Corporation, which then
transferred all of the common shares of Masonite Holdings, Inc.,
which is the parent company of Masonite International
Corporation's U.S. subsidiaries, to Stile U.S.  Following the
transfer, Masonite Holdings, Inc. was merged with and into Stile
U.S., and the surviving corporation was renamed Masonite
Corporation.  Masonite Canada Corporation was subsequently renamed
Masonite International Corp.

In connection with the Acquisition:

  -- Masonite U.S. and Masonite Canada entered into senior
     secured credit facilities, consisting of a $1.175 billion
     term loan facility, with The Bank of Nova Scotia, as
     Administrative Agent and as Canadian Administrative Agent,
     and the lending syndicate, the proceeds of which were used
     to pay the consideration in the Transaction and related
     costs and expenses, and a $350.0 million revolving credit
     facility, a portion of which is available for the issuance
     of letters of credit and the proceeds of which may be used
     solely for general corporate purposes; and

  -- Masonite U.S. and Masonite Canada entered into a
     $770.0 million senior subordinated loan facility with The
     Bank of Nova Scotia, as Administrative Agent and as Canadian
     Administrative Agent, and the lending parties.

         Masonite's $1.175BB Term Loan & $350MM Revolver

According to the company's annual report for the year ended
December 31, 2007, the eight-year $1.175 billion term loan is due
April 6, 2013, and has an original interest rate of LIBOR plus
2.00% that amortizes at 1% per year.  The $350 million revolving
credit facility interest rate is subject to a pricing grid ranging
from LIBOR plus 1.75% to LIBOR plus 2.50%.  As of December 31,
2007, the revolving credit facility carried an interest rate of
LIBOR plus 2.50%.

The senior secured credit facilities provide for the payment to
the lenders of a commitment fee on the average daily undrawn
commitments under the revolving credit facility at a range from
0.375% to 0.50% per annum, a fronting fee on letters of credit of
0.125%, and a letter of credit fee ranging from 1.75% to 2.50%
(less the 0.125% fronting fee).

The senior secured credit facilities require the company to meet a
minimum interest coverage ratio of 1.65 times Adjusted EBITDA and
a maximum leverage ratio of 7.0 times Adjusted EBITDA as of
December 31, 2007.  These ratios will be adjusted over the passage
of time, ultimately reaching a minimum interest coverage ratio of
2.2 times Adjusted EBITDA, and a maximum leverage ratio of 4.75
times Adjusted EBITDA. In addition, the senior secured credit
facilities contain certain restrictive covenants which, among
other things, limit the incurrence of additional indebtedness,
investments, dividends, transactions with affiliates, asset sales,
acquisitions, mergers and consolidations, prepayments of other
indebtedness, liens and encumbrances and other matters customarily
restricted in such agreements.  They also contain certain
customary events of default, subject to grace periods, as
appropriate.

The company is permitted to incur up to an additional $300 million
of senior secured term debt under the senior secured credit
facilities so long as no default or event of default under the new
senior secured credit facilities has occurred or would occur after
giving effect to such incurrence, and certain other conditions are
satisfied.  The net debt to Adjusted EBITDA calculation measures
the debt the company has on its balance sheet against its Adjusted
EBITDA over the last 12 months. This ratio increased from 5.96:1.0
at December 31, 2006 to 6.00:1.0 at December 31, 2007.  The
company's cash interest coverage ratio measures its Adjusted
EBITDA as a multiple of its cash interest expense over the last 12
months. This ratio was unchanged from the prior year at 1.91:1.0.

            Masonite's $770MM Sr. Sub. Notes Due 2015

The $770 million senior subordinated loan initially carried an
interest rate of LIBOR plus 6.00% and increased over time to a
maximum interest rate of 11% per annum, which was reached in the
second quarter of 2006. On October 6, 2006, the senior
subordinated loan was repaid in full by the automatic issuance of
a new debt obligation comprising a Senior Subordinated Term Loan.
After October 6, 2006, the majority of the lenders elected to
convert their holdings of the Senior Subordinated Term Loan to
Senior Subordinated Notes due 2015, which bear interest 11%, and
are subject to registration rights.

            About Masonite International Corporation

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

                           *     *     *

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


MEDCAP HOLDING: Moody's Junks Rating on $32.380 Million Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the rating of Medcap Holding
V, LLC, Certificates of Participation, Sparks Regional Medical
Center Lease, Series 2002:

  * Certificates of Participation, $32,380,000, downgraded to
    Caa1 from B2; previously downgraded to B2 from Baa3 and
    placed on review for possible downgrade on November 17, 2008

Moody's downgraded the bonds to align the rating with the current
rating of Sparks Regional Medical Center (long term debt rating
Caa1, negative outlook).  Moody's downgraded SRMC on January 28,
2009.

The notes are secured by a mortgage on 19 medical office
facilities leased by Sparks.  The lease is guaranteed by Sparks
Health System and Sparks Medical Foundation, which are affiliated
physician organizations.  The lease expires on June 30, 2017,
subject to an option to extend.  The transaction is structured
with a residual value insurance policy issued by R.V.I. America
Insurance Company (financial strength rating at A3 -- stable
outlook).  The facilities are located in Arkansas and Oklahoma.

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as: i) the nature, sufficiency and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor; ii) an analysis of the collateral being
securitized; iii) an analysis of the policies, procedures and
alignment of interests of the key parties to the transaction, most
notably the originator and the servicer; iv) an analysis of the
transaction's governance and legal structure; and vi) a comparison
of these attributes against those of other similar transactions.

In rating this transaction, Moody's used its credit-tenant lease
financing rating methodology.  Under Moody's CTL approach, the
rating of a transaction's certificates is primarily based on the
senior unsecured debt rating (or the corporate family rating) of
the tenant, usually an investment grade rated company, leasing the
real estate collateral supporting the bonds.  This tenant's credit
rating is the key factor in determining the probability of default
on the underlying lease.  The lease generally is "bondable", which
means it is an absolute net lease, yielding fixed rent paid to the
trust through a lock-box, sufficient under all circumstances to
pay in full all interest and principal of the loan.  The leased
property should be owned by a bankruptcy-remote, special purpose
borrower, which grants a first lien mortgage and assignment of
rents to the securitization trust.  The dark value of the
collateral, which assumes the property is vacant or "dark", is
then examined; the dark value must be sufficient, assuming a
bankruptcy of the tenant and rejection of the lease, to support
the expected loss consistent with the certificates' rating.  The
certificates' rating will change as the senior unsecured debt
rating (or the corporate family rating) of the tenant may change.
Moody's also considers the overall structure and legal integrity
of the transaction.


METOKOTE CORPORATION: Moody's Downgrades Corporate Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded MetoKote's Corporation
Corporate Family Rating and first lien senior secured credit
facilities to B3 from B2.  The Probability of Default rating was
also lowered to Caa1 from B3.  The company's rating outlook was
revised to negative from stable.

John Zhao, Moody's analyst stated, "We expect that MetoKote's run-
rate credit metrics over the next 6-12 months would no longer
support a B2 rating."

The downgrade and negative outlook reflects the intensifying
challenges facing MetoKote's top-line due to a precipitous and
potentially prolonged decline in production volume in the
automotive industry in North America.  Although in recent years
the company has diversified its industry concentration with the
auto sector, it still generates roughly 49% of sales from
automotive end markets (approximately 27% from Detroit-3 auto
makers).  In Moody's opinion, MetoKote should experience
significant margin deterioration due to the pace and magnitude of
these anticipated volume declines in the coming year given its
relatively high operating leverage.  The company's pricing
protection mechanism, built into some of its contracts, is
unlikely to fully offset this severe volume reduction per Moody's
estimate.  Therefore, the company will likely experience
considerable strain to profitability, liquidity, and covenant
compliance in the intermediate term.  Tempering the above credit
risks are the company's modest financial leverage and its leading
position in the niche outsourced industrial coating market.

MetoKote's liquidity profile is expected to be adequate capturing
Moody's expectation of breakeven free cash flow that should cover
its capital expenditure and other fixed charges over the next
twelve months.  However, the company's liquidity profile could be
tempered by the tightening financial covenants. In particular,
Moody's notes that the company leverage covenant cushion would
likely erode appreciably from current levels as its top-line and
profitability soften over the next four quarters.  In addition,
MetoKote's liquidity could become constrained if the working
capital needs increase abruptly and substantially, such as if its
account receivables collection gets disrupted or delayed due to
potential bankruptcy filings of its major customers.

These ratings are affected:

  * Corporate Family Rating -- downgraded to B3 from B2

  * Probability of Default Rating -- downgraded to Caa1 from B3

  * First-lien Senior Secured Credit Facility -- downgraded to B3
    (LGD-3, 35%) from B2 (LGD-3, 33%)

The rating outlook is negative.

The last rating action was on March 16, 2005 when the company's
CFR was lowered to B2 from B1.

MetoKote provides a full suite of outsourced industrial coating
services to manufacturers in North America, Europe, and Brazil.
The company offers solutions either within a customer's facility
or at one of MetoKote's regional facilities.  End markets served
include automotive, heavy truck, agriculture, construction, metal
furniture, appliances, and consumer products.  For the trailing
twelve month period ended July 31, 2008, the company's global
operations generated approximately $222 million in revenue.


MIGENIX INC: Files Short Form Prospectus & Signs UTC Agreement
--------------------------------------------------------------
MIGENIX Inc. is distributing to the holders of its outstanding
common shares of record at 5:00 pm, Toronto time, on February 2,
2009, rights to subscribe for units of the Corporation.  Each Unit
will consist of one common share and one Common Share purchase
warrant.  Each Warrant will entitle the Holder to purchase one
Common Share at a price of $0.10 per Common Share at any time
before 5:00 pm, Toronto time, on the date that is 12 months
following the closing of the Offering.

The Rights are fully transferable within Canada and will be
evidenced by certificates in registered form.  Each Holder is
entitled to one Right for each Common Share held on the Record
Date.  Two Rights entitle the holder, thereof to purchase one Unit
of the Corporation at a price of $0.05 per Unit prior to 5:00
p.m., Toronto time, on February 26, 2009.  No fractional Units
will be issued.  Rights not exercised before the Expiry Time on
the Expiry Date will be void and of no value.  Holders who
exercise their Basic Subscription Right in full are entitled to
subscribe for additional Units, if available, pursuant to an
additional subscription privilege.

The company filed a Short Form Prospectus with the U.S. Securities
and Exchange Commission on January 26, 2009.  A full-text copy of
the Short Form Prospectus is available for free at:

               http://researcharchives.com/t/s?38de

                    Exclusive Option Agreement

On January 27, 2009, MIGENIX disclosed that it entered into an
exclusive option agreement with United Therapeutics Corporation in
respect of MIGENIX's drug candidate celgosivir.

Pursuant to the option agreement, MIGENIX will conduct certain
specified preclinical work to further characterize and investigate
the utility of celgosivir in the treatment of viral infections.
UTC has agreed to fund the cost of this work as well as certain
other costs related to celgosivir.  Upon completion of the
specified preclinical work and delivery of a final report of the
results by MIGENIX, UTC may, at its sole discretion, exercise an
option to license the rights to celgosivir for use in the
prevention and treatment of viral diseases.  If the option is
exercised by UTC, MIGENIX could receive up to US$18 million in
milestone payments, consisting of an upfront payment, two
development milestone payments and two territorial regulatory
approval milestone payments, as well as single digit royalties
paid upon future sales of celgosivir.  In the event that UTC
exercises its option under the option agreement, UTC has agreed to
assume all future costs related to the development and
commercialization of celgosivir.  MIGENIX anticipates that that
UTC's option to exercise will run into the third quarter of
calendar 2009.

              About United Therapeutics Corporation

United Therapeutics Corporation -- http://www.unither.com/--is a
biotechnology company focused on the development and
commercialization of unique products to address the unmet medical
needs of patients with chronic and life-threatening cardiovascular
and infectious diseases and cancer.

                          About MIGENIX

Headquartered in Vancouver, British Columbia, Canada, MIGENIX Inc.
-- http://www.migenix.com/-- is a biopharmaceutical company
engaged in the research, development and commercialization of
drugs for the treatment of infectious diseases to advance therapy,
improve health and enrich lives.

The Troubled Company Reporter reported on Jan. 6, 2009, that
MIGENIX Inc. incurred significant losses since inception and
as at October 31, 2008, had working capital of approximately
C$0.7 million and an accumulated deficit of approximately
C$143.4 million.

"The company's current financial resources are expected to be
sufficient for operations to February 2009. The company's ability
to realize the carrying value of its assets is dependent on
successfully advancing its technologies to market through the drug
development and approval processes and ultimately achieving future
profitable operations, the outcome of which cannot be predicted at
this time, or in the alternative being able to sell the assets for
proceeds for their carrying value or greater," President & CEO
James DeMesa disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission.

As of October 31, 2008, the company's balance sheet showed total
assets of C$3,675,000 and total liabilities of C$8,930,000,
resulting in total shareholders' deficit of C$5,255,000.

For the three months ended October 31, 2008, MIGENIX incurred a
loss of C$3.3 million and for the six months ended October 31,
2008, the loss is C$6.0 million.


MORGAN STANLEY: Fitch Affirms 'B-' Rating on $15.9 Mil. Class L
---------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Inc., series 1998-
WF2 and assigns Rating Outlooks:

  -- Interest only class X at 'AAA'; Outlook Stable;
  -- $17 million class D at 'AAA'; Outlook Stable;
  -- $21.2 million class E at 'AAA'; Outlook Stable;
  -- $21.2 million class F at 'AAA'; Outlook Stable;
  -- $23.9 million class G at 'AAA'; Outlook Stable;
  -- $10.6 million class H at 'AA'; Outlook Stable;
  -- $8 million class J at 'A'; Outlook Stable;
  -- $8 million class K at 'BB+'; Outlook Stable; and
  -- $15.9 million class L at 'B-' Outlook Stable.

The $5.3 million class M remains at 'CCC/DR2'.

Fitch does not rate the $2.5 million class N certificates. Classes
A-1, A-2, B and C have been paid in full.

The affirmations reflect stable credit enhancement due to
scheduled amortization and steady performance of the outstanding
loans.  As of the January 2009 distribution date, the pool's
aggregate balance has been reduced 87.4%, to $133 million from
$1.06 billion at issuance. One loan is currently defeased (9.1%).
Fitch has identified three Loans of Concern (3.4%), including one
specially serviced asset (1.4%).  The specially serviced asset is
a real estate owned.  The loan is secured by a retail property
located in Lansing, Michigan that has remained 100% vacant since
2002.  Recent valuations of the asset indicate losses upon
liquidation.

The largest Loan of Concern (1.4%) is secured by retail property
in Indianapolis, Indiana.  The property continues to struggle with
leasing vacant space in a soft market.  Occupancy as of September
2008 was 70%.

The largest remaining loan (30.1%) is an office property located
in Washington, D.C.  The fully amortizing loan is scheduled to
mature in 2023 and had a servicer reported YE 2007 debt service
coverage ratio of 1.61 times.

The second largest remaining loan (12.5%) is secured by a hotel in
San Diego, California.  The loan is scheduled to mature in 2013
and had a servicer reported YE 2007 DSCR of 1.78x.

The pool has limited near term maturity, with approximately 2.9%
of the pool maturing in 2010 and only 1.1% in 2011.  Of the loans
remaining in the pool, approximately 52.5% are fully amortizing on
either 15 or 25 year schedules.


MORRIS PUBLISHING: Taps Lazard Freres as Financial Adviser
----------------------------------------------------------
Mark Fitzgerald at Editor and Publisher reports that Morris
Publishing Group, LLC, said that it hired Lazard Freres & Co. LLC
as financial adviser.

Morris Publishing, according to Editor and Publisher, is
struggling under debt.  Morris Publishing must sell sufficient
assets to repay its loans in full, according to the report.  The
report states that the sales or at least letters of intent must be
complete by March 31, 2009, while deals must be wrapped up by May
30.

According to a statement by Morris Publishing, the company also
hired Neal, Gerbert & Eisenberg LLP, a law firm with a well-
regarded bankruptcy practice.

Morris Publishing Chairperson William S. Morris III said in a
statement, "These firms will assist us in evaluating our strategic
options regarding Morris Publishing's existing capital structure."

Morris Publishing Group, LLC --
http://morriscomm.com/divisions/morris_publishing_group/index.shtm
l -- was formed in 2001 and assumed the operations of the
newspaper business segment of its parent, Morris Communications
Co., LLC, a privately held media company based in Augusta,
Georgia.  The company has a concentrated presence in the
Southeast, with four signature holdings: The Florida Times-Union
(Jacksonville), The Augusta Chronicle, Savannah (Georgia) Morning
News and Athens (Georgia) Banner-Herald.  Morris Publishing owns
and operates 13 daily newspapers as well as nondaily newspapers,
city magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Morris Publishing Group LLC to 'CCC' from 'CCC+'.  S&P
said that the rating outlook is negative.  S&P's credit analyst
Liz Fairbanks said that the rating downgrade reflects S&P's
concern that, even with the covenant relief provided in the most
recent executed amendment, the company would be unable to sustain
its current capital structure over the next several quarters.  The
amendment stipulates that the company's parent, Morris
Communications, must sign a letter of intent to consummate a
transaction that would generate sufficient funds to prepay all
loans under the credit agreement or refinance the facility.  S&P
is concerned that the company may file for bankruptcy protection
to reduce its debt outstanding.

According to the TCR on Oct. 21, 2008, Moody's Investors Service
downgraded Morris Publishing's corporate family rating to Caa3
from B3, probability of default rating to Caa3 from Caa1, senior
secured credit facility to B3 from Ba3 and senior subordinated
notes to Ca from Caa1.  The downgrades reflect Moody's belief that
newspaper advertising revenue pressure and the recent amendment to
the senior secured credit facility requiring the company to
consummate a transaction in order to generate sufficient proceeds
to prepay in full or repurchase at par outstanding loans under the
credit facility by May 30, 2009, have heightened the risk of
default.


NATIONAL MESSAGING: To Hold Bulk Sale of Assets on February 16
--------------------------------------------------------------
National Messaging Solutions, Inc. notifies creditors that a bulk
sale is to be made on or about Feb. 16, 2009, of its trade name,
goodwill, equipment and other property located at its chief
executive office at 1803 Holly Ave., Suite 101, Darlen, as well as
its other business addresses at 1017 Burlington Ave., Downers
Grove, and 40 Shuman Boulevard, Naperville, all in Illinois.

The sale will take place through Macon County Title, LLC (Agent),
143 N. Water Street, Decantur, in Illinois and the last date for
filing claims with the Agent shall be Feb. 12, 2009.

National Messaging Solutions, Inc. -- http://www.nmessaging.com/-
- is a communications company, offering connections and commerce
to the largest list of carriers around the globe.  The company has
has been in wireless/mobile technology since its inception in the
U.S. in or around 1990.  National Messaging Solutions, Inc. is
headquartered in Illinois.


NEW YORK TIMES: Newspapers Hit By Revenue Declines, Recession
-------------------------------------------------------------
Robert W. Decherd, president and chairman of A.H. Belo Corp.,
which publishes The Dallas Morning News, said in a Jan. 30 letter
that the rapid deterioration in the U.S. economy has changed the
nature and urgency of re-thinking the company's business model --
"just as every newspaper publisher and companies in virtually
every American industry are compelled to do."

The past two months saw the demise of two major players in the
industry.

Tribune Co., which own leading papers, including the Los Angeles
Times and Chicago Tribune, etc., having collective paid
circulation totaling 2.2 million copies daily and 3.3 million
copies on Sundays, filed for bankruptcy on Dec. 8, 2008.  While
Tribune had a wide portfolio, which included television and radio
broadcasting, the Internet, and other entertainment offering,
including the Chicago Cubs baseball team, it blamed its bankruptcy
filing on the unprecedented decline in the newspaper publishing
industry, which decline exacerbated by the current recession.

The Star Tribune newspaper, which has the highest daily
circulation in the state of Minnesota, and 15th largest daily
newspaper in the United States, sought bankruptcy protection on
Jan. 15 due to its worsening financial conditions and its heavy
debt burden.

"The domestic newspaper industry has been crippled by an
unprecedented and severe decline in advertising revenue," said
The Star Tribune Company CFO David W. Montgomery, in a document
explaining Star Tribune's bankruptcy filing.  "While this decline
has been occurring for several years, the decline has been
accelerated and exacerbated by the recession and the dislocation
of the credit markets."

Aside from Star Tribune and Tribune Co., other newspaper owners
have been hit by the decline in advertisement revenues although
they have been able to avert bankruptcy filing, so far.

                Advertising, Circulation Down

Comparing figures provided by the Audit Bureau of Circulations for
six-month periods ending Sept. 30, 2008, and March 31, 2008, daily
circulation for the top 30 newspapers in the U.S. are down 5.27%:

                                      Daily Circulation
                                    For Six Months Ended
                                    --------------------
                                     09/30/08  03/31/08  % Change
                                     --------  --------  --------
1   USA Today                       2,293,310  2,284,219   0.40%
2   The Wall Street Journal         2,011,999  2,069,463  -2.78%
3   The New York Times              1,000,665  1,077,256  -7.11%
4   Los Angeles Times                 739,147    773,884  -4.49%
5   Daily News - New York, NY         632,595    703,137 -10.03%
6   New York Post                     625,421    702,488 -10.97%
7   Washington Post                   622,714    673,180  -7.50%
8   Chicago Tribune                   516,032    541,663  -4.73%
9   Houston Chronicle                 448,271    494,131  -9.28%
10  The Arizona Republic - Phoenix    413,332    413,332   0.00%
11  Newsday - Melville, NY            377,517    379,613  -0.55%
12  San Francisco Chronicle           339,430    370,345  -8.35%
13  Dallas Morning News               338,933    368,313  -7.98%
14  The Boston Globe                  323,983    350,605  -7.59%
15  Star Tribune - Minneapolis, MN    322,360    345,130  -6.60%
16  The Star-Ledger - Newark, NJ      316,280    334,150  -5.35%
17  The Chicago Sun-Times             313,176    330,280  -5.18%
18  The Plain Dealer - Cleveland, OH  305,529    326,907  -6.54%
19  The Philadelphia Inquirer         300,674    322,362  -6.73%
20  Detroit Free Press                298,243    316,007  -5.62%
21  The Oregonian - Portland, OR      283,321    312,274  -9.27%
22  The Atlanta Journal-Constitution  274,999    308,944 -10.99%
23  The San Diego Union-Tribune       269,819    304,399 -11.36%
24  St. Petersburg Times              268,935    288,669  -6.84%
25  The Sacramento Bee                253,249    268,755  -5.77%
26  The Indianapolis Star             244,796    255,303  -4.12%
27  St. Louis Post-Dispatch           240,796    255,057  -5.59%
28  The Kansas City Star              239,358    252,785  -5.31%
29  The Orange County (CA) Register   236,270    250,724  -5.76%
30  The Mercury News - San Jose, CA   224,199    240,223  -6.67%
                                     --------   --------  ------
                                   15,075,353 15,913,598  -5.27%

Mr. Montgomery, Star Tribune's CEO, said that with respect to the
newspaper industry, print classified advertising dropped by more
than 25% in the first half of 2008 alone, representing a $1.8
billion loss in revenue for domestic newspapers.  The industry, he
added, has suffered historic declines in circulation, which have
not only resulted in decreased circulation revenue, but have also
acted as a further catalyst for declines in advertising revenue.
He noted that much of a newspaper's more profitable print
advertising sales are tied to circulation, which advertisers use
as a proxy for readership.  As circulation has declined,
newspapers have been compelled to charge less for these ads.

Chandler Bigelow III, Tribune's senior vice president and chief
financial officer, said that while the company's newspaper
advertising revenue continues to be in line with other large
metropolitan newspapers, newspaper advertising revenue generally
is in significant decline, down industry-wide 15% to 20% in 2007
in major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

Gannett Co., Inc., which owns the U.S.'s most read newspaper, USA
Today, and 84 other newspapers, said its publishing segment
operating revenues were $1.4 billion for the quarter of 2008,
compared with $1.7 billion in the fourth quarter of 2007, an 18.6%
decline.  Advertising revenues were $963.4 million compared with
$1.2 billion in the fourth quarter of 2007.  At USA TODAY,
advertising revenues were 18.5% lower in the fourth quarter
compared to the fourth quarter in 2007.  Gannett said that its
results were reflective of "unprecedented turmoil in the economies
of both the U.S. and the UK and in the financial market", although
the results of its broadcasting and digital segments were largely
unchanged.

New York Times Co. disclosed that in the fourth quarter of 2008
total revenues decreased 10.8% to $772.1 million, as advertising
revenues decreased 17.6%.  The New York Times publisher said
revenues decreased mainly due to lower print advertising.  "The
disruptions of the global economy are affecting all businesses and
industries, especially companies, such as ours, that generate a
significant portion of their revenues from advertising," said
Janet L. Robinson, NYT president and CEO.

Cablevision Systems Corporation, which bought Newsday from Tribune
Co. in July 2008, has yet to reveal its fourth quarter results on
Feb. 23.  It recorded $73,468,000 in revenues from its newspaper
publishing group in three months ended Sept. 30, 2008.

Other firms are scheduled to release their fourth quarter results
on these dates:

    Company               Earnings Release Date
    -------               --------------------
    News Corporation         02/05/09
    Washington Post Co.      02/25/09
    Cablevision              02/23/09
    A.H. Belo Corp.          02/17/09
    Sun-Times Media Group    03/09/09
    The McClatchy Company    02/05/09
    Journal Register Co.     02/02/09
    Gatehouse Media Inc.     03/09/09
    American Media Inc.      __/__/09

Firms that are privately held, like Hearst Corporation, owner of
the San Francisco Chronicle, do not publicly disclose their
financial results.

          Rising Internet Traffic Cutting Print Revenues

Various reports say that newspaper revenues have been decreasing,
as readers have shifted to the Web.  According to Bloomberg,
rising Internet use have hurt magazines and newspapers.

While overall revenues fell, New York Times' Internet businesses,
which include NYTimes.com, About.com, Boston.com and other company
Web sites, increased 6.5% to $351.7 million in 2008 from
$330.2 million in 2007, and Internet advertising revenues
increased 9.3% to $308.8 million from $282.5 million.  In total,
Internet businesses accounted for 12.0% of the company's revenues
in the fourth quarter versus 11.0% in the 2007 fourth quarter.

Lee Enterprises Incorporated (NYSE: LEE), which runs 49 daily
newspapers, including the St. Louis Post-Dispatch, said that
Circulation revenues dropped 4.5% to $47.56 million.  Combined
print and online advertising revenue dropped 15.2% to $184.6
million, with retail advertising down 9.8%, and classified down
27.1%.

                          More Writedowns

While the Washington Post Co. (NYSE:WPO) has yet to reveal its
quarterly results, it announced on Jan. 15 a regular quarterly
dividend of $2.15 per share, payable on Feb. 6, 2009.  On Jan. 23,
Washington Post said it would take a $70 million impairment charge
after concluding that the estimated fair value of its online lead
generation business is less than its reported carrying value.
Reuters notes that the Post is one of several U.S. newspaper
publishers that have written down the value of their properties as
advertising revenue shrinks.

According to Reuters, The New York Times, Lee Enterprises (LEE.N)
and McClatchy Co. (MNI.N) and other publishers have written down
billions of dollars in the past several years.  In fiscal 2008,

Lee Enterprises recorded after-tax non-cash charges totaling
$893.7 million to reduce the carrying value of goodwill, other
assets and the company's investment in TNI Partners.

On Jan. 28, American Media Operations, Inc., operating subsidiary
of American Media Inc., leading publisher of celebrity journalism
and health and fitness magazines in the U.S., said it is in the
process of performing impairment testing of its tradenames and
goodwill.  AMOI expects to record impairment charges for its
titles of between $200 million and $220 million with respect to
certain of its tradenames and goodwill.

               Heavy Debt Burden, Liquidity Problems

Aside from declining revenues, some of the newspaper publishers
were highly leveraged, limiting their flexibility and ability to
address liquidity constraints.

At that time of its bankruptcy filing Tribune Co. owed $13 billion
in total funded debt.  Starting June 30, 2008, Star Tribune
stopped making payments scheduled quarterly interest, which
reached $20 million as of its bankruptcy petition in January 2009.
While Star Tribune had $26.9 million in cash as of Dec. 31, 2008,
its liabilities reached $661.1 million, including $392.5 million
owed on its first lien debt and $96 million owed on its second
loan debt, paling in comparison to assets of only $493.2 million.

Lee Enterprises also is trying to renegotiate $306 million in debt
that it assumed when it bought Pulitzer Inc. in 2005.  Of that,
$142.5 million is due in April and Lee's auditors have said Lee
can't afford to pay it, the St. Louis Post-Dispatch said.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.  The amendment would, among other things, allow the
company to repurchase outstanding term loans under the facility at
prices below par through a modified Dutch auction through
December 31, 2011.  The company is seeking the consent of the
requisite lenders by 5:00 pm (Eastern Time) Monday, February 2,
2009, in order to effect the amendment

American Media, publisher of celebrity journalism and health and
fitness magazines including Star, Shape and the National Enquirer,
made tender offers for $570 million of its outstanding senior
subordinated notes, which comprise (i) $400,000,000 principal
amount of 10.25% Series B Senior Subordinated Notes due 2009 and
$14,544,000 aggregate principal amount of 10.25% Series B Senior
Subordinated Notes due 2009, and (ii) $150,000,000 aggregate
principal amount of 8 7/8% Senior Subordinated Notes due 2011 and
$5,454,000 aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2011.

American Media, through its AMOI subsidiary will exchange those
Notes with (a) $21,245,380 principal amount of 9% senior PIK notes
due 2013, (b) $300,000,000 principal amount of the company's 14%
senior subordinated notes due 2013, and (c) 5,700,000 shares of
Media's common stock, representing 95% of American Media's
outstanding shares of common stock.  The offer expired Jan. 29.
As of Jan. 9, AMOI has entered into agreements with holders of 81%
of the outstanding aggregate principal amount of the 2009 Notes
and 69% of the outstanding aggregate principal amount of the 2011
Notes.  The tender offer conditioned upon, among other things,
receipt of tenders and related consents by holders of at least 98%
of each series of the Existing Notes.  Pursuant to forbearance
agreements, holders of the Existing Notes have agreed to forbear
until 5:00 p.m., New York City time, on February 4, 2009, from
exercising any remedies under the indentures governing the
Existing Notes as a result of AMOI's.

Sun-Times Media Group, Inc. (Pink Sheets: SUTM), which owns the
Chicago Sun-Times, informed investors on Jan. 29 that an
arbitrator has awarded CanWest Global Communications Corp., a
Canadian media company, CN$51 million, exclusive of interest and
costs, in connection with a dispute relating to CanWest's purchase
of newspaper assets from Sun-Times Media in 2000.  On Dec. 19,
2003, CanWest pursued arbitration, in connection with its claim
that Sun-Times owed CN$84.0 million related to the transaction.
As of Sept. 30, 2008, the company had a reserve established in
respect of the arbitration in the amount of CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.  The Chicago Tribune noted that as of
Sept. 30, Sun-Times Media had cash of $99.8 million, but the
company faces a number of tax and other liabilities.  After a big
write-down of intangible assets during the third quarter, Sun-
Times' negative worth, or negative shareholder equity, widened to
$321.7 million, the Chicago Tribune said.

In Jan. 28, Washington Post said it's selling $400 million in
fixed-rate notes at a price of 99.614% of par for an effective
yield of 7.305% per annum.  The ten-year notes will have a coupon
of 7.25% per annum, payable semi-annually on February 1 and August
1, beginning August 1, 2009.  The company intends to use the net
proceeds from the sale of the notes to repay $400 million of notes
that mature on February 15, 2009.

           Sale of Assets, Job Cuts to Stem Losses

A.H. Belo's Mr. Decherd said in his Jan. 30 letter to employees
that the decline in advertising revenues for the newspaper
industry and all media persists, and that the key for the company
is to generate and preserve cash.  He stated that the company
needs to reduce its workforce as the revenue trends do not support
or require the same number of people the company has employed.
The reduction will "probably be in the range of 500 jobs."  He
added that the company would suspend the A. H. Belo Savings Plan
match and will cut reimbursements policies to employees.
"Similarly, it is no longer reasonable for the Company to provide
free parking in downtown Dallas," he said.  A monthly charge of
$40 will take effect May 1, 2009 for all downtown Dallas surface
lots owned by the company.

On Jan. 9, Hearst Corp. announced that it is offering for sale the
Seattle Post-Intelligencer and its interest in a joint operating
agreement under which the P-I and The Seattle Times are published.
Hearst said that should a sale not occur within 60 days, it will
pursue options, "including a move to a digital-only operation with
a greatly reduced staff or a complete shutdown of all operations."
"In no case will Hearst continue to publish the P-I in printed
form following the conclusion of this process."  The P-I, which
Hearst has owned since 1921, has had operating losses since 2000.
The P-I lost approximately $14 million in 2008 and its forecast
anticipates a greater loss in 2009.  Hearst also denied
speculations it is interested in acquiring The Seattle Times.

On Jan. 28, 2009, The New York Times Co., which also owns the
International Herald Tribune and The Boston Globe, announced that
it has retained Goldman, Sachs & Co. as its financial advisor to
explore the possible sale of its 17.75% ownership interest in New
England Sports Ventures, LLC.  NESV owns the Boston Red Sox,
Fenway Park and adjacent real estate, approximately 80 percent of
New England Sports Network, the top rated regional cable sports
network in the country delivered to more than four million homes
throughout New England and nationally via satellite, and 50
percent of Roush Fenway Racing, a leading NASCAR team.

Tribune Co., which is in the U.S. Bankruptcy Court for the
District of Delaware to delever its balance sheet, is arranging
the sale of its Chicago Cubs baseball team.

Times Publishing Co., which publishes the St. Petersburg Times,
one of the most respected regional newspapers in the U.S., is
exploring the sale of Congressional Quarterly, Inc.  Based in
Washington, D.C., Congressional Quarterly publishes news and
information on politics, public policy and legislative activity at
the federal, state and local levels.

The McClatchy Company, which has 30 daily newspapers, including
The Miami Herald, The Sacramento Bee, and the Fort Worth Star-
Telegram, said that it will suspend its quarterly dividend after
paying the first quarter 2009 dividend for the foreseeable future
in order to preserve cash for debt repayment.  The first quarter
2009 dividend of nine cents per share is half the per share
dividend paid in the 2008 first quarter.

On Jan. 30, Editor & Publisher reported that the Journal Register
Co. announced the sale of The Hershey (Pa.) Chronicle to The Sun
in Hummelstown, Pa.  On Jan. 7, Journal Register said it has
signed an agreement with Central Connecticut Communications
regarding a sale of The Bristol Press, The Herald of New Britain
and The Sunday Herald Press from Journal Register Company.  The
sale includes the assets of the papers' web sites and of three
nearby weeklies, the Wethersfield Post, the Newington Town Crier
and the Rocky Hill Post.  As of November 2008, JRC owned 22 daily
newspapers and approximately 300 non-daily publications.

                   Some Newspapers to Reach End

According to a blog by Douglas A. McIntyre posted Jan. 11 at 24/7
Wall St., twelve major media brands are likely to close in 2009,
as Journal Register and Gatehouse, and McClatchy have struggled.
It noted that The Seattle Post-Intelligencer, Denver's Rocky
Mountain News, The Miami Herald and the San Francisco Chronicle
are on the block, and may be shut if no buyers emerge.  The New
York Daily News and The New York Observer are also at risk,
according to the report.

The United Press International Inc. reported Jan. 9 that  Sun-
Times Media said it would close 12 weekly newspapers to cut
expenses as advertising revenues have fallen.  The 12 suburban
newspapers scheduled to close are part of 51 newspapers published
by Pioneer Press, which the Sun-Times purchased in 1989.  The
newspapers, scheduled to fold Jan. 15, cover mostly the northwest
suburbs of Chicago, Crain's Chicago Business reported Friday.

According to CT Business Journal, Journal Register closed
16 newspapers in Connecticut in December.  The papers affected
include the Branford Review, Clinton Recorder, Hamden Chronicle,
Milford Weekly, North Haven Post, Shelton Weekly, Stratford Bard,
West Haven News, Wallingford Voice, East Haven Advertiser and
others.

                      Hanging In the Balance

While Tribune Co., and Star Tribune have filed for bankruptcy,
other newspaper publishers' fate are hanging in the balance.

American Media's revolving facility, of which $60 million is
outstanding and the term loan facility, of which $439.6 million is
owed, both will mature on February 1, 2009 if the company has more
than $25.0 million of the 10.25% Series B Senior Subordinated
Notes due May 1, 2009 outstanding on February 1, 2009.  According
to Crain's New York, John Page, senior analyst at Moody's, said it
was unclear what the banks would do with the company if an
agreement couldn't be reached with bondholders.  "It's a difficult
environment to be selling assets," he said.  In its form 10-Q for
the third quarter of 2008, American Media Operations said if it is
unable to extend or refinance the Notes, the 2006 Credit Agreement
will likely mature early and the Company will not have sufficient
funds to repay such indebtedness.  "In such event, the Company may
have to liquidate assets on unfavorable terms, or be unable to
continue as a going concern, and incur additional costs associated
with bankruptcy."

Lee Enterprises' waiver of covenant conditions related to the $306
million Pulitzer Notes debt of its subsidiary St. Louis Post-
Dispatch LLC expire Feb. 6, 2009.  The Pulitzer Notes mature in
April 2009.  Lee says discussions with lenders continue.

The struggles of the newspaper industry have also resulted to
pulp- and paper-related bankruptcies.  Paperboard and paper-based
packaging Smurfit-Stone Corp., filed for Chapter 11 on Jan. 26,
and Corp. Durango SAB, Mexico's largest papermaker, sought U.S.
bankruptcy in October.  Magazine printer, Quebecor World Inc., and
pulp mill operator Pope & Talbot Inc., have also sought bankruptcy
protection in Canada and the U.S.

                        About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, The
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.


NEW YORK TIMES: Reports 10.8% Decrease in Q4 Revenues
-----------------------------------------------------
The New York Times Company reported fourth-quarter 2008 earnings
per share from continuing operations of $0.19, including $0.10 per
share for severance costs and a non-cash charge totaling $0.07 per
share for the write-down of assets, compared with $0.37 EPS in the
fourth quarter of 2007, which included $0.07 per share for
severance costs and non-cash charges totaling $0.07 per share for
the write-down of assets.

Fourth-quarter 2008 operating profit from continuing operations
decreased to $63.3 million from $101.5 million in the 2007 fourth
quarter.  Excluding depreciation and amortization and the special
items noted below, operating profit from continuing operations
decreased to $118.5 million from $159.2 million in the 2007 fourth
quarter.

"The disruptions of the global economy are affecting all
businesses and industries, especially companies, such as ours,
that generate a significant portion of their revenues from
advertising," said Janet L. Robinson, president and CEO.  "In this
time of unprecedented change, we are responding strategically and
creatively to manage our businesses and prepare for our future,
while preserving the flexibility to navigate this difficult
period. You have seen that in our decisions to restructure our
cost base, to preserve capital by reducing our dividend, and to
improve our financial position by completing the transaction
announced last week. And you see that daily in how we are
responding to the present realities of our markets.

"As the economy deteriorated in the quarter, advertisers
significantly reduced their spending. After growing almost 15
percent in the first nine months of last year, digital advertising
decreased 3.5 percent in the fourth quarter as online marketers
cut back on display ads in response to worsening business
conditions. Despite the deepening recession, our circulation
revenues increased 3.7 percent as a result of higher prices at The
New York Times, The Boston Globe and our smaller newspapers. This
is a testament to the value our readers believe we bring to them.

"Our cost performance was exceptional in the quarter, as operating
costs fell 8.5 percent. For the year, operating costs dropped 4.7
percent or approximately $136 million, despite significantly
higher newsprint prices. Earlier this month, we completed the
closure of our retail and newsstand distribution business in the
New York metropolitan area. This is expected to improve operating
results by approximately $27 million on an annual basis, excluding
one-time costs. Many other expense reduction initiatives, such as
the consolidation of our Boston printing facilities, are planned
for 2009.

"As we look ahead, we believe advertisers will continue to be
cautious with their budgets, particularly in the early part of
this year. To date in January the rate of decline in print
advertising revenue has accelerated from what we saw in December,
while that of digital is similar to last month. During this
difficult time in our business and the economy, executing well on
our strategy of providing outstanding journalism, developing new
revenue streams, restructuring our cost base and improving our
financial flexibility will help us meet the challenges we face."

Special Items

Fourth-quarter 2008 results from continuing operations included:

    * A non-cash charge of $19.2 million ($10.7 million after tax,
or $.07 per share) for the write-down of an intangible asset at
The International Herald Tribune, whose results are included in
The New York Times Media Group.

Fourth-quarter 2007 results from continuing operations included:

    * A non-cash charge of $11.0 million ($6.4 million after tax,
or $.04 per share) for the write-down of an intangible asset at
the Worcester Telegram & Gazette, whose results are included in
the New England Media Group, and

    * A non-cash charge of $7.1 million ($4.1 million after tax,
or $.03 per share) for the write-down of our 49 percent investment
in Metro Boston LLC, which publishes a free daily newspaper in the
Greater Boston area. This charge is included in "Net income/(loss)
from joint ventures" in our Condensed Consolidated Statements of
Operations.

These items total a loss of $18.1 million ($10.5 million after
tax, or $.07 per share) in the fourth quarter of 2007.

Comparisons

Unless otherwise noted, all comparisons are for the fourth quarter
of 2008 to the fourth quarter of 2007. The results of the
Broadcast Media Group, which was sold in the second quarter of
2007, are reported within discontinued operations.

This release includes non-GAAP financial measures, and the
exhibits include a discussion of management's use of these non-
GAAP financial measures and reconciliations to the most comparable
GAAP financial measures.

Fourth-Quarter Results from Continuing Operations

Revenues

Total revenues decreased 10.8 percent to $772.1 million from
$865.8 million. Advertising revenues decreased 17.6 percent;
circulation revenues increased 3.7 percent; and other revenues
declined 2.5 percent. Revenues decreased mainly due to lower print
advertising.

Operating Costs

Operating costs decreased 8.5 percent to $689.6 million from
$753.2 million. Depreciation and amortization decreased 23.0
percent to $36.0 million from $46.7 million primarily because
certain assets at The New York Times Media Group reached the end
of their depreciation period during the first nine months of 2008.

Severance costs were $24.1 million ($13.7 million after tax, or
$.10 per share), which included $19.9 million for the closure of
City & Suburban (C & S), the Company's retail and newsstand
distribution subsidiary that was closed in early January. In the
fourth quarter of 2007, the Company had $17.8 million ($10.1
million after tax, or $.07 per share) in severance costs.

Excluding depreciation and amortization and severance costs,
operating costs decreased 8.6 percent to $629.5 million from
$688.8 million, mainly due to lower compensation costs and
benefits expense. At year-end 2008, the number of full-time
equivalent employees at the Company was down approximately 9
percent from the prior year.

Newsprint expense increased 11.0 percent, stemming from a 33.3
percent increase in prices, offset in part by a 22.3 percent
decrease in consumption.

Fourth-Quarter Business Segment Results

News Media Group

Total News Media Group revenues decreased 11.1 percent to $742.2
million from $835.0 million.

Advertising revenues decreased 18.4 percent, mainly due to
weakness in print advertising at all of the Company's major
properties.

Circulation revenues increased 3.7 percent, primarily because of
higher prices at each of the Company's media groups, partially
offset by volume declines.

Other revenues decreased 2.9 percent primarily due to lower direct
mail advertising services and lower commercial printing revenues
at the New England Media Group.

Total News Media Group operating costs decreased 8.0 percent to
$657.9 million from $714.9 million. Excluding depreciation and
amortization and severance costs, operating costs decreased 8.1
percent to $603.3 million from $656.2 million, mainly as a result
of the items noted in the operating costs section above.

Operating profit for the News Media Group decreased 40.3 percent
to $65.2 million from $109.1 million. Excluding special items,
operating profit before depreciation and amortization decreased
28.7 percent to $114.8 million from $161.0 million.

About Group

Total About Group revenues decreased 2.9 percent to $29.8 million
from $30.7 million, due to a decrease in display advertising.

Total About Group operating costs increased 3.6 percent to $19.8
million from $19.1 million. Excluding depreciation and
amortization, operating costs increased 8.9 percent to $16.6
million from $15.3 million, mainly because of investments in new
revenue initiatives that resulted in higher marketing costs.
Depreciation and amortization was lower, primarily because an
asset reached the end of its amortization period in the second
quarter of 2008.

Operating profit declined 13.8 percent to $10.0 million from $11.6
million. Operating profit before depreciation and amortization
decreased 14.6 percent to $13.2 million from $15.4 million, mainly
due to lower display advertising revenue.

Corporate

Corporate costs were $11.8 million compared with $19.2 million in
the prior-year fourth quarter mainly due to lower stock-based
compensation and benefits expense.

Other Financial Data

Internet Revenues

Internet businesses include NYTimes.com, About.com, Boston.com and
other company Web sites. In the fourth quarter, the Company's
Internet revenues decreased 2.9 percent to $92.5 million from
$95.2 million in the fourth quarter of 2007, and Internet
advertising revenues declined 3.5 percent to $81.9 million from
$84.9 million.

For the year, the Company's Internet revenues increased 6.5
percent to $351.7 million from $330.2 million in 2007, and
Internet advertising revenues increased 9.3 percent to $308.8
million from $282.5 million.

In total, Internet businesses accounted for 12.0 percent of the
Company's revenues in the fourth quarter versus 11.0 percent in
the 2007 fourth quarter. For the year, Internet businesses
accounted for 11.9 percent of the Company's revenues versus 10.3
percent of total revenues in 2007.

Joint Ventures

Net income from joint ventures was $1.8 million in the fourth
quarter of 2008 and $17.1 million for the full year of 2008
compared with a net loss from joint ventures of $10.6 million in
the fourth quarter of 2007 and $2.6 million for the full year of
2007. In 2008, the paper mills in which the Company has equity
interests benefited from higher paper prices. The third quarter of
2008 included a charge of $5.6 million and the fourth quarter of
2007 included a charge of $7.1 million for the write-down of the
Company's 49 percent investment in Metro Boston LLC.

Interest Expense-net

Interest expense-net increased to $12.3 million from $10.9
million, primarily as a result of less capitalized interest.

Income Taxes

The Company had income tax expense of $25.1 million for the fourth
quarter of 2008 and an income tax benefit of $5.7 million for the
full year of 2008. In 2007, the Company had income tax expense of
$27.4 million for the fourth quarter and $76.1 million for the
full year. The Company's effective income tax rate was 47.4
percent in the fourth quarter and 8.0 percent for the full year of
2008 compared with 34.3 percent in the fourth quarter and 41.2
percent for the full year of 2007.

The fourth-quarter effective income tax rate was unfavorably
affected by non-deductible losses on investments in corporate-
owned life insurance policies. For the full year, the effective
income tax rate was unfavorably affected by non-deductible losses
on investments in corporate-owned life insurance policies and a
non-deductible goodwill impairment charge.

Cash and Total Debt

At the end of the quarter, cash and cash equivalents were
approximately $57 million and total debt was approximately $1.1
billion. The Company's current sources of short-term funding are
its revolving credit agreements under which it had approximately
$380 million in borrowings outstanding at the end of the quarter.

Capital Expenditures

In the fourth quarter, total capital expenditures were
approximately $32 million and for the full year, capital
expenditures totaled approximately $127 million.

Pension Obligations

Due to significant declines in the equity markets in 2008, the
Company's funded status of its qualified pension plans has been
adversely affected. At the end of 2008, the Company's underfunded
pension obligation is estimated to be approximately $625 million.
Assuming the equity markets do not sufficiently recover, the
discount rate does not increase and there is no further
legislative relief, the Company will be required to fund this
deficiency over a seven-year period. The Company expects there
will be no contributions required in 2009 because of its pension
funding credits. The Company will also continue to assess whether
to make discretionary contributions after considering the funded
status of its plans, movements in the discount rate, investment
performance and other factors.

Expectations

For 2009, the Company expects depreciation and amortization to be
$140 to $150 million, which includes accelerated depreciation of
approximately $5 million related to the closing of its printing
plant in Billerica, Mass. It projects capital expenditures to be
approximately $80 million, including about $27 million for a plant
consolidation and a systems project at the News Media Group.

                       About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.


NEW YORK TIMES: Retains Goldman for Sale of Red Sox Stake
---------------------------------------------------------
The New York Times Company has retained Goldman, Sachs & Co. as
its financial advisor to explore the possible sale of the
Company's 17.75% ownership interest in New England Sports
Ventures, LLC.

NESV owns the Boston Red Sox, Fenway Park and adjacent real
estate, approximately 80% of New England Sports Network, the top
rated regional cable sports network in the country delivered to
more than four million homes throughout New England and nationally
via satellite, and 50% of Roush Fenway Racing, a leading NASCAR
team.  The Times Company acquired its interest in NESV in February
2002.

Interested parties should contact Gregory Lee at Goldman, Sachs &
Co. (telephone 212-902-7584).

                      About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.


NEW YORK TIMES: Settles Suit Filed by Gatehouse Media
-----------------------------------------------------
GateHouse Media and The New York Times Company, parent of The
Boston Globe and Boston.com, announced today that they have
reached a settlement in the case of GateHouse Media Massachusetts
I, Inc. v. The New York Times Company.

Under the terms of the settlement, neither party paid damages or
admitted any wrongdoing.  Other terms agreed by the parties are:

(1) Pursuant to discussions between appropriate technical
     personnel of the respective parties, GateHouse will
     implement one or more commercially reasonable technological
     solutions intended to prevent NYT's copying of any original
     content from GateHouse's Web sites and RSS feeds, including
     but not limited to its http://wickedlocal.com/Web sites,
     which NYT will not directly or indirectly circumvent.  To the
     extent that the Solution(s) are ineffective, GateHouse may
     notify NYT in writing of the implementation of the
     Solution(s).  If notification is received, NYT will
     acknowledge the notification and promptly refrain from any
     activity the Solution(s) was intended to prevent;

(2) NYT will remove all GateHouse RSS feeds from the
     aggregation tool currently being used to copy and display
     GateHouse's original headlines and ledes on
     http://www.boston.com/yourtown Web sites, and will
     refrain from accessing the feeds for so long as GateHouse
     maintains any of the Solution(s); and

(3) NYT will take reasonable commercial steps to ensure that
     all headlines and leeks originally published by GateHouse
     that are or have been existing and displayed on
     boston.com's yourtown Web sites, and all related source
     attributions, are removed from those Web sites and any
     related archives by no later than March 1,  2009.  To the
     extent that such reasonable commercial steps are
     ineffective to remove the previously posted headlines and
     ledes, and GateHouse becomes aware of the presence of any
     such headlines and ledes still displayed on boston.com's
     yourtown Web sites, it may notify NYT in writing to demand
     the removal of the headlines and ledes.  NYT will
     promptly take reasonable commercial steps to comply with
     those demands.

                         Parties' Dispute

GateHouse's lawsuit challenged the repeated conduct of defendant's
boston.com since November 2008 in copying and displaying verbatim
on boston.com's "YourTown" Web sites for the Boston suburbs of
Needham, Newton and Waltham headlines and leading sentences from
news articles taken from GateHouse's local newspapers and its
hyper-local Web sites for each of those towns at WickedLocal.com.

Boston.com has reproduced this information without GateHouse's
authorization or consent, and has done so in a manner which
confuses the public as to the original source of the information
by passing off GateHouse's original content as its own and which
completely relies on the expertise, experience, efforts,
expenditures and resources of GateHouse. This is both copyright
and trademark infringement, as well as unfair competition.

The New York Times, in response, claimed that certain of
GateHouse's own practices somehow qualify as copyright
infringement.  These in no way involve the predatory practice of
copying a competitor's content on a daily basis to be offered as a
substitute product to consumers and advertisers in the very same
market, piggybacking on the competitor's resources, GateHouse
said.

GateHouse's President and Chief Operating Officer, Kirk Davis,
said: "By trying to equate its conduct with legitimate and
widespread linking practices which permeate the Internet, it is
The New York Times' counterclaims that threaten those established
practices as well as fair competition in online journalism. The
simple reality is that The New York Times chose to disregard these
principles with its serial copying and display of GateHouse's
original content on the boston.com "YourTown" websites, which it
has turned around and offered to readers in the same towns served
by GateHouse's WickedLocal websites. We will defend these
meritless counterclaims vigorously and consistent with controlling
legal principles of fair use."

                       About Gatehouse Media

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

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

                      About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, The
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.


NEWCASTLE INVESTMENT: Gets Continued Listing Notice from NYSE
-------------------------------------------------------------
Newcastle Investment Corp. received on January 26, 2009, a
notification from the New York Stock Exchange that the Company was
not in compliance with one of the NYSE's continued listing
standards, which requires that the average closing price of the
Company's common shares equal at least $1.00 per share over a 30
consecutive trading-day period.

Under NYSE rules, the Company has a period of six months to bring
its average common share price above $1.00 per share in order to
avoid the delisting of its common shares.  The Company's common
stock will continue to be listed on the NYSE during this interim
period, subject to compliance with other NYSE requirements and the
NYSE's right to reevaluate continued listing determinations. In
accordance with the NYSE's rules, in order to maintain the listing
of its common shares, the Company will notify the NYSE within 10
business days of receipt of the non-compliance notice, of its
intent to cure this deficiency.

The non-compliance notice pertains only to the Company's common
shares and does not pertain to any series of the Company's
preferred shares, which remain listed on the NYSE.

                   About Newcastle Investment

Newcastle Investment Corp. -- http://www.newcastleinv.com/--
invests in real estate debt and other real estate related assets.
Newcastle is organized and conducts its operations to qualify as a
real estate investment trust for federal income tax purposes.
Newcastle is managed by an affiliate of Fortress Investment Group
LLC, a global alternative asset manager with approximately
$34.3 billion in assets under management as of September 30, 2008.


NEXCEN BRANDS: BTMU Loan Amended; Interest on Class B Notes Cut
---------------------------------------------------------------
NexCen Brands, Inc., entered into an amendment of its credit
facility with BTMU Capital Corporation.  The amendment reduces the
interest rate on the Class B Notes, the outstanding balance for
which total approximately $41.7 million, to 8% per year effective
January 20, 2009, through July 31, 2011, the maturity date on the
Notes.  As a result of the interest rate change, the Company
anticipates interest expense reductions of approximately $2.2
million in 2009, $2.8 million in 2010 and $1.5 million in 2011.
Prior to the amendment, the interest rate on the Class B Notes was
12% from August 15, 2008, through July 31, 2009, then 15% from
August 1, 2009, through maturity of the Notes.

In addition to the change in interest rate on the Class B Notes,
the amendment also gives the Company greater operating flexibility
by:

   (i) reducing the debt service coverage ratio for 2009;

  (ii) allowing certain funds paid by supply vendors to be
       excluded from debt service obligations and capital
       expenditure limitations;

(iii) narrowing the covenant causing a manager event of default
       upon NexCen filing a qualified financial statement to
       exclude the 2008 fiscal year; and

  (iv) eliminating the requirement for valuation reports for
       fiscal year 2008 unless requested by BTMUCC.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated,
"We are extremely pleased with the continued support of our
lender.  The amended terms of our credit facility with BTMUCC
reduce our interest rate and annual interest expense through 2011.
Importantly, with the divestitures of Waverly and Bill Blass last
quarter, we have reduced the Company's debt by
$34 million, or 24%, to approximately $142 million as of
December 31, 2008.  We anticipate a meaningful reduction in
interest expense in 2009 based on the Company's reduced debt
level, the reduced interest rate on the Class B Notes and the
dramatic drop in LIBOR.  We have made significant progress in our
revised business strategy focusing on franchising and continue to
strengthen the financial position of the Company."

                      About NexCen Brands

NexCen Brands Inc. (PINK SHEETS: NEXC.PK) --
http://www.nexcenbrands.com/-- acquires and manages global
brands, generating revenue through licensing and franchising.  The
company own and license the Bill Blass and Waverly brands, well as
seven franchised brands.  Two franchised brands -- The Athlete's
Foot and Shoebox New York -- sell retail footwear and accessories.
Five are quick-service restaurants -- Marble Slab Creamery,
MaggieMoo's, Pretzel Time, Pretzelmaker, and Great American
Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *     *

The company believes that there is substantial doubt about its
ability to continue as a going concern, and pending completion of
an independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008, on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORANDA ALUMINUM: Power Outage Cues S&P's Rating Cut to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Franklin, Tennessee-based Noranda Aluminum Holding
Corp. and Noranda Aluminum Acquisition Corp.  The corporate credit
rating on Noranda Aluminum Holding was lowered to 'CCC+' from 'B'.
All ratings remain on CreditWatch with negative implications where
they were initially placed on Nov. 12, 2008.

"The downgrade and continued CreditWatch listing follows the
company's announcement that its smelter in New Madrid, Missouri
experienced a power outage, affecting approximately 75% of the
plant capacity," said Standard & Poor's credit analyst Sherwin
Brandford.  "While the company expects partial capacity to be
phased back in as 2009 progresses, it does not expect full
capacity to be restored for up to 12 months.  In addition, the
cost of the outage is yet to be determined."

This, combined with S&P's expectation that the difficult operating
conditions in the aluminum market are likely to persist during
this period, leads us to expect the company's overall financial
profile to weaken materially.  Though S&P believes the company
will likely seek to conserve liquidity by continuing to pay-in-
kind (PIK) its $510 million notes due 2015 and $220 million notes
due 2014, S&P believes its currently adequate liquidity position
could deteriorate rapidly.  In addition, by electing to continue
to PIK its notes, the company's highly leveraged capital structure
will become increasingly strained due to higher debt levels.

In resolving S&P's CreditWatch listing, S&P will meet with
management and review both the operational and financial impact
that the reduced capacity relating to the smelter shut-down will
have on the company and its liquidity position.


NORTEL NETWORKS: 4-Man Panel Named; Sec. 341 Meeting on Feb. 19
---------------------------------------------------------------
Roberta DeAngelis, the Acting United States Trustee for Region 3,
appointed four members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Nortel Networks Inc. and its
debtor affiliates.

The Creditors Committee members are:

  (1) The Bank of New York Mellon
      Attn: Martin Feig, V.P.
      101 Barclay Street- 8 West
      New York, NY 10286
      Phone: 212-815-5383
      Fax: 732-667-4756

  (2) Flextronics Corporation
      Attn: Terry Zale
      305 Interlocken Pkwy.
      Broomfield, CO 80021
      Phone: 720-251-5194

  (3) Airvana, Inc.
      Attn: Jeffrey D. Glidden
      19 Alpha Road
      Chelmsford, MA 01824
      Phone: 978-250-2628
      Fax: 978-250-3911

  (4) Pension Benefit Guaranty Corporation
      Attn: Jennifer Messina
      1200 K Street
      N.W., Washington DC 20005
      Phone: 202-326-4000 ex 3209
      Fax: 202-842-2643

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

  -- consult with the Debtors concerning the administration of
     the bankruptcy cases;

  -- investigate the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, their business
     operations and the desirability of the continuance
     of the business, and any other matter relevant to the
     case or to the formulation of a plan of reorganization
     for the Debtors;

  -- participate in the formulation of a plan, advise its
     constituents regarding the Creditors Committee's
     determinations as to any plan formulated, solicit
     votes accepting or rejecting the plan, and file with the
     Court the results of the solicitation;

  -- request the appointment of a trustee or examiner; and

  -- perform other services in the interest of its
     constituents.

The Creditors Committee may retain counsel, accountants or other
agents to represent or perform services for the panel.

                 Sec. 341 Meeting on February 19

The U.S. Trustee's office in Wilmington also will convene a
meeting of Nortel creditors on February 19, 2:00 P.M., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, in Wilmington,
Delaware.  This is the first meeting required under Section 341(a)
of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                   NYSE to Delist Nortel Stock

In a January 23, 2009 regulatory filing with the U.S. Securities
and Exchange Commission, the New York Stock Exchange Inc. relates
that it intends to remove the entire class of common stock of
Nortel Networks Corporation from listing and registration on NYSE
at the opening of business on February 2, 2009.

"The common stock is no longer suitable for continued listing and
trading on [NYSE].  [NYSE's] action is being taken in view of the
company's January 14, 2009 announcement that it, together with
certain of its subsidiaries, voluntarily filed for creditor
protection under the Companies' Creditors Arrangement Act (CCAA)
in Canada as well as in the United States," NYSE said.  NYSE has
also noted that Nortel Networks is below compliance with its
minimum share price standard.

Nortel Networks has formally waived its right to a hearing on the
delisting of the common stock.

                       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: Court Okays Hiring of Epiq as Notice Agent
-----------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates obtained permission
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as
their claims, noticing and balloting agent.

The Debtors anticipate that a large number of creditors and other
parties-in-interest in their bankruptcy cases may impose
administrative and other burdens upon the Bankruptcy Court and the
Clerk's Office.  The Debtors believe Epiq's hiring will relieve
the Court and the Clerk's Office of those burdens.

As claims, noticing and balloting agent to the Debtors, Epiq
will:

(a) prepare and serve required notices in the Debtors' Chapter
     11 cases, including:

     -- the notice under Section 341(a) of the Bankruptcy Code;

     -- the notice of bar date for filing claims against the
        Debtors;

     -- notice of hearings on a disclosure statement and
        confirmation of a plan of reorganization; and

     -- other miscellaneous notices to any entities, as the
        Debtors or the Court may deem necessary for an orderly
        administration of these bankruptcy cases.

  (b) within five business days after the mailing of a
      particular notice, file with the Clerk's Office a
      declaration of service that includes a copy of the notice
      involved, an alphabetical list of persons to whom the
      notice was served and the date and manner of service;

  (c) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

  (d) promptly comply with further conditions and requirements
      as the Clerk's Office or Court may at anytime prescribe;

  (e) provide claims recordation services and maintain the
      official claims register;

  (f) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating creditor ballots on a daily basis;

  (g) provide other noticing, disbursing and related
      administrative services as may be required from time to
      time by the Debtors; and

  (h) provide assistance with certain data processing and
      ministerial administrative functions, including the
      Debtors' Schedules of Assets and Liabilities and
      Statements of Financial Affairs and master creditor list,
      and the processing and reconciliation of claims.

The Debtors propose to pay Epiq its fees and expenses upon
submission of monthly invoices that will summarize the services
for which compensation is sought.

The Debtors seek that the fees and expenses of which Epiq
incurred or will incur be treated as an administrative expense
and will be paid without the need for Epiq to file any fee
applications or otherwise seek Court approval.

Daniel C. McElhinney, executive director of Epiq, assures the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and holds no
interest adverse to the Debtors and their estates for matters on
which it is to be employed.

                       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: Objections to Chapter 15 Petition Due Feb. 13
--------------------------------------------------------------
Ernst & Young Inc., as monitor and authorized foreign
representative of Nortel Networks Corporation and certain of its
affiliates in proceedings under the Companies' Creditors
Arrangement Act pending in the Ontario Superior Court of Justice
(Commercial List), filed petitions under Chapter 15 of the U.S.
Bankruptcy Court in the U.S. Bankruptcy Court for the District of
Delaware seeking:

  (i) recognition of the Canadian CCAA proceedings as foreign
      proceedings; and

(ii) enforcement of the Ontario Court's Initial Order dated
      January 14, 2009 in the United States.

Parties-in-interest may file and serve any objection to the
Chapter 15 Petitions no later than Feb. 13, 2009, at 4:00 p.m.
(EST), with:

  (1) Office of the Clerk of the Court
      824 North Market Street, Third Floor
      Wilmington, Delaware 19801

  (2) Allen & Overy LLP
      1221 Avenue of the Americas
      New York, NY 10020
      Attn: Ken Coleman

  (3) Buchanan Ingersoll & Rooney
      1000 West Street, Suite 1410
      Wilmington, Delaware 19801

The U.S. Bankruptcy Court will convene a hearing on the Chapter
15 Petitions on Feb. 20, 12:00 p.m. (EST), at 824 North
Market Street, Fifth Floor, in Wilmington, Delaware.

Mary F. Caloway, Esq., at Buchanan Ingersoll & Rooney, in
Wilmington, Delaware, asserts that the Canadian Proceedings are
entitled to recognition as foreign main proceedings under Chapter
15 of the Bankruptcy Code for these reasons:

  (1) The Canadian Proceedings are foreign proceedings within
      the meaning of Section 101(23) of the Bankruptcy Code, and
      are foreign main proceedings within the meaning of Section
      1502(4) of the Bankruptcy Code, because the Canadian
      Proceedings are pending in the location of each member of
      the Canadian Nortel Group's center of main interest.

  (2) The Monitor is a person within the meaning of Section
      101(41).

  (3) The Monitor is a foreign representative within the meaning
      of Section 101(24).

  (4) The Chapter 15 Petitions were filed in accordance with
      Section 1504 with respect to each member of the Canadian
      Nortel Group.

  (5) The Chapter 15 Petitions meet the requirements of Section
      1515 of the Bankruptcy Code with respect to each member of
      the Canadian Nortel Group.

Venue is proper in the District of Delaware, Ms. Caloway avers.
The Canadian Nortel Group's principal asset in the United States
is NNL's stock in NNI, a Delaware corporation and a wholly owned
subsidiary of NNL.

Without the Bankruptcy Court's recognition of the foreign main
proceedings, the Canadian Nortel Group will be unable to complete
the restructuring of its business, Ms. Caloway says.

The Monitor obtained permission from the Canadian Court to apply
for recognition of the Applicants' insolvency proceedings as
"foreign main proceedings" in the United States under Chapter 15.

"All courts, tribunals, regulatory and administrative bodies are
respectfully requested to make such orders and to provide such
assistance to the Applicants and to the Monitor, as an officer of
this Court, as may be necessary or desirable to give effect to
this order, to grant representative status to the Monitor in any
foreign proceeding or to assist the Applicants and the Monitor
and their respective agents in carrying out the terms of this
order," the Canadian Court noted in its January 14, 2009 Initial
Order.

The Canadian Court has also issued an order recognizing the
proceedings commenced by the U.S.-based Nortel companies under
Chapter 11 of the Bankruptcy Code as "foreign proceedings."
Honorable Justice Morawetz recognized the automatic stay in effect
on the Nortel companies in the U.S. proceedings pursuant
to Section 362 of the Bankruptcy Code.  "Such stay of proceedings
shall be in full force and effect in Canada as if such stay of
proceedings had been ordered by this Court," Honorable Justice
Morawetz held.

Meanwhile, the Nortel Companies sought and obtained approval from
both the Canadian and the U.S. Bankruptcy Courts to implement a
set of protocol to govern and facilitate the administration of
cross border matters among the U.S. Debtors and the Canadian
Debtors.

Nortel Vice-President John Doolittle asserts that the protocol
will, among other things, promote orderly and efficient
administration of the Applicants' cases filed before the Canadian
Court as well as those of their U.S.-based affiliates before the
U.S. Bankruptcy Court.  "The cross-border insolvency protocol
establishes a protocol for communication and cooperation between
the Canadian and U.S. Courts while confirming their independence.
The protocol establishes procedures for filing the materials,
joint hearings and the retention and compensation of
professionals in Canada and the U.S.," Mr. Doolittle says.

The protocol allows the Canadian Court and the U.S. Bankruptcy
Court to:

(1) communicate with one another with respect to any
     procedural matter relating to the Applicants' CCAA
     Insolvency Proceedings;

(2) coordinate activities in the Insolvency Proceedings so that
     the subject matter of any particular action, lawsuit,
     request, application, contested matter or other proceeding
     is determined in a single court; and

(3) conduct hearings with respect to any cross-border matter
     or the interpretation and implementation of the protocol
     where both consider that a joint hearing is necessary or
     advisable.

A full-text copy of the Nortel Cross-Border Insolvency Protocol
is available without charge at:

    http://bankrupt.com/misc/NortelCross-BorderProtocol.pdf

                       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: Seeks to Hire Morris Nichols as Delaware Counsel
-----------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Morris, Nichols, Arsht & Tunnell LLP, as their Delaware and
general bankruptcy counsel effective as of the Petition Date.

The Debtors selected Morris Nichols because of the firm's
specialized knowledge of bankruptcy laws and procedures in
Delaware.

As the Debtors' Delaware bankruptcy counsel, Morris Nichols is
expected to:

  (1) represent the Debtors, provide the Debtors advice, and
      prepare legal papers on behalf of the Debtors in the areas
      of debtor-in-possession, corporate law, real estate
      employee benefits, business and commercial litigation,
      tax, debt, restructuring, bankruptcy and asset
      dispositions;

  (2) protect and preserve the Debtors' estates by prosecuting
      actions on the Debtors' behalf, defending any actions
      commenced against them, conducting negotiations concerning
      litigation involving the Debtors, and filing objections to
      claims asserted against their estates;

  (3) prepare or coordinate preparation, on behalf of the
      Debtors as debtors-in-possession, of necessary motions,
      applications and other legal papers in connection with the
      administration of their Chapter 11 cases;

  (4) counsel the Debtors with regard to their rights and
      obligations as debtors-in-possession; and

  (5) provide other legal services.

In return for its services, Morris Nichols will be paid at these
hourly rates:

           Partners              $525 - $725
           Associates            $265 - $415
           Paraprofessionals     $190 - $205
           Case clerks           $125

Morris Nichols will also be reimbursed for actual and necessary
expenses it incurred and will incur in connection with its
employment.  The Firm acknowledges that it received a $300,000
retainer from the Debtors prior to the Petition Date.

Derek Abbott, Esq., a partner at Morris Nichols, assures the
Court that his firm is a "disinterested person" under Section
101(14) of the Bankruptcy Code.  Mr. Abbott declares that his
firm does not have interests adverse to the Debtors' estate or
their creditors.

                       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)


NOVADEL PHARMA: NYSE Alternext Extends Compliance Deadline
----------------------------------------------------------
NovaDel Pharma Inc. received notice from the NYSE Alternext US LLC
that the NYSE Alternext US has granted the Company an extension
until April 17, 2009 to regain compliance with Section 1003(a)(iv)
of the NYSE Alternext US Company Guide. The Company's deadline to
regain compliance with Sections 1003(a)(i), (ii) and (iii) of the
NYSE Alternext US Company Guide remains November 16, 2009.

On May 14, 2008, the Company received notice from the NYSE
Alternext US indicating that the Company was not in compliance
with Section 1003(a)(iii) and Section 1003(a)(iv) of the NYSE
Alternext US Company Guide.  On August 6, 2008, the Company issued
a press release to announce that the NYSE Alternext US has
accepted the Company's plan to regain compliance with continued
listing standards of the NYSE Alternext US Company Guide.  The
Company's plan was submitted on June 12, 2008.  On June 27, 2008,
the Company received notice from the NYSE Alternext US indicating
that the Company was not in compliance with Section 1003(a)(ii) of
the NYSE Alternext US Company Guide.  On September 16, 2008, the
Company received notice from the NYSE Alternext US indicating that
the Company was not in compliance with Section 1003(a)(i) of the
NYSE Alternext US Company Guide.

The Company will be subject to periodic review by the NYSE
Alternext US staff during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE Alternext
US.

Consistent with the plan submitted to the NYSE Alternext US, the
Company continues to pursue licensing opportunities and other
strategic partnerships to fund its current and future development
activities, while maintaining tight control over its expenditures.
However, there can be no assurance that the Company will be able
to make progress consistent with the Company's plan to regain
compliance with NYSE Alternext US's continued listing standards in
a timely manner.

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE
Alternext: NVD) -- http://www.novadel.com/-- is a specialty
pharmaceutical company developing oral spray formulations for a
broad range of marketed drugs.

J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about NovaDel Pharma Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations and negative cash flows
from operating activities.


OCALA NATIONAL: Florida Bank Fails & FDIC Named as Receiver
-----------------------------------------------------------
Ocala National Bank based in Ocala, Florida, was closed on Fri.,
Jan. 30, 2009, by the Office of the Comptroller of the Currency,
and the Federal Deposit Insurance Corporation (FDIC) was named
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with CenterState Bank of Florida
based in Winter Haven, Florida, to assume all of the deposits of
the Ocala National Bank.

The four locations of Ocala National will reopen on Mon., Feb. 2,
2009, as branches of CenterState.  Depositors of the failed bank
will automatically become depositors of CenterState Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.

As of December 31, 2008, Ocala National Bank had total assets of
$223.5 million and total deposits of $205.2 million.  In addition
to assuming all of the failed bank's deposits for a premium of 1.7
percent, CenterState agreed to purchase approximately
$23.5 million in assets.  The FDIC will retain the remaining
assets for later disposition.

Ocala National also had approximately $17.2 million in brokered
deposits that are not part of today's transaction. The FDIC will
pay the brokers directly for the amount of their insured funds.
Customers who have placed money with these brokers should contact
them directly for more information.

The transaction is the least costly resolution option, and the
FDIC estimates the cost to its Deposit Insurance Fund will be
$99.6 million.  Ocala National is the sixth FDIC-insured
institution to be closed this year.  Ocala National Bank is the
first bank to fail in Florida since Freedom Bank, Bradenton, on
October 31, 2008.


OPPENHEIMER HOLDINGS: Moody's Lowers Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded to B2 from B1 the corporate
family rating of Oppenheimer Holdings, Inc., and E.A. Viner
International Co., Oppenheimer's US subsidiary.  The rating
outlook is negative.  This concludes the rating review commenced
on October 31, 2008.

According to Moody's, the principal reason for the downgrade is
the weak operating performance of the company over the last
several quarters, and the resultant weakening in its most
important credit metrics.  Specifically, Oppenheimer's core EBITDA
for 2008, as calculated by Moody's, was a negative
$7 million, reflecting both a very challenging operating
environment and a higher expense base following the acquisition of
CIBC's US Capital Markets business early in 2008.

During its rating review, Moody's evaluated Oppenheimer's
prospects for maintaining its cash flow leveraged (Debt/Core
EBITDA) at 5x or below.  Oppenheimer has reduced its long-term
indebtedness by $15 million in the fourth quarter of 2008 and is
likely to reduce its run-rate of expenses in 2009, including both
company-wide compensation and technology-related expenses stemming
from the aforementioned acquisition.  Nonetheless, the challenging
operating environment makes it unlikely that Oppenheimer will be
able to generate sufficient levels of earnings to maintain cash-
flow leverage at under 5x.

Specifically, the market-driven decline in assets under management
and a sharp decline in customer margin loans (a trend being
observed at most retail brokers), should continue to weigh
negatively on asset management and interest revenue.  Similarly,
depressed levels of deal-making activity among small-cap and
middle-market firms -- Oppenheimer's specialty -- make the outlook
for the company's investment banking and capital markets segments
challenging.

On the positive side, Oppenheimer was able to renegotiate its
leverage covenants in the fourth quarter which provides much-
needed financial flexibility going forward.

The company's credit profile is supported by its Private Client
franchise, which remains relatively healthy, albeit affected by
the cyclical headwinds in the equity markets.  Also, Moody's noted
that Oppenheimer's adequate liquidity profile, liquid balance
sheet and reasonable tangible equity cushion are factors
supporting the B2 corporate family rating.

The rating outlook is negative reflecting the challenging
operating environment faced by the company.  Additionally, the
uncertainty around the ultimate resolution of the pending
regulatory complaint against Oppenheimer in the state of
Massachusetts in relation to its auction-rate securities sales
practices is a potential risk to Oppenheimer's liquidity or
capital adequacy that would be negative for the rating.  The last
rating action on Oppenheimer was on October 31, 2008 when Moody's
placed the company's corporate family rating on review for a
possible downgrade.

Oppenheimer Holdings, Inc. is a Canadian holding company that
operates a regulated U.S. broker-dealer and reported net loss of
$21 million in 2008.

These ratings were downgraded:

Oppenheimer Holdings, Inc.:

  * Corporate Family Rating to B2 from B1

E.A. Viner International Co.:

  * $48 million seven year bank facility to B2 from B1


ORLEANS HOMEBUILDERS: Gets Feb. 6 Waiver Under Credit Facility
--------------------------------------------------------------
Orleans Homebuilders, Inc., received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.  The effect of this waiver is to provide a
period during which certain covenants in the Credit Facility are
waived through and including February 6, 2009, which includes a
waiver of a breach of a covenant related to the Company's
outstanding borrowings exceeding its then available borrowing
base.

The Company has been engaged in discussions with its lenders
regarding an amendment to the Credit Facility and has agreed in
principal with certain lenders to the terms of such an amendment.
The terms agreed upon in principal will have the effect of
increasing the Company's ability to borrow under the Credit
Facility and will modify certain covenants through maturity.
Currently, the Company anticipates completing and executing the
formal documentation for that amendment prior to the termination
of the waiver period.  While the Company currently anticipates
that the formal documentation for the amendment will be completed
and executed prior to the termination of the waiver period, there
can be no assurance that the Company will be able to do so or be
able to do so on terms acceptable to the Company.

Jeffrey P. Orleans, Chief Executive Officer, stated that "The
current homebuilding environment is a challenging one; however, we
are managing through it.  Thanks to the support of our lender
group, we obtained this limited waiver and are in the process of
completing an amendment which will assist us in managing our
business appropriately."

The Company currently anticipates having its second quarter
earnings call and filing its Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 2008 on or before Monday,
February 16, 2009.  A formal announcement of the second quarter
earnings call date and time will follow.

                  About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  It has operations in Southeastern
Pennsylvania; Central and Southern New Jersey; Orange County, New
York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond
and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.
The Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.

Orleans Homebuilders, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $668.4 million, total liabilities of
$607.4 million and stockholders' equity of about $64 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $21.9 million compared with net loss of $2.0 million for the
same period in the previous year.

As of Sept. 30, 2008, the company had $29,344 of borrowing
capacity under its secured revolving credit facility, subject to
borrowing base availability.  At Sept. 30, 2008, the company had
borrowings in excess of availability of $6,487.  In connection
with entering into its Second Amended Credit Agreement, the
company made payments on its credit facility of $19,000, giving
the company availability of $12,513 immediately after these net
repayments.  A majority of its debt is variable rate, based on the
30-day LIBOR rate, and therefore, the company is exposed to market
risk in connection with interest rate changes.  At
Sept. 30, 2008, the 30-day LIBOR rate of interest was 3.92625%.
The LIBOR rate has since decreased and as of Oct. 31, 2008, was
2.58125%.


OSHKOSH CORPORATION: Moody's Lowers Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Oshkosh
Corporation -- Corporate Family and Probability of Default Rating
to B2 from Ba3 and the rating for the senior secured bank credit
facility to B2 from Ba3.  The company's speculative grade
liquidity rating is lowered to SGL-3 from SGL-2.  These rating
actions follow the company's recent announcement reducing its
fiscal 2009 (ending September 2009) outlook for several of its
businesses and that the company will need to seek financial
covenant relief under its credit agreements.  Oshkosh's ratings
remain under review for possible downgrade pending resolution of
the negotiations with its banks.

The downgrade reflects an expectation of further erosion in
Oshkosh's credit metrics due to deterioration across several of
the company's business units, with the access equipment business
being the most severely affected.  The global construction
industry, the main driver of Oshkosh's access equipment unit, is
undergoing a severe contraction and Moody's believes that it will
remain weak at least through 2009.  Operating margins within that
unit are under pressure due to reduced demand, higher raw material
costs, and adverse product mix.  Oshkosh's commercial segment,
which produces vehicle bodies such as concrete mixers and waste
removal trucks, is also being negatively impacted by softening
demand for its products due to the economic slowdown in North
America and Western Europe.  The company's defense unit and its
fire and emergency businesses have not been as adversely impacted
as the access equipment and commercial businesses.  The company is
experiencing lower margins on contracts for Department of Defense
tactical vehicles and lower margins from a weaker product mix in
the fire and emergency segment, which could be stressed further
from smaller municipal government budgets.

Oshkosh is pursuing restructuring initiatives and working capital
improvements, attempting to minimize the negative impact of this
downturn on its operating margins and cash generation.  The
company has announced staffing reductions totaling 7% of its
workforce, which is on top of a 10% reduction announced earlier in
2008, and is closing underutilized facilities.  Notwithstanding
these efforts, Oshkosh's operating performance is likely to trend
towards credit metrics that were previously identified by the
rating agency as being potentially in-line with a lower rating.
These metrics include debt/EBITDA over 5.0x and EBIT/interest
expense below 2.0x (all ratios adjusted per Moody's methodology).
Moody's believes that Oshkosh will continue to face a difficult
economic environment through 2009 and that for the foreseeable
future the company's credit metrics are unlikely to support a
rating higher than a B2 corporate family rating.

Moody's lowered Oshkosh's speculative grade liquidity rating to
SGL-3 from SGL-2 due to the erosion of the company's liquidity
profile resulting from the business deterioration.  Cash
generation will be below Moody's prior expectations and the
company has indicated that it could be in violation of a financial
covenant beginning at the end of 2Q09 (March 31, 2009).  Moody's
notes that Oshkosh is presently negotiating with its bank group
for financial covenant relief.  As of December 31, 2008 the
company had approximately $260 million of cash balances and no
outstanding balances under its $550 million revolving credit
facility.

Moody's review is focusing on the company's ability to negotiate
financial covenant relief with its bank group and the resulting
impact on the company's liquidity profile.  The review will
consider the company's ability to implement restructuring actions
to enhance operating cash flow, and its ability to retaining
access to its $550 million revolving credit facility and maintain
adequate headroom under revised covenants.

These ratings/assessments were affected by this action:

  -- Corporate family rating lowered to B2 from Ba3;

  -- Probability of default rating lowered to B2 from Ba3; and,

  -- $3.25 billion (originally $3.65 billion) first lien senior
     secured bank credit facility lowered to B2 (LGD3, 45%) from
     Ba3 (LGD3, 49%).

The company's speculative grade liquidity rating lowered to SGL-3
from SGL-2.

The last rating action was on November 4, 2008 at which time
Moody's affirmed the Ba3 corporate family rating, but changed the
outlook to negative from stable.

Oshkosh Corporation, headquartered in Oshkosh, Wichita, is a
leading designer, manufacturer and marketer of access equipment
including aerial work platforms and telehandlers and a broad range
of specialty vehicles and vehicle bodies.  Last twelve month
revenues through December 31, 2008 approximated
$7.1 billion.


OSHKOSH CORP: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Oshkosh
Corp., including the corporate credit rating to 'B' from 'BB-',
and placed the ratings on CreditWatch with negative implications.
At the same time, S&P lowered the issue-level rating on Oshkosh's
senior secured credit facilities to 'B+' (one notch above the
corporate credit rating) from 'BB+', and placed the rating on
CreditWatch with negative implications.  S&P revised the recovery
rating on the senior secured facilities to '2' from '1',
indicating the expectation of substantial (70%-90%) recovery in
the event of a payment default.  The company had total balance
sheet debt of about $2.7 billion at Dec. 31, 2008.

"The downgrade reflects the company's weaker-than-expected
operating performance and its announcement that it will seek to
amend financial covenants under its credit facility," said
Standard & Poor's credit analyst Dan Picciotto.  In order to
obtain covenant relief, the company is likely to experience higher
interest costs which would further weaken credit measures.

The ratings reflect the Oshkosh, Wisconsin-based company's highly
leveraged financial profile, which more than offsets its leading
business positions in key segments of the specialty vehicle market
and good product and end market diversity.

Oshkosh is a leading designer, manufacturer, and marketer of a
broad range of specialty commercial, fire and emergency, and
military vehicles.  The company maintains leadership positions in
heavy-duty rescue vehicles, severe-duty tactical trucks, custom
and commercial pumpers, severe-duty plow and snow removal
vehicles, concrete mixers, refuse truck bodies, and tow trucks.
It is the also the world's largest aerial work platform
manufacturer.  As a result of the JLG acquisition in late 2006,
Oshkosh expanded its product, end-market, and geographic
diversity.  The company generated revenue by segment as follows
through in fiscal 2008: access equipment (43%), defense (26%),
fire and emergency (17%), and commercial (14%).

Oshkosh's operating margin (before depreciation and amortization)
is likely to fall below the approximate 10% level achieved in the
trailing 12 months in conjunction with anticipated lower sales
volumes in fiscal 2009.  The weaker global economic environment
has had a pronounced effect on the company's access equipment
segment whose sales decreased 40% in the fiscal first quarter.
The defense segment may provide some offset to this weakness but
overall results are expected to be meaningfully lower.

Standard & Poor's views Oshkosh financial risk profile as highly
leveraged.  Oshkosh's debt (adjusted for operating leases and
postretirement benefit obligations) to EBITDA was about 4.2x and
funds from operations to adjusted debt was about 13% at Dec. 31,
2008.  However, S&P expects these measures to deteriorate in the
coming year as worsening operating performance is not expected to
be fully offset by debt repayments.

In resolving the CreditWatch S&P will monitor developments related
to the company's plan to seek an amendment to financial covenants
from lenders.  If Oshkosh is able to receive adequate relief from
lenders in a timely fashion, S&P would expect to affirm the
ratings.  If the company is delayed in amending its covenants or
if S&P considers relief to be inadequate, S&P could lower the
ratings further.


PAETEC HOLDING: Wayzata Discloses 8.6% Equity Stake
---------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, 2 companies disclosed that they may be deemed to
beneficially own shares of companies PAETEC Holding Corp.'s common
stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Wayzata Investment Partners LLC        12,380,643       8.6%
Patrick J. Halloran                    12,380,643       8.6%

The number of shares of the company's common stock outstanding on
Nov. 7, 2008 was 144,024,837.

A full-text copy of the SCHEDULE 13G is available for free at
http://ResearchArchives.com/t/s?38ce

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance.  S&P affirmed all ratings, including the 'B'
corporate credit rating.  Total operating lease-adjusted debt is
approximately $1.2 billion.

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PARADISE BUSINESS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Paradise Business Services, LLC
        d/b/a Allegra Print & Imaging
        2502 W. 15th Street
        Panama City, FL 32401

Bankruptcy Case No.: 09-50029

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, FL 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867
                  Email: long@chesserbarr.com

Total Assets: $434,042

Total Debts: $1,185,511

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

            http://bankrupt.com/misc/flnb09-50029.pdf

The petition was signed by Jerome C. Pariseau, Managing Member of
the company.


PFF BANCORP: Tontine Financial, et. al. Disclose No Equity Stake
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
4 companies disclosed that they may be deemed to beneficially own
no shares of PFF Bancorp, Inc.' common stock, $0.01 par value.

                                      Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Tontine Financial Partners, L.P.            0            0%
Tontine Management, L.L.C.                  0            0%
Tontine Overseas Associates, L.L.C.         0            0%
Jeffrey L. Gendell                          0            0%

The company had 22,625,261 shares of common stock, par value $0.01
per share, outstanding as of Oct. 31, 2008.

A full-text copy of the SCHEDULE 13G/A is available for free at
http://ResearchArchives.com/t/s?38d9

PFF Bancorp Inc. -- https://www.pffbank.com -- operates a
community bank provides an array of financial services.

PFF Bancorp, Inc. and its debtor-affiliates files for Chapter 11
protection on Dec. 5, 2008, (Bankr. D. Del. Case No.: 08-13127 to
08-13131) Paul Noble Heath, Esq. at Richards, Layton & Finger PA
represents the Debtor in their restructuring efforts.  Kurtzman
Carson Consultants LLC serves as the Debtors' Claims Agent.  When
they filed for protection from their creditors, the Debtors listed
total assets of $7,779,964 and estimated liabilities of
$131,730,000.


PHENIX CFO: Moody's Downgrades Ratings on Debt Instruments
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded debt
instruments issued by Phenix CFO Ltd:

EUR 120,000,000 Credit Facility provided by Natixis

  -- Current Rating: Baa1, on review for possible downgrade
  -- Prior Rating: A3, on review for possible downgrade

EUR 60,000,000 Class S Floating Rate Notes due 2013

  -- Current Rating: Baa1, on review for possible downgrade
  -- Prior Rating: A3, on review for possible downgrade

EUR 24,000,000 Class M1 Floating Rate Notes due 2013

  -- Current Rating: B2, on review for possible downgrade
  -- Prior Rating: Ba1, on review for possible downgrade

EUR 15,000,000 Class M2 Floating Rate Notes due 2013

  -- Current Rating: Caa2, on review for possible downgrade
  -- Prior Rating: Ba3, on review for possible downgrade

EUR 21,000,000 Class M3 Floating Rate Notes due 2013

  -- Current Rating: Ca, on review for possible downgrade
  -- Prior Rating: Caa1, on review for possible downgrade

Originally rated on 10 February 2006, Phenix CFO Ltd is a
collateralized fund obligation backed by equity interests in a
diversified fund of hedge funds.  The fund is managed by Allianz
Alternative Asset Management (formerly AGF Alternative Asset
Management S.A.).

The last rating action on the affected securities was on December
22, 2008 when several debt tranches were downgraded and all debt
tranches remained on review for possible downgrade.  The rating
actions reflect concern over the vehicle's ability to liquidate
portfolio assets under stressed market conditions within the
covenanted timeframe.  Moody's incorporated an increase in
suspensions and gating of redemptions within hedge funds at the
underlying portfolio level into its rating analysis.  A negative
annual drift of 5% was utilized to reflect the recent downward
trend in the returns of portfolios of hedge funds.  A single
factor volatility assumption of 12% was used to simulate the NAV
process along with the standard volatility stresses as described
in the rating methodology listed below.


PHH ALTERNATIVE: Moody's Downgrades Ratings on 34 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded 34 tranches from 3 PHH
deals.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
actions are triggered by rapidly increasing delinquencies, higher
severities, slower prepayments and mounting losses in the
underlying collateral.  Additionally, the continued deterioration
of the housing market has also contributed to the increased loss
expectations for Alt-A pools.  The actions listed below reflect
Moody's updated expected losses on the Alt-A sector announced in a
press release on January 22, 2009, and are part of Moody's on-
going review process.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, excess spread,
time tranching, and other structural features within the senior
note waterfalls.

Loss estimates are subject to variability and are sensitive to
assumptions used; as a result, realized losses could ultimately
turn out higher or lower than Moody's current expectations.
Moody's will continue to evaluate performance data as it becomes
available and will assess the pattern of potential future defaults
and adjust loss expectations accordingly as necessary.

Complete rating actions are:

Issuer: PHH Alternative Mortgage Trust, Series 2007-1

  -- Cl. I-A-1, Downgraded to B3; previously on 02/07/07 Assigned
     Aaa

  -- Cl. I-A-2, Downgraded to Caa1; previously on 02/07/07
     Assigned Aaa

  -- Cl. I-A-3, Downgraded to Caa3; previously on 02/07/07
     Assigned Aaa

  -- Cl. I-M-1, Downgraded to C; previously on 02/07/07 Assigned
     Aa2

  -- Cl. I-M-2, Downgraded to C; previously on 04/29/08
     Downgraded to Baa2


  -- Cl. I-M-3, Downgraded to C; previously on 04/29/08
     Downgraded to B1 and Placed Under Review for Possible
     Downgrade

  -- Cl. I-M-4, Downgraded to C; previously on 04/29/08
     Downgraded to Ca

Issuer: PHH Alternative Mortgage Trust, Series 2007-2

  -- Cl. 1-A-1, Downgraded to Baa3; previously on 05/09/07
     Assigned Aaa

  -- Cl. 1-A-2, Downgraded to B2; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 1-A-3, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 1-A-4, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 1-A-5, Downgraded to Caa3; previously on 05/09/07
     Assigned Aaa

  -- Cl. 2-A-1, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 2-A-2, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 2-A-3, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 2-A-4, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 2-A-5, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 2-A-6, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 3-A-1, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 3-A-2, Downgraded to Ca; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 4-A-1, Downgraded to B3; previously on 05/09/07 Assigned
     Aaa

  -- Cl. 1-M-1, Downgraded to C; previously on 05/09/07 Assigned
     Aa2

  -- Cl. 1-M-2, Downgraded to C; previously on 04/29/08
     Downgraded to Baa3

  -- Cl. 1-M-3, Downgraded to C; previously on 04/29/08
     Downgraded to B1 and Placed Under Review for Possible
     Downgrade

  -- Cl. 1-M-4, Downgraded to C; previously on 04/29/08
     Downgraded to Ca

  -- Cl. II-M, Downgraded to C; previously on 05/09/07 Assigned
     Aa2

Issuer: PHH Alternative Mortgage Trust, Series 2007-3

  -- Cl. A-1, Downgraded to B2; previously on 07/16/07 Assigned
     Aaa

  -- Cl. A-2, Downgraded to B3; previously on 07/16/07 Assigned
     Aaa

  -- Cl. A-3, Downgraded to B3; previously on 07/16/07 Assigned
     Aaa

  -- Cl. A-4, Downgraded to Caa3; previously on 07/16/07 Assigned
     Aaa

  -- Cl. M-1, Downgraded to C; previously on 07/16/07 Assigned
     Aa2

  -- Cl. M-2, Downgraded to C; previously on 07/16/07 Assigned A2

  -- Cl. M-3, Downgraded to C; previously on 04/29/08 Downgraded
     to Baa3

  -- Cl. M-4, Downgraded to C; previously on 04/29/08 Downgraded
     to B1 and Placed Under Review for Possible Downgrade

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor, ii) an analysis of the collateral, iii)
an analysis of the policies, procedures and alignment of interests
of the key parties to the transaction, most notably the originator
and the servicer, iv) an analysis of the transaction's allocation
of collateral cashflow and capital structure, v) an analysis of
the transaction's governance and legal structure, and (vi) a
comparison of these attributes against those of other similar
transactions.


PILGRIM'S PRIDE: Seeks to Hire Gardere Wynne as Counsel
-------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates seek permission from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Gardere Wynne Sewell LLP as special litigation counsel nunc pro
tunc to its bankruptcy filing.

The Debtors seek to employ Gardere to provide all necessary
professional legal services as special counsel with regard to
non-bankruptcy-related litigation, investigation and insurance
coverage matters that Gardere was handling for the Debtors prior
to the Petition Date, including but not limited to matters in
which the Debtors are plaintiffs or claimants, and for any new
insurance coverage, investigation and litigation matters that the
Debtors, in their business judgment, determine to employ Gardere
to handle after the Petition Date.

Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas,
Texas, tells the Court, that the Debtors' decision to employ
Gardere is based on several factors:

  (i) Gardere is well qualified to act as special litigation
      counsel in the areas for which it has been asked to
      provide legal services;

(ii) prior to the Petition Date, Gardere actively represented
      the Debtors and their affiliates with regard to various
      matters, including matters for which the Debtors need
      postpetition services; and

(iii) the Debtors believe that representation by Gardere in
      these matters, subsequent to the Commencement Date, was
      and is in the best interest of the estates.

Gardere attorneys, Mr. Youngman says, are intimately familiar
with the Debtors' litigation, investigation and insurance
coverage matters due to their representation of the Debtors in
these matters prior to the Petition Date.  The Debtors believe
that the employment of Gardere as special litigation counsel for
the Debtors will enable them to avoid the unnecessary expense
otherwise attendant to having another law firm familiarize itself
with the Debtors? businesses in connection with these matters,
Mr. Youngman asserts.

For its services, Gardere will be compensated according to its
standard hourly rates and will be reimbursed for all the
necessary and reasonable out-of-pocket expenses it incurred.

Gardere's hourly rates are:

  Professional                     Hourly Rate
  ------------                     -----------
  Partner                         $380 to $750
  Associates                      $210 to $445
  Paraprofessionals                $95 to $210

Stephen L. Moll, Esq., a partner at Gardere Wynne Sewell LLP,
assures the Court that his firm does not represent or hold any
interest adverse to the Debtors or their estates, and his firm is
a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Mr. Moll discloses that the Debtors paid Gardere $1,813,750
during the one year prior to the Petition Date.  Gardere also
received a $200,000 retainer on October 27, 2008, of which
retainer $31,922 remained as of the Petition Date.

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 Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. 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)


PILGRIM'S PRIDE: Court OKs Lazard Employment as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorizes Pilgrim's Pride Corporation and its affiliates to
employ Lazard Freres & Co., LLC, as their investment banker nunc
pro tunc to the Petition Date.  Lazard will be compensated in
accordance with the Court's and Lazard's counsel's covenants on
the record at the hearing.

As reported by the Troubled Company Reporter on January 20, 2009,
according to William Snyder, the Debtors' chief restructuring
officer, Lazard's professionals have worked closely with the
Debtors' management and other professionals and have become well-
acquainted with the Debtors' operations, debt structure,
creditors, business and operations, and related matters.

As the Debtors' investment banker, Lazard will assist in the
evaluation of strategic alternatives and render general
restructuring advice and investment banking services to the
Debtors in connection with the Debtors' Chapter 11 cases.

Prior to Court approval, The Bank of Montreal, as the Prepetition
BMO Lenders' and the DIP Lenders' agent, disagreed with the
Debtors' application for the employment of Lazard, unless the
order providing for the employment specifically provide that
Lazard's compensation will be pursuant to the provisions of
Section 330.  BMO said any success fee, restructuring fee or the
like for Lazard or any other party must be subject to further
review by the Court as to actual value contributed and the
opportunity of creditors including the DIP Agent and the
Prepetition BMO Agent, to object if appropriate.

Among other things, Lazard will:

  * review and analyze the Debtors' business, operations and
    financial projections;

  * evaluate the Debtors' potential debt capacity in light of
    its projected cash flows;

  * assist in the determination of a capital structure for the
    Debtors;

  * assist in the determination of a range of values for the
    Debtors on a going concern basis;

  * advise the Debtors on tactics and strategies for negotiating
    with the stakeholders;

  * render financial advice to the Debtors and participating in
    meetings or negotiations with the stakeholders or rating
    agencies or other appropriate parties in connection with any
    restructuring;

  * advise the Debtors on the timing, nature and terms of new
    securities, other consideration or other inducements to be
    offered pursuant to the restructuring;

  * assist the Debtors in preparing documentation within
    Lazard's area of expertise that is required in connection
    with the restructuring;

  * advise and assist the Debtors in evaluating and obtaining
    potential DIP Financing.

For its services, the Debtors had proposed these payment terms for
Lazard:

  (a) a $250,000 monthly fee payable on execution of an
      engagement letter and on the same day of each month
      thereafter until the earlier of the completion of the
      Restructuring or the termination of Lazard's engagement;

  (b) in the event that a Restructuring or a majority Sale
      Transaction is consummated, a fee of $6,500,000, payable
      upon the consummation of the Restructuring or Majority
      Sale Transaction;

  (c) in event of any Minority Asset Sale Transaction, a fee,
      payable upon consummation of the Minority Asset Sale
      Transaction, based on the Aggregate Consideration
      calculated;

  (d) in connection with any debtor-in-possession financing
      received by the Debtors, a fee of $1,000,000, payable upon
      the execution of a commitment letter or other similar
      document in respect of that financing;

  (e) the ability to credit certain fees against others will
      only apply if all the fees provided for are approved in
      their entirety by the Court;

  (f) in addition to any fees that may be payable to Lazard and,
      regardless of whether any transaction occurs, prompt
      reimbursement to Lazard for all (1) reasonable expenses
      and (2) other reasonable expenses, including expenses of
      counsel, if any; and

  (g) the indemnification, contribution and related obligation
      of the Indemnification Agreement.

A full-text copy of Lazard's Engagement and Indemnification
Agreement is available for free at:

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

Prior to the Petition Date, the Debtors have paid Lazard
$750,000,000 in full payment of the Monthly Fees payable to date
and have reimbursed Lazard for $284 in expenses billed to the
Debtors on October 23, 2008.  In addition, the Debtors paid
Lazard $1,000,000 for the DIP Fee associated with the pending DIP
financing.  The Debtors also provided Lazard with a $15,000
retainer for reimbursement of Lazard's expenses incurred but not
yet billed to the Debtors, due to the need to process or receive
invoices or other typical delays.

Lazard Managing Director David M. Aronson assures the Court that
his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code and does not hold or represent an
interest materially adverse to the Debtors or their estates.

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 Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. 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)


PILGRIM'S PRIDE: Gets Court Okay to Hire Kurtzman as Claims Agent
-----------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Kurtzman Carson Consulting LLC as
claims and noticing agent in connection with their Chapter 11
cases.

Pursuant to the Services Agreement, KCC will:

  * notify all potential creditors of the filing of the Debtors'
    Chapter 11 cases and of the setting of the first meeting of
    creditors pursuant to Section 341(a) of the Bankruptcy Code;

  * prepare and serve motions, applications, requests for
    relief, hearing agendas, and related documents on behalf of
    the Debtors in the Chapter 11 cases;

  * assist the Debtors' preparation of their schedules of assets
    and liabilities and their statements of financial affairs,
    listing, among other things, their known creditors and the
    amounts owed thereto and maintain an official copy;

  * maintain a copy service or electronic from which parties may
    obtain copies of relevant documents in these cases

  * notify all potential creditors of the existence and amount
    of their respective claims as set forth in the schedules;

  * furnish a form for the filing of proofs of claim, after
    approval of the notice and form by the Court, and provide
    notice of the bar date for filing proofs of claim;

  * file with the Clerk's Office a copy of the bar date notice,
    a list of persons to whom it was mailed, and the date the
    notice was mailed; and

  * docket all claims received, maintaining the official claims
    register for the Debtors on behalf of the Clerk's office,
    and provide the Clerk's Office with a certified duplicate
    unofficial Claims Register on a monthly basis, unless
    otherwise directed.

Subject to the Court's approval, KCC will be compensated and
reimbursed for its services rendered and expenses incurred in
connection with the Debtors' Chapter 11 cases, pursuant to the
Services Agreement.  The Services Agreement however, did not
specify the rate of compensation due to KCC.  The payment is
based on the KCC Fee Structure, which is not presented in the
Agreement.

Michael J. Frisberg, Director of Restructuring Services of KCC,
has said that KCC is a "disinterested person" as the term is
defined in Section 1019(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.

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 Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. 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)


PILGRIM'S PRIDE: Proposes Securities Trading Protocol
-----------------------------------------------------
Pursuant to Sections 105(a) and 362 of the Bankruptcy Code,
Pilgrim's Pride Corp. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of Texas to
establish procedures to protect the potential value of their
consolidated net operating tax loss carryforwards and certain
other tax attributes, including their "built-in" losses.

The proposed procedures are applicable to the common stock of
Pilgrim's Pride, and any options or similar interests to acquire
those common stocks.

The Debtors estimate that as of January 17, 2009, they have
incurred consolidated NOLs in excess of $600,000,000.  In
addition, the aggregate tax basis of the Debtors' assets may
exceed the value of the assets, resulting in a net "built-in"
loss.

The Debtors' consolidated NOL carryforwards are valuable assets
of their estates because the Internal Revenue Code generally
permits corporations to carry forward NOLs to offset future
income, thereby reducing their tax liability in future periods.
The Debtors' excess tax basis is a valuable asset because it may
reduce the Debtors' future taxable income through increased
operating deductions capital loss deductions or it may offset any
subsequent capital appreciation in the assets.

Furthermore, even after taking into account any anticipated
cancellation of debt impact on the Debtors, the Debtors'
remaining Tax Attributes might translate into substantial future
tax savings over time.  These savings would enhance the Debtors'
cash position for the benefit of all parties in interest and
significantly contribute to the Debtors' efforts toward a
successful reorganization.

           Proposed Securities Trading Procedures

The procedures set out certain restrictions and notification
requirements, to be effective nunc pro tunc to January 17, 2009.
Parties-in-interest will be notified of the Procedures, if and
once approved by the Court, through service of (i) notice which
will describe the restrictions and notification requirements, and
(ii) a copy of the order granting the relief requested in this
Motion.

The Debtors propose that:

  (1) Any person or entity that beneficially owns, at any time
      on or after January 17, 2009, PPC Common Stock in an
      amount sufficient to qualify the person or entity as a
      "Substantial Equityholder will file with the Court, and
      serve on the Debtors and Debtors' counsel, a Notice of
      Substantial Stock Ownership.

  (2) At least 30 calendar days prior to the proposed date of
      any transfer of equity securities that would result in an
      increase or decrease in the amount of PPC Common Stock
      beneficially owned by any person or Entity who as of
      January 17, 2009, is or subsequently becomes or a
      Substantial Equityholder or that would result in a person
      or Entity becoming or ceasing to be a Substantial
      Equityholder, that person, Entity or Substantial
      Equityholder will file with the Court a Notice of Intent
      to Purchase or Sell PPC Common Stock.

  (3) The Debtors will 25 calendar days after the filing of an
      Equity Trading Notice to file with the Court and serve on
      a Proposed Equity Transferee or a Proposed Equity
      Transferor, an objection to any proposed transfer of PPC
      Common Stock.

  (4) If the Debtors file an Equity Objection by the Equity
      Objection Deadline, then the Proposed Equity Acquisition
      or Disposition Transaction will not be effective unless
      approved by a final and non-appealable Court order.

  (5) If the Debtors do not file an Equity Objection by the
      Equity Objection Deadline, or if the Debtors provide
      written authorization to the Proposed Equity Transferor
      approving the Proposed Equity Acquisition or Disposition
      Transaction, prior to the Equity Objection Deadline, then
      that Transaction may proceed solely as specifically
      described in the Equity Trading Notice.

  (6) Effective as of January 17, 2009, until further order of
      the Court to the contrary, any acquisition, disposition or
      other transfer of PPC Common Stock in violation of the
      procedures set forth herein will be null and void ab
      initio as an act in violation of the automatic stay under
      Section 362.

A "Substantial Equityholder" is any person or entity that
beneficially owns at least 3,517,648 shares of PPC common stock
representing approximately 4.75% of all issued and outstanding
shares of PPC common stock.

"Beneficial ownership" will be determined in accordance with
applicable rules under Section 382 of the Tax Code, the U.S.
Department of Treasury regulations, and rulings issued by the
Internal Revenue Service, and, thus, to the extent provided in
those rules, from time to time will include (i) direct and
indirect ownership, (ii) ownership by a holder's family members
and any group of persons acting pursuant to a formal or informal
understanding to make a coordinated acquisition of stock, and
(iii) in certain cases, the ownership of an Option to acquire PPC
Common Stock.

An "Option" to acquire stock includes any contingent purchase,
warrant, convertible debt, put, stock subject to risk of
forfeiture, contract to acquire stock, or similar interest
regardless of whether it is contingent or otherwise not currently
exercisable; and for the avoidance of doubt, by operation of the
definition of beneficial ownership, an owner of an Option to
acquire PPC Common Stock may be treated as the owner of that PPC
Common Stock.

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 Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. 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)


PITTSBURGH CORNING: Files Modified 3rd Amended Bankruptcy Plan
--------------------------------------------------------------
Pittsburgh Corning Corporation filed a Modified Third Amended Plan
of Reorganization with the United States Bankruptcy Court for the
Western District of Pennsylvania on January 29, 2009, which will
resolve certain current and future asbestos claims against Corning
Incorporated and PPG Industries, Inc., arising from PCC products
or activities.  Pittsburgh Corning is owned 50% by Corning
Incorporated and 50% by PPG Industries.

The Plan is subject to the approval of the federal bankruptcy
court in Pittsburgh, and a favorable vote of the asbestos
claimants voting on the Plan.

Pittsburgh Corning filed for Chapter 11 Bankruptcy protection in
2000.  In its news statement, PPG Industries says that under the
terms of the amended plan, all current and future personal injury
claims against PPG relating to exposure to asbestos-containing
products manufactured, distributed or sold by Pittsburgh Corning
will be channeled to a trust for resolution.  The amended plan is
subject to court approval and appeals processes, after which it
would become effective and payments to the trust by PPG and its
participating insurers would begin according to a modified PPG
settlement arrangement that is part of the amended plan.

In 2002, PPG entered into a settlement arrangement relating to
asbestos claims.  The company has reserved approximately $900
million for that settlement arrangement.  Under the modified
settlement arrangement, PPG's obligation is currently $735 million
for claims that will be channeled to the trust.  PPG will retain
the approximately $165 million difference as a reserve for
asbestos-related claims that will not be channeled to the trust.

"This amended plan addresses the issues raised by the court in its
2006 opinion on the matter, and while we continue to believe PPG
is not responsible for injuries caused by Pittsburgh Corning
products, this amended plan would permanently resolve PPG's
asbestos liabilities associated with Pittsburgh Corning," said
James C. Diggs, PPG senior vice president, general counsel and
secretary.  "We believe the modified settlement arrangement and
the remaining reserve are very advantageous for the company
because the vast majority of PPG's asbestos-related claims will be
paid or otherwise resolved by the trust."

Under the modified settlement arrangement, PPG's obligation to the
trust consists of cash payments over a 15-year period totaling
$825 million, about 1.4 million shares of PPG stock or cash
equivalent, and its shares in Pittsburgh Corning and Pittsburgh
Corning Europe.  The obligation under the modified settlement
arrangement at December 31, 2008 totals $735 million or
approximately $460 million net of the associated tax benefit.
PPG's obligation under the modified settlement arrangement
includes the net present value of the cash payments of
$825 million, which will be adjusted quarterly to reflect the
accretion of interest.  In addition, PPG's participating
historical insurance carriers will make cash payments to the trust
of approximately $1.6 billion in a series of payments ending in
2027.

Since the filing of the Pittsburgh Corning bankruptcy in 2000,
interested parties, including PPG, have engaged in extensive
negotiations, made numerous filings with the court and
participated in many hearings on this matter.  In December 2006,
the court denied confirmation of the previous amended
reorganization plan for Pittsburgh Corning, on the basis that the
plan was too broad in the treatment of allegedly independent
asbestos claims not associated with Pittsburgh Corning.  PPG
believes this amended plan meets the court's concerns.

In a separate statement, Corning says its contributions to the
settlement trust will begin after certain conditions are met, and
the Plan is approved and no longer subject to appeal.  The
approval process could take one year or longer, Corning says.

                      About PPG Industries

Pittsburgh, Pennsylvania-based PPG Industries, Inc. --
http://www.ppg.com/-- is a global supplier of paints, coatings,
chemicals, optical products, specialty materials, glass and fiber
glass.  The company has more than 140 manufacturing facilities and
equity affiliates and operates in more than 60 countries.  Sales
in 2008 were $15.8 billion. PPG shares are traded on the New York
Stock Exchange (symbol: PPG).

                          About Corning

Corning Incorporated -- http://www.corning.com/-- makes specialty
and ceramics for more than 150 years.  Its products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control
systems; optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug
discovery; and other advanced optics and specialty glass solutions
for a number of industries including semiconductor, aerospace,
defense, astronomy and metrology.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000. The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc. as Asbestos-Related Bodily Injury Consultant; (v) L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On February 16, 2001, the Court approved the appointment of
Lawrence Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


PITTSBURGH CORNING: Comments on Filing of Amended Bankruptcy Plan
-----------------------------------------------------------------
PPG Industries Inc. said January 30, 2009, that an amended plan of
reorganization has been filed in the United States Bankruptcy
Court for Pittsburgh Corning Corporation.  PPG, Industries has
owned 50% of PC since 1937.

In December 2006, a U.S. Bankruptcy Court for the Western District
of Pennsylvania issued a decision denying confirmation of the
previous amended plan of reorganization for PC on the basis that
the plan was too broad in addressing independent asbestos claims
that were not associated with PC. PPG believes that the amended
plan addresses the issues raised by the court in the December 2006
ruling.

Under the modified settlement agreement, the present value of
PPG's cash obligation will be reduced from $900 million, which was
originally entered into in 2002, to $735 million for claims that
will be channeled to a trust. PPG will retain the approximately
$165 million difference as a reserve for asbestos-related claims
that will not be channeled to the trust. In addition to the cash
payment, PPG will contribute 1.4 million shares of its stock and
convey the stock it owns in PC to the trust. PPG's participating
historical insurance carriers would make cash payments to the
trust of approximately $1.6 billion.

Fitch Ratings says the modified settlement agreement is a positive
step in resolving the company's asbestos litigation. The amended
plan is subject to approval by a federal bankruptcy court and the
agreement has to be accepted by the various claimants. Once the
plan becomes effective, payments to the trust would begin
according to the modified agreement. With $1 billion of cash on
the balance sheet at the end of 2008, PPG has sufficient liquidity
to meet the payments required under the modified settlement
agreement. Fitch will continue to monitor the progress of PC's
reorganization plan as well as potential independent asbestos
claims against PPG that may not be addressed in the amended PC
plan.

Founded in 1883, PPG is a global supplier of coatings, glass,
fiberglass, and chemicals. The company has manufacturing
facilities and equity affiliates in more than 60 countries. PPG is
the world's largest producer of transportation coatings and a
leading maker of industrial and packaging coatings, architectural
coatings, aircraft transparencies, flat and fabricated glass,
continuous-strand fiberglass, and chlor-alkali and specialty
chemicals.


PNL PUBLICATIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: PNL Publications, Inc.
        dba Beard Printing
        3627 Sandhurst Drive
        York, PA 17406

Bankruptcy Case No.: 09-00419

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA Law Firm
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039
                  Email: lawyoung@cgalaw.com

Total Assets:$2,910,354

Total Debts: $4,098,702

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

            http://bankrupt.com/misc/pamb09-00419.pdf

The petition was signed by Daniel K. Beard, Jr., President of the
company.


PONTIAC MICHIGAN: Fitch Takes Rating Actions on Securities
----------------------------------------------------------
Fitch Ratings has taken these rating actions on securities issued
by the Pontiac, Michigan General Building Authority and its
related Tax Increment Finance Authorities:

Pontiac General Building Authority:

  -- $1.2 million limited tax general obligation LTGO) bonds,
     series 2002 (2002 GBA LTGO bonds) downgraded to 'CCC' from
     'B-' and placed on Rating Watch Negative;

Pontiac Tax Increment Finance Authority Area No. 2:

  -- $5.1 million tax increment revenue bonds, series 2002 (2002
     TIFA No. 2 bonds), 'CCC' rating unchanged and placed on
     Rating Watch Negative;

Pontiac Tax Increment Finance Authority Area No. 3:

  -- $4.9 million tax increment revenue bonds, series 2002 (2002
     TIFA No. 3 bonds) downgraded to 'B' from 'BB-', and placed
     on Rating Watch Negative.

The Rating Watch Negative for all three credits is tied to
uncertainty regarding General Motors Corporation's (Issuer Default
Rating rated 'C' by Fitch) numerous facilities and employees
within the city and the TIFAs.

The downgrade for the 2002 GBA LTGO bonds reflects the city's
exposure to GM as its largest employer and taxpayer (approximately
26% of the fiscal 2009 property tax base), significant economic
weakening due to increasing unemployment and a declining tax base,
and a long-standing structural budget deficit in the general fund.
The rating also incorporates the fact that these LTGO debt service
obligations are expected to be paid from TIFA No. 2 revenues.

Should those revenues decline further, Fitch believes that
allocating general fund resources for debt service would pose a
significant challenge.  While the city projects a modest general
fund surplus for the current fiscal year, a deficit in 2009, or
failure to adopt a balanced fiscal 2010 budget with realistic
revenue and expenditure assumptions could lead to additional
negative rating pressure.

The city's economic and financial conditions declined considerably
over the past year, driven partially by layoffs at GM.  In
November 2008, the city's unemployment rate increased to 19.8%,
and preliminary estimates for fiscal 2010 indicate taxable
assessed value declines of between 5% and 6%.  The general fund
cumulative deficit grew to $-7.1 million, or -14.1% of total
spending, at the end of fiscal 2008.

In light of the ongoing challenges, a state-appointed Financial
Management Review Team (the review team) entered into a consent
agreement (the agreement) with the city last June.  Key provisions
of the agreement include quarterly financial reports to the state,
a 90-day limitation on inter-fund borrowing, and the development
of consensus revenue estimates at an annual conference between the
Mayor and the city council.  The review team continues to meet
quarterly to assess the city's compliance with the agreement and
its overall condition.  At any time, the review team could deem
the city out of compliance, and move towards appointment of an
Emergency Fiscal Manager, to take over the city's management and
finances.

The rating on Pontiac's 2002 TIFA No. 2 bonds reflects the
significant exposure to GM, and a structural operating deficit
that has not been adequately addressed.  Based on fiscal 2008 tax
base information provided by the city, GM-owned properties
represented approximately 58% of the TIFA No. 2 tax base, and GM
suppliers represented another 6.3%.  Audited gross fiscal 2008
revenues of $3.7 million provides a slim 1.03 times coverage of
maximum annual debt service, inclusive of TIFA No. 2's various
parity debt service obligations.  MADS occurs in 2009, with debt
service declining notably after that.  In addition, TIFA No. 2
ended fiscal 2008 with another annual operating deficit, its
fourth in the past five years.  Fund balance declined to just
$800,000 at the end of 2008 and a further operating deficit in the
current year could leave TIFA No. 2 with virtually no reserves.
Fitch does note that preliminary financial reports provided by the
city indicate that through the second quarter of fiscal 2009, TIFA
non-debt service related expenditures appear to be significantly
below budget.

The downgrade of Pontiac's 2002 TIFA No. 3 bonds reflects the
recent decline in the captured tax base, and the likelihood of
further declines as the city's housing market continues to weaken.
This significant credit risk is somewhat offset by TIFA No. 3's
adequate debt service coverage, an historical pattern of operating
surpluses, and a sizable fund balance reserve of over $2 million.
Based on fiscal 2008 tax base data provided by the city, captured
value for TIFA No. 3 declined 1.7%, to
$129.6 million.  Fitch expects the declines in captured value to
continue for several more years, reflecting the high proportion of
residential properties in TIFA No. 3 (42% of the fiscal 2007 tax
base).

LoanPerformance data for the entire city as of 3Q'08 indicates
twice the national exposure to subprime loans (52% vs. 26%) and
nearly double the foreclosure rate (19% vs. 11%).  In addition to
the concerns relating to GM, any indication of operating deficits
in TIFA No. 3 could lead to further negative rating pressure.
Located 31 miles from Detroit in Oakland County, Michigan,
Pontiac's wealth levels remain very low, as per capita money
income is 43% of the county, 63% of the state, and 60% of the
nation.  The city's debt levels are moderately high with direct
debt equal to $1,182 per capita, or 2% of market value.  These
ratios include all tax-supported debt obligations of the city
including debt currently paid by TIFA No. 2, but further secured
with the city's LTGO pledge, or the city's share of Distributable
State Aid.


PROPEX INC: Gets Interim OK to Borrow Up to $30-Mil. From Wayzata
-----------------------------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for Eastern
District of Tennessee has authorized Propex Inc. and its
ffiliates, on an interim basis, to borrow up to $30 million from
Wayzata Investment Partners LLC, acting as sole administrative
agent, and Wayzata Opportunities Fund II, L.P., and certain other
lenders.

The Court will convene a final hearing on February 9, 2009, at
1:30 p.m. EST, to consider the Debtors' request.

The new lending facility envisions a sale of substantially all of
Propex's assets as going concerns on or before March 24, 2009.
Propex stated at the court hearings that Wayzata is interested as
a bidder in an auction process for substantially all of the
companies' assets, with the buyer continuing the operations of
Propex after the sale and assuming certain liabilities, such as
the employees of the ongoing operations and satisfying ongoing
obligations to vendors and employees.

        Wayzata Facility Forces Liquidation of Propex,
                 Committee, et al., Assert

Before the Court entered its Interim DIP ruling, the Official
Committee of Unsecured Creditors, Pension Benefit Guaranty
Corporation, the U.S. Trustee, and Black Diamond Capital
Management, Inc., expressed their opposition to the 2009 DIP
Facility.  The Objectors asserted that they were not given
adequate notice of the Replacement DIP Motion.  The Objectors
complained that the Replacement DIP Motion lacked fundamental due
process as the Credit Agreement did not include a proposed form
of the DIP order, a DIP budget and numerous other basic
documents.

James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, counsel for the Committee, contended the proposed
postpetition financing should not be approved for these reasons:

  (i) It dictates the terms of the Debtors' reorganization in
      that it forces the immediate liquidation of the Debtors'
      assets.

(ii) It significantly alters all creditors' rights with respect
      to the Debtors' assets in that, once the proposed
      financing facility is approved, creditors and parties-in-
      interest have no meaningful opportunity to oppose the sale
      of the Debtors' assets without jeopardizing the Debtors'
      postpetition financing.

(iii) It requires the Debtors to liquidate all of their assets
      immediately, leaving nothing left to reorganize.

The Committee said that the proposed financing facility
inappropriately forces the Debtors to liquidate their assets in a
short period of time without any showing that a sale will
maximize value.  According to the Committee, the proposed
financing seeks to transfer to the DIP Lender -- a party with no
fiduciary obligations to the Debtors' creditors -- the power to
determine the course of the Chapter 11 cases.  In this light,
prosecution of the Replacement DIP Motion constitutes a violation
of the Debtors' fiduciary obligations to their estates, Mr. Savin
argued.

Pension Benefit Guaranty Corporation, an agency that administers
a defined benefit pension plan termination insurance programs
under Title IV of the Employee Retirement Income Security Act of
1974, asserted that any collateralization of non-Debtor assets is
not permitted under the Bankruptcy Code because the interest in
the property is not part of the estate.  By providing the lenders
with a lien on the assets of the Debtors' foreign subsidiaries,
the DIP financing would put the lenders ahead of other creditors,
PBGC asserted.

Black Diamond Capital affirmed that it represents a majority in
amount of the Debtors' outstanding senior secured debt.  Black
Diamond asked the Court to deny the Replacement DIP Motion to the
extent that the Debtors cannot adequately protect the prepetition
senior lenders.  Black Diamond contended that either as a going
concern or in liquidation, the value of the Debtors' assets will
not yield enough to pay their creditors in full.  Black Diamond
added that the representation in the DIP Motion that the DIP
Lenders have refused to extend the maturity date of the existing
DIP facility was inaccurate.

Black Diamond's objection was supported by Schultze Asset
Management Inc., Denali Capital LLC, Aladdin Capital Management,
LLC, Eaton Vance Capital, GECC, and Regiment Capital.

For his part, Richard B. Clippard, the U.S. Trustee for Region 8,
asserted that the Debtors' agreement with the DIP Lenders to have
a sale of the assets no later than April 24, 2009, discourages
potential purchasers and gives little time for due diligence by
other potential purchasers.  Mr. Clippard contended that the
Replacement DIP Motion changes the entire course of the Debtors'
case from working toward a consensual plan to working toward a
quick sale to the company providing DIP Financing.  Moreover, the
Replacement DIP Motion should be denied for failing to provide 20
days' notice to parties-in-interest, the U.S. Trustee added.

The Debtors submitted to the Court a proposed DIP order on
January 21, 2009, to address some of the objections.
Furthermore, the January 22, 2009 hearing was continued to
January 28 to give parties-in-interest adequate time to review
the proposed DIP Financing.  Pension Benefit subsequently
withdrew its objections, saying that it has settled its
objections with the Debtors.

                   Debtors React to Objections

The Debtors maintained that the 2009 DIP Facility will allow them
to conduct an orderly sale process for their assets, thereby
maximizing the value of the prepetition lenders' collateral.

Henry J. Kaim, Esq., at King & Spalding LP, in Houston, Texas,
emphasized that Wayzata's proposal provided the only alternative
for the Debtors to exit their cases as continued going-concerns
and thereby preserve thousands of jobs.  Without additional funds
under the 2009 DIP Facility, the Debtors' opportunity to maintain
their operations in light of declining liquidity would be scarce
and liquidation likely would be forthcoming, Mr. Kaim told the
Court.

In further support of the fairness and adequacy of the 2009 DIP
Facility, the Debtors noted that although the Creditors Committee
and Black Diamond have posed objections to the 2009 DIP Facility,
neither they nor any other party has proposed an alternative,
committed financing arrangement which provides the Debtors and
their assets with more favorable terms.

"In essence, approval of the objections leads only to one
conclusion: no financing for the Debtors and an inevitable
liquidation of the Debtors' assets, risks thousands of jobs and
creates the very real potential for a significant increase in
unsecured claims," Mr. Kaim said.

With regards to the Committee's objections, Mr. Kaim clarified
said that the 2009 DIP Financing Agreement does not identify an
ultimate buyer and purchase price of the Debtors' assets.
Instead, sufficient time will be alloted for marketing the
Debtors' assets and conducting a bidding process, which will
assure that, when the Debtors do file their Section 363 motion
with the Court, the highest and best price obtainable for the
Debtors' assets will be presented to the Court and creditors, he
said.

          Black Diamond Presents Alternative Financing

In a supplemental objection, Black Diamond told the Court that it
was prepared to provide the Debtors with the financing
substantially the same terms as proposed by Wayzata, but with two
significant improvements:

(i) Black Diamond would provide existing prepetition lenders
     with an opportunity to participate in the Black Diamond
     loan, with the expectation that this would help garner
     additional support among prepetition lenders for the Black
     Diamond DIP Loan; and

(ii) Black Diamond offered to eliminate the Exit Fee as
     described in Wayzata DIP Agreement and noted that better
     economics would benefit the Debtors and all of creditors
     generally.  The proposed Wayzata Exit Fee could total as
      much as 3% of the proposed loan or $1,950,000.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
in Nashville, Tennessee, told Judge Cook that Black Diamond
contacted the Debtors to discuss the proposal, but the Debtors
refused to negotiate claiming it was prohibited from doing so by
certain exclusivity provisions contained in the non-binding terms
sheet that they had with Wayzata.

Given that Black Diamond is willing to provide the Debtors with
financing on better terms, Mr. Norton asserted that the
Replacement DIP motion should be denied; the Black Diamond DIP
loan should be approved; and the Court should admonish the
Debtors for failing to satisfy their obligations as debtors-in-
possession.

               Immediate Liquidity Warranted on
                Propex's Operations, Court Held

Upon review of the parties' arguments, Judge Cook opined that
good cause has been shown for entry of an Interim DIP Order.  He
held that the Debtors will be irreparably harmed absent immediate
liquidity.  The Court thus permitted that the Debtors, on
January 29, 2009, to enter into the Wayzata DIP Documents.

Objections to the Interim DIP Order not otherwise resolved or
withdrawn are overruled.

All of the DIP Obligations under the 2009 Facility constitute
allowed claims against the Debtors with priority over and all
administrative expenses and all other claims against the Debtors,
subject only to the payment of the Carve-Out, Judge Cook ruled.

As security for the DIP obligations, the 2009 DIP Lenders are
granted first lien on all of the Debtors' unencumbered property,
liens priming the Prepetition Lenders' liens, and liens senior to
certain other liens.

Judge Cook authorizes the Debtors to use a part of the 2009 Loan
Proceeds to pay in full their existing obligations under the
January 2008 Credit Facility with BNP Paribas Securities Corp.,
as administrative agent, and certain other lenders.  As of
January 23, 2009, the total amount outstanding under the 2008 DIP
Facility is $32,774,377, plus $420,000 in cash used to cash
collateralize letters of credits issued by BNP Paribas.

Upon full payment of the 2008 Facility Obligations:

  (a) the Debtors and their estates will not have any additional
      remaining liabilities with respect to the 2008 Facility;

  (b) the 2008 Facility will immediately be terminated and will
      be of no further force or effect; and

  (c) any and all security interest, liens and other interest
      granted to the Lenders under the 2008 Facility and the
      2008 DIP Order will immediately be released and
      terminated.

Without prejudice to the rights of the Creditors Committee to
prosecute its claims against the Prepetition Agent in Adversary
Proceeding No. 08-01136 and the present appeal of the Bankruptcy
Court Order confirming liens granted in the Debtors' cases, the
Debtors reaffirm that (i) they were indebted and liable to the
Prepetition Lenders with respect to a $230 million prepetition
loan; and that (ii) they do not release any claims,
counterclaims, causes of action, defenses or set-off rights
against the Prepetition Lenders.

The 2009 Facility requires the Debtors, as part of their Chapter
11 process, to:

  (a) file, no later than February 10, 2009, (i) a motion for
      approval of bidding procedures with respect to a proposed
      sale of substantially all of their assets under Section
      363 of the Bankruptcy Code to a potential stalking horse
      bidder or other successful bidder, and (ii) a motion for
      authority to enter into that proposed asset sale;

  (b) obtain Court approval of the Bid Procedures no later than
      March 4, 2009;

  (c) conduct an auction in accordance with the Bid Procedures
      to determine the winning bidder, no later than March 23,
      2009; and

  (d) obtain Court approval of the sale of substantially all
      of their assets no later than March 24, 2009.

The Debtors are authorized to pay, without the need for further
Court approval, all reasonable out-of-pocket expenses of the DIP
Lenders in connection with the 2009 DIP Facility.

A full-text copy of the Wayzata Interim DIP Order can be accessed
for free at http://bankrupt.com/misc/Propex_InterimDIP.pdf

                          Cash Collateral

Judge Cook also authorized the Debtors to use cash collateral of
their Prepetition Lenders, on an interim basis, pursuant to and
limited by the provisions of a DIP Budget.

The Debtors' use of Cash Collateral will automatically terminate
on the date that is the earlier of 10 days after an Event of
Default under the DIP Facility or the maturity of the 2009 DIP
Facility, the Court held.

The Prepetition Lenders are entitled to adequate protection of
their interest in the Prepetition Collateral in an amount equal
to the aggregate diminution in value of their Prepetition
Collateral, the Court ruled.

To secure the Debtors' Adequate Protection Obligations, the
Prepetition Lenders are granted valid, perfected replacement
security interests in and liens on all the Collateral, subject
and subordinate only to certain permitted Prepetition Liens; DIP
Lenders' Liens; and the Carve-Out.

The Debtors are directed to provide the Prepetition Lenders and
the Official Committee of Unsecured Creditors with copies of all
written reports, information and other materials delivered to the
DIP Lenders pursuant to the 2009 DIP Facility.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PROPEX INC: Drops Bid for Extension of Solicitation Period
----------------------------------------------------------
Propex Inc. and its affiliates withdrew their request for an
extension of the period within which they have the exclusive right
for the solicitation of acceptances for their Plan of
Reorganization on January 21, 2009.  No reason was stated for the
withdrawal.

As reported by the Troubled Company Reporter on January 20, 2009,
the Debtors ask the U.S. Bankruptcy Court for the Eastern District
of Tennessee to extend their exclusive period to solicit
acceptances of their Plan of Reorganization through April 23,
2009, to coincide with and compliment their new replacement
postpetition financing facility.

The Debtors' current Exclusive Solicitation Period was set to
expire on January 31, 2009.  In their request, the Debtors said
they need more time for the Solicitation Period as they still have
unresolved contingencies in their bankruptcy cases.  The Debtors'
current DIP Lenders have declined to extend the terms of the
Debtors' existing DIP Facility, set to mature on January 23, 2009.
In this light, the Debtors' attention has been focused on
obtaining a new DIP Facility with Wayzata Investment Partners LLC
in an amount in excess of the current DIP Facility and on
substantially similar terms, Henry J. Kaim, Esq., at King &
Spalding, LLP, in Houston, Texas, explained.  The Wayzata DIP
Facility provides for maturity date of April 23, 2009.

Moreover, the Debtors relate that they recently got Court
authority to execute an exit financing term sheet with Wayzata,
and are moving towards integrating the exit term sheet into their
plan discussions.  Mr. Kaim adds that additional time is
necessary for the Debtors to finalize the terms of their proposed
exit from Chapter 11 and provide creditors with reasonable amount
of time to review the terms of the exit plan, as well as cast
ballots and seek confirmation of the amended plan of
reorganization.

"The new DIP Facility with Wayzata provides the appropriate
platform to re-energize the exit process," Mr. Kaim says.

Mr. Kaim further contends that "cause" exists to extend the
Debtors' Solicitation Period, considering the size and complexity
of their businesses and the unprecedented credit freeze and
economic downturn, not only in the United States, but around the
world.

The Debtors emphasize that they are not seeking to "hide-out" in
Chapter 11 for the purpose of pressuring their creditors to
unreasonable demands.  To the contrary, Mr. Kaim says, the
Debtors are attempting to reorganize and obtain confirmation as
soon as possible.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


QTC MANAGEMENT: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on Diamond Bar, California-based QTC Management Inc.  The
corporate credit rating was lowered to 'B' from 'B+'.  At the same
time, the issue rating on the company's $15 million first-lien
revolving credit facility and $140 million senior secured term
loan due 2012 was lowered to 'B' from 'B+'.  The recovery rating
on the debt was unchanged at '3'.  The action reflects concern
regarding tightening covenant levels in 2009.

"While the company's base business has been performing
within expectations and continues to generate free cash flow,
significant covenant step-downs in the credit agreement may
challenge the company to loosen these financial constraints in a
difficult lending environment," said Standard & Poor's credit
analyst Alain Pelanne.  The outlook is negative.

The rating on outsourced disability exam provider QTC continues to
reflect the company's vulnerabilities tied to its narrow business
focus, heavy reliance on three government agency customers, and
aggressive financial risk profile.  These factors partly are
offset by its established positions with several key government
agencies, strong margins, and scalable business model.

QTC performs medical examinations under contract on a fee-for-
service basis with about 15 different government agencies and
offices, including the Department of Veterans Affairs, the
Department of Labor, and the Social Security Administration, among
others.  The company's largest contract is with the VA, which
represents a significant portion of its revenues and, therefore,
poses a significant customer concentration risk.

Heightened political and public attention on the needs of disabled
veterans helps underscore the importance of QTC's role in the care
received by veterans, as the company assists government agencies
process disability claims on a more timely basis.  However, this
focus also increases the risk of a new technological or process
solution entering the marketplace, underscoring the risk of
operating in such a niche industry.

While QTC's size makes it the largest provider of its services in
the industry, individual contracts remain vulnerable to bidding at
expiration, especially if the company doesn't perform to pre-
negotiated levels of quality and timeliness.  It is also possible
that smaller competitors could try to win contracts by cutting
their prices.

The company has deleveraged meaningfully since the time of its LBO
in 2005, and its lease-adjusted leverage currently stands in the
mid4x area, versus over 6x in 2005.  However, liquidity may be
limited by the expected tightness in covenants if the company is
forced to go to lenders for an amendment.


RADNET MANAGEMENT: S&P Gives Stable Outlook; Holds 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Los Angeles, California-based RadNet Management Inc. to
stable from positive.  This action reflects S&P's view that
RadNet's financial risk profile will not improve sufficiently
within the next 12 months to warrant an upgrade.  While RadNet
made recent acquisitions at attractive multiples, incremental
capital and operating leases (which S&P view as off-balance-sheet
debt) associated with these transactions have diminished the rate
of previously anticipated financial improvement.  In addition,
Standard & Poor's also affirmed the ratings on RadNet.

The 'B' rating on RadNet, the wholly-owned operating subsidiary of
RadNet Inc., reflects the fragmented and competitive nature of the
diagnostic imaging industry, relatively low barriers to entry,
reimbursement risk, and the company's considerable dependence (in
California) on an affiliated entity, Beverly Radiology Medical
Group, for its professional staffing.  Adjusted for operating
leases, debt leverage is high.  BRMG supplies the majority of
RadNet's California medical professionals through a contractual
arrangement that extends through 2014.  Because of the
interdependence and common ownership among RadNet, RadNet Inc.,
and BRMG, Standard & Poor's views them as a consolidated entity
for rating purposes.

The outlook is stable.  The company's goal is to bring down its
4.7x leverage, per its bank loan calculations, to about 4x.

While the company's goal is to bring down its 4.7x leverage (per
its bank loan calculations) to about 4x over the next couple of
quarters, S&P believes that RadNet will be challenged to generate
the earnings and free cash flow to do so.  Still, EBITDA growth
tied to recent acquisitions, combined with debt paydown, could
bolster credit prospects.

"Accordingly, S&P could restore the positive outlook, if S&P gain
confidence that adjusted debt leverage will remain near 4.5x on a
sustained basis," said Standard & Poor's credit analyst Cheryl E.
Richer.  This could happen if, for example, debt declined by $50
million, possibly resulting from a 100-basis-point improvement in
operating margins and organic growth of more than 4%.

"While prospects for a downgrade appear unlikely, lower procedure
volume or reimbursement cuts that would limit EBITDA growth to
under 3% could put the company in danger of breaching its debt
covenants," she continued.


RANDY'S EXPRESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Randy's Express Service, Inc.
        8545 Pecan Avenue
        Rancho Cucamonga, CA 91786

Bankruptcy Case No.: 09-11196

Chapter 11 Petition Date: Januawy 26, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R Wade
                  400 N. Mountain Ave. Ste. 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  Email: dp@srwadelaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-11196.pdf

The petition was signed by Rany Orr, President of the company.


RD MOTORS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: RD Motors, Inc.
        8200 W. Colfax Avenue
        Lakewood, CO 80214

Bankruptcy Case No.: 09-10952

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

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

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

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

The petition was signed by Ronald M. Drake, President of the
company.


RED HAT: S&P Raises Corporate Credit Rating to 'BB' from 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Raleigh, North Carolina-based Red Hat,
Inc. to 'BB' from 'BB-', reflecting the company's consistent
operating performance and improved capital structure.  The outlook
is stable.

"The ratings reflect Red Hat's relatively narrow business profile
and modest operating scale, as well as rapid technology
evolution," said Standard & Poor's credit analyst Martha Toll-
Reed.  S&P believes these concerns partly are offset by barriers
to entry provided by the large number of independent software and
hardware vendors which certify their products to work with Red
Hat, as well as liquidity, balance sheet strength and cash flow
that are good for the rating level.

Red Hat provides open-source operating and middleware software and
related services predominantly to large enterprise customers.  The
company sells subscriptions for its operating and middleware
products, entitling the customer to support and software updates.
Red Hat supplements its software business with training and
consulting services, and it has a small presence in the desktop
and embedded operating systems markets.  The company works with a
global open-source community of software developers, which it uses
to reduce the cost and development time of its Linux-based
software.


RENEW ENERGY: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Renew Energy LLC
        fka Jefferson Junction LLC
        fka Jefferson Grain Processors, LLC
        fka OPM of Jefferson LLC
        N5355 Junction Road
        Jefferson, WI 53549
        312-715-5000

Bankruptcy Case No.: 09-10491

Type of Business: The Debtor operates an ethanol plant facility.

                  See: http://www.renewenergyllc.com/

Chapter 11 Petition Date: January 30, 2009

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Christopher Combest, Esq.
                  ccombest@quarles.com
                  Quarles & Brady LLP
                  500 W. Madison Street, Suite 3700
                  Chicago, IL 60661
                  Tel: (312) 715-5091
                  Fax: (312) 632-1727

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Olsen's Mill, Inc.             Corn              $20,021,575
Attn: Paul Olsen
N2084 State Road 49
Auroraville, WI 54923
Tel: (920) 361-4420

Utica Energy                   Trade Debt        $3,927,281
Attn: Dan Clark                Insurance Premiums
4995 State Road 91             and Claims
Oshkosh, WI 54904-9416         processing

WI Dept of Transportation      Loan              $2,810,000
Attn: John Sobotik
4802 Sheboygan Ave., Rm. 115B
PO Box 791
Madison, WI 53707
Tel: (608) 267-6734

C.R. Meyer and Sons Co.        Construction      $959,937
Attn: Pete LeCompte            Engineers
895 W. 20th Ave.
Oshkosh, WI 54903
Tel: (920) 235-3419

Integrys Energy Services, Inc. Natural Gas       $7 53,415
Attn: Tim Schmitt
124 W. Broadway, Suite 300
Madison, WI 53716
Tel: (608) 222-5183

Barr-Rosin, Inc.               Provider of Dyer  $741,611
Attn: Colin Crankshaw          for Production -
255 38th Ave.                  Equipment
St. Charles, IL 60174
Tel: (630) 584-4406

Danisco USA, Inc.              Chemicals         $654,329
Attn: Jodi Henderson
2600 Kennedy Drive
Beloit, WI 53511
Tel: (608) 365-4526

American Exchanger Services    Construction      $576,694
Inc.                           Contractors
Attn: Joe Bruno
11811 W. Whitaker Ave.
Greenfield, WI 53228
Tel: (414) 433-4839

Cereal Process Technologies    Design            $559,831
Attn: Steve Rosen              Engineering Firm
7777 Walnut Grove Rd.
PO Box 24
Memphis, TN 38120
Tel: (314) 291-8595

Milport Enterprises            Chemicals         $518,844
Attn: Jon Denman
2829 South 5th Court
Milwaukee, WI 53207
Tel: (414) 769-0167

Energy Management Corp.        Exec. Management  $509,793
Attn: Dan Clark                Salaries,
4995 State Road 91             Benefits & fees
Oshkosh, WI 54904-9416
Tel: (920) 230-3845

Delta-T                        Design            $306,942
                               Engineering

Town of Aztalan                Property Taxes    $262,670

Plains Marketing Canada, L.P.  Supplier          $231,180

WE Energies Terry Cerni        Electric/Natural  $211,021
- Legal Dep't                  Gas

Alltech, Inc.                  Chemicals         $186,700

RMT, Inc.                      Environmental     $102,798

Watertech of America, Inc.     Boiler Chemical   $85,767

Powerhouse Equipment &         Boiler Lease      $79,500
Engineering Co., Inc.

Centrisys                      Equipment         $76,358

Tyco Valve Systems             Replacement Parts $72,224

Arkema, Inc.                   Parts provider    $72,143

Great Lakes Mechanical         General           $68,175
                               Contractor

Chicago Freight Car Leasing    Car Lease         $59,791

Cargill, Inc.                  Ag Business       $49,036

The petition was signed by Jeffrey M. White, chief executive
officer.


RICHMOND'S ENTERPRISE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Richmond's Enterprise, Inc.
        a/k/a Jeffrey Richmond
        a/k/a Jacqulyn McPherson
        a/k/a Brenda Richmond
        115 Horace Street
        Dayton, OH 45402

Bankruptcy Case No.: 09-30277

Chapter 11 Petition Date: January 22, 2009

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

Debtor's Counsel: Alfred Wm. Schneble, III, Esq.
                  Phillips Law Firm, Inc.
                  9521 Montgomery Road
                  Cincinnati, OH 45242
                  Tel: (513) 985-2500
                  Fax: (513) 985-2503
                  Email: bud@phillipslawfirm.com

Total Assets: $3,941,843

Total Debts: $3,383,527

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

            http://bankrupt.com/misc/ohsb09-30277.pdf

The petition was signed by Jeffery Richmond, President of the
company.


RICKY DEJAGER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ricky Lee DeJager
        d/b/a DeJager Construction & Log Homes
        d/b/a Crestview Homes
        116 Okie Dokie Lane
        Yankton, SD 57078

Bankruptcy Case No.: 09-40031

Chapter 11 Petition Date: January 23, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Debtor's Counsel: Laura L. Kulm Ask, Esq.
                  Gerry & Kulm Ask, Prof LLC
                  PO Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  Email: ask@sgsllc.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/sdb09-40031.pdf

The petition was signed by Ricky Lee DeJager and Carolyn Dawn De
Jager.


RISKMETRICS GROUP: Moody's Affirms 'Ba3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of RiskMetrics Group Holdings LLC (RiskMetrics Holdings) and
changed the rating outlook to positive from stable.

"The positive outlook considers the company's track record of
solid revenue and earnings growth since the acquisition of
Institutional Shareholder Services, Inc. in early 2007 and the
expectation of further profit growth in 2009 despite difficult
conditions in the financial sector," stated Lenny Ajzenman, Vice
President and Senior Credit Officer.

The Ba3 CFR also reflects leading market positions in risk
management and corporate governance end markets, very good
liquidity and a stable, subscription-based business model. Credit
metrics are strong for the Ba3 rating category, with significant
cushion in cash flow metrics.  However, the ratings are
principally constrained by the limited size of its earnings base,
concentration of its customer base in the financial sector and
concern that a difficult environment for financial sector clients
could lead to declining retention rates and slower new
subscription sales.

These ratings were affirmed:

  * Corporate Family Rating, Ba3
  * Probability of Default rating, B1
  * $25 million first lien revolver due 2013, Ba3 (LGD 3, 33%)
  * $300 million first lien term loan due 2014, Ba3 (LGD 3, 33%)

The last rating action on RiskMetrics was on February 1, 2008 at
which time Moody's upgraded the CFR to Ba3 from B1, concluding a
review for possible upgrade initiated on January 16, 2008.  On
January 30, 2008, the company's parent holding company,
RiskMetrics Group, Inc. completed an initial public offering of
its common stock at a price of $17.50 per share.

Based in New York, RiskMetrics is a leading provider of risk
management and corporate governance products and services to
participants in the global financial markets.  The company
generally provides it products and services across multiple asset
classes, markets and geographies to a customer base that includes
asset managers, hedge funds, pension funds, banks, insurance
companies, financial advisors and corporations.


RITE AID: Renews Receivables Financing Deal Until January 2010
--------------------------------------------------------------
Rite Aid Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that the company entered into
an additional Amendment with the parties that provides for a
renewal of the commitments under the Receivables Financing
Agreement for a 364-day period, commencing Jan. 22, 2009, and
ending Jan. 21, 2010.

On Jan. 15, 2009, the company entered into an amendment to its
Receivables Financing Agreement, by and among Rite Aid Funding II,
CAFCO, LLC, CRC FUNDING, LLC, Falcon Asset Securitization Company
LLC, Variable Funding Capital Company LLC, as the investors,
Citibank, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as the banks, Citicorp North America, Inc.,
as program agent, CNAI, JPMorgan and Wachovia, as investor agents,
Rite Aid Hdqtrs. Funding, Inc., as collection agent, and certain
other parties thereto as originators, extending their commitment
to the Receivables Financing Agreement, which had been scheduled
to expire on Jan. 15, 2009, to Jan. 22, 2009.

Under the terms of the Receivables Financing Agreement dated as of
Sept. 21, 2004, Rite Aid sells substantially all of its eligible
third party pharmaceutical receivables to a special purpose entity
and retains servicing responsibility.  The assets of the SPE are
not available to satisfy the creditors of any other person,
including any of the company's affiliates.  These agreements
provide for the company to sell, and for the SPE to purchase,
these receivables.  The SPE then transfers interests in these
receivables to various commercial paper vehicles.  Under the terms
of the securitization agreements, the total amount of interest in
receivables that can be transferred to the CPVs is $650 million.

The amounts available to the company under the Receivables
Financing Agreement are dependant upon a formula that takes into
account such factors as write-off history, receivable
concentrations and other adjustments.  Adjustments to the formula
are at the discretion of the CPVs.  If any of the CPVs fail to
renew their commitment under these agreements, the company has
access to a backstop facility, which is backed by the banks under
the securitization agreement, and which expires in September 2010,
to provide receivable financing to the company.  Similar to the
Receivables Financing Agreement, amounts available under the
backstop facility would be dependent upon a formula that takes
into account such factors as default history, obligor
concentrations and potential dilution and adjustments to the
formula would be at the discretion of the banks.

The company continues to have access to the backstop facility,
which expires in September 2010.

The CPVs have the discretion under the Receivables Financing
Agreement to adjust the amount of transferred receivables
permitted to be outstanding at any one time based on a formula
that takes into account a number of factors, including obligor
concentrations, and under the  Renewal Amendment, the CPVs have
lowered certain concentration limits which will result in a step-
down in borrowing availability beginning Jan. 22, 2009, of
approximately $100 million and an additional step-down of
approximately $100 million beginning Feb. 20, 2009.  To replace
the loss of borrowing availability under the Receivables Financing
Agreement, the company has executed a Commitment Letter with
Citigroup Global Markets Inc., pursuant to which Citi will act as
sole lead arranger and sole bookrunning manager on a new second
priority accounts receivable securitization term loan.  The Second
Lien Facility will be up to $200 million, of which Citi has
already committed to provide $100 million of the Second Lien
Facility and arrange on a best efforts basis a syndicate to
provide up to an additional $100 million.  Citi's obligations with
respect to the syndication continue through the earlier of (a) the
closing of the Second Lien Facility and (b) Feb. 20, 2009.  There
can be no assurance that these efforts will be successful or that
the Second Lien Facility will be in an aggregate amount in excess
of the currently committed $100 million facility.

Amounts outstanding under the Second Lien Facility will be secured
by second priority liens on the eligible third party
pharmaceutical receivables securing the Existing Facility.  The
Second Lien Facility is expected to close on or about Feb. 20,
2009, and mature on Sept. 14, 2010.

The company has four primary sources of liquidity: (i) cash and
cash equivalents, (ii) cash provided by operating activities,
(iii) the sale of accounts receivable under its receivable
securitization agreements and (iv) the revolving credit facility
under its senior secured credit facility.  Based upon its current
levels of operations, planned improvements in its operating
performance, the approval by its stockholders of the proposed
reverse stock split and the opportunities that it believes the
acquisition of Brooks Eckerd provides, the company believes that
cash flow from operations together with available borrowings under
the senior secured credit facility, sales of accounts receivable
under the Existing Facility and the new Second Lien Facility that
has been committed to by Citi and other sources of liquidity will
be adequate to meet its requirements for working capital, debt
service and capital expenditures for the foreseeable future.

A full-text copy of the Amendment No. 10 to Receivables Financing
Agreement is available for free at:

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

A full-text copy of the COMMITMENT LETTER is available for free
at:

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


In connection with the Commitment Letter and syndication of the
Second Lien Facility, certain information relating to the third
party pharmaceutical receivables transferred under the Receivables
Financing Agreement is being provided to potential participants in
the Second Lien Facility.

A full-text copy of the ADDITIONAL RECEIVABLES DATA is available
for free at http://ResearchArchives.com/t/s?38cd

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2009,
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.


RYLAND GROUP: Signs 4th Amendment to Credit Pact With JPMorgan
--------------------------------------------------------------
On January 22, 2009, The Ryland Group, Inc., entered into the
Fourth Amendment to Credit Agreement, among the company, J.P.
Morgan Chase Bank, N.A., as Agent, and the lenders listed therein,
which amended its $550.0 million unsecured revolving credit
facility.

The Amendment, among other things:

   a) decreased the company's borrowing availability from
      $550.0 million to $200.0 million;

   b) changed the definition of consolidated tangible net worth
      and reduced the base amount for the minimum consolidated
      tangible net worth covenant default limit to
      $300.0 million;

   c) amended the leverage ratio restriction to be no more than
      55 percent;

   d) agreed to establish certain liquidity reserve accounts in
      the event the company fails to satisfy an interest coverage
      test and an adjusted cash flow from operations to interest
      incurred test;

   e) changed the restriction of the company's book value of
      unsold land to 1.20x its consolidated tangible net worth;

   f) changed the borrowing base to allow for 100 percent use of
      unrestricted cash in excess of $25.0 million, less any
      drawn balances on the revolving credit facility;

   g) established a requirement for the company to cash
      collateralize a pro rata share of a defaulting lender's
      letter of credit and swing line exposure;

   h) established an annual common stock cash dividend limit of
      $10.0 million; and

   i) increased the pricing grid, which is based on the company's
      leverage ratio and public debt rating, as well as the
      interest coverage ratio.

The Credit Agreement's maturity date of January 2011 remains
unchanged and the uncommitted accordion feature has been reduced
to $300.0 million.

                                                   Pro forma
                          Pro rata     Existing    Commitment For
  Lender                  Share        Commitment  4th Amendment
  ------                  --------     ----------  -------------
  JPMORGAN/
  WASHINGTON MUTUAL BANK  13.3216% $73,268,636.97  $26,643,140.72

  REGIONS BANK             4.4111   24,261,138.07    8,822,232.03

  BANK OF AMERICA, N.A.    8.8222   48,522,276.14   17,644,464.05

  BANK OF IRELAND          1.9850   10,917,512.13    3,970,004.41

  BARCLAYS BANK PLC        6.6167   36,391,707.10   13,233,348.04

  CALYON NY BRANCH         2.6467   14,556,682.84    5,293,339.21

  CHANG HWA
  COMMERCIAL BANK LTD.     0.8822    4,852,227.61    1,764,446.40

  CITICORP NORTH
  AMERICA INC.             8.8222   48,522,276.14   17,644,464.05

  CITY NATIONAL BANK, N.A. 2.2056   12,130,569.04    4,411,116.01

  COMERICA BANK            3.0878   16,982,796.64    6,175,562.41

  COUNTRYWIDE BANK, N.A.   6.6167   36,391,707.10   13,233,348.04

  FIRST COMMERCIAL BANK    0.8822    4,852,227.61    1,764,446.40

  GUARANTY BANK            5.7345   31,539,479.49   11,468,901.63

  MALAYAN BANK BERHAD      0.4411    2,426,113.81      882,223.20

  NATIXIS, SA              3.0878   16,982,796.64    6,175,562.41

  PNC                      3.9700   21,835,024.26    7,940,008.82

  THE ROYAL BANK
  OF SCOTLAND PLC          8.8222   48,522,276.14   17,644,464.05

  SUNTRUST BANK, INC.      5.2933   29,113,365.68   10,586,678.43

  UBS AG                   3.5289   19,408,910.45    7,057,785.62

  WACHOVIA BANK, N.A.      8.8222   48,522,276.14   17,644,464.05
                         --------- --------------  --------------
                            100%  $550,000,000.00 $200,000,000.00

A full-text copy of the Fourth Amendment is available for free at:

               http://researcharchives.com/t/s?38e1

                        About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

                          *     *     *

As of December 31, 2008, the company's balance sheet showed total
assets of $1,862,988,000, total liabilities of $1,123,810,000,
minority interest of $13,816,000, resulting in total stockholders'
equity of $725,362,000.

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Ryland Group, Inc.'s issuer default
rating and outstanding debt ratings: (i) IDR to 'BB' from 'BB+';
(ii) senior unsecured to 'BB' from 'BB+'; and (iii) unsecured bank
credit facility to 'BB' from 'BB+'.  The rating outlook remains
negative.

The TCR reported on Nov. 28, 2008, that Moody's Investors Service
downgraded all of the ratings of The Ryland Group, Inc., including
its corporate family rating to Ba3 from Ba2, its probability of
default rating to Ba3 from Ba2, and its senior notes rating to Ba3
from Ba2.  At the same time, Moody's affirmed the company's
speculative grade liquidity rating at SGL-3.  The outlook remains
negative.


RYLAND GROUP: Posts $396,585,000 Net Loss for Year Ended Dec. 31
----------------------------------------------------------------
The Ryland Group, Inc., disclosed in a regulatory filing dated
January 28, 2009, the results for its fourth quarter ended
December 31, 2008.

   -- Cash from operations totaled $78.7 million for the quarter
      ended December 31, 2008;

   -- Cash balance of $423.3 million as of December 31, 2008;

   -- Current tax receivable of $160.7 million as of December 31,
      2008;

   -- Net debt-to-total capital ratio was 33.6 percent at
      December 31, 2008;

   -- Pretax charges for inventory valuation and other
      adjustments were $48.9 million, option deposits and
      feasibility write-offs were $6.2 million, and losses from
      land sales totaled $19.7 million for the fourth quarter of
      2008;

   -- Loss of $1.40 per share for the quarter ended December 31,
      2008, included inventory valuation adjustments, write-offs,
      and impairments to goodwill and joint ventures, compared to
      a loss of $4.80 per share for the same period in 2007;

   -- Consolidated revenues of $528.2 million for the quarter
      ended December 31, 2008, reflected a decrease of 38.6
      percent from the quarter ended December 31, 2007;

   -- Housing gross profit margins averaged 10.2 percent,
      excluding inventory valuation adjustments and write-offs,
      for the quarter ended December 31, 2008, compared to 14.0
      percent for the same period in 2007.  Including the
      inventory valuation adjustments, housing gross profit
      margins averaged 0.1 percent for the fourth quarter of
      2008, compared to negative 15.3 percent for the same period
      in 2007;

   -- Selling, general and administrative expenses, as a
      percentage of homebuilding revenue, were 11.7 percent for
      the fourth quarter of 2008, compared to 10.2 percent for
      the fourth quarter of 2007.  Excluding severance,
      relocation, model abandonment and goodwill impairment costs
      and charges, selling, general and administrative expenses,
      as a percentage of revenue, were 9.1 percent for the fourth
      quarter of 2008;

   -- Closings totaled 1,964 units for the quarter ended
      December 31, 2008, reflecting a 35.8 percent decrease from
      the same period in the prior year;

   -- New orders in the fourth quarter of 2008 declined 65.3
      percent to 554 units from 1,596 units in the fourth quarter
      of 2007;

   -- Inventory of houses started and unsold decreased by 22.4
      percent to 639 units at December 31, 2008, from 823 units
      at December 31, 2007.

              Results for the Fourth Quarter of 2008

For the fourth quarter ended December 31, 2008, the company
reported a consolidated net loss of $59.9 million, or $1.40 per
diluted share, compared to a loss of $201.9 million, or $4.80 per
diluted share, for the same period in 2007.  The company had
inventory and other valuation adjustments, including goodwill and
joint venture impairments, and option deposit and feasibility
write-offs that totaled $55.1 million during the fourth quarter
ended December 31, 2008.

The homebuilding segments reported a pretax loss of $82.7 million
during the fourth quarter of 2008, compared to a pretax loss of
$211.3 million for the same period in 2007.  This reduction was
primarily due to lower inventory valuation adjustments and
write-offs, partially offset by a decline in closings and margins
and higher losses from land sales.

Homebuilding revenues decreased 38.0 percent to $513.5 million for
the fourth quarter of 2008, compared to $828.8 million for the
same period in 2007.  This decline was primarily attributable to
closings totaling 1,964 units for the fourth quarter ended
December 31, 2008, reflecting a 35.8 percent decrease from
closings totaling 3,061 units for the same period in the prior
year, and to an 8.6 percent reduction in the average closing price
of a home, which declined to $246,000 for the quarter ended
December 31, 2008, from $269,000 for the same period in 2007.
Homebuilding revenues for the fourth quarter of 2008 included
$29.6 million from land sales, which contributed a net loss of
$19.7 million to pretax losses, compared to $5.9 million from land
sales for the fourth quarter of 2007, which contributed a net loss
of $223,000 to pretax losses.

New orders of 554 units for the quarter ended December 31, 2008,
represented a decrease of 65.3 percent, compared to new orders of
1,596 units for the same period in 2007.  For the fourth quarter
of 2008, new order dollars declined 66.9 percent to
$122.0 million from $368.7 million for the fourth quarter of 2007.
Backlog at the end of the fourth quarter of 2008 decreased 47.5
percent to 1,559 units from 2,969 units at September 30, 2008, and
declined 45.7 percent from 2,869 units at the end of the fourth
quarter of 2007.  At December 31, 2008, the dollar value of the
company's backlog was $407.1 million, reflecting a decrease of
47.0 percent from September 30, 2008, and a decline of 48.2
percent from December 31, 2007.

Housing gross profit margins averaged 10.2 percent, excluding
inventory valuation adjustments and write-offs, for the quarter
ended December 31, 2008, compared to 14.0 percent for the same
period in 2007.  This decrease was primarily due to price
reductions related to home deliveries for the fourth quarter of
2008.  Including the inventory valuation adjustments, housing
gross profit margins averaged 0.1 percent for the fourth quarter
of 2008, compared to negative 15.3 percent for the same period in
2007.  The gross profit margin from land sales was negative 66.5
percent for the fourth quarter ended December 31, 2008, compared
to negative 3.8 percent for the same period in 2007.  Selling,
general and administrative expenses, as a percentage of
homebuilding revenue, were 11.7 percent for the fourth quarter of
2008, compared to 10.2 percent for the fourth quarter of 2007.
This increase was primarily attributable to a decline in revenues,
as well as to severance, relocation, model abandonment and
goodwill impairment costs and charges that collectively totaled
$13.5 million, partially offset by lower marketing and advertising
costs per unit.  Excluding these costs and charges, selling,
general and administrative expenses, as a percentage of revenue,
were 9.1 percent for the fourth quarter of 2008, compared to 9.9
percent for the same period in 2007.  Selling, general and
administrative expense dollars for the fourth quarter ended
December 31, 2008, decreased $24.5 million from the same period in
the prior year.  The homebuilding segments capitalized all
interest incurred during the fourth quarters ended
December 31, 2008 and 2007.

Corporate expenses were $10.8 million for the fourth quarter of
2008, compared to $10.9 million for the same period in the prior
year.  Losses in the market value of investments included within
the company's 2008 and 2007 benefit plans totaled $3.1 million and
$2.4 million, respectively, and were recognized in corporate
expenses.

During the fourth quarter of 2008, the company provided
$78.7 million of cash from operations, used $2.4 million for
investing activities and provided $2.1 million from financing
activities.

The company's financial services segment, which includes mortgage,
title, escrow and insurance services, reported pretax earnings of
$5.0 million for the fourth quarter of 2008, compared to pretax
earnings of $16.3 million for the same period in 2007.  This
decrease was primarily attributable to a 34.5 percent decline in
the number of mortgages originated due to a slowdown in the
homebuilding market and to a 6.2 percent decrease in average loan
size, as well as to a $3.7 million decline in sales of insurance
renewal rights in the fourth quarter of 2008, compared to the
fourth quarter of 2007.  The capture rate of mortgages originated
for homebuilding customers of the company was 81.0 percent for the
fourth quarter of 2008, compared to 78.5 percent for the same
period in 2007.

                     Annual Results for 2008

For the twelve months ended December 31, 2008, the company
reported a consolidated net loss of $396.6 million, or $9.33 per
diluted share, compared to a loss of $333.5 million, or $7.92 per
diluted share, for the same period in 2007.  The company had
inventory and other valuation adjustments, including goodwill and
joint venture impairments, and option deposit and feasibility
write-offs that totaled $328.3 million, as well as a noncash
income tax charge of $143.8 million related to its deferred tax
valuation allowance, for the twelve months ended December 31,
2008.

The homebuilding segments reported a pretax loss of $385.9 million
during the twelve months ended December 31, 2008, compared to a
pretax loss of $425.0 million for the same period in 2007.  This
decrease was primarily due to lower inventory valuation
adjustments and write-offs, partially offset by a decline in
closings and margins and higher losses from land sales.

Homebuilding revenues decreased 35.4 percent to $1.9 billion for
the twelve months ended December 31, 2008, compared to $3.0
billion for the same period in 2007.  This decline was primarily
attributable to closings totaling 7,352 units for the twelve
months ended December 31, 2008, reflecting a 28.8 percent decrease
from closings totaling 10,319 units for the same period in the
prior year, and to an 11.6 percent decline in the average closing
price of a home, which declined to $252,000 for the twelve-month
period ended December 31, 2008, from $285,000 for the same period
in 2007.  Homebuilding revenues for the twelve months ended
December 31, 2008, included $55.0 million from land sales, which
contributed a net loss of $25.8 million to pretax losses, compared
to $21.2 million from land sales for the same period in 2007,
which contributed a net gain of $2.2 million to pretax losses.

New orders of 6,042 units for the twelve months ended
December 31, 2008, represented a decrease of 32.7 percent,
compared to new orders of 8,982 units for the same period in 2007.
For the twelve months ended December 31, 2008, new order dollars
declined 39.2 percent to $1.5 billion from $2.4 billion for the
same period in the prior year.

Housing gross profit margins averaged 11.6 percent, excluding
inventory and joint venture valuation adjustments and write-offs,
for the twelve months ended December 31, 2008, compared to
17.1 percent for the same period in 2007.  This decrease was
primarily due to price reductions and increased sales incentives
related to home deliveries for the twelve months of 2008.
Including the inventory valuation and other adjustments, housing
gross profit margins averaged negative 3.2 percent for the twelve
months ended December 31, 2008, compared to negative 0.4 percent
for the same period in 2007.  The gross profit margin from land
sales was negative 47.0 percent for the twelve months ended
December 31, 2008, compared to 10.3 percent for the same period in
2007.  Selling, general and administrative expenses, as a
percentage of homebuilding revenue, were 13.1 percent for the
twelve months ended December 31, 2008, compared to 11.9 percent
for the same period in the prior year.  This increase was
primarily attributable to a decline in revenues, as well as to
severance, relocation, model abandonment and goodwill impairment
costs and charges that collectively totaled $25.9 million,
partially offset by lower marketing and advertising costs per
unit.  Excluding these costs and charges, selling, general and
administrative expenses, as a percentage of revenue, were 11.7
percent for the year ended December 31, 2008, compared to 11.0
percent for the same period in 2007.  For the twelve months ended
December 31, 2008, selling, general and administrative expense
dollars decreased $101.1 million from the same period in the prior
year.  The homebuilding segments capitalized all interest incurred
during the twelve-month periods ended December 31, 2008 and 2007.

Corporate expenses were $42.3 million for the twelve months ended
December 31, 2008, compared to $35.6 million for the same period
in the prior year.  This increase was primarily due to a
$5.7 million rise in losses within the market value of investments
included in the company's benefit plans.

The company's financial services segment, which includes mortgage,
title, escrow and insurance services, reported pretax earnings of
$23.0 million for the twelve months ended
December 31, 2008, compared to pretax earnings of $40.9 million
for the same period in 2007.  This decrease was primarily
attributable to a 26.4 percent decline in the number of mortgages
originated due to a slowdown in the homebuilding markets, a 10.1
percent decrease in average loan size and a $2.5 million decline
in sales of insurance renewal rights in 2008, compared to 2007,
partially offset by a $1.7 million gain related to the 2008
implementation of Staff Accounting Bulletin No. 109, which
requires that servicing rights related to interest rate lock
commitments be recorded at fair value.  The capture rate of
mortgages originated for the company's homebuilding customers was
82.2 percent for the twelve months ended December 31, 2008,
compared to 78.8 percent for the same period in 2007.

                    Overall Effective Tax Rate

The company's effective tax benefit rate was 2.3 percent for the
year ended December 31, 2008, compared to an effective tax benefit
rate of 20.6 percent for the same period in 2007.  This decrease
was primarily due to the company's deferred tax valuation
allowance.  Due to the uncertainty of current market conditions,
the company is unable to provide precise annual effective rate
guidance at this time.

                        Subsequent Events

Subsequent to December 31, 2008, these events occurred:

   -- The company amended its $550.0 million revolving credit
      facility by reducing its borrowing capacity to $200.0
      million and by modifying several of its covenants, which
      included changing the definition of its consolidated
      tangible net worth covenant; amending its leverage ratio;
      changing the borrowing base; and establishing certain
      liquidity reserve accounts in the event the company fails
      to satisfy an interest coverage test and an adjusted cash
      flow from operations to interest incurred test.  The Credit
      Agreement's maturity date of January 2011 remains unchanged
      and the uncommitted accordion feature has been reduced to
      $300.0 million from $1.5 billion.

   -- Ryland Mortgage Company entered into a repurchase agreement
      with Guaranty Bank and Buyers, which provides for
      borrowings up to $60.0 million in funding for its mortgage
      origination operations.  The RMC Repurchase Agreement
      contains representations, warranties, covenants and
      provisions defining events of default, which require RMC to
      maintain a minimum net worth and certain financial ratios.
      This repurchase facility matures in January 2010.

   -- The company repurchased $46.6 million of its senior notes
      at a significant discount in the open market.

A full-text copy of the company's financial statements is
available for free at: http://researcharchives.com/t/s?38e2

                        About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

                          *     *     *

As of December 31, 2008, the company's balance sheet showed total
assets of $1,862,988,000, total liabilities of $1,123,810,000,
minority interest of $13,816,000, resulting in total stockholders'
equity of $725,362,000.

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Ryland Group, Inc.'s issuer default
rating and outstanding debt ratings: (i) IDR to 'BB' from 'BB+';
(ii) senior unsecured to 'BB' from 'BB+'; and (iii) unsecured bank
credit facility to 'BB' from 'BB+'.  The rating outlook remains
negative.

The TCR reported on Nov. 28, 2008, that Moody's Investors Service
downgraded all of the ratings of The Ryland Group, Inc., including
its corporate family rating to Ba3 from Ba2, its probability of
default rating to Ba3 from Ba2, and its senior notes rating to Ba3
from Ba2.  At the same time, Moody's affirmed the company's
speculative grade liquidity rating at SGL-3.  The outlook remains
negative.


SEMGROUP LP: Seeks June 17 Extension of Removal Periods
-------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9006(b)
of the Federal Rules of Bankruptcy Procedure, SemGroup L.P. and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to extend until June 17, 2009, the period
within which all Debtors, including SemCap, L.L.C., and SemGroup
Holdings, L.P., may remove actions pending on or before the
Petition Date.

The Debtors obtained an extension of the Removal Period until
February 17, 2009.  With respect to SemCap and SemGroup Holdings,
the deadline to remove civil actions expired on January 20, 2009.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, explains that the Debtors need additional
time for review and determine which lawsuits to remove.  He says
the Debtors have focused on stabilizing their businesses and
ensuring a smooth transition into Chapter 11, and evaluating
their assets for potential sale.

Extending the Removal Period will permit the Debtors to timely
review and properly evaluate their pending litigation matters,
without prejudice to any counterparty, Mr. Collins tells the
Court.

The Court will convene a hearing on February 5, 2009, to consider
the Debtors' request.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Removal Period
is automatically extended through the conclusion of that hearing.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales,
Switzerland, and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: SemCap Unit Seeks May 20 Lease Disposition Deadline
----------------------------------------------------------------
Debtors SemCap, L.L.C., and SemGroup Holdings, L.P., have until
February 19, 2009, to decide whether to assume or reject
unexpired non-residential real property leases.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
ask the U.S. Bankruptcy Court for the District of Delaware to
extend until May 20, 2009, their lease decision deadline.

Section 365(d)(4)(A)-(B) provides that an unexpired real property
lease under which the debtor is the lessee will be deemed
rejected, and the trustee will immediately surrender that lease
to the lessor, if the trustee does not assume or reject the
unexpired lease by the earlier of (i) the date that is 120 days
after the Petition Date, or (ii) the date of the entry of an
order confirming a plan of reorganization.  The same statute
provides that the Court may also extend the Lease Decision Period
prior to the expiration of the deadline for cause.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the extension of the Lease
Decision Period will be in the best interests of the Debtors'
estates, since the extension affords them the opportunity to
complete a thorough review of the Unexpired Leases to be assumed,
assigned, or rejected.

Since the Petition Date, the Debtors have focused on stabilizing
their businesses and ensuring a smooth transition into Chapter
11, and evaluating their assets for potential sale. Extending the
Lease Decision Period to May 20, 2009, enables them to maximize
the value of their estates by avoiding unnecessary administrative
costs associated with the unexpired leases, Mr. Collins asserts.

The Court will convene a hearing on February 5, 2009, to consider
the Debtors' request.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales,
Switzerland, and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Creditors Panel May Hire Cole Schotz as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in SemGroup L.P.'s
and its affiliates bankruptcy cases to retain Cole, Schotz,
Meisel, Forman & Leonard, P.A., as co-counsel nunc pro tunc to
November 4, 2008.

Cole Schotz will:

  (a) advise the Committee with respect to its rights, duties
      and powers in the Debtors' Chapter 11 cases;

  (b) assist and advise the Committee in its consultation with
      the Debtors relative to the administration of their
      Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its investigation of the liens and
      claims of the Debtors' prepetition lenders and the
      prosecution of any claims or causes of action revealed by
      that investigation;

  (f) assist the Committee in its analysis of, and negotiations
      with, the Debtors, the Committee or any third party
      concerning matters related to, among other things, the
      assumption or rejection of certain leases of non-
      residential real property and executory contracts, asset
      dispositions, financing of other transactions and the
      terms of one or more plans of reorganization for the
      Debtors and accompanying disclosure statements and related
      plan documents;

  (g) assist and advise the Committee in communicating with
      unsecured creditors regarding significant matters in the
      Debtors' Chapter 11 cases;

  (h) represent the Committee at hearings and other proceedings;

  (i) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety;

  (j) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

  (k) prepare, on behalf of the Committee, any pleadings,
      including, without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments
      in connection with any of the foregoing; and

  (l) perform other legal services as may be required or are
      otherwise deemed to be in the interests of the Committee
      in accordance with the Committee's powers and duties.

Cole Schotz will be paid according to its customary hourly rates.
The Committee anticipates that these professionals will take a
lead in representing the Committee:

     Norman L. Pernick, Esq.                $650
     J. Kate Stickles, Esq.                 $480
     Karen M. McKinley, Esq.                $315
     Pauline Z. Ratkowiak, paralegal        $190

Cole Schotz will also be reimbursed of any necessary out-of-
pocket expenses.

Mr. Pernick, Esq., a member of Cole Schotz, ascertains that his
firm does not represent any interest adverse to the Committee,
Debtors or their estates.  He adds that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       Deal on Firm's Fees

Pursuant to the agreement reached by the Debtors, the Official
Committee of Unsecured Creditors, and Bank of America, N.A.,
during the December 9, 2008, hearing, Cole, Schotz, Meisel,
Forman & Leonard, P.A., submitted a revised proposed order.

In addition, the revised proposed order states that the Debtors
will be authorized to use Cash Collateral in accordance with the
terms of the 13-Week Budget, as modified to permit the
compensation of Cole Schotz' fees and expenses:

  -- up to the first $75,000 per month in the aggregate amount
     of professional fees and expenses incurred by the OPC
     professional will be paid from the Prepetition Secured
     Parties' Cash Collateral;

  -- all professional fees and expenses incurred by the OPC
     Professionals in excess of $75,000 per month in the
     aggregate will be paid from the Prepetition Secured
     Parties' Cash Collateral;

  -- each dollar of the Prepetition Secured Parties' Cash
     Collateral used by the Debtors to pay professional fees and
     expenses incurred by the OPC Professional in excess of
     $75,000 per month in the aggregate will result in a
     dollar-for-dollar diminution in favor of the Prepetition
     Secured Parties; and

  -- the Debtors will repay the OPC Diminution Claim from the
     first proceeds of any Producer recoveries in the bankruptcy
     cases.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales,
Switzerland, and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Creditors Panel May Hire Ogilvy as Canadian Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in SemGroup L.P.'s
and its affiliates bankruptcy cases to retain Ogilvy Renault LLP,
as its Canadian counsel, effective August 26, 2008.

As Canadian counsel, Ogilvy will:

  (a) advise the Committee with respect to its rights, duties
      and powers in the Chapter 11 cases as they relate to the
      CCAA Proceedings;

  (b) assist and advise the Committee in its consultations with
      the CCAA Applicants relative to the administration of the
      Chapter 11 cases insofar as they relate to the CCAA
      Proceedings;

  (c) assist the Committee in analyzing the claims of the
      Debtors' Canadian creditors and the CCAA Applicants'
      capital structure and in negotiating with those creditors;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, intercompany relationships,
      and claims and financial condition of the CCAA Applicants,
      the existence of estate causes of action and the operation
      of the CCAA Applicants' businesses;

  (e) assist the Committee in investigating interests of United
      States creditors in Canadian assets; and protecting,
      preserving and maximizing the value of the Debtors' assets
      insofar as they relate to the Canadian Proceedings;

  (f) assist the Committee in its analysis of, and negotiations
      with, the Canadian Debtors or any third party concerning
      matters related to, among other things, the terms of one
      or more plans of reorganization for the Canadian Debtors
      and accompanying disclosure statements and related plan
      documents;

  (g) assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in the Chapter 11 cases as they relate to the Canadian
      Proceedings;

  (h) represent the Committee at all hearings and other
      proceedings, insofar as they relate to the Canadian
      Proceedings, unless attendance by the Committee's main
      counsel would be more efficient;

  (i) review and analyze applications, orders, statements of
      operations and schedules filed with the Canadian Court and
      advise the Committee as to their propriety, and to the
      extent deemed appropriate by the Committee, support, join
      or object thereto;

  (j) advise and assist the Committee with respect to any
      Canadian legislative, regulatory or governmental
      activities;

  (k) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives insofar as they
      relate to the Canadian Proceedings;

  (l) prepare, on behalf of the Committee, any pleadings,
      including without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments
      in connection with any of the Canadian Proceedings or
      Canadian claims against the Debtors; and

  (m) perform other legal services as may be required or are
      otherwise deemed to be in the interests of the Committee
      in accordance with its powers and duties as set forth in
      the Bankruptcy Code, Bankruptcy Rules or other applicable
      law.

Ogilvy will be compensated according to its customary hourly
rates.  The Committee expects that certain Ogilvy professionals
will take a lead in the Debtors' bankruptcy cases:

     Professional                      Hourly Rates
     ------------                      ------------
     Derrick Tay, Esq.                     $950
     Mario Forte, Esq.                     $750
     Orestes Pasparakis, Esq.              $590
     Jennifer Stam, Esq.                   $500

Mario Forte, Esq., a partner at Ogilvy, ascertains that his firm
does not represent any interest adverse to the Creditors'
Committee, the Debtors, or their estates.  He also attests that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The Committee asked that Ogilvy's retention be approved effective
as of August 26, 2008, as this is the date the Committee retained
the firm and the firm commenced providing services on behalf of
the Committee.  Unfortunately, Bonnie Glantz Fatell, Esq., at
Blank Rome LLP, in Wilmington, Delaware, explains that adapting
Ogilvy's conflicts process to apply to Chapter 11, as well as
negotiating a constructive communication and cooperation
initiative with the Canadian Debtors caused a delay in filing the
retention application.  As of December 19, 2008, Ogilvy has
incurred approximately $200,000 of fees.  Going forward, Ogilvy's
fees will be included in any forecasts submitted to the Debtors
concerning the Committee's legal fees in an amount currently
estimated to be approximately $75,000 per month, Ms. Fatell said.

The Creditors' Committee serves as a fiduciary to all unsecured
creditors of the Debtors, its counsel,.  A substantial portion of
the unsecured creditors include entities holding claims against
the Canadian Debtors, including about $600,000,000 of bonds
guaranteed by certain of the Canadian Debtors.  Thus, the
Committee and the Canadian Debtors have recently agreed on an
initiative of constructive cooperation and communication.  To
that end, the Canadian Debtors have recently acknowledged a
subcommittee of the Creditors' Committee representing, as a
fiduciary, those creditors that have acknowledged Canadian Debtor
claims.

Moreover, Ms. Fatell said the activities of the Canadian Debtors
directly impact all unsecured creditors of the Debtors' estates,
including through an overlap of secured bank debt claims and
proposed transactions involving the Debtors' assets used or to be
used in Canadian operations.  The Debtors and the
administrative agent for the Debtors' prepetition secured lenders
have been actively engaged in the Canadian Companies' Creditors
Arrangement Act Proceedings and have charged the Debtors' Chapter
11 estates the costs incurred in connection with that engagement.

Bank of America objected to the application, arguing that the
Committee's retention of a Canadian counsel is not appropriate
since creditors in Canadian insolvency proceedings are not
generally entitled to an estate paid professional.  BofA asserted
that the Committee failed to cite any authority permitting a
creditors' committee to retain counsel in a foreign insolvency
proceeding.  The connection between the Debtors' Chapter 11 cases
and the Canadian proceedings does not justify the retention, and
expenses associated with the retention, BofA asserted.

BofA further argued that retention nunc pro tunc to August 26,
2008, is not warranted, four months after the commencement of the
Canadian proceedings.  The Application failed to disclose the
particular circumstances warranting retroactive approval of the
retention, and this should be denied, BofA insisted.

Judge Brendan Linehan Shannon found that Ogilvy represents no
adverse interest to the Debtors, and allowed the retention.

BofA and the Committee have reached an agreement with respect to
the budget allocated for the retention of Ogilvy.  With respect
to the three-month period commencing January 8, 2009, though and
including April 8, 2009, Ogilvy will be permitted to incur fees
and expenses not exceeding $150,000, which amount will not be
applicable to any fees and expenses incurred prior to the
specified period.

Following the expiration of the Three-Month Term, Ogilvy's
retention will terminate subject to extension pursuant to further
Court order, upon the consent of the Committee, the Office of the
U.S. Trustee, and BofA.

All fees and expenses incurred by Ogilvy to investigate the
claims and liens of the Prepetition Secured Parties will be
applied against the $250,000 aggregate limit of the Prepetition
Collateral, Loans under the DIP Agreement, the Collateral or the
Carve-Out as these terms are defined in the Final DIP Order.

The agreement between the Committee and BofA were contained in a
revised proposed order submitted by the Committee through a
certification of counsel.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
,and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SINCLAIR BROADCAST: Moody's Cuts Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded Sinclair Broadcast Group,
Inc.'s Corporate Family Rating and Probability of Default Rating,
each to B1 from Ba3, and the company's speculative-grade liquidity
rating to SGL-3 from SGL-1.  Associated debt ratings were lowered
as detailed below and LGD assessments were updated to reflect the
current debt mix.  The rating outlook is negative.

Moody's has taken these rating actions:

Downgrades:

Issuer: Sinclair Broadcast Group, Inc.

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Probability of Default Rating, Downgraded to B1 from Ba3

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

  -- 4.875% Senior Convertible Notes, Downgraded to B3, LGD5 -
     78% from B1, LGD5 - 79%

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Bank Credit Facility, Downgraded to Ba1, LGD2
     - 12% from Baa3, LGD2 - 11%

  -- 8% Senior Subordinated Notes, Downgraded to B1, LGD4 - 52%
     from Ba3, LGD4 - 50%

Outlook Actions:

Issuer: Sinclair Broadcast Group, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: Sinclair Television Group, Inc

  -- Outlook, Changed To Negative From Stable

The downgrades reflect heightened refinancing risk associated with
Sinclair's $345 million 3% convertible notes and $150 million
4.875% convertible notes that are putable at par in May 2010 and
January 2011, respectively.  Moody's expects Sinclair's leverage
will increase considerably in 2009 as a result of the advertising
downturn, which combined with tight credit markets will make it
challenging to refinance or lead to a sizable increase in cash
interest expense.  In Moody's opinion, Sinclair will continue to
generate free cash flow in 2009 and 2010, but not at a level that,
combined with unused committed capacity on the $175 million
revolver, is sufficient to fund the potential put obligations.
Moody's thus believes Sinclair could be at heightened risk of a
default or distressed exchange if access to new capital remains
limited.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-1, in particular, largely reflects Moody's expectation
that the company's free cash flow generation (after dividends)
could fall below the requisite $26 million mandatory term loan
amortization level in 2009, assuming the dividend policy remains
unchanged.  Sinclair has sufficient unused capacity under the
revolver (approximately $77 million as of 9/30/08, assuming the
$6.4 million commitment from Lehman Brothers remains unfunded) to
fund any such shortfall in covering the amortization.  Moody's
expects Sinclair to generate approximately $15-20 million of free
cash flow in 2009 as cost management, retransmission fee growth,
and lower capital spending will partially mitigate the anticipated
advertising decline.  In Moody's opinion, Sinclair's free cash
flow would be closer to $60-70 million if the dividend were
reduced in the first half of 2009, and this would be sufficient to
cover the required term loan amortization.  The liquidity rating
could be SGL-2 in such a scenario.  Given the aforementioned
refinancing issues, however, the liquidity rating would likely be
downgraded to SGL-4 in the April 2009 time frame if the May 2010
puts are not refinanced by that date.  Moody's believes Sinclair
will maintain ample cushion with respect to its three financial
maintenance covenants under in its bank credit facility, including
the ability to absorb EBITDA declines that may be considerably
higher than a currently expected 30-35% drop in 2009.

The negative rating outlook reflects Moody's concern that an
advertising downturn lasting beyond 2009 or one that is deeper
than anticipated, or a continuation of the dividend payment policy
at current levels, could sustain leverage at elevated levels and
further pressure Sinclair's ability to refinance the 2010/2011
puts and an additional $775 million of debt maturing in 2011 and
2012.

The last rating action was on July 12, 2007 when Moody's affirmed
Sinclair's Ba3 CFR and PDR ratings and upgraded Sinclair's
speculative grade liquidity rating to SGL-1 from SGL-2.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 television stations in 35 markets.
Sinclair generated revenue of approximately $757 million for the
trailing twelve months ended September 30, 2008.


SMURFIT-STONE: Calpine Corrugated Can Use Cash Collateral
---------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware granted interim authority to Calpine
Corrugated, LLC -- Smurfit-Stone Container Corporation's debtor-
affiliate -- to use the cash collateral securing prepetition loan
obligations to Union Bank of California, N.A. and The CIT
Group/Equipment Financing, Inc.

The Court will consider final approval of the Debtors' Request on
February 23, 2009, at 10:00 a.m. (EST).  Parties have until
February 17 to file objections.

Prior to the Petition Date, Calpine Corrugated funded its
operations through:

  (a) a Loan and Security Agreement dated as of March 30, 2006,
      wherein Union Bank agreed to make available to Calpine
      Corrugated a revolving line of credit in the maximum
      amount of $12,000,000 for working capital purposes -- the
      Prepetition Revolving Loan.

  (b) an Amended and Restated Credit Agreement dated as of July
      28, 2008, wherein CIT advanced $40,350,000 in term loans
      to Calpine Corrugated to finance the purchase and
      installation of certain machinery and equipment -- the
      Prepetition Term Loan.

As of the Petition Date, the outstanding principal amount of the
revolving debt under the Prepetition Revolving Loan was
approximately $9.2 million, and the outstanding principal amount
of the term loans under the Prepetition Term Loan was
approximately $36.8 million.

Proposed counsel for the Debtors, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois, says the CIT Prepetition
Obligations are secured by liens and security interests on
substantially all assets and property of Calpine Corrugated,
including, without limitation, the Cash Collateral and all its
proceeds.  The Union Bank Prepetition Obligations are secured by
liens and security interests on all accounts, inventory, and
certain general intangibles of Calpine Corrugated and all its
proceeds.

Pursuant to an Intercreditor Agreement dated as of March 30,
2006, Union Bank and CIT expressly acknowledged and agreed, among
other things, that (i) the liens and security interests of CIT in
the Union Bank Collateral will be subject to and subordinate to
the liens and security interests of Union Bank in the Union Bank
Collateral, but only to the extent that all obligations of
Calpine Corrugated under the Union Bank Credit Agreement are not
in excess of $12,000,000; and (ii) Union Bank will not have or
claim any liens or security interests in any assets of Calpine
Corrugated other than the Union Bank Collateral.

On July 29, 2008, Smurfit-Stone Container Enterprises, Inc.,
acquired a 90% equity interest in Calpine Corrugated, for which
Smurfit-Stone Container Corporation is the primary containerboard
supplier.  As part of the acquisition, SSCE agreed to guarantee
the Prepetition Obligations, which totaled approximately
$46 million as of the Petition Date, on an unsecured basis.

Mr. Conlan asserts that Calpine Corrugated has an immediate and
critical need to use Cash Collateral in order to preserve and
protect the value of its assets.  Calpine Corrugated will require
use of the Cash Collateral over the next five weeks in order to
conduct its day-to-day operations including, but not limited to,
the payment of salaries, wages and benefits to, or on behalf of,
Calpine Corrugated's employees, the purchase of supplies, the
payment of various overhead expenses, the provision of services
necessary for their business and ongoing administrative expenses
in the Chapter 11 Cases.  Calpine Corrugated's cash needs through
February 28, 2009, are set forth in a 5-week interim budget, a
full-text copy of which is available for free at:

       http://bankrupt.com/misc/SmurfCalpine5WkBudget.pdf

Without the continued use of Cash Collateral, Calpine
Corrugated's estate and creditors would suffer immediate and
irreparable harm, Mr. Conlan explains.  Calpine Corrugated's use
of the Cash Collateral is essential for the operation of its
business and the management and preservation of its property.

The Prepetition Lenders and Debtors have negotiated at
arm's-length and in good faith regarding Calpine Corrugated's use
of Cash Collateral to fund its operations during a five-week
budget period, Mr. Conlan relates.  As a result of these
negotiations, the Debtors are hopeful that the Prepetition
Lenders will consent to Calpine Corrugated's use of its Cash
Collateral during the Budget Period.

Pursuant to the Interim Order, Calpine Corrugated may use Cash
Collateral solely in accordance with the Budget during the period
beginning on January 27, 2009, and ending on February 28, 2009.

As adequate protection against diminution in the value of Union
Bank's interests in the Union Bank Collateral, Union Bank is
granted (a) replacement security interests in and liens
upon all of the Union Bank Collateral, and (b) a superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code.

As adequate protection against diminution in the value of CIT's
interests in the CIT Collateral, CIT is granted:

  (a) replacement security interests in and liens and mortgages
      upon (i) any and all presently owned and hereafter
      acquired personal property, real property and all other
      assets of Calpine Corrugated and its estate, together with
      any proceeds thereof, and (ii) subject to entry of the
      Final Order, the proceeds of avoidance actions under
      Sections 544, 547, 548 or 550 of the Bankruptcy Code in
      Calpine Corrugated's Chapter 11 case, and

  (b) a superpriority administrative expense claim under Section
      507(b) of the Bankruptcy code.

A full-text copy of the Court's Interim Order is available for
free at http://bankrupt.com/misc/SmurfCalpineIntCashCoORD.pdf

                       About Smurfit-Stone

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: Gets Court Okay to Hire Epiq as Claims Agent
-----------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Epiq Bankruptcy Solutions LLC as claims,
noticing, and balloting agent.

Based on Epiq's considerable experience in providing similar
services in large Chapter 11 cases, the Debtors believe that Epiq
is eminently qualified to serve as their Claims Agent.  The
Debtors submit that their estates, creditors, parties-in-
interest, and the Court will benefit as a result of Epiq's
experience and cost-effective methods.

As claims agent, Epiq will undertake actions including, but not
limited to:

  (a) notifying all potential creditors of the filing of the
      Chapter 11 petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code;

  (b) notifying all potential creditors of the last date for the
      filing of proofs of claim and furnishing a form for filing
      a proof of claim to creditors and parties-in-interest;

  (c) filing affidavits of service for all mailings performed by
      Epiq, including a copy of each notice, a list of persons
      to whom the notice was mailed, and the date mailed;

  (d) maintaining an official copy of the Debtors' Schedules,
      listing creditors and amounts owed;

  (e) docketing all claims filed and maintaining the official
      claims register on behalf of the Clerk and providing to
      the Clerk an exact duplicate of the claims register;

  (f) specifying in the claims register for each claim docket
      (i) the claim number assigned, (ii) the date received,
      (iii) the name and address of the claimant, (iv) the filed
      amount of the claim, if liquidated and (v) the allowed
      amount of the claim;

  (g) recording all transfers of claims and providing notices of
      the transfer as required pursuant to Rule 3001(e) of the
      Federal Rules of Bankruptcy Procedure;

  (h) maintain the official mailing list of all entities that
      have requested service of pleadings in the Chapter 11
      cases;

  (i) maintain the official mailing list of all entities that
      have filed a proof of claim or proof of interest, which
      lists will be available upon request of the Clerk's
      Office;

  (j) notifying all potential creditors and parties-in-interest
      of any hearings on a disclosure statement and confirmation
      of a plan of reorganization;

  (k) mailing the Debtors' disclosure statement, plan, ballots
      and any other related solicitation materials to holders of
      impaired claims and equity interests;

  (l) receiving and tallying ballots and responding to inquiries
      respecting voting procedures and the solicitation of votes
      on the plan;

  (m) providing any other distribution services as are necessary
      or required; and

  (n) providing other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors, including, but not limited to,
      maintaining a Web site for the limited purpose of
      disseminating publicly-available information about the
      Debtors' Chapter 11 cases like copies of notices and key
      pleadings and establishing a toll-free call center to
      operate during the early days of the Chapter 11 cases to
      provide publicly-available information about the cases.

Epiq will be paid monthly and the Debtors will pay Epiq for all
materials necessary for Epiq's performance, other than
computer hardware and software, and any noteworthy out of pocket
expenses including, without limitation, transportation, long
distance communications, printing, postage and related items.

As part of the overall compensation payable to Epiq, the Debtors
have agreed to certain indemnification obligations.  The Debtors
will indemnify Epiq to the extent permitted by applicable law for
any claim arising from, related to, or in connection with Epiq's
performance.  Epiq will not be entitled to indemnification,
contribution, or reimbursement for services other than for the
Claims Agent Services, unless the services and the
indemnification, contribution, or reimbursement are approved by
the Court.

Daniel C. McElhinney, the executive director of Epiq, says Epiq
has conducted a thorough analysis of its contacts with each of the
Debtors and the significant potential creditors and parties-in-
interest in the Chapter 11 cases.  He adds that to the best of his
knowledge, neither Epiq nor any of its personnel have any
relationship with the Debtors that would impair Epiq's ability to
serve as Claims Agent.

However, Mr. McElhinney says that Epiq may have relationships
with certain of the Debtors' creditors as vendors or in
connection with cases in which Epiq serves or has served in a
neutral capacity as claims and noticing agent for another
Chapter 11 debtor.

"To the best of my knowledge, such relationships are completely
unrelated to these chapter 11 cases," Mr. McElhinney says.

Furthermore, Mr. McElhinney says that Epiq personnel may have
relationships with certain of the Debtors' creditors or other
parties-in-interest.  However, to the best of his knowledge, the
relationships, to the extent they exist, are of a personal
financial nature and completely unrelated to the Debtors' Chapter
11 cases.  Accordingly, Epiq is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code, he
says.

                       About Smurfit-Stone

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: Gets Green Light to Borrow $550 Mil. From JPMorgan
-----------------------------------------------------------------
Smurfit-Stone Container Corporation and its debtor affiliates
obtained permission, on an interim basis, from the U.S. Bankruptcy
Court for the District of Delaware to borrow up to an aggregate
principal amount of $550,000,000 under the $750,000,000 debtor-in-
possession credit agreement with JPMorgan Chase Bank, N.A., as
U.S. administrative agent and collateral agent.

The Court will convene a hearing on February 23, 2009, at 10:00
a.m. (EST), to consider entry of a final order and final approval
of the DIP Facility.  Parties have until February 17 to file
objections to the Request.

                      Need for DIP Financing

The $750,000,000 DIP Facility consists of:

  -- a $400,000,000 U.S. term loan,
  -- a $35,000,000 Canadian term loan,
  -- a $250,000,000 U.S. revolving loan, and
  -- a $65,000,000 Canadian revolving loan.

Prior to the Petition Date, says proposed counsel for the
Debtors, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, the Debtors funded their operations with four different
types of debt financing:

  (a) a senior secured bank financing comprised of term loans
      and revolving credit facilities.  The aggregate amount of
      Pre-Petition Secured Debt outstanding as of the Petition
      Date was approximately $1.2 billion.

  (b) long-term debt comprised of five series of unsecured
      notes, which have an aggregate principal amount
      outstanding of $2.275 billion -- the Senior Note Debt --
      as of the Petition Date.

  (c) two accounts receivable securitization facilities -- one
      in the United States and one in Canada.  As of the
      Petition Date, receivables sold by the Debtors, in which
      they have a residual interest, secure approximately
      $350 million and $38 million in obligations related to the
      U.S. Securitization Facility and the Canadian
      Securitization Facility.

  (d) as of the Petition Date, the Debtors were obligated on
      approximately $284 million of tax-exempt utility systems
      bonds, industrial revenue bonds and similar bonds.

Mr. Conlan said the Debtors require additional working capital
financing in order to preserve and maintain their business.

The Debtors also sought to replace the Securitization Facilities
because both facilities will automatically "unwind" as a result of
their bankruptcy filings.  Because of the structure of the
Securitization Facilities, the Debtors would be denied access to
the proceeds of approximately $537 million in accounts receivable
unless and until the obligations under the Securitization
Facilities have been satisfied.

Mr. Conlan said in papers filed in Court that the Debtors are
seeking to advance funds from the DIP Facility to the appropriate
parties under the Securitization Facilities so that those parties
may retire the outstanding obligations under the Securitization
Facilities and the Debtors, in turn, may regain access to the
receivables that are currently subject to the Securitization
Facilities.  "The Debtors' short-term liquidity will be
significantly enhanced if the Debtors are permitted to refinance
or defease the outstanding obligations under the Securitization
Facilities and regain ownership of the Sold Receivables," Mr.
Conlan said.

Mr. Conlan said the Debtors have determined that the DIP Facility
offered the best option -- and indeed the only available, viable
option -- for DIP financing.  Mr. Conlan said that toward the end
of 2008, the Debtors' advisors initially contacted about 25
potential lenders regarding possible out-of-court financing, but
it soon became apparent that the Debtors would not be able to
secure that sort of financing in the current lending market in the
time period available to them, particularly in light of their
liquidity position and their significant leverage.

Under the proposed DIP Credit Agreement, loan proceeds -- in a
manner substantially consistent with a 13-week cash flow
projection prepared by the Debtors -- will be used for, among
other things, working capital, letters of credit and capital
expenditures, general corporate purposes of the Debtors, the
refinancing in full or defeasance of Indebtedness outstanding
under the Securitization Facilities, and payment of related costs,
fees and expenses, including the costs of administration of the
Cases.

A full-text copy of the Debtors' preliminary 13-week cash flow
projections is available for free at:

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

"The DIP Facility constitutes a new money financing arrangement
and does not involve any roll-up of the Debtors' prepetition
obligations under the Pre-Petition Financing Agreements," Mr.
Conlan said.

                    Terms of JPMorgan Facility

The salient terms of the $750,000,000 DIP Credit facility are:

A. Borrowers

  Smurfit-Stone Container Enterprises, Inc. as the U.S.
  Borrower.

  Smurfit-Stone Container Canada Inc. as the Canadian
  Borrower.

B. Guarantors

  Obligations of U.S. Borrower: Smurfit-Stone Container
  Corporation, each of the other U.S. Debtors -- other than
  SMBI, Inc. -- and SSC Canada.

  Obligations of Canadian Borrower: SSCC, each of the other
  U.S. Debtors and each of the Canadian Debtors.

C. Administrative Agent and Lenders:

  JPMorgan Chase Bank, N.A. will serve as U.S. administrative
  agent and U.S. collateral agent, and through its Toronto
  Branch, as Canadian administrative agent and Canadian
  collateral agent under the DIP Facility, in each case for a
  syndicate of financial institutions and other lenders selected
  by the CoLead Arrangers in consultation with the Borrowers.

C. Co-Lead Arrangers; Joint Bookrunners; and Co-Documentation
  Agents:

  J.P. Morgan Securities Inc., and Deutsche Bank Securities Inc.
  will act as co-lead arrangers.

  J.P. Morgan, DBSI, GE Capital Markets, Inc. and Banc of
  America Securities LLC will act as joint bookrunners.

  General Electric Capital Corporation and Bank of America, N.A.
  will act as co-documentation agents.

D. Syndication Agent:  DBSI

D. Commitment and Availability:

  A total commitment of up to U.S. $750 million, including:

  -- a senior secured asset-based revolving credit facility in
     an aggregate principal amount of $250 million made
     available to the U.S. Borrower and the Canadian Borrower --
     of which amount $100 million will be available during the
     Interim Period;

  -- a senior secured asset-based term loan facility in an
     aggregate principal amount of $400 million made available
     to the U.S. Borrower, a senior secured asset-based
     revolving credit facility in an aggregate principal amount
     of $65 million -- of which amount $15 million will be
     available during the Interim Period, made available to the
     Canadian Borrower and the U.S. Borrower; and

  -- a senior secured asset-based term loan facility in an
     aggregate principal amount of $35 million made
     available to the Canadian Borrower.

  Borrowings, both revolving and term, will be repaid in full.

E. Termination Date

  The Commitments will terminate, at the earliest of:

  (a) the date that is (i) 12 months after commencement of the
      Chapter 11 cases, (ii) 15 months after commencement of the
      Cases upon effectiveness of the Fifteen Month Facility
      Extension Option, and (iii) 18 months after commencement
      of the Cases upon effectiveness of the Eighteen Month
      Facility Extension Option -- the Maturity Date;

  (b) 45 days after the entry of the Interim Order if the Final
      Order has not been entered prior to the expiration of the
      45-day period -- the Prepayment Date;

  (c) the effective date of a Reorganization Plan that is
      confirmed or sanctioned pursuant to an order of the
      Bankruptcy Court or the Canadian Court, as the
      case may be, in the Cases; and

  (d) the acceleration of the Loans and the termination of the
      Commitments in accordance with the Credit Agreement.

F. Interest Rate

  For borrowings in U.S. dollars:

  (a) 5.5% plus the greater of (i) 4.5% and (ii) the Alternate
      Base Rate or,

  (b) at the Borrower's option, 6.5% plus the greater of (i)
      3.5% and (ii) the Adjusted LIBOR rate for interest periods
      of 1, 3 or 6 months; interest will be payable monthly in
      arrears, at the end of any interest period and on the
      Termination Date.

  For borrowings in Canadian dollars:

  (a) 5.5% plus the greater of (i) 4.5% and (ii) the Canadian
      Prime Rate or,

  (b) at the Canadian Borrower's option, 6.5% plus the greater
      of (i) 3.5% and (ii) the BI A Rate for terms of
      approximately 1, 3 or, subject to availability, 6 months.
      A customary acceptance fee will be payable at the outset
      of any fixed rate Canadian dollar borrowing.

  If the Fifteen Month Facility Extension Option is exercised,
  interest will accrue on the outstanding amount of the
  obligations under the Credit Agreement at 1.0% above the rate
  applicable immediately prior to the extension.

  If the Eighteen Month Facility Extension Option is exercised,
  interest will accrue on the outstanding amount of the
  obligations under the Credit Agreement at 1.0% above the rate
  applicable immediately prior to the extension.

G. Default Interest

  Upon the occurrence and during the continuance of any Event of
  Default, interest will accrue on the outstanding amount of the
  obligations and will be payable on demand at 2.0% above the
  then applicable rate.

H. Commitment Fee

  1% per annum on the unused portion of the Revolving Facility
  commitments.  The issuance of Letters of Credit will be
  treated as usage of the applicable Revolving Facility.  The
  fees will be payable monthly in arrears during the term of the
  Facility.

I. Letter of Credit Fees

  6.5% per annum on the outstanding face amount of each Letter
  of Credit, plus customary fees for fronting, issuance,
  amendments and processing.

A full-text copy of the DIP Credit Facility is available for free
at http://bankrupt.com/misc/SmurfDIPCreditAgmt.pdf

           Fee Letters Must be Filed Under Seal

In connection with the provision of the proposed DIP Facility,
the Debtors have, as is customary, agreed to pay certain fees and
expenses to JPMorgan pursuant to certain separate, confidential,
fee letters.

A broad publication of the Fee Letters would be inappropriate and
materially harmful to JPMorgan's business, both parties say.
They assert that the highly-sophisticated and proprietary
methodology for calculating the Fees should remain strictly
confidential because the process of calculating the fees is at
the core of JPMorgan's business know-how.

JPMorgan and the Debtors sought Court approval to file the Fee
Letters under seal.

                        Interim DIP Order

Pending a final order with respect to the DIP Request, the Court
issued an interim order authorizing the Debtors to borrow up to an
aggregate principal amount of $550,000,000, consisting of:

  * a $400,000,000 U.S. term loan for borrowings by SSSCE;

  * a $35,000,000 Canadian term loan for borrowings by SSC
    Canada;

  * $100,000,000 U.S. revolving loan for borrowings by SSCE
     and/or SSC Canada; and

  * $15,000,000 Canadian revolving loan for borrowings by SSCE
    and/or SSC Canada.

Under the Interim DIP Order, Judge Brendan Linehan Shannon held
that no more than $100,000 of the proceeds of the Loans or the DIP
Collateral may be used by any statutory committee of unsecured
creditors to investigate, and by the monitor in the Canadian Cases
to review, the Pre-Petition Liens and claims of the Pre-Petition
Agent and the Pre-Petition Lenders.

The DIP Agents are granted security interests and liens.
However, no U.S. Debtor will be required to pledge in excess of
65% of the capital stock of its direct Foreign Subsidiaries
-- other than capital stock of SSC Canada -- or any of the
capital stock of any indirect Foreign Subsidiaries.

In addition, SSCE is authorized to use proceeds of advances under
the DIP Credit Agreement and prepetition cash collateral to make
a capital contribution to Stone Receivables LLC, who in turn,
will make a capital contribution to SSCE Funding, LLC.  This will
provide SSCE Funding with funds necessary to pay the Redemption
Price pursuant to a Series 2004 Indenture Supplement to a Master
Indenture, dated as of November 23, 2004, between SSCE Funding
and Deutsche Bank Trust Company Americas as indenture trustee.

"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," said Patrick J. Moore,
Smurfit-Stone chairman and CEO.  "We are focused on providing our
customers with quality goods and services . . . We are moving
forward to restructure our debt and develop a capital structure
more suited to support our long-term growth and profitability,"
added.

A full-text copy of the Interim DIP Order is available for free
At: http://bankrupt.com/misc/SmurfIntDIPORD.pdf

                       About Smurfit-Stone

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: Gets Interim Approval to Use Lenders' Collateral
---------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware granted, on an interim basis, Smurfit-
Stone Container Corporation and its affiliates permission to use
the cash collateral securing obligations to prepetition lenders.

The Court will consider final approval of the Debtors' request on
February 23, 2009, at 10:00 a.m. (EST).  Parties have until
February 17 to file objections.

Smurfit-Stone Container Enterprises, Inc., and its wholly-owned
subsidiary, Smurfit-Stone Container Canada, Inc., are borrowers
under a Credit Agreement, dated as of November 1, 2004, with
JPMorgan Chase Bank and several other financial institutions.
Under the Prepetition Credit Agreements, Smurfit-Stone Container
Corporation guaranteed all of the obligations of SSCE -- the
Prepetition U.S. Obligations -- while certain material
subsidiaries of SSC Canada, as well as SSCC and SSCE, guaranteed
the obligations of SSC Canada -- the Prepetition Canadian
Obligations.

The Prepetition U.S. Obligations are secured by liens on
substantially all of the assets of SSCC and SSCE, as well as by
the capital stock of SSCE and 65% of the capital stock of SSC
Canada.  The Prepetition Canadian Obligations are secured by
liens on substantially all of the assets of SSC Canada and the
Pre-Petition Canadian Guarantors, pledges of all of the capital
stock of the Prepetition Canadian Guarantors, and the liens and
stock pledges securing the Prepetition U.S. Obligations.

The Debtors' material assets that do not constitute collateral
under the Prepetition Credit Agreements consist primarily of
three mills and approximately 30 corrugated container facilities.

"It is vital to the success of the Debtors' reorganization
efforts that they immediately obtain access to sufficient
postpetition financing and access to cash collateral," says
proposed counsel for the Debtors, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois.

The Court directed the Prepetition Secured Parties to promptly to
turn over to the Debtors all Cash Collateral received or held by
them, provided that the Prepetition Secured Parties are granted
adequate protection.

The Debtors' right to use the Cash Collateral will terminate upon
occurrence (i) of a event of default in the Debtors' DIP Credit
Agreement, and (ii) of the termination of the DIP Credit
Agreement.

Judge Shannon said nothing will authorize the disposition of any
assets of the Debtors or their estates outside the ordinary
course of business or other resulting proceeds, except as
permitted in the DIP Facility and the DIP Credit Agreement.

As adequate protection for the interest of the Prepetition
Secured Parties in the Prepetition Collateral on account of the
granting of the DIP Liens, subordination to the Carve Out, the
Debtors' use of Collateral, including Cash Collateral, and other
decline in value arising out of the automatic stay or the
Debtors' use, sale, or lease of the Prepetition Collateral, or
otherwise, the Prepetition Secured Parties will receive:

  (a) Prepetition Replacement Liens
  (b) Prepetition Superpriority Claim
  (c) Adequate Protection Payment

The DIP Liens and DIP Superpriority Claims on the one hand, and
the Prepetition Liens, the Prepetition Replacement Liens and the
Prepetition Superpriority Claims, on the other, are subordinate
only to the Non-Primed Liens and the Priority Liens, and these
items, in the event of the occurrence and during the continuance
of an Event of Default or a Default or both:

  * with respect to U.S. Loan Parties and their Cases and
    assets, (i) the payment of allowed and unpaid professional
    fees and disbursements incurred by (a) the U.S. Loan
    Parties and (b) any statutory committees appointed in the
    Cases of the U.S. Loan Parties, in an aggregate amount of
    items (a) and (b) not in excess of the lesser of (I)
    $4,000,000, and (II) $6,500,000, and (ii) the payment of
    fees pursuant to 28 U.S.C. Section 1930 and to the Clerk of
    the Bankruptcy Court and -- the Carve-Out;

  * the CCAA DIP Lenders' Charge in the assets of the Canadian
    Loan Parties in the Canadian Cases will be subject to the
    Canadian Court ordered administration charge in an aggregate
    amount not in excess of $1,000,000 for the payment of (a)
    allowed and unpaid professional fees and disbursements
    incurred by professionals retained by the Canadian Loan
    Parties and (b) allowed and unpaid professional fees and
    disbursements of the monitor in the Canadian Cases including
    allowed and unpaid legal fees and expenses of its counsel;

  * the CCAA DIP Lenders' Charge in the assets of the Canadian
    Loan Parties in the Canadian Cases will also be subject to
    the Canadian Court ordered directors charge in an amount not
    exceeding $8,600,000, securing the Canadian Loan Parties'
    obligation to indemnify the officers and directors of the
    Canadian Loan Parties for personal liability.

                       About Smurfit-Stone

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)


SPARTANS INC: Has Two Prospective Buyers for Nashua Headquarters
----------------------------------------------------------------
The Spartan Junior Drum and Bugle Corps, Inc., has received two
buy offers for its Nashua headquarters, Andrew Wolfe at the Nashua
Telegraph reports, citing lawyers in the company's bankruptcy
case.

According to Nashua Telegraph, the lawyers said that the bank
holding the mortgage might settle for less than it's owed.  The
report says that the bank and The Spartan agreed during a hearing
before the Hon. Michael Deasy of the United States Bankruptcy
Court for the District of New Hampshire to continue working
together to avoid foreclosure of the property at 73 E. Hollis
Street, Nashua.

Andrew Wolfe at Nashuatelegraph.com relates that the hearing was
initially set for Wednesday last week, but a snowfall delayed it
until last Thursday.

The Spartans, says Nashuatelegraph, owe more than $815,000 on the
mortgage for the property, estimated to worth around $800,000.

Based in Nashua, New Hampshire, The Spartan Junior Drum and Bugle
Corps, Inc., dba Spartans, Inc., filed for chapter 11 protection
on November 25, 2008 (Bankr. D. N.H. Case No. 08-13492).  Eleanor
Wm. Dahar, Esq., in Manchester, New Hampshire, acts as bankruptcy
counsel.  When it filed for bankruptcy, the Debtor disclosed
$1,001,031 in total assets, and $1,067,880 in total debts.


SPHERIS INC: S&P Withdraws 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
'B-' corporate credit rating on Franklin, Tennessee-based medical
transcription services provider Spheris Inc.  S&P also withdrew
its 'CCC' issue-level rating and '6' recovery rating on the
company's $125 million senior subordinated notes due 2012.  S&P
withdrew the ratings at the company's request.

                           Ratings List

                           Spheris Inc.

     Ratings Withdrawn           To           From
     -----------------           --           ----
     Corporate credit rating     NR           B-/Negative/--
     $125 Million Sr. notes      NR           CCC (Recovery: 6)


SPRINT NEXTEL: Gets Go-Signal to End Services to Tweeter Opco
-------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware lifted the automatic stay imposed in the bankruptcy
cases of Tweeter Opco LLC and its affiliates to permit Nextel,
doing business as Sprint, to terminate telecommunication services
it provided to the Opco Debtors.

Nextel has provided the Opco Debtors wireless telecommunication
services to the Opco Debtors on 216 wireless telephones since
before the Petition Date.  Nextel said the Opco Debtors breached
their obligations by failing to make the required monthly
payments.

Nextel said the Opco Debtors deposited $283,500 into an interest-
bearing segregated escrow account for the purpose of providing
utility providers with adequate assurance of payment for
postpetition utility services.

Nextel wants George L. Miller, the Chapter 7 trustee overseeing
the liquidation proceedings of the Opco Debtors, to pay it $18,120
from the segregated deposit account for the unpaid postpetition
utility services it provided to the Opco Debtors.  Nextel said the
Chapter 7 trustee's counsel has confirmed that the Opco Debtors
are no longer using the telecommunication services.

The Chapter 7 Trustee has indicated that he consents to the
modification of the automatic stay for the purpose of terminating
Nextel's telecommunication services, but reserves all rights with
respect to any claims against the estates.  No objections to
Nextel's Lift Stay Motion were filed, according to Brett D.
Fallon, Esq., at Morris James, LLP, in Wilmington, Delaware.

                       About Sprint Nextel

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

The Wall Street Journal reports that Sprint Nextel Corp. will lay
off 14% of its work force, to be completed by the end of the first
quarter.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
Tweeter Opco filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


ST. ANN HOSPICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: St. Ann Hospice Home Care
        1612 W. Glenoaks Blvd
        Glendale, CA 91201
        Tel: (818) 247-6671

Bankruptcy Case No.: 09-11526

Type of Business: The debtor is in the health care business.

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Asbet A. Issakhanian, Esq.
                  520 E. Wilson #200
                  Glendale, CA 91206
                  Tel: (818) 247-6671
                  Fax: (818) 551-5487

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

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

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

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


STATION CASINOS: May File for Bankruptcy Protection
---------------------------------------------------
Pierre Paulden and Jonathan Keehner at Bloomberg News report that
Station Casinos Inc. may go bankrupt, after Colony Capital LLC
added more than $2 billion of loans and bonds to Station Casinos'
books.

Colony Capital, Bloomberg relates, took Station Casinos private in
2007 and used loans and bonds to complete the $8.8 billion deal
with the casino company's founding family.  Citing Ms. Holloway,
Bloomberg says that the extra leverage puts Station Casinos at
risk of breaking terms of bank debt.

Bloomberg quoted Deutsche Bank analyst Andrew Zarnett as saying,
"Private equity believed these assets could be burdened with
considerable amounts of debt, but failed to take into account true
cost of capital and other fixed charges that these assets need to
maintain the physical plant.  There is no doubt that they also
failed to take into account the likelihood of a recession."

Moody's Investors Service analyst Peggy Holloway, Bloomberg
relates, said, "From a liquidity perspective, they are on the
brink of bankruptcy.  It depends on their ability to negotiate
with lenders and willingness to amend the debt."

According to Bloomberg, loans for the Station Casinos buyout
include $900 million from Deutsche Bank AG and JPMorgan Chase &
Co.  Bloomberg states that Wachovia Corp., Natixis Bank, BNP
Paribas, and Bank of Nevada also provided loans.

According to Bloomberg, Station Casinos admitted in November 2008
that it was at risk of breaching covenants in a credit agreement
by the end of 2008.  CreditSights Inc. analyst Chris Snow said
that Station Casinos has probably breached the covenants,
Bloomberg relates.  Station Casinos has a bond payment due
Feb. 1, Bloomberg states, citing Mr. Snow.  Mr. Snow, according to
the report, said that the payment is for $450 million of 6.5%
notes due in 2014.

Bloomberg reports that in December 2008, Station Casinos failed to
convince bondholders to swap securities for debt that was worth
less and came due later.  Station Casinos then tried to borrow the
$257 million remaining of its $650 million credit line, the report
says.  According to the report, Mr. Snow said that taking the cash
from the bank line is "an indication they expected to breach."

Bond pricing service Financial Industry Regulatory Authority
Trace, Bloomberg relates, said that trading of the securities has
dropped to 2.5 cents on the dollar, from 70 cents in February
2008.  Bloomberg states that Station Casinos has $900 million of
bank loans, $2.3 billion of bonds, and a $2.475 billion commercial
mortgage-backed facility.

CMA Datavision said that the cost to protect Station Casinos'
bonds from default for five years using credit derivatives rose
1.6 percentage points to a record 81.13% upfront and 5% last year,
according to Bloomberg.  The report says that it would cost $8.1
million initially and $500,000 a year to protect $10 million of
bonds for five years.

Mr. Zarnett, says Bloomberg, recommended that investors avoid
Station Casino's debt due to "deteriorating fundamentals, upside
down balance sheets, lack of liquidity, high leverage and
potential breach of covenants."

Moody's said that Station Casinos has the worst liquidity rating,
at SGL-4, Bloomberg relates.

Station Casinos, Inc. -- http://www.stationcasinos.com/-- is
headquartered in Las Vegas, Nevada, and operates 17 properties in
the Las Vegas, North Las Vegas, and Henderson area.  Station
Casinos' Las Vegas-area properties include Red Rock Casino and the
two-month old Aliante Station.  The company was founded in 1991 by
Tom Barrack.


STEPHEN ANDO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Stephen Ando Paull Contractors, Inc.
        95 Turnpike St.
        West Bridgewater, MA 02379

Bankruptcy Case No.: 09-10428

Chapter 11 Petition Date: January 21, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Andrew M. Osborne, Esq.
                  Osborne & Fonte
                  20 Eastbrook Road, Suite 304
                  Dedham, MA 02026
                  Tel: (781) 326-3875
                  Fax: (781) 326-4113
                  Email: ozzvis@yahoo.com

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

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

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

            http://bankrupt.com/misc/mab09-10428.pdf

The petition was signed by Stephen A. Paull, President of the
company.


SUBURBAN FEDERAL: Maryland Bank Fails & FDIC Named Receiver
-----------------------------------------------------------
Suburban Federal Savings Bank based in Crofton, Maryland, was
closed on Fri., Jan. 30, 2009, by the Office of Thrift
Supervision, and the Federal Deposit Insurance Corporation (FDIC)
was named receiver.  To protect the depositors, the FDIC entered
into a purchase and assumption agreement with Bank of Essex,
Tappahannock, Virginia, to assume all of the deposits of Suburban
Federal.

The failed bank's seven offices reopened on Sat., Jan. 31, 2009,
as branches of Bank of Essex, with depositors of Suburban Federal
automatically becoming depositors of Bank of Essex.

As of September 30, 2008, Suburban Federal had total assets of
approximately $360 million and total deposits of $302 million.  In
addition to assuming all of the failed bank's deposits, Bank of
Essex agreed to purchase approximately $348 million in assets at a
discount of $45 million.  The FDIC will retain the remaining
assets for later disposition.

The FDIC and Bank of Essex entered into a loss-share transaction.
Bank of Essex will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-sharing arrangement is
expected to maximize returns on the assets covered by keeping them
in the private sector.  The agreement also is expected to minimize
disruptions for loan customers as they will maintain a banking
relationship.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $126 million. Bank of Essex's acquisition of all deposits
was the "least costly" resolution for the FDIC's Deposit Insurance
Fund compared to alternatives.  Suburban Federal is the fifth bank
to fail in the nation this year.  The last bank to be closed in
Maryland was Second National Federal Savings Bank, Salisbury, on
December 4, 1992.


SUN-TIMES MEDIA: Arbitrator Awards CN$51-Mil. to CanWest
--------------------------------------------------------
Sun-Times Media Group, Inc. (Pink Sheets: SUTM) has received the
decision of an arbitrator in a dispute between the Company and
CanWest Global Communications Corp., a Canadian media company.

On December 19, 2003, CanWest commenced notices of arbitration
against Sun-Times Media relating to CanWest's purchase of
newspaper assets from the Company in 2000.  CanWest claimed
Sun-Times Media and certain of its subsidiaries owed CanWest
CN$84.0 million related to the transaction.  Sun-Times Media
contested CanWest's claim.

The arbitrator's decision includes an award in favor of CanWest in
the amount of approximately CB$51 million.  The award is exclusive
of interest and costs, which will be determined at a later date.

As of September 30, 2008, Sun-Times Media had a reserve
established under "Accounts payable and accrued expenses" on its
balance sheet in respect of the arbitration for CN$15 million.  A
previously established escrow account funded by the company
containing approximately CN$22 million may be available to pay any
final arbitration award.

Sun-Times Media is evaluating its options with respect to the
arbitration award, including the possibility of an appeal upon the
completion of the arbitration, and is in the process of assessing
the likely impact of any final arbitration award on the Company's
financial condition.

            About Canwest Global Communications Corp.

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

                    About Sun-Times Media Group

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
owns media properties including the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities across Chicago.


SUN-TIMES MEDIA: Board Elects Graham W. Savage as Director
----------------------------------------------------------
Sun-Times Media Group, Inc.'s board of directors has elected
Graham W. Savage as a director.

Mr. Savage had previously served as a Director for the company
from July 24, 2003 to January 16, 2009, and served as a member of
the Company's Special Committee that investigated and resolved a
number of legal issues facing the Company. In addition, Mr. Savage
served as chairman of the Company's Audit Committee from
January 31, 2006 to January 16, 2009.

Mr. Savage, 59, served for 21 years, including seven years as the
Chief Financial Officer, at Rogers Communications Inc., a major
Toronto-based media and communications company. Mr. Savage
currently serves as Chairman of Callisto Capital LP, a merchant
banking firm based in Toronto. He also serves as a director and
the chairman of the audit committees for both Canadian Tire
Corporation, Limited, a Canadian public reporting company, and
Cott Corporation, a United States public reporting company. Mr.
Savage has also served on numerous other boards of directors.

                    About Sun-Times Media Group

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
owns media properties including the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities across Chicago.


SUN-TIMES MEDIA: Davidson Kempner Wins Control of Board
-------------------------------------------------------
Sun-Times Media Group, Inc. (Pink Sheets: SUTM) has determined
that Davidson Kempner Capital Management LLC has delivered to the
Company valid consents from holders of a majority of Sun-Times
Media Group Class A Common Stock to reconstitute of the Company's
Board of Directors, effective as of January 16, 2009.  The Company
reached this determination with the assistance of an independent
inspector, IVS Associates, Inc.

The Company's Board of Directors is now comprised of Jeremy L.
Halbreich, Michael E. Katzenstein, Robert A. Poile and Robert A.
Schmitz.

As reported by the Chicago Tribune on Jan. 17, Davidson Kempner
declared victory of its aims to seek control of Sun-Times Media's
board through a mail solicitation.  Although officials had
encouraged shareholders to resist Davidson Kempner's "ill-
conceived" effort to take over the board, they have also affirmed
the company's existing directors intend to "accept the decision of
stockholders, whatever that decision may be."  Davidson, which
held a 5.9% Sun-Times Media stake, had vowed to replace three
directors of the Chicago-based parent of the Chicago Sun-Times and
dozens of other publications with Davidson representatives if it
won the fight.  According to the report, Only Robert Poile,
representing Polar Securities, another big shareholder, would
remain on the board.  Davidson Kempner wanted the new board to
replace Sun-Times Media Chief Executive Cyrus Freidheim Jr.

                 About Sun-Times Media Group

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
owns media properties including the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities across Chicago.


SYNCORA GUARANTEE: S&P Downgrades Issuer Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issuer
credit and financial strength ratings on Syncora Guarantee Inc. to
'CC' from 'B'.

Standard & Poor's also said that it removed these ratings from
CreditWatch, where they were placed on Nov. 18, 2008, with
developing implications.

The outlook is negative.

The downgrade is the result of Standard & Poor's recent update to
its distressed exchange criteria.  This update includes the
commutation of credit default swaps by bond insurers.  Once a
distressed offer or commutation is announced or otherwise
anticipated, S&P lowers the issuer credit and financial strength
ratings to reflect the risk of nonpayment under a financial
guarantee policy.  S&P generally lowers the ratings to 'CC' and
assign a negative outlook, reflecting the possible 'SD' issuer
credit rating upon completion of the commutation.

Syncora has announced that it has entered into an agreement with
17 bank counterparties to commute, terminate, amend, or
restructure existing CDS and financial guarantee contracts.
Standard & Poor's has taken into consideration the company's lack
of meaningful advancement on the restructuring and slow progress
in its negotiations with counterparties of its CDO of ABS
exposure.

If Syncora experiences further adverse loss development on its COD
of ABS or on its 2005-2007 vintage RMBS exposure, the company
could fall below the NYID minimum surplus requirement.  It is
unclear if the NYID would grant an additional release of
contingency reserves to bolster surplus.

The outlook is negative, reflecting the possible 'SD' issuer
credit rating following the commutation and the lack of progress
management has made on its commutation strategy.  If management is
not successful in its negotiations to develop strategic
alternatives for problematic credits in its insured portfolio, S&P
believes the financial position of the company would be impaired
to a point that could lead to regulatory intervention.  If
management is successful in its commutation negotiations, S&P
would lower the rating to 'SD'.  After the commutation is
complete, S&P could raise the rating if management presents a
reasonably viable strategy to strengthen the company's financial
positions and protect policyholders.


SYRACUSE FUNDING: Moody's Junks Ratings on EUR6.438 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
debt securities issued by Syracuse Funding EUR Limited:

EUR 36,290,000 Class A Floating Rate Notes due 2018

  -- Current Rating: Aa1, on review for downgrade
  -- Prior Rating: Aa1

EUR 5,686,000 Class B Floating Rate Notes due 2018

  -- Current Rating: Aa2, on review for downgrade
  -- Prior Rating: Aa2

EUR 4,013,000 Class C Floating Rate Notes due 2018

  -- Current Rating: Baa1, on review for downgrade
  -- Prior Rating: A1

EUR 6,438,000 Class D Floating Rate Notes due 2018

  -- Current Rating: Caa1, on review for downgrade
  -- Prior Rating: Baa1

The last rating action on the affected securities was on
December 22, 2008 when the Senior Credit Facility and Class A
Notes were downgraded from Aaa to Aa1.  The rating actions reflect
concern over the vehicle's ability to liquidate portfolio assets
under stressed market conditions within the covenanted timeframe.

Moody's incorporated an increase in suspensions and gating of
redemptions within hedge funds at the underlying portfolio level
into its rating analysis.  A negative annual drift of 5% was
utilized to reflect the recent downward trend in the returns of
portfolios of hedge funds.  A single factor volatility assumption
of 6% was used to simulate the NAV process along with the standard
volatility stresses as described in the rating methodology listed
below.


TAURINO SERVICES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Taurisano Services, GP
        150 S. Independence Mall West, Suite 1042
        Philadelphia, PA 19106

Bankruptcy Case No.: 09-10461

Chapter 11 Petition Date:

Court: United States Bankruptcy Court

Judge: January 23, 2009

Debtor's Counsel: Allen B. Dubroff, Esq.
                  101 Greenwood Avenue, Fifth Floor
                  Jenkintown, PA 19046
                  Tel: (215) 635-7200
                  Fax: (215) 635-7212
                  Email: adubroff@fsalaw.com

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

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

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

The petition was signed by Massimo Taurisano, Managing Partner of
the company.


TELETOUCH COMMUNICATIONS: Signs Retailer Pact With T-Mobile USA
---------------------------------------------------------------
Teletouch Communications, Inc., has signed an Exclusive Retailer
Agreement with T-Mobile USA, Inc. (NYSE: DT), a leading national
wireless carrier.  The three-year agreement provides for Teletouch
to open, operate and manage high-volume mall locations, with the
company's first five new locations opening in major markets in
Oklahoma, starting immediately.  Further discussions are underway
to explore possible expansion opportunities in a variety of other
markets, including Texas and the ten Southeastern states that
Teletouch previously served as a wireless messaging provider for
many years.

"We are excited to work with T-Mobile USA to expand our retail
distribution, leveraging our current Texas-based core wireless
business into new markets across the country.  While other U.S.
wireless carriers are rationalizing their post-merger, over-
saturated retail channels and shuttering company and agent stores,
T-Mobile has a strong focus and support team geared to growing its
authorized dealer and third-party retailer channels nationwide,"
stated T.A. "Kip" Hyde, Jr., President and COO of Teletouch.  "We
understand GSM-network-based cellular communications very well,
having been in the business since its inception in the 1980's, and
are pleased that T-Mobile has chosen us to help support its retail
growth plans."

Amy McCune, T-Mobile USA Regional Vice President, added, "As T-
Mobile continues to grow and expand its national retail
operations, it is imperative that we choose retailers that have
the knowledge, experience and capability of providing the very
highest levels of customer service.  We're pleased to work with
Teletouch, as they have demonstrated over many years their
commitment to delivering exceptional customer service and building
long-term customer relationships with customers."

                      About T-Mobile USA, Inc.

Based in Bellevue, Wash., T-Mobile USA, Inc. --
http://www.T-Mobile.com/-- is the U.S. operation of Deutsche
Telekom AG's Mobile Communications Business, and a wholly owned
subsidiary of T-Mobile International, one of the world's leading
companies in mobile communications. By the end of the third
quarter of 2008, 127 million mobile customers were served by the
mobile communication segments of the Deutsche Telekom group --
32.1 million by T-Mobile USA -- all via a common technology
platform based on GSM, the world's most widely used digital
wireless standard.  T-Mobile's innovative wireless products and
services help empower people to connect to those who matter most.
Multiple independent research studies continue to rank T-Mobile
among the highest in numerous regions throughout the U.S. in
wireless customer care and call quality.  T-Mobile is a federally
registered trademark of Deutsche Telekom AG.

                  About Teletouch Communications

For over 40 years, Teletouch Communications, Inc. --
http://www.teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

In a letter dated January 16, 2009, BDO Seidman, LLP, in Houston,
Texas, pointed out that the company has suffered recurring losses
from operations and negative cash flows from operations and has a
working capital deficit and a net capital deficiency which raise
substantial doubt about its ability to continue as a going
concern.

As of May 31, 2008, the company's balance sheet showed total
assets of $28,569,000 and total liabilities of $37,321,000,
resulting in total shareholders' deficit of $8,752,000.
For the years ended May 31, 2008, and 2007, the company posted net
losses of $3,075,000 and $8,079,000.


THOMAS RICKS: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Mecham Ricks
        5655 W. Floating Feather
        Eagle, ID 83616

Bankruptcy Case No.: 09-00215

Chapter 11 Petition Date: January 29, 2009

Court: District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Thomas G. Walker, Esq.
                  twalker@cosholaw.com
                  Cosho Humphrey LLP
                  P.O. Box 9518
                  Boise, ID 83707-9518
                  Tel: (208) 639-5607
                  Fax: (2080 639-5609

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Doug Swenson                   State Court       $2,231,250
Kastera, LLC                   litigation pending
1550 S. Tech Ln.               over contract
Meridian, ID 83642             dispute
Tel: (208) 472-0300

Wells Fargo Financing Bank     Credit card       $10,258
PO Box 5943                    purchases
Sioux Falls, SD 57117-5943

D.L. Evans Bank                Credit card       $6,265
PO Box 30495                   purchases
Tampa, FL 33630
800-325-3678

Wells Fargo                    Credit card       $3,288
PO Box 10347                   purchases
Des Moines, IA 50306

Wells Fargo Bank               Line of credit    $2,068
PO Box 95225
Albuquerque, NM 87199-5225


THREE RIVERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Three Rivers Companies, LLC
        #200 4463 Cherokee St.
        Acworth, GA 30101

Bankruptcy Case No.: 09-61430

Chapter 11 Petition Date: January 20, 2009

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Joel S. Wadsworth, Esq.
                  The Wadsworth Firm
                  2625 Piedmont Rd., NE, Suite 56-304
                  Atlanta, GA 30324
                  Tel: (404) 261-2122

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

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

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

The petition was signed by John Campbell, Managing Member of the
company.


TWEETER OPCO: Court Directs Wells Fargo to Release Funds
--------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware directed Wells Fargo Retail Finance, LLC, to release
to the Chapter 7 trustee, George L. Miller, $130,000 as payment of
the December 2008 and January 2009 rent of Tweeter Opco LLC and
its affiliates' corporate headquarters and for the preparation of
the Schedules of Assets and Liabilities and Statements of
Financial Affairs.

Wells Fargo is the agent for the First Lien Lenders.

Schultze Agency Services, LLC, as agent for the Opco Debtors'
Second Lien Lenders, made the request.  Schultze asked the Court
to amend the order converting the Chapter 11 cases of the Opco
Debtors into Chapter 7 proceedings, to allow Wells Fargo to turn
over $100,000 of the approximate $2,000,000 it is holding to the
Chapter 7 Trustee.

The Court has previously ordered payment of the December rent and
the filing of Schedules and Statements.  However, the  Chapter 7
Conversion Order requires Wells Fargo to hold onto all cash
collateral until further Court order.

Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, informed the Court that no objections were
filed against Schultze's request.

In its order, the Court clarified that as adequate protection to
Wells Fargo with respect to the release of its collateral, it will
be released and discharged of any Section 506(c) claims that would
otherwise be allowed against Wells Fargo, solely on a dollar-for-
dollar basis to the extent that the obligations paid with the
$130,000 are not chargeable to Wells Fargo under Section 506(c) of
the Bankruptcy Code.

                         About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
Tweeter Opco filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Court Permits Nextel to Terminate Services
--------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware lifted the automatic stay imposed in the bankruptcy
cases of Tweeter Opco LLC and its affiliates to permit Nextel,
doing business as Sprint, to terminate telecommunication services
it provided to the Opco Debtors.

Nextel has provided the Opco Debtors wireless telecommunication
services to the Opco Debtors on 216 wireless telephones since
before the Petition Date.  Nextel said the Opco Debtors breached
their obligations by failing to make the required monthly
payments.

Nextel said the Opco Debtors deposited $283,500 into an interest-
bearing segregated escrow account for the purpose of providing
utility providers with adequate assurance of payment for
postpetition utility services.

Nextel wants George L. Miller, the Chapter 7 trustee overseeing
the liquidation proceedings of the Opco Debtors, to pay it $18,120
from the segregated deposit account for the unpaid postpetition
utility services it provided to the Opco Debtors.  Nextel said the
Chapter 7 trustee's counsel has confirmed that the Opco Debtors
are no longer using the telecommunication services.

The Chapter 7 Trustee has indicated that he consents to the
modification of the automatic stay for the purpose of terminating
Nextel's telecommunication services, but reserves all rights with
respect to any claims against the estates.  No objections to
Nextel's Lift Stay Motion were filed, according to Brett D.
Fallon, Esq., at Morris James, LLP, in Wilmington, Delaware.

                       About Sprint Nextel

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

The Wall Street Journal reports that Sprint Nextel Corp. will lay
off 14% of its work force, to be completed by the end of the first
quarter.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
Tweeter Opco filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Trustee May Retain Dilworth as Bankruptcy Counsel
---------------------------------------------------------------
George Miller, as trustee overseeing the Chapter 7 proceedings of
Tweeter Opco LLC and its affiliates, have sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Dilworth Paxson LLP as his counsel.

As counsel to the Chapter 7 Interim Trustee, Dilworth will:

(a) provide legal advice with respect to Mr. Miller's powers
     and duties;

(b) prepare necessary applications, pleadings, briefs,
     memoranda and other documents and reports;

(c) represent Mr. Miller at all hearings and adversary
     proceedings;

(d) represent Mr. Miller in his dealings with the estates'
     creditors; and

(e) perform all other legal services.

According to Mr. Miller, Dilworth has not received any payments
from the Opco Debtors' bankruptcy estates in the 90 days prior to
the Petition Date.

Dilworth will be paid for its services based on the firm's hourly
rates:

              Partners         $355-$675
              Associates       $200-$290
              Paralegals       $120-$130

Moreover, Mr. Miller proposes that Dilworth be reimbursed actual
and necessary expenses it incurred or incurs, including
telephone, photocopying, travel, business meals, computerized
research, messengers, couriers, postage, and witness fees.

Peter C. Hughes, a partner of Dilworth Paxson LLP, ascertains that
his firm does not have interest adverse to the estate in the
matters in which it is to be engaged.

In a Supplemental Affidavit, Mr. Hughes says Peter C. Hughes,
Esq., at Dilworth Paxson LLP, has told the Court that his firm has
conducted a conflict check in relation to its retention as counsel
to the Chapter 7 trustee of the Opco Debtors' liquidation
proceedings.

Mr. Hughes discloses that as of December 23, 2008, his firm
ascertained that it has represented AT&T, Benefits Concepts, Brian
Jones, Patrick Burns, Michael Burns, Derrick Campbell, D&M
Holdings, Denon Electronics, Denon Parts, Robert Edwards, David
Green, George Granoff, Christopher Harrison, Michael Hunt, Stephen
Jackson for the period from 2003 through 2007 in matters unrelated
to the Opco Debtors' cases.

Mr. Hughes adds that in 2008, his firm represented Bank of
America, PNC Bank, ADP Inc., Aqua Pennsylvania, Capmark Finance,
the City of Philadelphia, the Commonwealth of Pennsylvania, CNA
Insurance, Federal Realty Investment Trust, GE Capital, GES
Exposition Services, and International Micro Industries, Inc., in
matters unrelated to the Opco Debtors' cases.

Certain attorneys at Dilworth gave pre-bankruptcy advice to Reed
Slogoff, Esq., general counsel to Pearl Properties, regarding a
lease termination dispute with one or more of the Opco Debtors.
Mr. Hughes assures the Court that Dilworth will not represent
Pearl Properties with respect to the Debtors' current bankruptcy
cases.

In a Second Supplemental Affidavit, Mr. Hughes says that in 2008,
Dilworth Paxson represented Kimco Realty Corporation, KYW, Merrill
Lynch, JP Morgan Chase, Philadelphia Inquirer, and Philadelphia
Newspapers, Inc., in various litigations.

Moreover, Mr. Hughes told the Court that from 2003 through 2007,
Dilworth represented Ronald Johnston, Matthew Johnson, James
Keating, Kravco Company, David Miller, Michael Miller, Linda
Murray, PECO, PECO Energy Company, David Phillips, William
Phillips, PSE&G, Daniel Ryan, Michael Scott, Charles Smith,
Gregory Smith, David Thomas, Verizon, Verizon Communications,
Verizon Wireless, Thomas Watkins and Bruce Young, on matters
unrelated to the Debtors' bankruptcy cases.

In addition, Mr. Hughes notes, his Firm currently represents
Wells Fargo Corporate Trust Services, in connection with various
bond issuances in which Wells Fargo acts as bond trustee.

No objection has been filed with respect to the Dilworth
Retention Application, Mr. Hughes noted.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
Tweeter Opco filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Trustee Seeks to Hire Miller Coffey as Accountants
----------------------------------------------------------------
George L. Miller, the Chapter 7 trustee for the estate of Tweeter
Opco, LLC, and its debtor affiliates, seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to retain
Miller Coffey Tate LLP as his accountants, pursuant to Section
327(a) and 328(a) of the Bankruptcy Code.

As Mr. Miller's accountants, Miller Coffey will provide:

  (a) general accounting and tax advisory services to the
      Chapter 7 Trustee regarding the administration of the Opco
      Debtors' bankruptcy estates;

  (b) review and assistance in the preparation and filing of any
      tax returns, any assistance regarding any existing and
      future I.R.S. examinations and any all other tax
      assistance as may be requested from time to time;

  (c) interpretation and analysis of financial materials,
      including accounting, tax, statistical, financial and
      economic data, regarding the Opco Debtors and other
      relevant parties;

  (d) analysis of the Opco Debtor's books and records regarding
      potential avoidance actions;

  (e) analysis and advice regarding additional accounting,
      financial, valuation and related issues that may arise in
      the course of the Opco Debtors' Chapter 7 proceedings;

  (f) assistance to the Chapter 7 Trustee's attorneys in the
      preparation and evaluation of any potential litigation;

  (g) assistance to the Chapter 7 Trustee in identifying and
      securing the assets and records of the estate and provide
      forensic and valuation services, if required, concerning
      property and transaction of the Opco Debtors;

  (h) testimony on various matters; and

  (i) other services that are appropriate and proper in the Opco
      Debtors' Chapter 7 cases.

Mr. Miller is a member and partner of the Miller Coffey firm.

Miller Coffey will be paid for its services on an hourly basis
and will be reimbursed for actual, necessary expenses and charges
it incurred or incurs.  The Firm's 2008 employee hourly rates
are:

      Partners and Principals          $300 to $490
      Managers                         $235 to $295
      Senior Accountants               $170 to $230
      Staff Accountants                $90 to $165

Matthew R. Tomlin, a partner of Miller Coffey Tate LLP, assures
the Court that his firm does not hold or represent any interest
materially adverse to the Opco Debtors and their estates.  He
maintains that the Firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
Tweeter Opco filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNISYS CORP: Fitch Junks Issuer Default Rating from 'BB-'
---------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of Unisys Corp. and removed them from
Rating Watch Negative:

  -- IDR to 'CCC' from 'BB-';
  -- Secured credit facility to 'B+/RR1' from 'BB+';
  -- Senior unsecured debt to 'CCC/RR4' from 'BB-'.

Fitch originally placed Unisys on Rating Watch Negative on
Feb. 20, 2008 following the company's announcement that it was
exploring certain portfolio rationalization and other actions
intended to enhance stockholder value.  The Rating Outlook is
Negative.

The ratings and Negative Rating Outlook reflect:

  -- Fitch's expectations for significant negative free cash flow
     in 2009 due to the deteriorating macroeconomic environment,
     especially in the U.S. and U.K., which are Unisys' two
     largest markets, accounting for approximately 43% and 14% of
     total revenue, respectively;

  -- Unisys' weak liquidity profile due to Fitch's expectations
     for materially negative free cash flow at least through 2009
     and the unresolved renewal of the company's $275 million
     senior secured revolving credit facility, which expires in
     May 2009.

As of Sept. 30, 2008, total liquidity was approximately
$706 million, consisting of $494 million of cash and approximately
$212 million of availability under the credit facility, net of $63
million of outstanding letters of credit.  Furthermore, Unisys has
a $150 million accounts receivable securitization facility
expiring in May 2011, but the facility was nearly fully utilized
at Sept. 30, 2008, with only
$5.5 million of remaining availability, assuming sufficient
eligible receivables.  The facility includes a material adverse
change clause, change of control provision, cross default
($25 million), minimum fixed charge coverage ratio and maintenance
of certain ratios related to the sold receivables.  The facility
is subject to termination on Feb. 28, 2010 if the company fails to
refinance or extend the maturity date of the 6.875% senior notes
due 2010 beyond May 16, 2011.

  -- The strong possibility of further restructuring actions and
     associated cash payments for severance beyond what was
     previously announced in December 2008, which Fitch believes
     are increasingly necessary given the deteriorating economic
     environment.  Similar to prior economic downturns, Fitch
     expects demand for Unisys' consulting and systems
     integration services and servers, especially high-end
     ClearPath servers, to decline materially.  In the absence of
     significant headcount reductions, Fitch believes Unisys'
     gross profit margin is likely to contract significantly in
     2009 led by the Services business, given its high degree of
     operating leverage.  Employee salaries, the largest expense
     in the Services business, are relatively fixed in the short-
     term, resulting in significant profit margin pressure when
     revenue declines.  In the relatively brief recession of
     2001, Unisys' Services revenue declined approximately 6%
     compared with 2000, but gross profit declined nearly 27% as
     the cost of services remained flat year-over-year.

  -- Significant revenue generated from the challenged financial
     services industry.  In addition to declining hardware sales
     to the FSI, Fitch believes revenue from existing FSI
     outsourcing contracts is likely to remain pressured due to
     lower transaction volumes on business process outsourcing
     contracts.  Furthermore, new FSI outsourcing contract
     signings greater than $25 million declined nearly 29% in
     2008, the lowest amount since 2001, according to Technology
     Partners International, Inc.  Fitch expects new FSI contract
     signings to remain pressured in 2009.

  -- Fitch's belief that Technology segment revenues could
     decline in excess of 25% year-over-year in 2009 led by
     declining ClearPath server revenues due to industry-wide
     weakness in server sales attributable to the weak
     macroeconomic environment, ongoing turmoil in the financial
     services industry, a key market for the company, and
     continued secular declines in ClearPath and associated
     maintenance revenue.

  -- Unisys' significant exposure to discretionary consulting and
     systems integration engagements, which account for 31% of
     Unisys' Services revenue and 28% of total revenue.

  -- Weak credit ratings and sharply declining stock price, both
     of which could pressure new long-term commercial outsourcing
     contract signings.

The Recovery Ratings for Unisys reflect recovery expectations
under a distressed scenario, as well as Fitch's expectation that
the enterprise value of Unisys, and hence recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation scenario, considering the
attractiveness of Unisys' long-term services contracts.  In
deriving a distressed enterprise value, Fitch applies a 35%
discount to an estimated operating EBITDA of approximately
$450 million, the majority of which is expected to be derived from
the services business, assuming a normalized industry average
margin.

Fitch then applies a 3x distressed EBITDA multiple, considering
lack of revenue growth, margin pressures and significant
restructuring to obtain an average industry profit margin.  As is
standard with Fitch's recovery analysis, the revolver is assumed
to be fully drawn and cash balances fully depleted to reflect a
stress event.  The 'RR1' for Unisys' secured bank facility
reflects Fitch's belief that 100% recovery is likely.  The 'RR4'
for Unisys' senior unsecured debt reflects Fitch's belief that
30%-50% recovery is realistic.

Total debt is approximately $1.1 billion, consisting primarily of:

  -- $300 million of senior unsecured notes due March 2010;
  -- $400 million of senior unsecured notes due October 2012;
  -- $250 million of senior unsecured notes due December 2016;
  -- $150 million of senior unsecured notes due October 2015.


UNITED COMPONENTS: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Evansville, Indiana-based United
Components Inc. to 'B-' from 'B'.  The outlook is negative.  The
downgrade reflects UCI's tight liquidity and very aggressive
leverage.

"Given our expectations for the duration and depth of the U.S.
recession and our view of the negative effect it will have on
aftermarket revenues, S&P no longer expect UCI to achieve lease-
adjusted total debt to EBITDA of 5x or less in the year ahead,"
said Standard & Poor's credit analyst Nancy Messer.  Furthermore,
the company is negotiating an extension on its $65.5 million
revolving credit facility, which expires in June of this year, in
a time when S&P expects credit markets to remain tight.  Although
S&P believes the company will successfully extend or replace its
revolving commitment, changes could result: the borrowing cost
could rise, the commitment size may be reduced, and the covenants
could be tighter.

In addition, S&P continues to believe the company must be
recapitalized or sold in the next few years because its capital
structure includes payment-in-kind notes, which become cash pay in
2012.  UCI has these debt maturities coming up -- $190 million of
term loan debt in 2012, $230 million of 9.375% senior subordinated
notes in June 2013, and $288 million of PIK notes issued by UCI
Holdco Inc., UCI's indirect parent company, that become cash pay
in March 2012.  S&P believes the company's modest cash flow
generation is insufficient to materially reduce debt in the near
term.  Although the aftermarket business has been countercyclical
historically, S&P believes the depth of this recession is likely
to pressure drivers to drive less and spend less on vehicle
maintenance in the intermediate term.

The ratings on UCI reflect its highly leveraged financial risk
profile and weak business risk profile as an automotive
aftermarket supplier.  UCI, with annual revenues of about
$1 billion, is one of the largest pure-play aftermarket auto
suppliers in the highly fragmented North American automotive
market, although it is smaller than some diversified competitors.
UCI had total debt of $856 million at Sept. 30, 2008.

S&P's assessment of UCI's business risk profile reflects the
highly competitive character of the automotive aftermarket and the
company's concentrated customer base.  Its largest customer,
AutoZone Inc. (BBB/Stable/A-2), is the nation's largest automotive
aftermarket retailer and accounts for about 28% of UCI's sales.
Of UCI's revenues, 85% are derived from the aftermarket (both
traditional channels and retailers) and 15% from the original
equipment manufacturing and service markets.  Most of UCI's
products are nondiscretionary purchases, but demand for these
products is reduced when consumers curtail driving during
recessions or when gas prices rise.

UCI's sales are narrowly focused: consumable filters, which have a
relatively short life cycle, account for 39% of revenues; fuel
pumps, 24%; water pumps, 22%; and engine-management products, 15%.
Positive factors include UCI's strong market positions, its good
brands, and the fact that aftermarket sales, in general, are more
stable than new-vehicle sales.

Financial results for the first nine months of 2008 were depressed
by the U.S. recession, which-with its rising unemployment and
tight credit conditions-has seriously reduced consumer confidence
and spending on discretionary items.  In addition, the gasoline
price spike in 2008 led consumers to drive fewer miles, ultimately
lowering vehicle maintenance requirements.  UCI's financial
results were also hurt by high energy prices and commodity costs
in 2008.  The negative trend continued in the third quarter; sales
declined by $12.6 million, or 5.5% year over year, to $218
million.

Liquidity is very tight.  S&P believes UCI must renegotiate its
revolving credit line in the next few months because the
commitment expires in June 2009, even though this credit line is
rarely drawn.  The outlook is negative.  UCI remains aggressively
leveraged because of pressures on EBITDA and cash flow, combined
with accretion of the Holdco PIK notes, which S&P view as debt
of the operating company.  The likelihood of the company's
reducing its high leverage by a material amount remains low in the
year ahead because S&P believes the weak U.S. economy will limit
revenues and profitability in 2009.

S&P could lower the ratings if the economy worsens, leading to
persistently weak consumer demand or resistance to commodity cost
recovery by customers, creating conditions for lower EBITDA and
lack of free cash flow.  This could result if EBITDA were to fall
to $115 million, a 15% reduction from the $136 million reported
for the trailing 12 months ended Sept. 30, 2008.  S&P could also
lower the ratings if the company's liquidity is compromised by its
inability to refinance its revolving credit line in the months
ahead.  S&P would likely lower the rating if the company were to
undertake a distressed exchange of debt.

S&P could revise the outlook to stable if the economy rebounds in
the near term, but S&P views this as unlikely.  Upside rating
potential is constrained by the company's very aggressive leverage
in combination with approaching debt maturities and lackluster
profitability.


UNTHINKABLE INC: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Crain's New York Business relates that Unthinkable Inc. has filed
for Chapter 11 bankruptcy protection.

Court documents say that Unthinkable lists $1 million to
$100 million in liabilities and $100,001 to $1 million in between.
The report says that Unthinkable has less than 50 creditors.

According to court documents, Unthinkable President Randi Matalon
said, "The Debtor is filing the within emergency Chapter 11
petition because its department store customer base has ceased
paying it on time and it cannot currently pay its vendors and
utilities."

Unthinkable Inc. owns contemporary sportswear label Claude Brown.
It also owns a vintage fabric firm and a women's weekend line of
loungewear.


US SHIPPING: Gets Feb. 10 Extension for Waivers to Credit Pact
--------------------------------------------------------------
U.S. Shipping Partners, L.P. and its lenders amended January 29,
2009, the Waiver and Fourth Amendment to Third Amended and
Restated Credit Agreement, dated as of October 20, 2008, to extend
the lenders' waiver of any potential defaults under the financial
covenants in the Partnership's senior credit agreement for the
quarters ended September 30, 2008 and December 31, 2008 through
February 10, 2009.  Prior to this extension the waiver was to
expire on January 31, 2009.

In accordance with the terms of a Forbearance Agreement entered
into with holders of a majority-in-interest of the outstanding
loans under the senior credit agreement on December 30, 2008, U.S.
Shipping is currently engaged in good faith negotiations with the
administrative agent and the lenders regarding restructuring and
strategic alternatives.

"There can be no assurance that the Partnership's negotiations
with the lenders will be successful, or that the lenders will not
declare all outstanding obligations under the senior credit
agreement to be immediately due and payable and pursue their
rights and remedies under the senior credit agreement upon
termination of the Forbearance Agreement on February 10, 2009."

A copy of the Extension of Waiver and Fourth Amendment is
available for free at:

              http://researcharchives.com/t/s?38fa

As previously reported by the Troubled Company Reporter, U.S.
Shipping did not pay the principal or interest payment due on
December 31, 2008, under its senior credit agreement.  As a
result, an event of default has occurred under the senior credit
agreement.

According to the regulatory filing, lenders holding a majority-in-
interest of the outstanding loans may at any time direct the
administrative agent to declare all outstanding obligations under
the senior credit agreement to be immediately due and payable and
to pursue their rights and remedies under the senior credit
agreement.  At December 31, 2008, an aggregate of $332.6 million
was outstanding under the senior credit agreement.

U.S. Shipping, subsequently entered into the forbearance agreement
with holders of a majority-in-interest of the outstanding loans
under the senior credit agreement.  A copy of the Forbearance
Agreement is available at:

               http://researcharchives.com/t/s?378c

The Forbearance Agreement will terminate on the earliest to occur
of (i) 5:00 p.m. (Eastern time) on February 10, 2009; (ii) the
occurrence and continuance of any event of default other than the
U.S. Shipping's failure to make the December 31, 2008 principal
and interest payments under the senior credit facility and (iii)
the failure by U.S. Shipping to comply with any of the provisions
of the Agreement.

During the term of the Forbearance Agreement, U.S. Shipping has
agreed to engage in good faith negotiations with the
administrative agent and the lenders regarding restructuring and
strategic alternatives, which will include a possible sale of the
business.  Failure of U.S. Shipping to conduct good faith
negotiations will constitute an event of default and result in a
termination of the Forbearance Agreement.

The lenders' prior waiver of any potential defaults under the
financial covenants set forth in the senior credit agreement for
the quarters ended September 30, 2008, and December 31, 2008, will
expire January 31, 2009, which will result in the occurrence of an
event of default under the senior credit agreement, and a
termination of the Forbearance Agreement, absent an additional
waiver or agreement to forbear by the lenders.  U.S. Shipping said
there can be no assurance that the lenders will not accelerate the
outstanding obligations and pursue their remedies under the senior
credit agreement after January 31, 2009.

In addition, U.S. Shipping said that its failure to make the
Dec. 31, 2008 principal and interest payments under the senior
credit facility constitutes an event of default under its interest
rate swap agreements.  As a result, the counterparty to each
interest rate swap agreement may, upon prior notice, elect to
terminate such agreement early.  If U.S. Shipping's interest rate
swap agreement with the administrative agent is early terminated,
the firm estimates it would owe approximately $14.9 million under
such agreement.  If its interest rate swap agreement with Lehman
Brothers Special Financing Inc. is early terminated, U.S. Shipping
estimates it would owe approximately $9.9 million under the
agreement.  U.S. Shipping acknowledges that there can be no
assurance that the counterparties to these interest rate swap
agreements will not early terminate the agreements and seek
payment of these obligations.  Due to the Forbearance Agreement,
however, the counterparties would be unable to require the
administrative agent to foreclose on U.S. Shipping's assets during
the term of the Forbearance Agreement.

U.S. Shipping is due to make an interest payment Feb. 15 on a
second-lien loan, Bloomberg's Bill Rochelle reports.

                 About U.S. Shipping Partners L.P.

U.S. Shipping Partners L.P. is a leading provider of long-haul
marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.  For additional
information about U.S. Shipping Partners L.P., please visit
http://www.usslp.com/


US SHIPPING: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and other ratings on U.S. Shipping Partners L.P.

S&P lowered all ratings on U.S. Shipping to 'D' on Jan. 6, 2009,
after the company's announcement on Jan. 5, 2009, that it was in
default under the terms of its senior credit agreement, after
failing to