TCR_Public/090128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 28, 2009, Vol. 13, No. 27

                            Headlines


196 ELIZABETH ST: Voluntary Chapter 11 Case Summary
2121 WEST: Voluntary Chapter 11 Case Summary
3 WEST LAKEVIEW: Voluntary Chapter 11 Case Summary
47-48 DOUGLASS: Voluntary Chapter 11 Case Summary
ADVANCED MICRO: Says Foundry Doesn't Breach Cross-License Pact

ADVANCED MICRO: OppenheimerFunds Discloses 13.46% Equity Stake
ADVANCED MICRO: Seeks Stockholder Approval of Share Issuance
ADVANCED MICRO: Compensation Panel OKs Across-the-Board Reductions
AGRIPROCESSORS INC: Soglowek Nahariya Bids $40 Mil. for Assets
AMERICAN AXLE: At High Risk of Bankruptcy in 2009, KDP Says

AMERICAN INT'L: Seeks Bids for Fund Management Business
AMERICAN INT'L: Christian Milton Sentenced to Four Yrs. in Prison
AMR CORP: Board Adopts & Approves Amendments to Bylaws
ANDREW PARK: Case Summary & 20 Largest Unsecured Creditors
BAY LIMITED: Case Summary & 20 Largest Unsecured Creditors

BEARINGPOINT INC: Pays $21MM to Settle San Diego Contract Dispute
BERNARD L. MADOFF: Finra Probes Client Referrals to Firm
BERNARD L. MADOFF: Trustee Collects $91.8 Million From Firm
BEYOND THE BAY: Case Summary & 20 Largest Unsecured Creditors
BLYTH INC: Moody's Changes Outlook to Negative; Holds 'Ba3' Rating

BRICK OVEN: Case Summary & 20 Largest Unsecured Creditors
BUILDING LLC: Case Summary & 2 Largest Unsecured Creditors
CABLEVISION SYSTEMS: Receives Cease-and-Desist Order From SEC
CABLEVISION SYSTEMS: Openheimer Owns 5.83%; EVP Gets Stock Options
CHAMPIONS FOR CHANGE: Voluntary Chapter 11 Case Summary

CAROLINA CLEARING: Case Summary & 20 Largest Unsecured Creditors
CASELLA WASTE: S&P Downgrades Corporate Credit Rating to 'B+'
CHECKER MOTORS: U.S. Trustee Forms Four-Member Creditor Committee
CHENICE INTERNATIONAL: Voluntary Chapter 11 Case Summary
CHESAPEAKE CORP: Court Delays Sale Until April 3

CHESAPEAKE CORP: To Start Public Offering of $500MM of Sr. Notes
CIMAREX ENERGY: S&P Affirms 'BB' Rating; Outlook Negative
CITIGROUP INC: Appoints Three New Officers in Its Divisions
CJ III: Case Summary & 20 Largest Unsecured Creditors
CLAYTON WILLIAMS: S&P Affirms 'B' Rating; Outlook Negative

COKE STEEL: Case Summary & 20 Largest Unsecured Creditors
COMBINATION SECURITIES: Moody's Corrects Ratings on Two Classes
COMMERCIAL VEHICLE: Moody's Downgrades Corp. Family Rating to 'B3'
CRC HEALTH: S&P Affirms 'CCC+' Subordinated Debt Rating
DAYTON SUPERIOR: S&P Downgrades Corporate Credit Rating to 'CCC'

DBSI INC: Three Units' Voluntary Chapter 11 Case Summary
DENBURY RESOURCES: S&P Affirms 'BB' Rating; Outlook Negative
DONALD ALTER: Case Summary & 20 Largest Unsecured Creditors
DUNE ENERGY: S&P Junks Rating; Outlook Negative
EL PASO GRILL: Files for Chapter 11 Bankruptcy Protection

ENERGY PARTNERS: S&P Cuts Rating to 'B-'; Outlook Negative
ENRON CORP: Court Approves $6.95-Mil. Goldman Sachs Settlement
ER URGENT: Ceases Operations; Court Appoints Chapter 11 Trustee
EXCO RESOURCES: S&P Affirms 'B' Rating; Outlook Negative
EXECUTIVE GARDEN: Case Summary & 20 Largest Unsecured Creditors

FANNIE MAE: Will Seek Up to $16BB in Funds From U.S. Treasury
FANNIE MAE: City Holding Takes $21.1MM Impairment Charge
FORBES ENERGY: S&P Puts 'B' Ratings on Negative CreditWatch
FIRST AMERICANS: Bankruptcy Hearing Set for February 20
FREDDIE MAC: City Holding Takes $21.1MM Impairment Charge

GAYLORD ENTERTAINMENT: Moody's Affirms 'B2' Corporate Rating
GRACE OF GOD: Case Summary & 20 Largest Unsecured Creditors
HARKFORD INC: Case Summary & 20 Largest Unsecured Creditors
HARTMARX CORP: Can Access Wachovia DIP Facility on Interim
HAYES LEMMERZ: Moody's Junks Corporate Family Rating from 'B3'

HEALTHSOUTH CORP: Court OKs Settlement Deal with UBS Securities
HOME DEPOT: Closes 34 Home Expo Centers; To Cut 2% of Workforce
HOME DEPOT: EXPO Business Exit Won't Affect S&P's Rating
HPG INTERNATIONAL: Wants to Access $1.2 Million BoA DIP Facility
IMPERIAL BUSINESS: Plan Confirmation Hearing on March 13

INDEVUS PHARMACEUTICALS: Files First Amendment to Annual Report
INDEVUS PHARMA: Files Amendment to Solicitation Statement
INEOS GROUP: Weak Liquidity Cues Moody's Junk Corporate Rating
INTERLINE BRANDS: S&P Affirms Corporate Credit Rating at 'BB-'
JOKER SUPPER: Court Dismisses Chapter 11 Bankruptcy Case

KAR HOLDINGS: Moody's Changes Outlook on 'B2' Rating to Negative
KAY HAYWARD: Voluntary Chapter 11 Case Summary
KEY PLASTICS: Unsecured Creditors Snub Organizational Meeting
KEY PLASTICS: Gives More Information on Prepackaged Plan
KOOSHAREM CORPORATION: Moody's Confirms 'B2' Corp. Family Rating

LA PLATA PIZZA: Case Summary & 20 Largest Unsecured Creditors
LANCASTER PALMS: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: City Holding Records $1,000,000 Impairment Charge
LENNOX INTERNATIONAL: Moody's Assigns 'Ba1' Initial Unsec. Rating
LKN BUILDERS: Case Summary & 6 Largest Unsecured Creditors

MASSIMO TAURISANO: Voluntary Chapter 11 Case Summary
MCCLATCHY CO: Will Suspend Paying Dividend to Preserve Cash
MERITAGE HOMES: CEO Says 150 Shares Omitted in Previous Disclosure
MORTGAGE LENDERS: Labor Department Says Plan Violates ERISA
MOUNT AIRY: Moody's Withdraws 'Caa3' Rating on Lack of Information

NORTEL NETWORKS: Bookham Has $5,000,000 in Receivables
NOVELIS INC: Fitch Downgrades Issuer Default Rating to 'B-'
NPS PHARMACEUTICALS: Board Committee Grants Options to 3 Officers
NPS PHARMACEUTICALS: Biotechnology No Longer Holds Equity Stake
PARALLEL PETROLEUM: S&P Affirms 'B' Rating; Outlook Negative

PETROLEUM DEVELOPMENT: S&P Affirms 'B' Rating; Outlook Stable
PETROQUEST ENERGY: S&P Cuts Rating to 'B-'; Outlook Negative
PICTURE FACTORY: Voluntary Chapter 11 Case Summary
PILGRIM'S PRIDE: Court Approves Don Jackson as President and CEO
PRIMEDIA INC: Moody's Affirms 'Ba3' Corporate Family Rating

QIMONDA AG: Owes Winbond $28.1 Million in Accounts Receivable
QUICKSILVER RESOURCES: S&P Upgrades Rating to 'B+'; Outlook Neg.
RANGE RESOURCES: S&P Affirms 'BB' Rating; Outlook Stable
REED WOITH: Voluntary Chapter 11 Case Summary
REGAL ENTERTAINMENT: S&P Retains Negative Watch on 'BB-' Rating

REGINALD DRAKEFORD: Voluntary Chapter 11 Case Summary
RESTITUTO TIGLAO: Case Summary & 20 Largest Unsecured Creditors
RIVERTOWN INVESTMENTS: Court Dismisses Chapter 11 Bankruptcy Case
RLC INDUSTRIES: S&P Keeps 'BB' Corp. Credit Rating; Outlook Neg.
ROYCE IN'T: Case Summary & Four Largest Unsecured Creditors

SEALY CORPORATION: Moody's Downgrades Corporate Rating to 'B2'
SMURFIT-STONE: Receives Approval for Critical First Day Motions
SMURFIT-STONE CONTAINER: Moody's Downgrades Corp. Rating to 'Ca'
SMURFIT-STONE CONTAINER: Chapter 11 Cues Fitch's 'D' Rating
SMURFIT-STONE CONTAINER: Chapter 11 Filing Cues S&P's 'D' Rating

STAN LEE MEDIA: Court Says Founders Unlawfully Took Assets
STAR TRIBUNE: Section 341(a) Meeting Scheduled for March 30
STONE ENERGY: S&P Cuts Rating to 'B'; Outlook Stable
SUN-TIMES MEDIA: DKCM, et. al., Disclose 5.1% Equity Stake
SWIFT ENERGY: S&P Upgrades Rating to 'B+'; Outlook Negative

TALLYGENICOM LP: Files for Bankruptcy to Facilitate Asset Sale
TALLYGENICOM LP: Case Summary & 30 Largest Unsecured Creditors
TILE OUTLETS: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Names Don Meek as President/National Media Sales
UNISYS CORPORATION: Moody's Downgrades Corporate Ratings to 'B3'

VINEYARD CHRISTIAN: Creditor Wants Case Dismissed or Converted
WING HENG: Court Appoints 3-Member Creditors Panel
WING HENG: Obtains Final Nod to Use Brickwell's Cash Collateral
XERIUM TECHNOLOGIES: Unit Settles With Josef Mayer on Termination
YELLOWSTONE CLUB: Creditors Petition for Chapter 7 Liquidation

ZSIGMOND SEBESTYEN: Case Summary & 20 Largest Unsecured Creditors

* Timothy Geithner Gets Senate's OK as Treasury Secretary

* Upcoming Meetings, Conferences and Seminars


                            *********

196 ELIZABETH ST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 196 Elizabeth St. LLC
        196 Elizabeth St.
        New York, NY 10012

Bankruptcy Case No.: 09-10222

Chapter 11 Petition Date: January 14, 2009

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

Debtor's Counsel: Jennifer Lauren Saffer, Esq.
                  J.L. Saffer, P.C.
                  20 Vesey Street, 7th Floor
                  New York, NY 10007
                  Tel: (212) 608-6968
                  Fax: (212) 608-1878
                  Email: jlsaffer@jlsaffer.com

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

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

The petition was signed by David Moore, managing member of the
company.

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


2121 WEST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 2121 West 11th Street Inc.
        20720 Ventura Blvd., #260
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-10380

Chapter 11 Petition Date: January 14, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Lisa Phillips, Esq.
                  20720 Ventura Blvd., # 260
                  Woodland Hills, CA 91364
                  Tel: (818) 710-8400
                  Fax: (818) 710-1220

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

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

The petition was signed by Roman W. Celusta, president of the
company.

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

             http://bankrupt.com/misc/ccb09-10380.pdf


3 WEST LAKEVIEW: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 3 West Lakeview Havasu, LLC
        13662 Kingsbridge
        Westminster, CA 92683

Bankruptcy Case No.: 09-00576

Chapter 11 Petition Date: January 14, 2009

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

Debtor's Counsel: Pernell W. McGuire, Esq.
                  Law office of Pernell W. McGuire, PLLC
                  P.O. BOX 1448
                  Flagstaff, AZ 86002
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@pmcguirelaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Ian Kuemerle, managing member of the
company.

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


47-48 DOUGLASS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 47-78 Douglass Street, LLC
        109 Reade St., Unit A
        New York, NY 10013

Bankruptcy Case No.: 09-10216

Chapter 11 Petition Date: January 14, 2009

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

Judge: Arthur J. Gonzalez

Debtor's Counsel: Ronald M. Terenzi, Esq.
                  Berkman, Henoch, Peterson & Peddy, PC
                  100 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 222-6200
                  Fax: (516) 222-6209
                  Email: r.terenzi@bhpp.com

Total Assets: $7,130,778

Total Debts: $9,151,600

The petition was signed by James McGown, managing member of the
company.

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

             http://bankrupt.com/misc/nysb09-10216.pdf


ADVANCED MICRO: Says Foundry Doesn't Breach Cross-License Pact
--------------------------------------------------------------
On January 20, 2009, Advanced Micro Devices, Inc., received a
letter from Intel Corporation relating to the 1976 and 2001 Patent
Cross License Agreement between the company and Intel.  In the
letter, Intel requests a meeting with the company to discuss
whether The Foundry Company qualifies as a licensed "Subsidiary"
under the Cross-Licenses, whether the creation of The Foundry
Company is a breach of the provisions of one of the Cross-Licenses
and whether either the transaction establishing The Foundry
Company or the company's 2006 acquisition of ATI constituted a
change of control of the company under the Cross-Licenses.

Advanced Micro said in a regulatory filing it strongly believes
that The Foundry Company qualifies as a "Subsidiary" under the
Cross-Licenses, that the creation of The Foundry Company is not a
breach of the provisions of either of the Cross-Licenses and that
neither the transaction establishing The Foundry Company nor the
company's acquisition of ATI constituted a change of control of
the company under the Cross-Licenses.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current liabilities of
$2,226,000,000, deferred income taxes of $91,000,000, long-term
debt and capital lease obligations of $4,702,000,000, other long-
term liabilities of $569,000,000, minority interest in
consolidated subsidiaries of $169,000,000, and total stockholders'
deficit of $82,000,000.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings affirmed these ratings on Advanced Micro Devices
Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at
'CCC/RR6' and Rating Outlook at Negative.


ADVANCED MICRO: OppenheimerFunds Discloses 13.46% Equity Stake
--------------------------------------------------------------
OppenheimerFunds, Inc., disclosed in a regulatory filing that it
may be deemed to beneficially own 81,987,722 shares, representing
13.46% of the total outstanding shares of Advanced Micro Devices,
Inc.

Oppenheimer Global Opportunities Fund also disclosed that it may
be deemed to beneficially own 79,000,000 shares, representing
12.98% of the total outstanding shares.

OppenheimerFunds is an investment adviser while Oppenheimer Global
Opportunities Fund is an investment company registered under
section 8 of the Investment Company Act of 1940.

Mark S. Vandehey, senior vice president and chief compliance
officer, relates that the number of shares reflects the conversion
of debentures to, or exercise of warrants for, common stock.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current liabilities of
$2,226,000,000, deferred income taxes of $91,000,000, long-term
debt and capital lease obligations of $4,702,000,000, other long-
term liabilities of $569,000,000, minority interest in
consolidated subsidiaries of $169,000,000, and total stockholders'
deficit of $82,000,000.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings affirmed these ratings on Advanced Micro Devices
Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at
'CCC/RR6' and Rating Outlook at Negative.


ADVANCED MICRO: Seeks Stockholder Approval of Share Issuance
------------------------------------------------------------
Advanced Micro Devices, Inc., has filed a proxy statement pursuant
to which AMD's board of directors is soliciting proxies in
connection with seeking AMD stockholder approval of the issuance
of certain AMD shares and warrants with the Securities and
Exchange Commission.  Investors and security holders are urged to
read the proxy statement and other relevant documents filed with
the SEC because they contain important information.

The proxy statement is publicly available.  Security holders may
obtain a free copy of the proxy statement and other documents
filed by AMD with the SEC at the SEC's Web site at:

              http://researcharchives.com/t/s?38af

The proxy statement and other documents may also be obtained free
of charge by contacting AMD Investor Relations at
investor.relations@amd.com or by telephone: (408) 749-4000.

The company will hold a Special Meeting of Stockholders of
Advanced Micro Devices at the Hilton Austin Airport, 9515 Hotel
Drive, Austin, Texas on February 10, 2009, at 10:00 a.m. local
time, for these purposes:

   1. To approve, pursuant to the Master Transaction Agreement,
      dated as of October 6, 2008, as amended by the Amendment to
      the Master Transaction Agreement, dated as of December 5,
      2008, by and among the company, an affiliate of Mubadala
      Development Company PJSC, and Advanced Technology
      Investment Company LLC:

         (i) the issuance to an affiliate of Mubadala of
             58,000,000 shares of AMD common stock and warrants
             to purchase 35,000,000 shares of AMD common stock
             for an aggregate purchase price equal to (a)
             58,000,000 multiplied by (b) the lesser of (A) the
             average of the closing prices per share of our
             common stock on the New York Stock Exchange for the
             20 trading days immediately prior to and including
             December 12, 2008, and (B) the average of the
             closing prices per share of AMD common stock on the
             NYSE for the 20 trading days immediately prior to
             the closing date of the transactions contemplated by
             the Master Transaction Agreement which warrants will
             be exercisable after the earlier of (a) public
             ground-breaking of Fab 4X in New York and (b) 24
             months from the date of issuance and will have a 10-
             year term, and (ii) the issuance to an affiliate of
             Mubadala of 35,000,000 shares of AMD common stock
             upon exercise of the warrants; and

    2. To transact other business as may properly come before the
       Special Meeting.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current liabilities of
$2,226,000,000, deferred income taxes of $91,000,000, long-term
debt and capital lease obligations of $4,702,000,000, other long-
term liabilities of $569,000,000, minority interest in
consolidated subsidiaries of $169,000,000, and total stockholders'
deficit of $82,000,000.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings affirmed these ratings on Advanced Micro Devices
Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at
'CCC/RR6' and Rating Outlook at Negative.


ADVANCED MICRO: Compensation Panel OKs Across-the-Board Reductions
------------------------------------------------------------------
On January 16, 2009, the Compensation Committee of the Board of
Directors of Advanced Micro Devices, Inc., approved across-the-
board reductions to annual base salaries, including the annual
base salaries of all named executive officers, effective as of
February 1, 2009.  The reductions and new annual base salaries of
the named executive officers are:

   (i) Dr. Hector de J. Ruiz, the company's executive chairman,
       20% reduction to $899,200;

  (ii) Derrick Meyer, the company's president and chief executive
       officer, 20% reduction to $720,000;

(iii) Robert Rivet, the company's executive vice president,
       chief operations and administrative officer and chief
       financial officer, 15% reduction to $552,500; and

  (iv) Thomas McCoy, the company's executive vice president,
       legal, corporate and public affairs, 15% reduction to
       $462,400.

Because annual bonus targets are a percentage of annual base
salary, the across-the-board reductions, in effect, will also
result in a reduction of fiscal 2009 annual bonus payments, if
any.

Dr. Ruiz and Mr. Meyer each signed amendments to their employment
agreements to effect the reduction.

A full-text copy of the amendment agreement between the company
and Dr. Hector de J. Ruiz is available for free at:

               http://researcharchives.com/t/s?38ad

A full-text copy of the amendment agreement between the company
and Mr. Derrick Meyer is available for free at:

               http://researcharchives.com/t/s?38ae

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current liabilities of
$2,226,000,000, deferred income taxes of $91,000,000, long-term
debt and capital lease obligations of $4,702,000,000, other long-
term liabilities of $569,000,000, minority interest in
consolidated subsidiaries of $169,000,000, and total stockholders'
deficit of $82,000,000.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings affirmed these ratings on Advanced Micro Devices
Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at
'CCC/RR6' and Rating Outlook at Negative.


AGRIPROCESSORS INC: Soglowek Nahariya Bids $40 Mil. for Assets
--------------------------------------------------------------
Dave DeWitte at The Gazette reports that Soglowek Nahariya Ltd.
has presented a $40 million bid for Agriprocessors Inc.'s assets.

According to The Gazette, bankruptcy trustee Joseph Sarachek
sought the U.S. Bankruptcy Court's approval on a sale process
based on the Soglowek Nahariya bid.  Mr. Sarachek said in court
documents, "The trustee believes that the offer is fair and
reasonable.  The offer enables the trustee to proceed with an
auction process, which he submits provides the estate and its
creditors with the best means to maximize the value of the
assets."  Mr. Sarachek is hoping that an auction be set in May,
the report says, citing Dan Childers, the attorney for the
bankruptcy trustee.

Citing Mr. Childers, The Gazette states that Mr. Sarachek was
asking for the Court's permission to operate Agriprocessors for an
additional week, while details for a long-term financing plan are
being worked out with the First Bank Business Capital.

The Gazette relates that at least 12 companies have been
interested in acquiring Agriprocessors.  The report states that if
another company submits a higher bid than that of Solgowek
Nahariya during the auction, Soglowek Nahariya would get receive a
$2 million break-up fee and reimbursement of up to $500,000 from
the bankruptcy estate under an agreement proposed to the Court.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to $500 million
and debts of $50 million to $100 million.


AMERICAN AXLE: At High Risk of Bankruptcy in 2009, KDP Says
-----------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Research
firm KDP Investment Advisors said American Axle Manufacturing
Holdings Inc. is at high risk of filing for bankruptcy in the next
12 months as declining auto production further pressures the
supplier's earnings.  The analyst's report was released Monday,
Bankruptcy Law360 says.

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

To participate by phone:

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

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

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

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

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

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

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

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

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

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


AMERICAN INT'L: Seeks Bids for Fund Management Business
-------------------------------------------------------
American International Group Inc. plans to divest its Fund
Management Business, which operates 15 existing fund programs with
over US$12.4 billion in assets under management and $5.2 billion
in equity capital commitments as of September 30, 2008.

In a statement Monday, AIG said the Fund Management Business is a
global asset advisor headquartered in New York with regional
operations in Europe, Japan, Latin America and Asia and includes
committed equity capital that has been funded or is to be funded
by AIG as a sponsor or co-investor.

Bank of America and Merrill Lynch, GRE's financial advisors, have
begun to solicit interest for the Fund Management Business.

Separately, Bloomberg News reports that according to Reuters, AIG
has received bids from investors including sovereign wealth funds
in Singapore, China and the Middle East for its aircraft leasing
unit, International Lease Finance Corp.

The report relates Reuters' sources said among the initial bidders
for the unit are Singapore's Temasek Holdings Pte, Dubai's
investment arm Istithmar World, the Kuwait Investment Authority
and China Investment Corp.

Private equity firms including Carlyle Group, TPG Capital LP and
Kohlberg Kravis Roberts & Co. are also bidding, the report says
citing Reuters.

While the timing of the auction for the unit, which could be worth
as much as $8 billion, is unclear, the second round of bids could
come in the third week of February, Bloomberg News adds, citing
Reuters.

                           About AIG

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

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

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

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

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

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

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


AMERICAN INT'L: Christian Milton Sentenced to Four Yrs. in Prison
-----------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Christian
Milton, the former vice president of American International Group
Inc.'s reinsurance business, was sentenced to four years of
imprisonment due to his involvement in a scheme that caused AIG
investors massive losses.

Jane Mills and David Voreacos at Bloomberg News relate that the
fraud cost AIG shareholders as much as $597 million.

WSJ quoted Fred Hafetz, the attorney for Mr. Milton, as saying,
"We're disappointed in the sentence but we're confident we will
get the conviction reversed."

WSJ relates that Mr. Milton had faced about 20 years in prison,
under the federal sentencing guidelines.  Bloomberg reports that
Mr. Milton was convicted in February 2008 with four former
executives of General Reinsurance Corp. of using a sham
transaction in 2000 to help AIG boost its balance sheet.
According to WSJ, prosecutors claimed that AIG entered into
fraudulent reinsurance deals with General Re to make it look like
AIG had a bigger cushion against losses, which boosted its stock
price.  The prosecutors, WSJ states, brought the criminal case in
2006.

According to Bloomberg, the Court could have given Mr. Milton a
life sentence, but Mr. Milton asked U.S. District Judge
Christopher Droney for a "minimal" term, citing his good work in
the community.

Citing people familiar with the matter, WSJ relates that the
shorter sentence might be a good sign for Mr. Milton's former boss
at AIG -- Maurice R. Greenberg, AIG's former CEO who is still
being investigated.

WSJ states that Mr. Milton will undergo a two-year supervised
release after prison and pay a $200,000 fine.  Citing sources, WSJ
says that Mr. Milton, in exchange for lower prison terms, will
have less of an incentive to cooperate with the government in a
potential case against Mr. Greenberg.  WSJ relates that the
Securities and Exchange Commission told Mr. Greenberg that he
could face civil-fraud charges for his role in at least two
transactions that occurred during his time at AIG.  Mr. Milton
currently works with Mr. Greenberg at C.V. Starr & Co., an
insurance firm Mr. Greenberg leads.  Prosecutors, WSJ reports,
believed that Mr. Greenberg was a co-conspirator in the fraud.

Judge Droney, according to WSJ, ruled that the government had
presented "sufficient evidence" for a jury to conclude that a
conspiracy to fraudulently boost AIG's financials started with a
phone call by Mr. Greenberg to former General Re CEO Ronald
Ferguson.

Judge Droney, Bloomberg relates, sentenced Mr. Ferguson in
December 2008 to two years in prison and fined him $200,000.  Mr.
Ferguson faced a possible life term, Bloomberg says.  According to
the report, the attorney for Mr. Ferguson said that his client
would file an appeal on the conviction.  The government also said
that it may appeal Mr. Ferguson's sentence, the report states.

Mr. Greenberg is facing a civil-fraud lawsuit by the New York
attorney general's office for his alleged role in three separate
transactions by AIG, including the General Re deal, Bloomberg
reports.

           Unit Launches Specialty Risk Protector

AIG Executive Liability(R), a unit of AIG Commercial Insurance,
announced Specialty Risk ProtectorSM, a modular package of
professional liability and data network security coverages for all
types of businesses with annual revenue over $500 million.

Specialty Risk Protector allows insureds to bundle a number of
coverages into one policy.  The package includes coverage for
specialty errors & omissions; network security and privacy; event
management; crisis fund; network interruption; cyber extortion;
media for publishers and broadcasters; media content; and employed
lawyers' professional liability.

Specialty Risk Protector also responds to evolving customer needs
with a streamlined policy form and the expansive event management
feature, providing coverage for investigative fees, notification
costs and public relations firm fees during a security breach or
privacy event.

"Through concise wording and efficient claims-reporting
provisions, Specialty Risk Protector offers one policy for
multiple coverages, which previously could only be purchased
individually," said Michael Smith, President, AIG Executive
Liability.  "We've simplified how companies can purchase specialty
E&O and data network security, while still offering the ability to
tailor coverage to meet their unique needs."

With limits of up to $25 million per coverage part and up to
$50 million in the aggregate, Specialty Risk Protector allows
customers to add new coverages as their business needs change.

                          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.


AMR CORP: Board Adopts & Approves Amendments to Bylaws
------------------------------------------------------
On January 20, 2009, the Board of Directors of AMR Corporation
adopted and approved amendments to the company's bylaws.  Sections
2, 3 and 4 of Article II were amended to clarify and enhance the
existing advance notice and other provisions, consistent with
their purpose of establishing an orderly and efficient process for
stockholders seeking to take action, submit proposals or nominate
directors, as well as to elicit information relevant to the
Company's and stockholders' evaluation of any proposed action,
proposal or nominations.  Amendments to Sections 1 through 6 of
Article VII modified the indemnification and advance payment of
expenses provisions of the bylaws, including the imposition of
limitations on mandatory indemnification in certain circumstances
as to certain persons.  Other technical changes to other bylaws
provisions were adopted to be consistent with prevalent practices
at other companies.

A full-text copy of AMR Corporation's Amended and Restated Bylaws
dated January 20, 2009, is available for free at:

               http://researcharchives.com/t/s?38aa

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR)
operates with its principal subsidiary, American Airlines Inc. --
http://www.aa.com/-- a worldwide scheduled passenger airline.  At
the end of 2006, American provided scheduled jet service to about
150 destinations throughout North America, the Caribbean, Latin
America, including Brazil, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.  Its wholly owned subsidiary,
AMR Eagle Holding Corp., owns two regional airlines, American
Eagle Airlines Inc. and Executive Airlines Inc., and does business
as "American Eagle."  American Beacon Advisors Inc., a wholly
owned subsidiary of AMR, is responsible for the investment and
oversight of assets of AMR's U.S. employee benefit plans, as well
as AMR's short-term investments.

                           *     *     *

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


ANDREW PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Andrew D Park
        aka Andrew Daeok Park
        19851 Annenberg Drive
        Ashburn, VA 20147

Bankruptcy Case No.: 09-10317

Chapter 11 Petition Date: January 16, 2009

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

Judge: Stephen S. Mitchell

Debtor's Counsel: John L. Lilly, Jr.
                  The Lilly Law Group, PC
                  10195 Main Street, Suite I
                  Fairfax, VA 22031
                  Tel: (571)432-0300
                  Fax: (571)432-0301
                  Email: john@thelillylawgroup.com

Total Assets: $1,326,681

Total Debts: $1,471,452

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

             http://bankrupt.com/misc/veb09-10317.pdf


BAY LIMITED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bay Limited, LLC
        40874 Merchants Ln.
        Leonardtown, MD 20650

Bankruptcy Case No.: 09-10725

Chapter 11 Petition Date: January 15, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mdb09-10725.pdf

The petition was signed by Dina Kulp, president of the company.


BEARINGPOINT INC: Pays $21MM to Settle San Diego Contract Dispute
-----------------------------------------------------------------
BearingPoint, Inc., and the County of San Diego, California
entered into a Settlement Agreement to resolve a dispute between
the company and the County regarding the scope of work encompassed
by a contract to design, develop and implement an integrated
property tax system for the County.  The company and the County
had entered into voluntary, non-binding mediation to resolve the
dispute.

Under the terms of the IPTS Contract, the company's contractual
liability was limited to $31.8 million plus associated legal fees
and costs.  To avoid the expense, disruption and uncertainty of a
continuing dispute, the company and the County entered into the
Settlement Agreement pursuant to which the company paid
$21.0 million to the County; the IPTS Contract is deemed
terminated without cause, without any admission of liability by
either party; and the company and the County released each other
from all liabilities and claims related to the IPTS Contract.
This amount ultimately was paid by drawing down on a letter of
credit previously issued under the company's $500 million senior
secured credit facility, which letter of credit was issued as
collateral for a surety bond provided to the County in support of
the IPTS Contract.  The company's obligation under the Credit
Facility to reimburse the draw down on the letter of credit was
funded through the incurrence of additional indebtedness under the
Credit Facility and will not be paid from the company's current
cash on hand.

The company does not believe that the entry into the Settlement
Agreement will impact the company's ability to obtain new surety
bonds, letters of credit or bank guarantees in support of client
engagements; however, the company expects that the company's
surety providers will continue to require full collateralization,
through cash or letters of credit, of any new surety bonds. If the
company is unable to provide full collateralization or is
otherwise unable to obtain new surety bonds, letters of credit or
bank guarantees, the company's ability to generate new business,
particularly in the State, Local and Education sector of its
Public Services industry group, could be materially and adversely
affected.

At Dec. 31, 2008, the company had $81.9 million remaining
available under the letter of credit facility under its Credit
Facility.

                     About BearingPoint Inc.

Headquartered in McLean, Virginia, BearingPoint, Inc. (NYSE:BE) --
http://www.bearingpoint.com-- is a provider of management and
technology consulting services to Global 2000 companies and
government organizations in more than 60 countries worldwide.  The
company's core services include management consulting, technology
solutions, application services and managed services.  In North
America, BearingPoint delivers consulting services through its
Public Services, Commercial Services and Financial Services
industry groups (North American Industry Groups), which provides
industry-specific knowledge and service offerings.  Outside of
North America, BearingPoint operates in Europe, the Middle East
and Africa (EMEA); the Asia Pacific region, and Latin America
(including Mexico).

As of Sept. 30, 2008, the company had $1.7 billion in total
assets and $2.2 billion in total liabilities, resulting in
$469 million in stockholders' deficit.  The company said cash
balance, which includes restricted cash, was $333.0 million on
Sept. 30, 2008, compared to $431.2 million on Sept. 30, 2007.


BERNARD L. MADOFF: Finra Probes Client Referrals to Firm
--------------------------------------------------------
Aaron Lucchetti at The Wall Street Journal reports that the
Financial Industry Regulatory Authority, or Finra, has sent
letters to an unspecified number of brokerage firms, ordering them
to disclose how many customers they referred to investment
vehicles managed by Bernard L. Madoff Investment Securities LLC.

Finra is a regulatory organization funded by Wall Street
companies.

According to WSJ, investigators are trying to find out whether
fund managers or others who referred clients to Bernard L. Madoff
Investment were given extra incentives like additional commissions
or fees.  The report says that Finra is asking for information
related to the investments made from 2006 to 2008.

          Banco Santander's Exposure to Madoff

Thomas Catan and Christopher Bjork at WSJ report that Banco
Santander SA shareholders have criticized chairperson Emilio Botin
for the company's large exposure to Bernard L. Madoff Investment.

WSJ relates that Banco Santander had direct losses of
EUR17 million due to the Madoff fraud, while its customers had
losses totaling EUR2.33 billion.

According to WSJ, Banco Santander shareholder Ignacio Quiros had
described Mr. Botin as "incompetent" for persuading people to hand
over their life savings to Mr. Madoff.

WSJ states that Mr. Botin had promised to deliver a net profit for
2008 in excess of EUR10 billion, suggesting that the bank would
meet that target.  According to the report says that such results
could increase pressure on Banco Santander to compensate clients
for losses due to the Madoff fraud.  Many of the Madoff victims
were small investors who had invested through Banco Santander's
branch network, the report says, citing the lawyers representing
investors.

WSJ quoted Luis Bericat, Esq., at Cremades & Calvo-Sotelo, which
is representing dozens of Banco Santander clients who lost money
due to the Madoff fraud, as saying, "Many clients have lost all
their money on this financial scandal, money they had earlier
deposited with the bank that they trusted."

                    About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Trustee Collects $91.8 Million From Firm
-----------------------------------------------------------
Kara Scannell at The Wall Street Journal reports that Securities
Investor Protection Corp. President Stephen P. Harbeck told the
Senate that Irving Picard, the court-appointed trustee for Bernard
L. Madoff Investment Securities LLC, has collected roughly
$91.8 million of the $830 million in liquid assets found at the
company.

Bernard L. Madoff Investment owed clients about $600 million of
stock that it didn't have on hand, and the SIPC is discussing with
the SEC on how to treat customers' claims, WSJ relates, citing Mr.
Harbeck.  According to the report, Mr. Harbeck said that Mr.
Picard could start satisfying "simple, straightforward claims as
early as February."

WSJ states that lawmakers were frustrated at the regulators'
explanations for failing to catch Bernard L. Madoff's alleged
fraud.

The SEC reports that it discovered in 2006 that Mr. Madoff misled
the agency on the number of investors he was managing and the
nature of the strategy he used, among other problems.  Mr. Madoff,
according to the SEC, voluntarily testified.  WSJ relates that the
SEC required Mr. Madoff to register Bernard L. Madoff Investment
as an investment-advisory business but didn't pursue the case
further.

According to WSJ, the SEC's enforcement division chief Linda
Thomsen said during a hearing at the Senate Banking Committee on
Tuesday that federal prosecutors may pursue charges against Mr.
Madoff over what they believe were his lies to SEC officials
during past examinations.  The report quoted Ms. Thomsen as
saying, "We want to be sure to preserve the integrity of any
criminal investigation.  Some of the conduct in the prior
investigation may itself have amounted to crimes," such as
"violations of perjury" laws.

Several false statements fell "within the scope of federal law,"
WSJ reports, citing Columbia Law Professor John Coffee.

Citing the Financial Industry Regulatory Authority's interim CEO
Stephen Luparello, WSJ states that the brokerage industry's self-
regulatory body didn't know that Bernard L. Madoff Investment was
managing money for investors.  According to the report, Mr.
Luparello said that Bernard L. Madoff Investment "always
represented itself to us as a wholesale market-making firm.  We
were never recipients of red flags that led us to have skepticism
about that."

WSJ relates that the SEC officials said that the agency should
address weaknesses in the rules that allowed Mr. Madoff to operate
without much skepticism, singling out a rule that lets an
investment adviser keep money and securities at an affiliated
brokerage firm or entity, instead of a wholly independent body
that would protect the assets.

                   About Bernard L. Madoff

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

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

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

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


BEYOND THE BAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Beyond The Bay, LLC
        105 Centennial St., Ste. A
        La Plata, MD 20646

Bankruptcy Case No.: 09-10724

Chapter 11 Petition Date: January 15, 2009

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

Judge: Thomas J. Catliota

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mdb09-10724.pdf

The petition was signed by Dina Kulp, President of the company.


BLYTH INC: Moody's Changes Outlook to Negative; Holds 'Ba3' Rating
------------------------------------------------------------------
Moody's Investors Service revised Blyth, Inc.'s ratings outlook to
negative from stable, but affirmed the company's Ba3 corporate
family rating.  Moody's also downgraded the rating of Blyth's
senior unsecured notes due 2009 and 2013 to B1 from Ba3.

"The outlook revision reflects Moody's concern over continued
material sales declines within the PartyLite U.S. business due to
a deteriorating consultant count, lower consultant productivity,
weak discretionary spending and increased competition from other
direct sellers," says Moody's Vice President Janice Hofferber.
The previously held stable outlook had reflected Moody's
expectation that the PartyLite U.S. business would have shown
greater signs of stabilization since the last rating action in
July 2006.  While the company's other direct selling networks in
Europe and Canada have continued to perform relatively well, the
global recession may also pressure near-term operating results in
these markets.  The negative outlook also reflects Moody's concern
that the poor housing market and weak U.S. economy will further
pressure the sales of the company's home d‚cor and giftware within
its other channels of distribution including wholesale and
catalog/internet.

Notwithstanding these risks, Blyth's credit rating are supported
by the company's moderate leverage and sizable cash and investment
balances (held predominantly offshore).  The company's liquidity
profile however, is constrained by its lack of a committed bank
facility as well as the need to fund a the near-term debt maturity
of the senior unsecured notes of approximately $37.1 million in
October 2009.  Despite the expected deterioration in the company's
cash flow from operations, Moody's expects Blyth to have
sufficient liquidity to repay this debt maturity as well as to
fund peak levels of seasonal working capital.  The downgrade of
the company's senior unsecured notes to B1 reflects the
adjustments to the company's priority ranking to reflect the lack
of operating company guarantees.

These ratings were downgraded:

  - $37.1 million senior unsecured notes due 2009 to B1 (LGD5,
    75%) from Ba3 (LGD4, 55%)

  - $99.8 million senior unsecured notes due 2013 to B1 (LGD5,
    75%) from Ba3 (LGD4, 55%)

These ratings were affirmed:

  - Corporate family rating at Ba3
  - Probability of default rating at Ba3

The outlook is negative.

The last rating action regarding Blyth was on July 28, 2006 when
Moody's lowered the corporate family outlook to Ba3 from Ba2 and
revised the outlook to stable.

Headquartered in Greenwich, Connecticut, Blyth, Inc. designs,
manufactures and markets a line of candles and home fragrance
products, tabletop heating products, candle accessories and home
decor and giftware products under brand names such as PartyLite,
Miles Kimball, and Sterno.  The company's three segments, direct
selling, catalog & internet, and wholesale account for
$700 million, $200 million, and $200 million of annualized
revenues, respectively.


BRICK OVEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brick Oven Properties, LLC
        40874 Merchants Ln.
        Leonardtown, MD 20650

Bankruptcy Case No.: 09-10730

Chapter 11 Petition Date: January 15, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
St. Mary's County                                  2,877.00
PO Box 642
Leonardstown, MD 20650

The petition was signed by Dina Kulp, president of the company.


BUILDING LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Building, LLC
        1813-1815 Adams Mill Road, NW
        Washington, DC 20009

Bankruptcy Case No.: 09-00046

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       District of Columbia (Washington D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins
                  The Law Office of Richard H. Gins LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, MD 20814
                  Tel: 301-718-1078
                  Fax: 301-718-8659
                  Email: Richard@ginslaw.com

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

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

The petition was signed by Darrell Green, managing member of the
company.

A list of the Debtor's largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/cb09-00046.pdf


CABLEVISION SYSTEMS: Receives Cease-and-Desist Order From SEC
-------------------------------------------------------------
On January 22, 2009, the Securities and Exchange Commission said
it entered a Cease-and Desist Order against Cablevision Systems
Corporation with respect to the previously disclosed SEC
investigations concerning improper expense accruals, primarily at
the national programming services of the company's Rainbow Media
segment, and the improper recognition of launch and marketing
support payments under affiliation agreements.  The Order directs
the company to cease and desist from further violations of the
reporting provisions and the books and records and internal
accounting controls requirements of the Securities Exchange Act of
1934.  The company consented to the entry of the Order without
admitting or denying any of the factual findings in the Order.  In
2004, the company completed the restatement of its financial
statements for the period 1999 through 2003 with respect to the
matters covered by the Order.  There will be no further accounting
charge associated with the entry of the Order.

The accounting issues were discovered by the company and reported
by the company to the SEC.  The company subsequently implemented a
number of remedial actions and fully cooperated with the SEC
investigation.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At September 30, 2008, the company's consolidated balance sheet
showed $9.7 billion in total assets and $14.6 billion in total
liabilities, resulting in a $4.9 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on based Cablevision
Systems Corp., a major cable operator in the New York City
metropolitan area, and its subsidiaries.  The outlook is negative.

On June 2, 2008, the TCR reported that Moody's Investors Service
assigned a B1 rating to the proposed new $500 million of senior
unsecured debt to be issued by Cablevision Systems Corporation's
subsidiary CSC Holdings, Inc.  Existing ratings for the company
and CSC were also affirmed.  The rating outlook remains stable.


CABLEVISION SYSTEMS: Openheimer Owns 5.83%; EVP Gets Stock Options
------------------------------------------------------------------
OppenheimerFunds, Inc., disclosed in a regulatory filing that it
may be deemed to beneficially own 13,638,281 shares of Cablevision
Systems Corporation, NY Group's Class A Common Stock, representing
5.83% of the total shares outstanding.

In a separate regulatory filing, Gregg G. Seibert, Executive Vice
President of Cablevision Systems Corporation, disclosed he was
granted options under the company's Employee Stock Plan on
January 20, 2009.  The options represent a right to buy shares of
Cablevision NY Group Class A Common Stock.

   Exercise   No. of Derivative     Date          Expiration
   Price      Securities Acquired   Exercisable   Date
   --------   -------------------   -----------   ----------
    $21.74          100,000         1/20/2012     1/20/2019
    $27.17          100,000         1/20/2013     1/20/2019
    $32.62          100,000         1/20/2014     1/20/2019

                 About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At September 30, 2008, the company's consolidated balance sheet
showed $9.7 billion in total assets and $14.6 billion in total
liabilities, resulting in a $4.9 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on based Cablevision
Systems Corp., a major cable operator in the New York City
metropolitan area, and its subsidiaries.  The outlook is negative.

On June 2, 2008, the TCR reported that Moody's Investors Service
assigned a B1 rating to the proposed new $500 million of senior
unsecured debt to be issued by Cablevision Systems Corporation's
subsidiary CSC Holdings, Inc.  Existing ratings for the company
and CSC were also affirmed.  The rating outlook remains stable.


CHAMPIONS FOR CHANGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Champions for Change, Inc.
        20080 Governor's Drive
        Olympia Fields, IL 60461

Bankruptcy Case No.: 09-00852

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Paul M. Bach, Esq.
                  Law Offices of Paul M. Bach
                  1955 Shermer Road, Suite 150
                  Northbrook, IL 60062
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  Email: paul@bachoffices.com

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

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

The petition was signed by Dr. Samuel E. Hinkle III, president of
the company.

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

              http://bankrupt.com/misc/inb09-00852.pdf


CAROLINA CLEARING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carolina Clearing & Grading, Inc.
        7150 Bryhawke Cir
        North Charleston, SC 29418
        Tel: (843) 552-0037

Bankruptcy Case No.: 09-00323

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Company Description: The debtor is a paving contractor.

Debtor's Counsel: Kevin Campbell
                  890 Jonnie Dodds Blvd.
                  Mt. Pleasant, SC 29465
                  Tel: (843) 884-6874
                  Email: kcampbell@campbell-law-firm.com

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

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

The petition was signed by Jeremy M. Sanders, president of the
company.

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

             http://bankrupt.com/misc/scb09-00323.pdf


CASELLA WASTE: S&P Downgrades Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Rutland, Vermont-based Casella Waste
Systems Inc. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, Standard & Poor's lowered the ratings on the
company's $195 million senior subordinated notes to 'B-' from 'B'
(two notches below the corporate credit rating) and maintained a
recovery rating of '6', indicating the expectation for negligible
(0%-10%) recovery in a payment default scenario.  S&P also
assigned a 'B-' subordinated debt rating to Casella's $250 million
'S-3' shelf registration.  Casella is expected to use any proceeds
raised under the shelf registration to fund a refinancing or for
other general corporate purposes.  Subordinated debt sold under
the shelf would be rated two notches lower than the corporate
credit rating, to reflect the noteholders' negligible recovery
prospects after considering the priority claims of the $350
million senior secured revolving credit facility and $175 million
senior secured term loan lenders.

"The downgrade reflects Casella's weaker-than-expected progress
toward improving the financial profile because of difficult market
conditions and substantial debt maturities in the next couple
years," said Standard & Poor's credit analyst Ket Gondha.

"While S&P believes Casella will take timely steps to extend its
credit facilities, difficult credit market conditions will likely
result in a refinancing on less-favorable terms, including higher
credit spreads," he continued.

The outlook is stable.  For 2009, S&P expects the weak economic
environment, a steep downturn in commodities prices, and increased
interest expenses post-refinancing to offset recently implemented
operating efficiencies, price increases, and reduced capital
expenditures.  Earnings and cash flow generation should remain
relatively flat in the near term, with no major improvements in
debt levels.  S&P could lower the rating or revise the outlook to
negative if Casella cannot obtain a refinancing of its credit
facility in a timely manner, or if credit measures deteriorate
from current levels because of a weaker-than-expected downturn in
earnings.  Alternatively, S&P could revise the outlook to positive
or consider an upgrade if a well-priced and timely refinancing, an
improved earnings outlook, and a significant reduction in debt
substantially improves the company's financial profile.


CHECKER MOTORS: U.S. Trustee Forms Four-Member Creditor Committee
-----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9,
appointed four creditors to serve on an official committee of
unsecured creditors for Checker Motors Corporation.

The members of the committee are:

  1) Greg Goodrich
     Middleville Tool & Die Co., Inc.
     1900 Patterson Road
     Middleville, MI 49333
     Tel: (269) 795-3646 ext. 211
     Fax: (269) 795-7460

  2) Jack Shimko
     Advance Security d/b/a Security Associates
     123 Wealthy Street SE
     Grand Rapids, MI 49503
     Tel: (616) 774-4011
     Fax: (616) 774-4077

  3) Patricia Callahan
     Advance Packaging Corporation
     4459 40th Street SE
     PO Box 888311
     Grand Rapids, MI 49588
     Tel: (616) 954-7382
     Fax: (616) 954-7372

  4) Gary Wyn
     Rapid Control Service
     2479 28th Street SW
     Grand Rapids, MI 49519
     Tel: (616) 538-1111
     Fax: (616) 538-6847

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 Checker Motors

Headquartered in Kalamazoo, Michigan, Checker Motors Corporation
was established by Morris Markin in 1922 through a merger of
Commonwealth Motors and Markin Automobile Body.  The Debtor, once
the manufacturer of the famed Checker automobile (the iconic
American taxi cab), is a Kalamazoo, Michigan-based automotive
parts supplier that makes metal stampings and welded assemblies
for various car and truck lines.  The company filed for Chapter 11
protection on January 16, 2009 (Bankr. W.D. Mich. Case No.
09-00358).   Christopher A. Grosman, Esq., at Carson Fischer,
P.L.C., represents the Debtor in its restructuring efforts.  The
Debtor proposed Plante & Moran as financial advisor; Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent;
and McCarthy Smith Law Group as special counsel.  When the Debtor
filed for protection from their creditors, it listed
$24.5 million in assets and $21.8 million in debts as of Nov. 30,
2008.


CHENICE INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Chenice International
        7121 Telegraph Rd.
        Los Angeles, CA 90640
        Tel: (323)728-1014
        Fax: (323)728-1102

Bankruptcy Case No.: 09-10787

Chapter 11 Petition Date: January 14, 2009

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

Judge: Alan M. Ahart

Company Description: The Debtor is engaged in manufacturing
                     organic haircare products that use liposome
                     technology.
                     See: http://www.chenice.com

Debtor's Counsel: Allen P. Thomas, Esq.
                  7121 Telegraph Rd.
                  Montebello, CA 90640
                  Tel: (323) 728-1014

Total Assets: $2,061,618

Total Debts: $2,077,400

The petition was signed by Cesar Lopez, VP and general manager of
the company.

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

             http://bankrupt.com/misc/ccb09-10787.pdf


CHESAPEAKE CORP: Court Delays Sale Until April 3
------------------------------------------------
Graphic Arts Online reports that the Hon. Douglas Tice of the U.S.
Bankruptcy Court for the Eastern District of Virginia has
postponed the sale of Chesapeake Corp. until April 3.

According to Graphic Arts Online, the Court had approved a request
for a court-supervised auction on March 19.  The report says that
the sale hearing was set for March 23, while the closing date for
the sale was scheduled on April 3.

Graphic Arts Online relates that Chesapeake planned to sell its
units for $485 million to Irving Place Capital Management LP and
Oaktree Capital Management LP, but unsecured creditors opposed the
proposal.  The creditors, according to the report, said that the
process was being rushed and that Chesapeake hadn't allocated
enough time to find potential buyers.

Chesapeake, says Graphic Arts Online, wanted the deadline for bids
set for Feb. 20, with the closing of the sale scheduled in March.
The report states that the sale will proceed if Chesapeake doesn't
receive a higher bid during the court-supervised auction.

                    About Chesapeake Corp.

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

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

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


CHESAPEAKE CORP: To Start Public Offering of $500MM of Sr. Notes
----------------------------------------------------------------
Chesapeake Energy Corporation will commence a public offering of
$500 million of senior notes due 2015.  Chesapeake Energy intends
to use the net proceeds from the offering to repay outstanding
indebtedness under its revolving bank credit facility, which it
anticipates reborrowing from time to time to fund drilling and
leasehold acquisition initiatives and for general corporate
purposes.

The senior notes are being offered pursuant to a shelf
registration statement filed today with the U.S. Securities and
Exchange Commission.  Chesapeake Energy intends to list the notes
on the New York Stock Exchange after issuance.

Deutsche Bank Securities, Banc of America Securities LLC, Credit
Suisse, Goldman, Sachs & Co., Morgan Stanley, and Wachovia
Securities will act as joint book-running managers for the senior
notes offering.  Copies of the preliminary prospectus supplement
relating to the offering may be obtained from the offices of
Deutsche Bank Securities by writing to:

     Deutsche Bank Securities Prospectus Department
     100 Plaza One, Second Floor
     Jersey City, NJ 07311
     Tel: 1-800-503-4611

An electronic copy of the preliminary prospectus supplement will
be available on the website of the Securities and Exchange
Commission at http://www.sec.gov

John Kell and Ben Casselman at The Wall Street Journal report that
analysts see the issuance as an effort to reduce Chesapeake
Energy's dependence on suddenly shaky bank financing.  Chesapeake
Energy said in a press release that it was borrowing the money to
pay off some of its bank debt.  WSJ states that Chesapeake Energy,
to ensure that it would have access to the cash, withdrew its
entire $3.5 billion bank line of credit when credit markets froze
up in October 2008.

WSJ relates that Chesapeake's bank debt is secured by the value of
its undrilled gas reserves, which has declined along with the
price of natural gas.

               Operational and Financial Update

Chesapeake Energy provided an operational and financial update in
which it reported daily production for the 2008 fourth quarter
averaged 2.32 billion cubic feet of natural gas equivalent (bcfe),
flat compared to the 2.32 bcfe produced per day in the 2008 third
quarter and an increase of 97 million cubic feet of natural gas
equivalent (mmcfe), or 4%, over the 2.22 bcfe produced per day in
the 2007 fourth quarter.  Adjusted for the company's year-end 2007
2008 second quarter and 2008 third quarter VPP property sales of
55, 47 and 47 mmcfe per day, respectively, and the company's sale
of Woodford Shale and Fayetteville Shale properties producing 47
and 45 mmcfe per day, respectively, Chesapeake Energy's sequential
and year-over-year production growth rates were 2% and 14%,
respectively.  In addition, voluntary production cutbacks due to
low wellhead natural gas prices totaled approximately 65 mmcfe per
day during the 2008 fourth quarter.

Chesapeake Energy's average daily production for the 2008 fourth
quarter consisted of 2.13 billion cubic feet of natural gas (bcf)
and 30,956 barrels of oil and natural gas liquids (bbls).  The
company's 2008 fourth quarter production of 213 bcfe was comprised
of 196 bcf (92% on a natural gas equivalent basis) and 2.848
million barrels of oil and natural gas liquids (mmbbls) (8% on a
natural gas equivalent basis).

Chesapeake's daily production for the full year 2008 averaged 2.30
bcfe, an increase of 346 mmcfe, or 18%, over the 1.96 bcfe of
daily production for the full year 2007.  Chesapeake Energy's full
year 2008 production of 843 bcfe was comprised of 775 bcf (92% on
a natural gas equivalent basis) and 11.220 mmbbls (8% on a natural
gas equivalent basis).  The company's growth rate for its full
year 2008 natural gas production was 18% and its growth rate for
full year 2008 oil production was 14%.  The full year 2008 was
Chesapeake Energy's 19th consecutive year of sequential production
growth.

Chesapeake Energy reported a preliminary estimate of year-end 2008
proved reserves of approximately 12.1 trillion cubic feet of
natural gas equivalent (tcfe), an increase of approximately
1.2 tcfe, or 11%, over its year-end 2007 estimated proved reserves
of 10.9 tcfe.  During 2008, Chesapeake Energy sold approximately
740 bcfe of proved reserves and replaced 843 bcfe of production
with approximately 2.8 tcfe of net new proved reserves for a net
proved reserve replacement rate after sales and production of
approximately 239%.

Based on lower commodity prices at Dec. 31, 2008, Chesapeake
Energy anticipates reporting an after-tax, non-cash impairment
charge to natural gas and oil properties of approximately
$1.7 billion for the 2008 fourth quarter.  The company's proved
reserves at Dec. 31, 2008, were estimated using field differential
adjusted prices of $5.12 per thousand cubic feet of natural gas
(mcf) (based on a NYMEX year-end price of $5.71 per mcf) and
$41.60 per bbl (based on a NYMEX year-end price of $44.61 per
bbl).  The company accounts for natural gas and oil properties
using the full cost method of accounting, which limits the amount
of costs the company can capitalize and requires the company to
incur a ceiling test impairment charge if the carrying value of
natural gas and oil assets in the evaluated portion of the
company's full cost pool exceeds the sum of the present value of
expected future cash flows of proved reserves using a 10% pre-tax
discount rate based on constant pricing and cost assumptions and
the present value of certain natural gas and oil hedges.

Additionally, Chesapeake Energy anticipates reporting an after-
tax, non-cash impairment charge to certain investments and other
fixed assets of approximately $0.1 billion for the 2008 fourth
quarter to reflect lower asset valuation estimates at Dec. 31,
2008.  The company will disclose final impairment charges when it
reports its 2008 fourth quarter and full year financial and
operational results on Feb. 17, 2009.

The company continues to experience attractive drilling results in
the Haynesville Shale play in Northwest Louisiana and East Texas.
The company's last seven horizontal wells have had gross initial
production or test rates averaging approximately 16 mmcfe per day
and its two most recent wells, which are currently waiting on
pipeline connection, tested in excess of 22 mmcfe per day.
Chesapeake Energy is currently operating 20 rigs in the play and
anticipates operating an average of approximately 25 rigs in the
play during 2009.

To provide further downside price protection from a weak natural
gas market, Chesapeake Energy has modified its hedging position
since its previous update on Dec. 7, 2008.  Depending on changes
in natural gas and oil futures markets and management's view of
underlying natural gas and oil supply and demand trends,
Chesapeake Energy may either increase or decrease its hedging
positions at any time in the future without notice.

Certain open natural gas swap positions include knockout swaps
with knockout provisions at prices ranging from $5.90 to $6.50 per
mcf covering 13 bcf in 2009 and from $5.45 to $6.75 per mcf
covering 241 bcf in 2010.  Certain open natural gas collar
positions include three-way collars that include written put
options with strike prices ranging from $5.00 to $6.00 per mcf
covering 101 bcf in 2009 and at $6.00 per mcf covering 4 bcf in
2010.  Also, certain open oil swap positions include cap-swaps and
knockout swaps with provisions limiting the counterparty's
exposure below prices ranging from $50 to $60 per bbl covering
6 mmbbls in 2009 and below $60 per bbl covering 5 mmbbls in 2010.
As of Jan. 23, 2009, Chesapeake Energy's natural gas and oil
hedging positions with a diversified group of 16 different
counterparties had a positive mark-to-market value of
approximately $1.7 billion.

Aubrey K. McClendon, Chesapeake Energy's CEO, commented, "We are
pleased to report solid proved reserve and production growth for
2008 even after selling approximately 740 bcfe of proved reserves
and 240 mmcfe per day of production in various asset monetization
transactions since year-end 2007.  We look forward to delivering
further growth in 2009, as we continue to experience strong
results in all of our 'Big 4' shale plays -- the Barnett,
Haynesville, Fayetteville and Marcellus.  In addition, we have
added further downside protection to our attractive natural gas
and oil hedging positions and ended 2008 with approximately
$1.75 billion in cash and cash equivalents on hand.  We will
continue to carefully manage our corporate liquidity and capital
spending levels to protect value and safely navigate the current
challenging economic environment."

                About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services affirmed its rating on
Chesapeake Energy Corp., including the 'BB' corporate credit
rating, and removed the ratings from CreditWatch, where they had
been placed with positive implications on July 9, 2008.  The
outlook is stable. As of Sept. 30, 2008, Oklahoma City-based
Chesapeake had $14 billion in debt.

As disclosed in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service assigned Ba3 (LGD 4; 62%) ratings to
Chesapeake Energy's pending $800 million offering of ten year
senior unsecured notes and $1 billion or more offering of thirty-
year contingent convertible senior notes.  Moody's also moved the
rating outlook up to stable from negative.  Moody's also affirmed
CHK's Ba2 corporate family, Baa3 hedge facility, Ba2 probability
of default, SGL-3 liquidity ratings, and existing Ba3 note ratings
but changed the LGD statistics from LGD 4; 61% to LGD 4; 62%.

As reported in the Troubled Company Reporter on Oct. 27, 2008,
Fitch Ratings affirmed Chesapeake Energy Corporation's issuer
default rating at 'BB' following the company's recently announced
updated financial position and plans to cut capital expenditures.
The rating outlook remains negative.


CIMAREX ENERGY: S&P Affirms 'BB' Rating; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


CITIGROUP INC: Appoints Three New Officers in Its Divisions
-----------------------------------------------------------
Kevin Kingsbury at The Wall Street Journal reports that Citigroup
Inc. has appointed John Havens, Mike Corbat, and Steve Freiberg to
lead its divisions, as the company proceeds with splitting its
operations into two segments focused on banking and other
financial services.

WSJ relates that Mr. Havens will supervise global institutional
bank Citicorp, which will include the investment-banking
operations.  The report states that Mr. Havens is Citigroup CEO
Vikram Pandit's confidant of Citigroup Chief Executive Vikram
Pandit.  The report says that current leaders of Citigroup's
regional consumer- and commercial-banking businesses will remain.

Mr. Corbat, WSJ states, will lead Citi Holdings as interim CEO.
He will also supervise the brokerage and asset-management
operations, WSJ reports.

According to WSJ, Mr. Freiberg will lead the consumer business in
Citi Holdings, which will include mortgage servicing and private-
label credit cards.  Mr. Freiberg, WSJ says, had been leading
Citigroup's credit-card operations.

WSJ reports that the federal government agreed to insure about
$301 billion of Citigroup assets against unlimited future losses,
in exchange for a payment of a sum of assets that amounted to an
insurance premium.  Citigroup said on Tuesday the "pool" is
dominated by $191.6 billion in outstanding consumer loans,
including $98.9 billion in first mortgages and $55.2 billion in
second mortgages, WSJ relates.

                       About Citigroup

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

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


CJ III: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: CJ III, LLC
        111 W. Washington, Ste. 823
        Chicago, IL 60602

Bankruptcy Case No.: 09-00983

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Konstantine T. Sparagis, Esq.
                  Law Offices of Konstantine Sparagis P.C.
                  8 S. Michigan Ave., 27th Fl.
                  Chicago, IL 60603
                  Tel: (312) 753-6956
                  Fax: (866) 333-1840
                  Email: gsparagi@yahoo.com

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

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

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

The petition was signed by Christos Georges, Member of the
company.


CLAYTON WILLIAMS: S&P Affirms 'B' Rating; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


COKE STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Coke Steel Erectors, Inc.
        2929 E. Jones
        Phoenix, AZ 85040

Bankruptcy Case No.: 09-00699

Chapter 11 Petition Date: January 15, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16TH ST., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

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

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/azb09-00699.pdf

The petition was signed by Douglas R. Coke, President of the
company.


COMBINATION SECURITIES: Moody's Corrects Ratings on Two Classes
---------------------------------------------------------------
Correction to ratings on Class C-2 MF-II Combination Securities
and Class C-3 MAC Combination Securities, correct ratings as
stated below.  Revised Release Follows.

Moody's Investors Service announced that it has assigned these
ratings to Notes and Combination Securities issued by MAC Capital,
Ltd.:

(1) Aaa to the U.S. $9,000,000 Class X Notes Due July 2013;

(2) Aaa to the U.S. $203,000,000 Class A-1L Floating Rate Notes
    Due July 2023;

(3) Aaa to the U.S.$75,000,000 (or the US$ Equivalent thereof in
    Euro, Sterling and/or Australian Dollars) Class A-1LV Floating
    Rate Revolving Notes Due July 2023;

(4) Aa2 to the U.S. $49,000,000 Class A-2L Floating Rate Notes Due
    July 2023;

(5) A2 to the U.S. $35,000,000 Class A-3L Floating Rate Notes Due
    July 2023;

(6) Baa2 to the U.S. $16,600,000 Class B-1F Fixed Rate Notes Due
    July 2023;

(7) Baa2 to the U.S. $4,400,000 Class B-1L Floating Rate Notes Due
    July 2023;

(8) Ba2 to the U.S. $5,000,000 Class B-2F Fixed Rate Notes Due
    July 2023;

(9) Ba2 to the U.S. $14,000,000 Class B-2L Floating Rate Notes Due
    July 2023;

(10) Baa3 to the U.S. $27,700,000 Class C-1 MAC Combination
    Securities Due July 2023;

(11) Baa3 to the U.S. $4,000,000 Class C-2 MF-II Combination
    Securities Due July 2023; and

(12) Ba3 to the U.S. $12,500,000 Class C-3 MAC Combination
    Securities Due July 2023.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's ratings of the Class
C-1 MAC Combination Securities, Class C-2 MF-II Combination
Securities and Class C-3 MAC Combination Securities address only
the ultimate receipt of the "Rated Balance."

TCW Advisors, Inc. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


COMMERCIAL VEHICLE: Moody's Downgrades Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's downgraded Commercial Vehicle Group's corporate family
rating to B3 from B1 and the senior unsecured note rating to Caa1
(LGD 4; 63%) from B2 (LGD 4; 65%) while affirming the speculative
grade liquidity rating of SGL-4.  The rating outlook is negative.

The downgrade reflects Moody's concerns that the length and
severity of the downturn in the commercial vehicle industry will
likely result in significantly weaker than expected credit metrics
for CVGI. Industry estimates for North American class 8 vehicle
production in 2009 have fallen precipitously and continue to
decline.  In Moody's opinion, adjusted debt / EBITDA could rise to
well above 6 times during 2009 and the company could experience
moderate cash consumption.  Given limited visibility on industry
recovery and the company's comparatively smaller scale, this
financial profile in addition to a tight liquidity profile, in
Moody's opinion, is more reflective of a B3 corporate family
rating.

The speculative grade liquidity of SGL-4 designates Moody's
expectation of weak liquidity over the next twelve months.
Moody's expects that funds from operations could be insufficient
to fund working capital and capital expenditures over the next
twelve months.  Consequently, Moody's expects that CVGI will
continue to rely heavily on its new $47.5 million asset-based
revolving credit facility to fund ongoing operations.  At January
7, 2009, availability under the facility was constrained by $26.8
million of borrowings, approximately $2.0 million of letters of
credit, and a $7.5 million availability block provision.  While
Moody's acknowledges the company's success in attaining a new
credit facility under tight market conditions, excluding the
impact of financial covenants (which it would likely have breached
under the old agreement), the company has less availability under
this facility than its prior $50 million commitment (reduced from
$100 million through a series of covenant-related amendments
during 2008).  Moreover, Moody's believes that access to the
facility over the next twelve months could be constrained by non-
compliance with financial maintenance covenants.

The negative outlook reflects concerns about the worsening
industry environment and the company's weak liquidity position.
The outlook considers the potential for additional downward rating
pressure without a meaningful recovery in the company's end
markets during the second half of 2009. Moody's also could
consider a negative rating action if liquidity were to deteriorate
further.

The ratings actions were:

  -- Corporate Family Rating lowered to B3 from B1

  -- Probability of Default Rating lowered to B3 from B1

  -- Senior unsecured note rating lowered to Caa1 (LGD 4; 63%)
     from B2 (LGD 4; 65%)

  -- Speculative Grade Liquidity Rating (SGL) affirmed at SGL-4

The last rating action was on October 30, 2008 when the B1
corporate family rating placed under review for possible
downgrade.

Commercial Vehicle Group, Inc. is a provider of customized
products for the commercial vehicle market.  The company had
revenues of approximately $778 million for the twelve month period
ended September 30, 2008.


CRC HEALTH: S&P Affirms 'CCC+' Subordinated Debt Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
CRC Health Corp. to negative from stable.  At the same time, S&P
affirmed the ratings on the company, including the 'B' corporate
credit, the 'BB-' senior secured, and the 'CCC+' subordinated debt
ratings.

"The outlook revision reflects recently disappointing financial
results that were influenced by the current weak economic
conditions," said Standard & Poor's credit analyst David P.
Peknay.  Specifically, an extended economic downturn may prevent
the company from achieving a financial risk profile consistent
with the rating, and its tightening bank covenants may hurt
liquidity.  "Moreover," he added, "a large impairment charge
related to goodwill allocated to its youth division may signify a
lower expected level of success of that division."


DAYTON SUPERIOR: S&P Downgrades Corporate Credit Rating to 'CCC'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Dayton Superior Corp.  S&P lowered the corporate credit rating to
'CCC' from 'CCC+' and removed all ratings from CreditWatch, where
they were placed with negative implications on Aug. 14, 2008.  The
outlook is negative.

In addition, S&P lowered the rating on the company's senior
secured notes to 'CCC' from 'B' and revised the recovery rating on
the notes to '3' from '1'.  The '3' recovery rating indicates
expectations for meaningful (50%-70%) recovery of principal in the
event of a payment default.

"The downgrade reflects increased near-term refinancing risk and
the ability of Dayton to continue as a 'going concern'," said
Standard & Poor's credit analyst Michael Scerbo, "following the
company's extension of its private exchange offer for its 13%
senior subordinated notes due 2009 and concurrent solicitation."
Dayton extended the expiration date to Feb. 13, 2009.  As of
Jan. 7, 2009, about $9.5 million in aggregate principal amount of
the notes had been tendered, a significant reduction from about
$63.7 million of notes that had been tendered as of Oct. 22, 2008.
The lower ratings also reflect the company's announcement that it
has retained Morgan Stanley & Co. Inc. to advise it on options to
refinance or otherwise restructure the company's outstanding
indebtedness.  "If the company does not repay, refinance, or
extend the maturity of its existing 13% notes, its $100 million
term loan and revolving credit facility will mature in March
2009," added Mr. Scerbo.


DBSI INC: Three Units' Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: DBSI Inc.
        1550 S. Tech Lane
        Meridian, ID 83642

Bankruptcy Case No.: 08-12687

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 26, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Brookhollow One LLC                       09-10262
DBSI Brookhollow One LLC                           09-10263
DBSI Lone Peak Parkway LLC                         09-10264

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 9, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Broadway Plaza LLC                        09-10080
Florissant Market Place Acquisition LLC            09-10081

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 7, 2008:

        Entity                                     Case No.
        ------                                     --------
Belton Town Center Acquisition LLC                 09-10034
DBSI Broadway Plaza LeaseCo LLC                    09-10035
DBSI Collins Offices LLC                           09-10036
DBSI Development Services LLC                      09-10037
DBSI-Renaissance Flowood LLC                       09-10038
DBSI Land Development LLC                          09-10039
DBSI Lexington LLC                                 09-10040
DBSI Meridian 184 LLC                              09-10041
DBSI One Hernando Center North LLC                 09-10042
DBSI Republic LeaseCo LLC                          09-10043
South Cavanaugh LLC                                09-10044
DBSI 121/Alma Land L.P.                            09-10045
DBSI 121/Alma LLC                                  09-10046

Debtor-affiliates that filed separate Chapter 11 petitions on
Nov. 10, 2008:

        Entity                                     Case No.
        ------                                     --------
DBSI South 75 Center LeaseCo LLC                   08-12688
DBSI 14001 Weston Parkway LeaseCo LLC              08-12689
DBSI CP Ironwood LeaseCo LLC                       08-12690
DBSI Lake Ellenor LeaseCo LLC                      08-12691
DBSI 12 South Place LeaseCo LLC                    08-12692
DBSI 13000 Weston Parkway LeaseCo LLC              08-12693
DBSI 2001A Funding Corporation                     08-12694
DBSI 2001B Funding Corporation                     08-12695
DBSI 2001C Funding Corporation                     08-12696
DBSI 2005 Secured Notes Corporation                08-12697
DBSI 2006 Secured Notes Corporation                08-12698
DBSI 2008 Notes Corporation                        08-12699
DBSI 2nd Street Quad LeaseCo LLC                   08-12700
DBSI 700 Locust LeaseCo LLC                        08-12701
DBSI Abbotts Bridge LeaseCo LLC                    08-12702
DBSI Allison Pointe LeaseCo LLC                    08-12703
DBSI Amarillo Apartments LeaseCo LLC               08-12704
DBSI Anna Plaza LeaseCo LLC                        08-12705
DBSI Arlington Town Square LeaseCo LLC             08-12706
DBSI Arrowhead LeaseCo LLC                         08-12707
DBSI Avenues North Center LeaseCo LLC              08-12708
DBSI Bandera Trails LeaseCo LLC                    08-12709
DBSI Battlefield Station LeaseCo LLC               08-12710
DBSI Belton Town Center LeaseCo LLC                08-12711
DBSI Breckinridge LeaseCo LLC                      08-12712
DBSI Brendan Way LeaseCo LLC                       08-12713
DBSI Brookfield Pelham LeaseCo LLC                 08-12714
DBSI Cambridge Place LeaseCo LLC                   08-12715
DBSI Carolina Commons LeaseCo LLC                  08-12716
DBSI Cedar East and Cypress LeaseCo LLC            08-12717
DBSI Clear Creek Square LeaseCo LLC                08-12718
DBSI Corporate Woods LeaseCo LLC                   08-12719
DBSI CP Clearwater LeaseCo LLC                     08-12720
DBSI Cranberry LeaseCo LLC                         08-12721
DBSI Cross Pointe LeaseCo LLC                      08-12722
DBSI Crosstown Woods LeaseCo LLC                   08-12723
DBSI Daniel Burnham LeaseCo LLC                    08-12724
DBSI Decatur LeaseCo LLC                           08-12725
DBSI Eagle Landing LeaseCo LLC                     08-12726
DBSI Embassy Tower LeaseCo LLC                     08-12727
DBSI Executive Dr LeaseCo LLC                      08-12728
DBSI Executive Park LeaseCo LLC                    08-12729
DBSI Fairlane Green LeaseCo LLC                    08-12730
DBSI Fairway LeaseCo LLC                           08-12731
DBSI Florissant Market Place LeaseCo LLC           08-12732
DBSI Gadd Crossing LeaseCo LLC                     08-12733
DBSI Ghent Road LeaseCo LLC                        08-12734
DBSI Grant Street Portfolio LeaseCo LLC            08-12735
DBSI Green Street Commons Leaseco LLC              08-12736
DBSI Guaranteed Capital Corporation                08-12737
DBSI Hampton LeaseCo LLC                           08-12738
DBSI Hickory Plaza LeaseCo LLC                     08-12739
DBSI Highlands & Southcreek LeaseCo LLC            08-12740
DBSI Houston Levee Galleria Leaseco LLC            08-12741
DBSI Kemper Pointe LeaseCo LLC                     08-12742
DBSI Kenwood Center LeaseCo LLC                    08-12743
DBSI Keystone Commerce LeaseCo LLC                 08-12744
DBSI Lake Natoma LeaseCo LLC                       08-12745
DBSI Lamar LeaseCo LLC                             08-12746
DBSI Landmark Towers Leaseco LLC                   08-12747
DBSI Lifestyle Center LeaseCo LLC                  08-12748
DBSI Lincoln Park 10 LeaseCo LLC                   08-12749
DBSI Mansell Forest LeaseCo LLC                    08-12750
DBSI Mansell Place LeaseCo LLC                     08-12751
DBSI Master Leaseco, Inc.                          08-12752
DBSI Meadow Chase Apartments LeaseCo LLC           08-12753
DBSI Megan Crossing LeaseCo LLC                    08-12754
DBSI Metropolitan Square LeaseCo LLC               08-12755
DBSI Missouri LeaseCo LLC                          08-12756
DBSI Network LeaseCo LLC                           08-12757
DBSI North Logan Retail Center LeaeCo LLC          08-12758
DBSI North Park LeaseCo LLC                        08-12759
DBSI North Stafford LeaseCo LLC                    08-12760
DBSI Northlite Commons II LeaseCo LLC              08-12761
DBSI Northpark Ridgeland LeaseCo LLC               08-12762
DBSI Northridge LeaseCo LLC                        08-12763
DBSI Oakwood Plaza LeaseCo LLC                     08-12764
DBSI Old National Town Center LeaseCo LLC          08-12765
DBSI One Executive Center LeaseCo LLC              08-12766
DBSI One Hanover LeaseCo LLC                       08-12767
DBSI Park Creek-Gainesville LeaseCo LLC            08-12768
DBSI Parkway III LeaseCo LLC                       08-12769
DBSI Peachtree Corners Pavilion LeaseCo LLC        08-12770
DBSI Phoenix Peak LeaseCo LLC                      08-12771
DBSI Pinehurst Square East LeaseCo LLC             08-12772
DBSI Pinehurst Square West LeaseCo LLC             08-12773
DBSI Plano Tech Center LeaseCo LLC                 08-12774
DBSI Portofino Tech Center LeaseCo LLC             08-12775
DBSI Properties Inc.                               08-12776
DBSI Real Estate Funding Corporation               08-12777
DBSI Realty Inc.                                   08-12778
DBSI Road 68 Retail Center LeaseCo LLC             08-12779
DBSI Sam Houston Tech Center LeaseCo LLC           08-12780
DBSI Sapphire Pointe LeaseCo LLC                   08-12781
DBSI Securities Corporation                        08-12782
DBSI Sherwood Plaza LeaseCo LLC                    08-12783
DBSI Shoppes at Misty Meadows LeaseCo LLC          08-12784
DBSI Shoppes at Trammel LeaseCo LLC                08-12785
DBSI Signature Place LeaseCo LLC                   08-12786
DBSI Silver Lakes Leaseco LLC                      08-12787
DBSI Southport Pavilion LeaseCo LLC                08-12788
DBSI Spalding Triangle LeaseCo LLC                 08-12789
DBSI Spring Valley Road LeaseCo LLC                08-12790
DBSI Springville Corner Leasco LLC                 08-12791
DBSI ST Tower LeaseCo LLC                          08-12792
DBSI St. Andrews Place LeaseCo LLC                 08-12793
DBSI Stone Glen Village LeaseCo LLC                08-12794
DBSI Stony Brook South LeaseCo LLC                 08-12795
DBSI Streetside at Towne Lake LeaseCo LLC          08-12796
DBSI Topsham Fair Mall LeaseCo LLC                 08-12797
DBSI Torrey Chase LeaseCo LLC                      08-12798
DBSI Treasure Valley Business Center LeaseCo LLC   08-12799
DBSI Trinity Ridge Business Center LeaseCo LLC     08-12800
DBSI University Park LeaseCo LLC                   08-12801
DBSI Vantage Drive LeaseCo LLC                     08-12802
DBSI Watkins LeaseCo LLC                           08-12803
DBSI West Oaks Square LeaseCo LLC                  08-12804
DBSI Wilson Estates LeaseCo LLC                    08-12805
DBSI Winchester Office LeaseCo LLC                 08-12806
DBSI Windcom Court LeaseCo LLC                     08-12807
DBSI Wisdom Pointe LeaseCo LLC                     08-12808
DBSI Woodlands Medical Office LeaseCo LLC          08-12809
DBSI Woodside Center LeaseCo LLC                   08-12810
DCJ Inc.                                           08-12811
DBSI Draper LeaseCo LLC                            08-12812
FOR 1031 LLC                                       08-12813
Spectrus Real Estate Inc.                          08-12814
DBSI Academy Park Loop LeaseCo LLC                 08-12815
DBSI Copperfield Timbercreek LeaseCo LLC           08-12816
DBSI Corporate Center II LeaseCo LLC               08-12817
DBSI Executive Plaza LeaseCo LLC                   08-12818
DBSI Northgate LeaseCo LLC                         08-12819
DBSI Two Notch Rd. LeaseCo LLC                     08-12820
DBSI Asset Management LLC                          08-12821
DBSI 2006 Land Opportunity Fund LLC                08-12822
DBSI Shoppes at Trammel LLC                        08-12823
DBSI 2007 Land Improvement & Development Fund LLC  08-12824
DBSI 2008 Land Option Fund LLC                     08-12825
DBSI Alma/121 Office Commons LLC                   08-12826
DBSI Cottonwood Plaza Development LLC              08-12827
DBSI Draper Technology 21 LLC                      08-12828
DBSI Escala LLC                                    08-12829
DBSI Short-Term Development Fund LLC               08-12830
DBSI Telecom Office LLC                            08-12831
DBSI Discovery Real Estate Services LLC            08-12834

Related Information: The Debtors operate a real estate company.

                     See: http://www.dbsi.com

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684
                       (302) 571-6600
                       (302) 571-1253
                  http://www.ycst.com

Notice Claims and Balloting Agent Claims: Kurztman 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
   ------                      ---------------   ------------
Ellen Kwiatkowski-             investment        $26,743,328
Schwinge
402 Kilarney Pass
Mundeleim, IL 60060

Michael Kanoff                 investment        $18,696,689
3500 Flamingo Drive
Miami Beach, Fl 33140

Harold Rubin                   investment        $17,854,893
100 North Street
Teterboro, NJ 07608

Bill Ramsey                    investment        $15,500,000
PO Box 690
Salinas, CA 93902

Frederick Nicholas             investment        $14,250,863
3844 Culver Center Street
Suite B
Culver City, CA 90232

Peter Evans                    investment        $7,317,633
17046 Marina Bay Drive
Huntington Beach, CA 92649

Jeffrey Johnston               investment        $7,200,000
1751 Wst. Citracado Pkwy.
Clubhouse
Escondido, CA 92029

Yim Chow                       investment        $7,200,000
702 Los Pinos Avenue
Milpitas, CA 95035

Phyllis Chu                    investment        $6,191,068
3020 Gough Street
San Francisco, CA 94123

Elizabeth Noonan               investment        $5,395,000
316 Chapin Lane
Burlingame, CA 94010

John Roeder                    investment        $5,375,848
PO Box 23490
San Jose, CA 95153

Jim Nicholas                   investment        $5,325,000
385 Hilcrest Road
Englewood, NJ 07632

Robert Markstein               investment        $5,220,000
696 San Ramon Valley
Boulevard, #347
Danville, CA 94526

Robert Angelo                  investment        $4,542,500
33316 S.E. 34th Street
Washougal, WA 98671

Henry Vara                     investment        $4,509,982
16960 Bohlman Road
Saratoga, CA 95070

Alan Destefani                 investment        $4,500,000
PO Box 20968
Bakersfield, CA 93390

Kevin Pascoe                   investment        $4,476,000
9400 Etchart Road
Bakersfield, CA 93314

Martha Walker                  investment        $4,324,349
863 S. Bates Street
Birmingham, AL 48009

Tina Bernard                   investment        $4,277,596
19336 Collier Street
Tarzana, CA 91356

Paul Wendland                  investment        $4,208,999
1034 N. Datepalm Drive
Gilbert, AZ 85234

William Marvel                 investment        $3,579,289
492 Escondido Circle
Grand Junction, CO 81503

James Fritts                   investment        $3,424,900
309 W. Washington Street
Charlestown, WV 25414

Joan Kresse                    investment        $3,410,909
5100 Figueroa Mountain Road
Los Olivios, CA 93441

John Baklayan                  investment        $3,400,000
16105 Whitecap Land
Huntington Beach, CA 92649

Robert Rifkin                  investment        $3,360,000
697 Red Arrow Trail
Palm Desert, CA 92211

Gerard Keller                  investment        $3,200,783
12-161 Saint Andrews Drive
Ranco Mirage, CA 92270

Kristi Wells                   investment        $3,120,000
2860 Old Quarry Road
West Point, IA 92656

Michael Cooper                 investment        $3,000,000
6465 S. 3000 E, Suite
Salt Lake City, UT 84121

Gladys Esponda                 investment        $3,000,000
PO Box 609
Buffalo, NY 82834

Arthur Hossenlopp              investment        $3,000,000
228 18th Street
Ft. Madison, IA 52627

Richard Newman                 investment        $3,000,000
13679 Orchard Gate Road
Poway, CA 92064

Bernard Posner                 investment        $3,000,000
6222 Primrose Avenue
Los Angeles, CA 90068

Kent Schroeder                 investment        $3,000,000
5697 McIntyre Street
Golden, CO 80403

Bernard Ineichen               investment        $2,900,000
650 South Avenue, B122
Yuma, Arizona 85346

Alan Sacks                     investment        $2,900,000
5 Horizon Road, #1407
Fort Lee, NJ 07024

Joseph Stokley                 investment        $2,843,461
PO Box 1231
Bethel Island, CA 94511

JoAnn Picket                   investment        $2,800,000
3769 E. 125th Drive
Thornton, CO 80241

Bill Hall                      investment       $2,740,593
PO Box 16172
Lubbock, TX 79490

Max Buchmann                   investment       $2,716,186
14464 Rand Rail Drive
El Cajon, CA 92021

Brian Schuck                   investment       $2,701,027
700 Maldonado
Pensacola Beach, Fl 32561

James Jensen                   investment       $2,616,648
2125 Cypress Point
Discovery Bay, CA 94505

Robert Etzel                   investment       $2,600,000
2623 Avenue H.
Ft. Madison, IA 52627

Theodore Mintz                 investment       $2,554,458
751 Georgia Trail
Lincolnton, NC 28092

Joyce Jongsma                  investment       $2,540,000
2012 E. Burrville
Crete, IL 60417

Kent Wright                    investment       $2,488,694
2115 Marwood Circle
Salt Lake City, UT 84124

James Veugler                  investment       $2,442,397
c/o Georgia Veugler
Material Recovery Corp.
820 E. Terra Cotta Ave.
Unit 116
Crystal Lake, IL 60014

Virgil Gentzler                investment       $2,427,301
2707 Bressi Ranch Way
Carlsbad, CA 92009

Karen Hughes                   investment       $2,417,886
1050 The Old Drive
Pebble Drive, CA 93953

Robert Goldberg                investment       $2,407,915
PO Box 8807
Boise, ID 83707


DENBURY RESOURCES: S&P Affirms 'BB' Rating; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


DONALD ALTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donald Alter
        aka Don Alter
        7724 N. 4th Street
        McAllen, TX 78504

Bankruptcy Case No.: 09-70050

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone
                  The Stone Law Firm PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: 956-630-2822
                  Fax: 956-631-0742
                  Email: ignmca@ellenstonelaw.com

Total Assets: $1,147,644

Total Debts: $1,125,047

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

              http://bankrupt.com/misc/tsb09-70050.pdf


DUNE ENERGY: S&P Junks Rating; Outlook Negative
-----------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


EL PASO GRILL: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
El Paso Grill & Bar-b-que has filed for Chapter 11 in the U.S.
Bankruptcy Court for the District of Arizona, Bizjournals.com
reports, citing Randy Nussbaum, Esq., at the Nussbaum and Gilis PC
law firm, which represents the debtor.

According to Bizjournals.com, Mr. Nussbaum said that El Paso Grill
hopes to keep most of its units open during its reorganization.

The El Paso Grill & Bar-b-que is a restaurant chain based in
Scottsdale.  El Paso has eight locations:

     -- Scottsdale,
     -- Glendale,
     -- Surprise,
     -- two in Tucson,
     -- Sierra Vista,
     -- Goodyear, and
     -- Farmington.


ENERGY PARTNERS: S&P Cuts Rating to 'B-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


ENRON CORP: Court Approves $6.95-Mil. Goldman Sachs Settlement
--------------------------------------------------------------
Bankruptcy Law360 reports that Judge John T. Copenhaver Jr. of the
U.S. Bankruptcy Court for the Southern District of New York
approved the $6.95 million settlement between Goldman Sachs & Co.
and Enron Creditors Recovery Corp. over commercial paper
transactions leading up to Enron Corp.'s collapse in 2001.

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

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

As reported by the Troubled Company Reporter on January 16, 2009,
following Enron and Goldman Sachs' discussions, the parties have
agreed that Goldman Sachs will pay Enron $6,950,000, and will
forfeit, waive and release any claim based on the Settlement
Payment.

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

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

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

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

                        About Enron Corp.

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

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

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

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ER URGENT: Ceases Operations; Court Appoints Chapter 11 Trustee
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida, Miami Division, appointed on January 8, 2009, Alan L.
Goldberg as Chapter 11 Trustee in each of the bankruptcy cases of
ER Urgent Care Holdings, Inc., and ER Urgent Care Management Co.,
Inc.

ER Urgent said yesterday in a news statement that the Chapter 11
Trustee is in the process of obtaining information about the
Debtors to provide a detailed status report to the Court, and its
creditors.  In the meantime, however, the Trustee believes it
prudent to notify the public and any investors that:

   -- All Company operations have ceased.

   -- The Company is or has been the subject of investigation by
      certain state agencies, including securities investigations,
      in at least three states: Florida, Michigan and Missouri.

   -- The Company is not conducting any type of Preferred Stock
      Exchange Program, and any prior offers concerning such a
      program have been terminated.

   -- Any trading in the Company's securities should be done with
      extreme caution and a realization that adequate current
      information concerning the Company is not publicly
      available.

   -- The Trustee intends to attempt to sell the Company's
      remaining assets as a means to maximize a recovery to its
      creditors.

ER Urgent Care Holdings, Inc., filed a voluntary petition for
relief under chapter 11 on October 21, 2008 (Bankr. S.D. Fla. Case
No. 08-25688-BKC-LMI.  On October 31, 2008, ER Urgent Care
Management Co., Inc., filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code with the Court (Case No. 08-
26530-BKC-LMI).  The cases are being jointly administered for
procedural purposes.


EXCO RESOURCES: S&P Affirms 'B' Rating; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


EXECUTIVE GARDEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Executive Garden, LLC
        P.O. Box 1209
        Monsey, NY 10952

Bankruptcy Case No.: 09-22070

Chapter 11 Petition Date: January 15, 2009

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

Debtor's Counsel: Marc Stuart Goldberg, Esq.
                  M. Stuart Goldberg, LLC
                  81 Main Street, Suite 205
                  White Plains, NY 10601
                  Tel: (914) 949-5400
                  Fax: (914) 683-1279
                  Email: mgoldberg@msglegal.com

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

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/nysb09-22070.pdf

The petition was signed by Israel Wagschal, authorized agent of
the company.


FANNIE MAE: Will Seek Up to $16BB in Funds From U.S. Treasury
-------------------------------------------------------------
Fannie Mae reported that, in conjunction with preparing its
financial statements for the fourth quarter of 2008 and the year
ended December 31, 2008, and based on preliminary unaudited
information concerning its results for these periods, the
management expects that the Federal Housing Finance Agency, acting
in its capacity as Conservator of Fannie Mae, will submit a
request to the U.S. Department of the Treasury to draw funds on
behalf of the company.  The draw will be requested under the
$100 billion Senior Preferred Stock Purchase Agreement entered
into in September between Treasury and the Conservator, acting on
behalf of Fannie Mae.

Although management currently estimates that the amount of this
draw will be approximately $11 billion to $16 billion, the actual
amount of the draw may differ materially from this estimate
because Fannie Mae is still working through its process of
preparing and finalizing the financial statements.

The estimate of the amount of the draw expected to be requested by
the Conservator reflects management's current estimate of the
effect that the company's anticipated net loss (primarily as a
result of credit expenses and fair value losses during the fourth
quarter of 2008), as well as other items, would have on Fannie
Mae's net worth as of the end of the fourth quarter of 2008.  The
Conservator has not previously requested any funds on behalf of
Fannie Mae under the Purchase Agreement and, as of the current
date, Fannie Mae has not received any cash proceeds from Treasury.

                        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            Redemption
Amount      Type      Rate       Date        CUSIP   Date
$100,000,000 MTN    3.500%  May 5, 2010   3136F9MJ9  Feb. 5, 2009
$50,000,000  MTNR   3.250%  May 5, 2011   3136F9LS0  Feb. 5, 2009
$100,000,000 MTN    4.000%  May 5, 2011   3136F9MM2  Feb. 5, 2009
$17,132,000  FINS   4.000%  June 24, 2011 3136F3FK7  Feb. 5, 2009
$50,000,000  MTN    4.000%  Aug. 5, 2011  3136F9YZ0  Feb. 5, 2009

                       About Fannie Mae

Fannie Mae exists to expand affordable housing and bring global
capital to local communities in order to serve the U.S. housing
market.  Fannie Mae has a federal charter and operates in
America's secondary mortgage market to enhance the liquidity of
the mortgage market by providing funds to mortgage bankers and
other lenders so that they may lend to home buyers. Our job is to
help those who house America.

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: City Holding Takes $21.1MM Impairment Charge
--------------------------------------------------------
City Holding Company reports that it recorded $38.3 million of
investment impairment losses during 2008, including $10.8 million
in the fourth quarter.  City Holding said the charges deemed to be
other than temporary were related to:

     * agency preferreds -- $21.1 million impairment taken in the
       third quarter -- with remaining book value of $1.6 million
       at December 31, 2008;

     * pooled bank trust preferreds -- a $9.9 million impairment
       in the fourth quarter and a $14.2 million impairment for
       the full year -- with remaining book value of $10.9 million
       at December 31, 2008;

     * income notes -- a $900,000 impairment in the fourth quarter
       and $2.0 million for the full year -- with no remaining
       book value at December 31, 2008; and

     * corporate debt securities -- a $1.0 million impairment
       taken in the third quarter -- with remaining book value of
       $24.6 million at December 31, 2008.

City Holding says the impairment charges for the agency preferred
securities were due to the actions of the federal government to
place Freddie Mac and Fannie Mae into conservatorship and the
suspension of dividends on such preferred securities.

City Holding says the $1.0 million impairment charge for corporate
debt securities was due to Lehman Brothers Holdings' bankruptcy
filing.  City Holding had acquired the security as the result of
an acquisition of a bank in 2005.

                        About City Holding

City Holding Company, a $2.5 billion bank holding company
headquartered in Charleston, Virginia, is the parent company of
City National Bank of West Virginia.  City National operates 69
branches across West Virginia, Eastern Kentucky and Southern Ohio.

                         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.


FORBES ENERGY: S&P Puts 'B' Ratings on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
ratings on oilfield services company Forbes Energy Services LLC on
CreditWatch with negative implications.  This follows the
announcement that Forbes has commenced a consent solicitation from
the holders of its $205 million secured notes due 2015 to amend
certain indentures to the notes, in particular the capital
expenditure covenant.

"We'll lower the ratings if Forbes fails to obtain amendments in a
timely manner or if in receiving such amendments financial
covenant cushions tighten materially," said Standard & Poor's
credit analyst Paul Harvey.

The consent solicitation stems from non-recurring non-cash charges
related to deferred taxes and additional non-cash impairment
writedowns because of weaker market conditions and the resulting
impact on Forbes' market value, which could cause the company to
report a loss for fiscal 2008.  This would violate its capital
spending covenant, which limits capital spending to a percentage
of net income.  The amendment seeks to remove non-cash charges
from the net income calculation in the covenant, which would allow
Forbes to be in compliance at Dec. 31, 2008.

In resolving the CreditWatch listing, Standard & Poor's will
review Forbes' expected near-term financial performance and
liquidity in light of the extremely challenging market conditions
expected in 2009.  S&P could lower the ratings if near-term
liquidity is viewed at risk or if financial performance weakens
such that compliance with financial covenants becomes a concern.


FIRST AMERICANS: Bankruptcy Hearing Set for February 20
-------------------------------------------------------
Insurancejournal.com reports that the U.S. Bankruptcy Court for
the District of Nebraska has set a bankruptcy hearing for First
Americans Insurance Service on Feb. 20, 2009.

Court documents say that First Americans listed more than 200
creditors, with the top 20 including mostly individuals and
couples from Nebraska.

According to Insurancejournal.com, Attorney General Jon Bruning
authorized a Nebraska State Patrol probe to be conducted on First
Americans and its three principals.  The report states that the
patrol is collaborating with the departments of insurance and
banking to find out how more than $100 million in First Americans
disappeared.

Citing Mr. Bruning, Lisa Munger at The Independent relates that
the directors of the Nebraska Banking and Insurance departments
approached last week and presented proofs, prompting him to
authorize the investigation on First Americans.  Mr. Bruning,
according to the report, asked the Nebraska State Patrol to join
in the probe.

The Independent quoted Mr. Bruning as saying, "He [one of the
people who invested in First Americans] said [the company's
agents] told him his investments would shore up the reserves so
they could continue to sell policies.  Based on their bankruptcy
filing, there don't seem to be the resources there to repay
investors.  It's a very, very sad situation."

According to The Independent, First Americans filed for bankruptcy
protection amid allegations of Ponzi scheme in the company.

A First American creditor said that he received monthly checks
from the company for years, averaging a 12% return on his almost
half-million-dollar investment, The Independent relates, citing
Mr. Bruning.  The report quoted Mr. Bruning as saying, "Returns
were being paid.  This is the classic definition of a Ponzi
scheme.  Eventually, it gets big enough and collapses."

The Associated Press reports that the Department of Insurance has
started the process of revoking the insurance licenses of
principal agents Masat, Levea and Mottin.

Grand Island, Nebraska-based First Americans Insurance Service,
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection on Jan.
12, 2009 (Bankr. D. Neb.  Case No. 09-40067).  Robert F. Craig,
Esq., at Robert F. Craig, P.C., assists the company in its
restructuring effort.  The company listed $1 million to
$10 million in assets and $100 million to $500 million in
liabilities.


FREDDIE MAC: City Holding Takes $21.1MM Impairment Charge
---------------------------------------------------------
City Holding Company reports that it recorded $38.3 million of
investment impairment losses during 2008, including $10.8 million
in the fourth quarter.  City Holding said the charges deemed to be
other than temporary were related to:

     * agency preferreds -- $21.1 million impairment taken in the
       third quarter -- with remaining book value of $1.6 million
       at December 31, 2008;

     * pooled bank trust preferreds -- a $9.9 million impairment
       in the fourth quarter and a $14.2 million impairment for
       the full year -- with remaining book value of $10.9 million
       at December 31, 2008;

     * income notes -- a $900,000 impairment in the fourth quarter
       and $2.0 million for the full year -- with no remaining
       book value at December 31, 2008; and

     * corporate debt securities -- a $1.0 million impairment
       taken in the third quarter -- with remaining book value of
       $24.6 million at December 31, 2008.

City Holding says the impairment charges for the agency preferred
securities were due to the actions of the federal government to
place Freddie Mac and Fannie Mae into conservatorship and the
suspension of dividends on such preferred securities.

City Holding says the $1.0 million impairment charge for corporate
debt securities was due to Lehman Brothers Holdings' bankruptcy
filing.  City Holding had acquired the security as the result of
an acquisition of a bank in 2005.

                        About City Holding

City Holding Company, a $2.5 billion bank holding company
headquartered in Charleston, Virginia, is the parent company of
City National Bank of West Virginia.  City National operates 69
branches across West Virginia, Eastern Kentucky and Southern Ohio.

                         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.


GAYLORD ENTERTAINMENT: Moody's Affirms 'B2' Corporate Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Gaylord
Entertainment Company, and changed the rating outlook to negative
from stable.

The change in outlook to negative reflects Moody's view that the
company will be challenged to improve debt protection measures to
previously anticipated levels over the intermediate term as
economic weakness persists.  Although operating performance is
expected to improve as its newest property -- the Gaylord National
-- ramps up, Moody's believe operating metrics will remain under
pressure and the ability to raise average daily rates will become
more difficult.

The B2 corporate family rating reflects Gaylord's weak debt
protection measures, limited diversification, modest scale, and
relatively aggressive growth and acquisition strategy.  The
ratings are supported by a relatively high degree of certainty in
regards to contracted bookings over the short term and better than
average view of potential business over the medium term.  The
ratings also incorporate the sizeable contribution from food and
beverage to total RevPAR, solid brand recognition, and reasonably
good asset value.

The ratings affirmed and LGD point estimates adjusted are;

  -- Corporate family rating of B2

  -- Probability of default rating of B2

  -- $225 million 6.75% senior global notes due November 15, 2014
     at Caa1 (LGD 5, 83%)

  -- $350 million 8.00% senior global notes due November 15, 2013
     at Caa1 (LGD 5, 83%)

  -- Speculative Grade Liquidity Rating of SGL-2

The outlook was changed to negative from stable

Moody's last rating action for Gaylord occurred on July 25, 2008,
when the company's corporate family rating was affirmed at B2.  At
the same time the company was assigned a first time speculative
grade liquidity rating of SGL-2.

Gaylord Entertainment Company (Gaylord), headquartered in
Nashville, Tennessee, is a hospitality and entertainment company.
Gaylord owns and operates several convention centers and resorts
located in Tennessee, Florida, Texas, and Washington, D.C. and
specializes in hosting large conferences and conventions. Revenues
are approximately $900 million.


GRACE OF GOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grace of God Ministries, Intl, Inc.
        3900 48th Street
        Bladensburg, MD 20710

Bankruptcy Case No.: 09-10660

Chapter 11 Petition Date: January 15, 2009

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

Judge: Paul Mannes

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mdb09-10660.pdf

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


HARKFORD INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harkford, Inc.
        P.O. Box 4295
        Midland, TX 79704
        Tel: (432) 561-5168
        Fax: (432) 561-8379

Bankruptcy Case No.: 09-70008
Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Ronald B. King

Company Description: HarkFord, Inc., is an oilfield construction
                     and environmental remediation firm.
                     See: http://www.harkford.com/

Debtor's Counsel: Vivian Lea Borland
                  213 North Main, Ste. 101
                  Midland, TX 79701
                  Tel: (432) 684-5290
                  Email: dora@borlandlaw.com

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

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

The petition was signed by Ronald Harkrider, president of the
company.

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

             http://bankrupt.com/misc/twb09-70008.pdf


HARTMARX CORP: Can Access Wachovia DIP Facility on Interim
----------------------------------------------------------
The Hon. Bruce W. Black of the United States Bankruptcy Court for
the Northern District of Illinois authorized Hartmarx Corporation
and its debtor-affiliates to obtain, on an interim basis,
postpetition from Wachovia Capital Finance Corporation.

On the interim, Hartmax will be able to access loans to pay up to
110% of the total disbursements provided for in a budget.  A full-
text copy of the Debtors' DIP budget is available for free at:
http://ResearchArchives.com/t/s?38ac

Wachovia Capital has agreed to provide as much as $160 million in
financing on a final basis.  Proceeds of the DIP facility will be
used for general operating and working capital purposes in the
ordinary course of the Debtors' business.

The DIP facility is expected to terminate on the earlier to occur
of (i) July 1, 2009; (ii) confirmation of plan of reorganization
or liquidation for any Debtor in the Chapter 11 cases; (iii)
closing of any sale or sales of collateral consummated in
accordance with terms and conditions contained in the ratification
agreement and other financing agreements, among other things.

The DIP facility will incur interest at (i) 5.75% per annum in
excess of the Canadian Prime Rate as to Canadian Prime Rate Loans;
and (ii) 5.75% per annum in excess of the US Prime Rate as to all
US Prime Rate Loans.  The default rate will be 2% higher that the
two rates.

The lender will be paid an $800,000 DIP facility fee as part of
the transaction.

The DIP facility is subject to carve-outs to pay statutory fees
payable to the U.S. Trustee and clerk of the Court.  There is a
$2.5 million carve-out to pay unpaid and outstanding reasonable
fees and expenses incurred by professionals retained by the
Debtors or any committee.

The Debtors agreed to provide the lender (i) replacement liens;
(ii) superpriority claims under section 364(c)(1) of the
Bankruptcy Code; (iii) payment of interest, fees, and other
amounts due; and (iv) ongoing payment of the fees, costs, and
expenses, including reasonable legal and other professionals' fees
and expenses, of the lenders.

The facility contains customary and appropriate events of
defaults.

A hearing is scheduled on Feb. 12, 2009, at 2:00 p.m., to consider
final approval of the request.  Objections, if any, are due Feb.
9, 2009.

                     Prepetition Indebtedness

Before filing for bankruptcy, the Debtors entered into a
$200 million senior revolving credit facility pursuant to a
certain loan and security agreement with Wachovia Capital, which
is secured by substantially all the Debtors' personal property and
fixtures including account receivable.  Outstanding principal
obligations under facility including outstanding letters of credit
is approximately $114 million.

                       About Hartmarx Corp.

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

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


HAYES LEMMERZ: Moody's Junks Corporate Family Rating from 'B3'
--------------------------------------------------------------
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.

The Corporate Family Rating of Caa1 reflects Moody's view that the
company's credit metrics will no longer be supportive of the prior
rating given the dramatic decline in global automotive production
resulting for deteriorating economic conditions.  Hayes Lemmerz is
currently in the process of negotiating financial covenant relief
under it bank credit facilities.  The company benefits from good
geographic and customer diversity with sales in the U.S estimated
to represent about 13% of fiscal 2008 total revenues and sales to
the North American operations of the Detroit-3 estimated to be
about 10%.  However, weakening economic conditions are having a
negative impact on global demand, affecting all of the company's
markets.

The review is focusing on the company's ability to achieve
adequate adjustments to the financial covenants under the bank
credit facilities in order to maintain sufficient liquidity.  The
review is also focusing on additional restructuring initiatives
the company may take in order to adjust its cost base to the near
term environment while preserving the ability to capitalize on
potential industry growth in the future.  The inability to achieve
sufficient covenant relief or adequate liquidity levels may result
in further downgrade.

Ratings lowered and under review:

HLI Operating Company

  -- Corporate Family Rating, to Caa1 from B3

  -- Probability of Default Rating, to Caa1 from B3

  -- Senior secured revolving credit facility, to B3 (LGD3, 33%)
     from B2 (LGD3, 33%);

Hayes Lemmerz Finance (Luxembourg S.a.r.l.)

  -- Senior secured term loan facility, to B3 (LGD3, 33%) from B2
     (LGD3, 33%);

  -- Senior secured synthetic letter of credit facility, to B3
     (LGD3, 33%) from B2 (LGD3, 33%);

  -- Senior unsecured notes, to Caa3 (LGD5, 87%) from Caa2 (LGD5,
     87%);

The last rating action on Hayes Lemmerz was on May 2, 2007 when
the Corporate Family Rating was raised to B3.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as powertrain
components.  Worldwide revenues for the fiscal year ending
January, 31 2008 were approximately $2.2 billion.


HEALTHSOUTH CORP: Court OKs Settlement Deal with UBS Securities
---------------------------------------------------------------
The Circuit Court of Jefferson County, Alabama, entered an Order
of Partial Final Judgment in the derivative litigation captioned
Tucker v. Scrushy (CV-02-5212) approving the agreement among
HealthSouth Corporation, the stockholder derivative plaintiffs and
UBS Securities, LLC, to settle litigation filed by the derivative
plaintiffs on HealthSouth's behalf.

A full-text copy of the Order And Partial Final Judgment Pursuant
to ARCP Rule 54(B) is available for free at:

                http://ResearchArchives.com/t/s?38a5

The Settlement Agreement relates only to UBS and does not relate
to the other defendants or otherwise affect the Tucker derivative
litigation.  The Settlement Agreement will be effective as of
Feb. 25, 2009, provided there are no appeals of the Final Order.

The Final Order also approved the Settlement Agreement and
Stipulation regarding Fees entered into by HealthSouth and
derivative plaintiff Tucker and his counsel which relates to the
award of fees and expenses to the attorneys for the derivative
plaintiffs.  The Fee Stipulation resolves the matters raised in
the Plaintiffs' Counsel's Petition for Fees as to Recovery in
Settlement of $133 Million from Defendant UBS Securities LLC.  The
Fee Stipulation provides these with regard to derivative counsel
fees for certain claims originally filed in the Tucker action:

   -- Derivative counsel will receive $25.0 million in attorneys'
      fees and approximately $1.2 million in expenses to be paid
      from the $100 million cash settlement proceeds received
      from UBS;

   -- Derivative counsel will receive 11% of any future recovery
      from the defendant Ernst & Young, LLP in the Tucker case
      for attorneys' fees, plus reasonable expenses;

   -- Derivative counsel will receive 35% of any monetary
      judgment recovery collected from the defendant Richard M.
      Scrushy in the Tucker case for attorneys' fees, plus
      reasonable expenses; provided that in the event there is a
      judgment against Mr. Scrushy in the Tucker case and Mr.
      Scrushy obtains a judgment against HealthSouth that offsets
      or recoups all or a portion of the judgment against Mr.
      Scrushy, the derivative plaintiffs' attorneys in the Tucker
      case will receive a fee of 15% of the amount of the offset
      or recoupment.  Further, with regard to the claims against
      Mr. Scrushy, in the event of a negotiated settlement of
      HealthSouth's claims against Mr. Scrushy and Mr. Scrushy's
      claims against HealthSouth, derivative counsel will receive
      the greater of $5.0 million or 35% of the settlement amount
      paid by Mr. Scrushy to HealthSouth; and

   -- Derivative counsel will receive 35% of any monetary
      recovery collected from any recovery against the individual
      defendants in the Tucker case who pled guilty to criminal
      violations for their role in the accounting fraud affecting
      HealthSouth, for attorneys' fees, plus reasonable expenses.

A full-text copy of the Stipulation of Settlement With UBS
Securities LLC is available for free at:

                http://ResearchArchives.com/t/s?38a6

A full-text copy of the Settlement Agreement And Stipulation
Regarding Fees is available for free at:

                http://ResearchArchives.com/t/s?38a7

                     About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.9 billion and total liabilities of $3.3 billion, resulting
in a shareholders' deficit of about $1.4 billion.

For three months ended Sept. 30, 2008, the company's net income
was $6.6 million compared with net income of $287.6 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $70.5 million compared with net income of $699.2 million
for the same period in the previous year.

In total and through October 2008, the company has reduced its
total debt outstanding by approximately $208 million since
Dec. 31, 2007.  Total debt outstanding approximated $1.8 billion
as of Oct. 31, 2008.


HOME DEPOT: Closes 34 Home Expo Centers; To Cut 2% of Workforce
---------------------------------------------------------------
Ann Zimmerman at The Wall Street Journal reports that Home Depot
Inc. said it will shut down its 34 Home Expo Design Centers.

Home Depot said it would exit its EXPO business.  The company is
also taking steps to streamline its support functions.  These
decisions will impact 7,000 associates, or approximately two
percent of the company's total workforce.  Finally, the company
reaffirmed its previous guidance on earnings for the 2008 fiscal
year, excluding the charge associated with the actions announced
today and the store rationalization charge recognized earlier in
the year.

The EXPO business has not performed well financially and is not
expected to anytime soon.  Even during the recent housing boom, it
was not a strong business.  It has weakened significantly as the
demand for big ticket design and decor projects has declined in
the current economic environment.  Continuing this business would
divert focus and resources from the company's core "orange box"
stores.  Therefore, over the next two months, the company will be
closing 34 EXPO Design Center stores, five YardBIRDS stores, two
Design Center stores and a bath remodeling business known as HD
Bath, with seven locations.  These steps will impact approximately
5,000 associates in those locations, their support functions and
their distribution centers.

"Exiting our EXPO business is a difficult decision, particularly
given the hard work and dedication of our associates in that
business and the support of our loyal customers," said Frank
Blake, Home Depot Chairperson and CEO.  "At the same time, it is a
necessary decision that will strengthen our core Home Depot
business."

Throughout the process of closing its EXPO stores, Home Depot is
committed to meeting the needs of its customers.  The company will
complete any construction projects that have been started.  In
cases where product has been ordered but the construction project
hasn't been started, the company will refund the price of
installation and the design retainer.  The customer can then
arrange for their own installation.  In cases where a design
retainer has been paid but product has not yet been ordered, the
customer will receive a full refund of the design retainer, as
well as a 10% off coupon that can be used for a product and
services discount at a local Home Depot store.  All special orders
will be completed.  Any back orders will be refunded to the
customer.

Support Reductions

The company also reported that it is restructuring support
functions to better align the company's cost structure with the
current economic environment.  This includes continuing its shift
to a region- and district- based support model in various field
functions and reducing headcount in administrative functions in
the company's store support centers.  These support reductions
will impact approximately 2,000 associates and will result in a
10% reduction in the Company's officer ranks.  They will not
impact any customer-facing positions in Home Depot stores.

The company is also initiating a salary freeze among all officers.
But, it will continue to offer merit increases to non-officer
associates, as well as earned bonuses and the company's existing
401k matching contribution for all associates, including officers.
The company will offer severance, earned bonuses and other
benefits to all impacted associates.

"We're very fortunate that the soundness of our company lets us
live our value of taking care of our people, even in this time of
unprecedented economic hardship," Mr. Blake said.  "These changes
will make us a stronger company and will allow us to continue to
grow associate employment over the long term to benefit our
customers."

Charges Related to Restructuring

The company anticipates taking a total pre-tax charge due to these
actions of approximately $532 million, of which approximately $390
million will be recognized in the fourth quarter and the remaining
$142 million will be recognized in 2009 and beyond.  The charge
consists primarily of fixed asset write-offs, lease reserves on
closed stores, severance and store closing costs.  The cash
component related to severance and store closing costs is
projected to be approximately $153 million over the next twelve
months, and is expected to be offset by cash received for
liquidated inventory.

These actions should benefit fiscal 2009 earnings before interest
and tax by approximately $305 million.  The benefit to earnings is
primarily a result of payroll savings and operational improvements
from the business exit.

HD Supply

The company will take two charges in the fourth quarter related to
its sale of HD Supply in 2007 and its ongoing equity interest in
that business.  First, it will record a charge of approximately
$55 million, net of tax, to be reflected in discontinued
operations primarily related to the working capital dispute
related to the sale of the business.  The cash component of the HD
Supply charge is $22 million.  Second, it will record a pre-tax
charge of $163 million that will be reflected in other expense for
a write-down of the Company's investment in HD Supply.

Updated 2008 Sales and EPS Guidance

The company confirmed that it expects fiscal 2008 sales and
earnings per share from continuing operations to decline by 8% and
24% respectively.

Fiscal 2009 Outlook

The company anticipates continued weakness in sales related to the
broader economic downturn, but will continue to invest in customer
service in its core Home Depot stores, while optimizing its
capital allocation.  The company plans to reduce capital
expenditures to approximately $1 billion in fiscal 2009 and will
open 12 stores.  Fiscal 2009 sales and earnings per share guidance
will be provided during the company's fourth quarter earnings call
on Feb. 24, 2009.

WSJ reports that to shore up its finances, Home Depot:

     -- cut its 2009 capital expenses budget by 44% to
        $1 billion,

     -- further reduced new store openings,

     -- instituted a wage freeze among company officers, and

     -- cut support staff and officers at its Atlanta
        headquarters.

Home Depot, according to WSJ, said that the move will let it
provide surviving store workers with merit pay increases and bonus
checks, and help it continue contributing to employees' 401(k)
retirement plan.

As reported by the Troubled Company Reporter on May 2, 2008, Home
Depot planned to eliminate 1,300 jobs, close 15 stores and scrap
plans of opening 50 more stores as the U.S. housing slump
paralyzes sales.

                     About The Home Depot Inc.

Headquartered in atlanta, Georgia, The Home Depot Inc. (NYSE:HD)
-- http://www.homedepot.com/-- is a home improvement retailer.
The company, together with its subsidiaries, operates The Home
Depot stores, which are full-service, warehouse-style stores.  The
Home Depot stores sell an assortment of building materials, home
improvement, and lawn and garden products, which are sold to do-
it-yourself customers, do-it-for-me customers and professional
customers.  The retailer employs about 331,000 people.


HOME DEPOT: EXPO Business Exit Won't Affect S&P's Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Atlanta-based Home Depot Inc. (BBB+/Stable/A-2) are currently
unaffected following the company's announcement earlier that it
plans to exit its underperforming EXPO business and other noncore
businesses.  Home Depot also intends to reduce headcount in
selected field and administrative functions, which, in conjunction
with its planned store closures, will result in a 2% reduction of
its workforce.

The company expects to incur about $532 million in pre-tax charges
relating to these actions, including an expected charge of about
$390 million in the fourth quarter of 2008.  The company estimates
the cash portion of the anticipated charges to be approximately
$153 million, which should be neutralized by cash proceeds from
liquidated inventory of its closed stores.  At the same time, Home
Depot will also record a $55 million after-tax charge (including a
$22 million cash charge) as part of a resolution of a working
capital dispute relating to the sale of its HD Supply business in
2007, and a $163 million pre-tax write down of its equity
investment in HD Supply Inc. (B/Stable/--; the company paid $325
million to retain a 12.5% equity stake in conjunction with the HD
Supply divestment).  Home Depot guarantees a $1 billion senior
secured loan of HD Supply that matures in 2012.  Standard & Poor's
treats this $1 billion guaranteed loan as Home Depot's debt.

Despite deteriorating macroeconomic conditions and a further
slowdown in consumer spending, Home Depot affirmed its fiscal 2008
earnings guidance, but has scaled back its new store openings and
capital expenditures for 2009. Because the company's performance
is so highly related to the economy and the housing market, its
long-term strategy and financial policy will have a more important
bearing on the credit profile than the relatively small cash
impact from the above charges.


HPG INTERNATIONAL: Wants to Access $1.2 Million BoA DIP Facility
----------------------------------------------------------------
HPG International Inc. and VIG Holdings Ltd. ask the United States
Bankruptcy Court for the District of Delaware for authority to
access up to $1.2 million in postpetition financing from Bank of
America NA, successor by merger to LaSalle Business Credit LLC.

The proceeds of the facility will enable the Debtors to execute an
orderly liquidation of their assets.

The facility will incur interest at Prime Rate plus 2.50% for all
loans with the exception of the $.7 million seller collateral term
loan which interest rate will remain at the Prime Rate provided no
event of default will occur under the DIP order.

The facility is expected to terminate by March 6, 2009.

The lender will be paid $100,000 postpetition financing fee under
the transaction.

The DIP facility is subject to carve-outs to pay any fees payable
to the clerk of the Court, and professionals retained by the
Debtors or any committee.

To secure their DIP obligations, the lender will receive a
superprioty administrative expense claim status over any and all
administrative expenses

The facility contains customary and appropriate events of default
including, among other things:

    i) order dismissing the Debtors' Chapter 11 cases or
       converting any of their cases;

   ii) appointment of a Chapter 11 trustee; and

  iii) failure to obtain final DIP order within 30 days after the
       Debtors' bankruptcy filing.

The lender and the Debtors are parties to a $26.84 million loan
and security agreement dated Jan. 11, 2006.  The lender
accelerated the Debtors' obligations and refused any further
funding when certain events of default under the agreement
occurred.

A full-text copy of the Loan and Security Agreement dated
Jan. 11, 2006, is available for free at:

               http://ResearchArchives.com/t/s?38a9

                      About HPG International

Headquartered in Mountaintop, Pennsylvania, HPG International Inc.
-- http://www.hpg-intl.com-- designs and make plastics PV sold
primarily to the fabricating industries throughout the United
States, Canada and Mexico for commercial use in roofs, pool,
liners, wallcoverings, label applications and shower panels. The
company and its affiliate, VIG Holdings Ltd., filed for Chapter 11
protection on January 23, 2009 (Bankr. D. Del. Lead Case No. 09-
10231).  Jeffrey M. Carbino, Esq., Buchanan Ingersoll & Rooney PC,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Kurtzman Carson Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $10 million and
$50 million.


IMPERIAL BUSINESS: Plan Confirmation Hearing on March 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing March 13, 2009, at 9:30 a.m. to consider
confirmation of the proposed Plan of Reorganization filed by
Imperial Business Park, P.C.

The Debtor filed the Plan and a disclosure statement explaining
the Plan on December 30, 2008.  The disclosure statement was
conditionally approved on Jan. 6, 2009.

Objections to the disclosure statement are due by Feb. 10, 2009.
Deadline for filing objections to plan confirmation is
Feb. 10, 2009.

The Plan contemplates the sale of the Debtor's 98 acres of
partially developed real estate and the adjacent undeveloped 227
acres owned by IBP II, L.P., a related Debtor.  The partial
developed property includes five buildings which are fully
constructed and contain 187,000 square feet of warehouse space.
This real estate generates approximately $85,000 per month in
rental revenue.  The Debtor believes that the property can be sold
for more than $13,500,000, the amount owed to the Debtor's senior
secured lender, LaSalle Bank.

The Distributions to be made pursuant to the Plan will be paid
from the Net Proceeds from the sale of the Debtor's property and
successful recovery of Litigation Claims.  The Law Firm of Rudov &
Stein, P.C. shall act as the Disbursing Agent.

The Debtor envisions that the sale will occur after the
confirmation of the Plan.  Net Proceeds realized from the
avoidance of transfer stamps and all proceeds realized from
Litigation Recoveries shall be used to fund non-secured claims
according to statutory priorities.

                 Classes and Treatment of Claims

The Plan segregates the Claims against and Interests in the
Debtors into 7 classes:

Class 1 - Secured Claim of LaSalle Bank

Class 2 - Secured Claim of Redevelopment Authority of Allegheny
          County

Class 3 - Secured Claim of Independent Enterprises, Inc.

Class 4 - Secured Claim of Taylour Interior Systems

Class 5 - Priority Claims of Township of North Fayette

Class 6 - Unsecured Creditors

Class 7 - Partnership Interests

The Claim of LaSalle Bank under Class 1 shall be paid from the Net
Proceeds from the sale of the Debtor's property after payment of
all Allowed Administrative Claims and Fee Claims.

The Claim of Redeveloment Authority of Allegheny County under
Class 2 shall be paid from the Net Proceeds from the sale of the
Debtor's property after payment of all Allowed Administrative and
Fee Claims and the Allowed Secured Claim of Class 1.

The Claim of Independent Enterprises Incorporated under Class 3
shall be paid from the Net Proceeds from the sale of the Debtor's
property after payment of all Allowed Administrative and Fee
Claims and the Allowed Secured Claims of Classes 1 and 2.

The Claim of Taylour Interiors Systems, Inc. under Class 4 shall
be paid from the Net Proceeds from the sale of the Debtor's
property after payment of all Allowed Administrative and Fee
Claims and the Allowed Secured Claims of Classes 1, 2, and 3.

The Priority Claim of Township of North Fayette under Class 5 will
be paid from the Net Proceeds from the sale of the Debtor's
property after payment in full of all allowed Administrative
and Fee Claims and the Allowed Secured Claim of Classes 1, 2, 3,
and 4.

In the event that the property is not sufficient to fully satisfy
the Claims under Classes 1, 2, 3, 4, and 5, the remaining Allowed
Claims shall be treated as an Unsecured Claim and paid on a Pro
Rata Basis with all Unsecured Creditors.

Unsecured Creditors under Class 6 will receive a Pro Rata
Distribution of the Net Proceeds from the sale that remain after
payment in full of all Allowed Administrative and Fee Claims and
the Allowed Claims of Classes 1, 2, 3, 4, and 5.  Moreover Class 6
Unsecured Creditors (including deficiency Secured Claims) shall be
entitled to a Pro Rata Distribution of the Net Proceeds received
from the Litigation Claims.

Partnership Interests under Class 7 shall receive a Pro Rata
Distribution from the Net Proceeds from the sale of the Debtor's
property or the Litigation Claims that remain after payment in
full of all Allowed Administrative and Fee Claims and the Allowed
Claims of Classes 1, 2, 3, 4, 5, and 6.

All Classes are impaired under the Plan and entitled to vote to
accept or reject the Plan.

A full-text copy of the Debtor's proposed Plan of Reorganization
under Chapter 11 of the Bankruptcy Code is available for free at:

    http://bankrupt.com/misc/ImperialBusinessChapter11Plan.pdf

                   About Imperial Business

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


INDEVUS PHARMACEUTICALS: Files First Amendment to Annual Report
---------------------------------------------------------------
Indevus Pharmaceuticals, Inc., filed Amendment No. 1 to its Annual
Report on Form 10-K for the fiscal year ended September 30, 2008,
to include an updated list of the company's executive officers.

The current members of the Board of Directors are:

   NAME                    AGE  POSITIONS AND TENURE
   ----                    ---  --------------------
   Glenn L. Cooper, M.D.    56  Chief Executive Officer and
                                Director since May 1993 and
                                Chairman since January 2000

   Andrew Ferrara           69  Director since April 2006,
                                Presiding Director since
                                June 2008

   James C. Gale            58  Director since April 2007

   Michael E. Hanson        61  Director since December 2004

   Stephen C. McCluski      56  Director since June 2003

   Cheryl P. Morley         54  Director since June 2003,
                                Presiding Director from
                                December 2004 until June 2008

   Malcolm Morville, Ph.D.  63  Director since February 1993

At September 30, 2008, the company's balance sheet showed total
assets of $263 million, total current liabilities of $142.9
million, non-recourse notes of $105 million, deferred revenue of
$142.2 million, and other long-term liabilities of $2.9 million,
resulting in total stockholders' deficit of $130.1 million.

For the years ended September 30, 2008, 2007, and 2006, the
company posted net losses of $65.5 million, $103.8 million and
$50.5 million.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?38b4

A full-text copy of Amendment No. 1 is available for free at:

              http://researcharchives.com/t/s?38b5

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.


INDEVUS PHARMA: Files Amendment to Solicitation Statement
---------------------------------------------------------
Indevus Pharmaceuticals Inc. filed on January 21, 2009, Amendment
No. 4 to the Solicitation/Recommendation Statement on Schedule
14D-9 initially filed on January 7, 2009, with the Securities and
Exchange Commission.

On the same day, Endo Pharmaceuticals Holdings Inc. filed
Amendment No. 5 to the Tender Offer Statement on Schedule TO
initially filed with the SEC on January 7, 2009.

The Schedule 14D-9 and Schedule TO relates to the offer by BTB
Purchaser Inc., a direct wholly owned subsidiary of Endo
Pharmaceuticals Holdings Inc., to purchase all of the issued and
outstanding shares of common stock, par value $0.001 per share, of
the company at a purchase price of $4.50 per Share in cash, plus
contractual rights to receive up to an additional $3.00 per Share
in contingent cash consideration payments payable in the future
upon achievement of certain milestones related to NEBIDO(R) and
octreotide, two of the company's primary product candidates, upon
the terms and subject to the conditions set forth in the Offer to
Purchase dated January 7, 2009, as amended or supplemented from
time to time, and the related Letter of Transmittal.

The original Schedule TO and its exhibits is available for free at
http://researcharchives.com/t/s?38b6

The original Schedule 14D-9 and its exhibits is available for free
at http://researcharchives.com/t/s?38b7

Earlier this year, Indevus Pharmaceuticals entered into a
definitive merger agreement under which Endo Pharmaceuticals will
commence a tender offer to acquire 100 percent of the outstanding
shares of Indevus for approximately $370 million, or $4.50 per
Indevus share, in cash and up to an additional approximately
$267 million, or $3.00 per Indevus share, in cash.  The up-front
consideration of $4.50 per share represents a 45.2% premium over
the January 5 closing price of the common stock of Indevus, and a
59.0% premium over the 30-day volume weighted average price for
the common stock.  The transaction has been approved by the boards
of directors of both companies.

UBS Securities LLC advised Indevus and provided a fairness opinion
to Indevus' board of directors.  Burns & Levinson LLP acted as
legal counsel to Indevus.

The amendments filed by Indevus and Endo relate to the inclusion
of information about the lawsuit filed by H. Steven Mishket on
January 20, 2009.  Mr. Mishket, a purported holder of Company
Shares, filed a lawsuit purportedly on behalf of a putative class
of holders of the company's Shares in the Court of Chancery of the
State of Delaware, Case No. 4299-CC.  The Mishket Action names as
defendants the company, the members of the company's Board of
Directors, Purchaser and Parent.  The Mishket Action alleges that
the company and its directors breached their fiduciary duties to
the company's stockholders by deciding to sell the company to
Parent at an inadequate and unfair price, failing to disclose
certain material information necessary to allow the company's
stockholders to make a fully informed decision as to whether to
tender their Shares in the Offer and agreeing to deal terms that
are unfair and taint the process which led to the Offer.  The
Mishket Action also alleges that the Purchaser and Parent aided
and abetted the purported breaches of fiduciary duty.  The Mishket
Action seeks:

   (i) class action status,

  (ii) an order preliminarily and permanently enjoining the
       defendants from proceeding with the Offer,

(iii) if the transaction is consummated prior to entry of a
       final judgment, a judgment rescinding the Merger or
       awarding rescissory damages,

  (iv) an order directing the defendants to account for all
       damages caused by them and all profits and special
       benefits obtained as a result of their breaches of
       fiduciary duties,

   (v) an award to plaintiffs of the costs of the action,
       including reasonable attorneys' and experts' fees and
       expenses, and

  (vi) other and further relief as may be just and proper.

The company and its directors intend to vigorously defend the
Mishket Action.

A full-text copy of the complaint in the Mishket Action is
available for free at http://researcharchives.com/t/s?38b3

                    About Endo Pharmaceuticals

Endo Pharmaceuticals -- http://www.endo.com/-- is a specialty
pharmaceutical company engaged in the research, development, sale
and marketing of branded and generic prescription pharmaceuticals
used primarily to treat and manage pain.

                  About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

At September 30, 2008, the company's balance sheet showed total
assets of $263 million, total current liabilities of
$142.9 million, non-recourse notes of $105 million, deferred
revenue of $142.2 million, and other long-term liabilities of $2.9
million, resulting in total stockholders' deficit of
$130.1 million.

For the years ended September 30, 2008, 2007, and 2006, the
company posted net losses of $65.5 million, $103.8 million and
$50.5 million.


INEOS GROUP: Weak Liquidity Cues Moody's Junk Corporate Rating
--------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Ineos Group Holdings plc to Caa2 (from B3).  The ratings
assigned to the instruments raised by its subsidiaries were also
downgraded.  The outlook on the ratings remains negative.

On January 22, Ineos published an update on liquidity and market
trading in the last quarter of 2008 that suggested a substantial
weakening in the operating environment and some reduction in the
liquidity position of the group.  Lower liquidity guidance and
further deterioration in the market conditions and the outlook for
2009 has increased Moody's estimate of default probability and
resulted in the downgrade of the ratings.

The negative outlook reflects Moody's expectation of the
challenging operating environment that will continue to affect the
company's credit profile in the medium term.  In Moody's view, the
size of the liabilities and the restrictive covenants under the
senior secured facilities (temporarily waived by the lenders)
remain the major factors driving the credit profile at this stage.
The negative outlook reflects the likely need to review the
existing terms at the beginning of 2009, the uncertainty
associated with the terms and conditions of such a review, as well
as the need to strengthen the balance sheet of the group to ensure
continuous compliance with the terms of the facilities during this
period of cyclical downturn.

These ratings are affected by the rating action:

Ineos Group Holdings plc:

  - Corporate Family Rating: Caa2
  - 2016 senior g-teed notes - Ca / LGD 5 (89);

Ineos Holding Limited

  - First-lien senior g-teed bank facilities -- Caa1/ LGD 3 (35);
  - Second lien senior loans -- Caa3 / LGD 5 (79);

Ineos Vinyls Finance plc

  - Senior g-teed notes - Ca / LGD 6 (96).

Moody's last rating action on Ineos Group holding was on 12
December 2008 when the rating agency assigned a negative outlook
to the company's ratings.

Ineos Group Holdings plc is a diversified and integrated chemicals
group headquartered in Southampton, the United Kingdom.  Ineos
reported 2007 Revenues of EUR 27.5 billion and EBIT of EUR1.2
billion.


INTERLINE BRANDS: S&P Affirms Corporate Credit Rating at 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
maintenance and repair supplies distributor Interline Brands Inc.
to negative from stable.  All ratings, including the 'BB-'
corporate credit rating, were affirmed.

"The outlook revision follows the company's recent announcement
that sales for the fourth quarter of 2008 will be down
approximately 7.5% over the prior-year period and that it will not
meet its previously issued earnings per share range," said
Standard & Poor's credit analyst Thomas Nadramia.  "In addition,
the outlook revision reflects uncertainties regarding the depth
and duration of the current difficult operating conditions and the
further impact this may have on the company's operating results in
2009."

Still, Interline continues to have adequate near-term liquidity,
consisting of about $60 million in cash as of Dec. 26, 2008, and
$73 million in availability under its $83 million revolving credit
facility.  While the company currently has adequate cushion
relative to the covenants included in its credit facility, further
deterioration in operating results could constrain this cushion as
the net leverage ratio covenant stepped down to 3.5x on Dec. 31,
2008.

The ratings on Jacksonville, Florida-based Interline reflect the
company's somewhat aggressive capital structure, small size, and
participation in a highly fragmented, competitive industry, and
its relatively modest free cash flow.  Still, the company
maintains good customer, product and geographic diversity,
possesses a national footprint, and has historically generated
relatively consistent operating margins.

With sales of $1.2 billion for the 12 months ended Sept. 30, 2008,
Interline competes in the highly fragmented maintenance, repair,
and operations distribution industry against numerous local and
regional distributors, a handful of national players--some of
which are significantly larger and financially stronger--as well
as other traditional sales channels that include retail outlets
and large warehouse stores.


JOKER SUPPER: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
Charleston Post Courier reports that the Hon. David R. Duncan of
the U.S. Bankruptcy Court for the District of South Carolina has
dismissed The Joker Supper Club, Restaurant's Chapter 11 case,
after the company failed to file financial statements and meet
other deadlines.

Charleston Post quoted U.S. Bankruptcy Court trustee Joe Buzhardt
as saying, "It's clear this case is not going to reorganize and is
dead in the water."  According to Charleston Post, Joker Club's
bankruptcy counsel Nathan Davis agreed with the dismissal.

Citing Mr. Davis, Charleston Post states that the court ruling
means that creditors can go after the Joker Supper Club,
Restaurant and Lounge Inc.'s assets, if there are any.

Charleston Post relates that Frank and Melanie Camarda own the
land and building that houses the club.  Mr. Davis, the report
states, said that Chris Steak House, the corporation of Ruth I.
Corwin -- Joker Supper's sole officer -- leases the building from
the Camardas.

Charleston, South Carolina-based The Joker Supper Club,
Restaurant, dba The Joker Supper Club, Restaurant and Lounge,
Inc., filed for Chapter 11 bankruptcy protection on Nov. 5, 2008
(Bankr. D. S.C. Case No. 08-07066).  D. Nathan Davis, Esq., who
has an office in Charleston, South Carolina, assisted the company
in its restructuring efforts.  The company listed $24,914 in
assets and $1,144,002 in debts.


KAR HOLDINGS: Moody's Changes Outlook on 'B2' Rating to Negative
----------------------------------------------------------------
Moody's Investors Service changed the outlook for the long-term
ratings of KAR Holdings, Inc. to negative from stable, citing the
likely effect on credit metrics of top line pressures across all
three of the company's segments, with used car floorplan financing
facing particularly difficult business conditions.

The change in outlook also reflects longer term structural
threats, including continuing dealer closures and lower lease
originations which will affect demand for the company's whole car
auction business over time.  Concurrently, Moody's affirmed the B2
Corporate Family and Probability of Default Ratings.  The ratings
are supported by ongoing cost cutting measures and the potential
that consumer demand for used cars could in fact benefit from the
economic slowdown in 2009.

KAR Holdings' B2 Corporate Family Rating primarily reflects
generally weak credit metrics, including the company's very high
financial leverage and relatively modest free cash flow generation
(defined as cash from operations less capital expenditures) in
relation to debt levels.  The ratings remain constrained by
difficult market conditions, limited financial flexibility and the
highly competitive nature of the industry which leaves the company
vulnerable to fluctuations in the volume of cars coming to auction
and reductions in conversion volumes on the whole car side.  The
ratings are supported by i) high barriers to entry, ii) the
national scale of the combined ADESA/Insurance AutoAuctions
organization, iii) relatively recession resistant revenue streams
which comprise whole car auctions, salvage auctions and dealer
floorplan financing, iv) the potential for near term improved
conversion rates as used car prices adjust downwards, and v) low
inventory risk as the company does not take title to the vehicles
it sells.

"Despite ongoing cost reduction initiatives that should help
support cash flow generation, pressures from used car dealer
weakness and lower prices for both salvaged and whole cars will
persist for some time" said Moody's analyst Costas Chrysostomou.
In summary, Moody's changed the outlook to negative and affirmed
existing ratings:

  -- Corporate Family Rating, rated B2;

  -- Probability of Default Rating, rated B2;

  -- Speculative Grade Liquidity of SGL-3;

  -- $300 million senior secured revolving credit facility due
     2013, rated Ba3 (LGD 2, 25%);

  -- $1.5 billion senior secured term loan due 2013, rated Ba3
     (LGD 2, 25%);

  -- $150 million senior unsecured floating rate notes due 2014,
     rated B3 (LGD 5, 72%);

  -- $450 million senior unsecured fixed rate notes due 2014,
     rated B3 (LGD 5, 72%); and

  -- $425 million senior subordinated notes due 2015, rated Caa1
     (LGD 6, 92%).

The previous rating action was on February 7, 2008 when Moody's
assigned a liquidity rating of SGL-3 to KAR Holdings and affirmed
the company's B2 Corporate Family Rating and other ratings, with a
stable outlook.

KAR Holdings, Inc., based in Carmel, Indiana, is the holding
company for Adesa, a leading provider of wholesale used vehicle
auctions whose operations span North America with 61 used vehicle
sites, Insurance Auto Auctions, Inc., a leader in total automotive
loss control and specialty salvage services in the United States
and Automotive Finance Corporation, which provides floorplan
financing for the used vehicle industry. Moody's estimates fiscal
2008 revenues will be about $1.8 billion.


KAY HAYWARD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kay A. Hayward
        10979 China Ct
        Penn Valley, CA 95946

Bankruptcy Case No.: 09-20537

Chapter 11 Petition Date: January 13, 2009

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

Judge: Michael S. McManus

Debtor's Counsel: Kenrick Young, Esq.
                  52 Seraspi Ct.
                  Sacramento, CA 95834
                  Tel: (916) 929-6865

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

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

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


KEY PLASTICS: Unsecured Creditors Snub Organizational Meeting
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, said
a committee of unsecured creditors for Key Plastics LLC and Key
Plastics Finance Corp. has not been appointed because no unsecured
creditor is interested.

Headquartered in Northville, Michigan, Key Plastics LLC --
http://www.keyplastics.com/-- supplies plastic components to the
automotive industry.  The company has 24 manufacturing facilities
located in the United States, Canada, Mexico, Germany, Portugal,
Spain, the Czech Republic, France, Slovakia, Italy and China.
According to Bloomberg News, the company filed for bankruptcy in
March 23, 2000, in Detroit and emerged a year later under the
ownership of private-equity firm Carlyle.  The company and Key
Plastics Finance Corp. filed separate petitions for Chapter 11
relief on Dec. 15, 2008 (Bankr. D. Del. Case Lead Case No.
08-13324).  Mark D. Collins, Esq., at Richards Layton & Finger PA;
and Stephen A. Youngman, Esq., and Martin A. Sosland, Esq., at
Weil, Gotschall & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts between
$100 million and $500 million each.


KEY PLASTICS: Gives More Information on Prepackaged Plan
--------------------------------------------------------
Key Plastics LLC and Key Plastics Finance Corp delivered to the
United States Bankruptcy Court for the District of Delaware a plan
supplement for the joint prepackaged Chapter 11 plan of
reorganization dated Dec. 15, 2008.

The plan supplement has 14 exhibits including, among other things:

   -- election form for holders of senior notes for treatment
      under the plan;

   -- Escrow Agreement dated December 2008, between the Debtors
      and Wells Fargo Bank, National Association; and

   -- Exit Financing Commitment Letter from Wayzata Investment
      Partners dated Jan. 21, 2009.

A full-text copy of the supplement for the joint prepackaged
Chapter 11 plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?38b1

The Court is scheduled to hold a hearing on Jan. 29, 2009 at 2:00
p.m. prevailing Eastern time to consider approval of the adequacy
of the disclosure statement attached to the prepackaged plan.  A
hearing to consider confirmation of the Plan and any objections
thereto will commence immediately following the Disclosure
Statement Hearing.

Objections were due Jan. 18.  Perot Systems Corporation objected
to the prepackaged plan, citing that there is insufficient
description of how the Debtors can operate without the Perot
Systems contract and how the rejection damages would be treated in
the event that the Debtor rejects the contract.  Perot Systems and
the Debtors are parties to an information technology services
agreement dated Jan. 1, 2002, wherein Perot Systems provides
certain IT services including account management and
administration services; technical and application support;
application development and maintenance services; and network
communications services.

Key Plastics relates that the Plan effectuates a comprehensive
financial restructuring of its existing equity and debt structures
by conversion of its senior secured debt into equity or retirement
of the same.  On the Plan's effective date, the reorganized
Debtors will be a wholly-owned subsidiary of reorganized Finance
Corp. and the holders of the 11 3/4% senior secured notes due 2013
will hold 100% of the Reorganized Finance Corp. Equity.

Under the Plan, each holder of Key Plastics Series A Unit Claims
will be paid cash equal to $474 per Series A Unit held.  At its
option, holders of Senior Notes will be entitled to receive,
either:

  -- pro rata share of 65% of the fully-diluted new common units
     to be issued by Reorganized Key Plastics, which will
     subsequently be contributed to the Reorganized Finance
     Corp. in exchange for an equal percentage of new common
     stock to be issued by Reorganized Finance Corp.; or

  -- cash equal to 16% of the face value of the holder's senior
     notes.

Furthermore, holders of senior notes who elect to receive their
pro rata share of New Key Plastics Equity will be entitled to
participate in a rights offering in which each holder may
subscribe for its pro rata share of no more than 35% of New Key
Plastics Equity, which will also subsequently be contributed to
the reorganized Finance Corp. in exchange for an equal percentage
of New Finance Corp. Equity.

The company related that on Nov. 12, 2008, it solicited votes on
the Plan, wherein holders of Senior Notes Claims under Class 1 and
Series A Unit Claims voted to accept the plan.

A full-text copy of the Debtors' disclosure statement explaining
the joint prepackaged Chapter 11 plan of reorganization dated Dec.
15, 2008, is available for free at:

               http://ResearchArchives.com/t/s?38b2

A full-text copy of the summary of the Debtors' joint prepackaged
Chapter 11 plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?38b0

                        About Key Plastics

Headquartered in Northville, Michigan, Key Plastics LLC --
http://www.keyplastics.com/-- supplies plastic components to the
automotive industry.  The company has 24 manufacturing facilities
located in the United States, Canada, Mexico, Germany, Portugal,
Spain, the Czech Republic, France, Slovakia, Italy and China.
According to Bloomberg News, the company filed for bankruptcy in
March 23, 2000, in Detroit and emerged a year later under the
ownership of private-equity firm Carlyle.  The company and Key
Plastics Finance Corp. filed separate petitions for Chapter 11
relief on Dec. 15, 2008 (Bankr. D. Del. Case Lead Case No.
08-13324).  Mark D. Collins, Esq., at Richards Layton & Finger PA;
and Stephen A. Youngman, Esq., and Martin A. Sosland, Esq., at
Weil, Gotschall & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts between
$100 million and $500 million each.


KOOSHAREM CORPORATION: Moody's Confirms 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed Koosharem Corporation's B2
corporate family rating, the B1 rating on its first lien senior
secured credit facilities, and the Caa1 rating on its second lien
term loan.  The rating outlook is negative.

The rating confirmations reflect Moody's belief that Select's
credit metrics are still broadly appropriate for the B2 corporate
family rating category and the likelihood of improved free cash
flow in 2008 following the negative amount that was recorded the
prior year.  However, the negative rating outlook reflects Moody's
concern that a weak economy will continue to pressure the
company's sales, particularly as many of its corporate customers
reduce the level of temporary staffing.  The company has recently
experienced material sales declines for October and November 2008
relative to the same periods in 2007 (despite the inclusion of
Resolve Staffing, Inc. that was acquired in early 2008) following
growth in prior periods.  The outlook also reflects Moody's
concern over the company's acquisition activity that has resulted
in increased debt levels. Select recently completed the
acquisition of East West Staffing for $14 million and is currently
pursuing a larger-scale acquisition of Westaff, Inc. for an
estimated price of approximately $48 million. The negative outlook
further incorporates Moody's concern that Select has limited
cushion under the financial covenants governing its credit
facilities.

Notwithstanding these risks, Moody's recognizes the company's
ability to add new clients despite a weak economy, recent cost
reduction initiatives, and the largely successful integration of
prior acquisitions that has somehwat mitigated the impact of
organic sales declines.  This action completes a review that was
initiated on June 27, 2008.

These ratings were confirmed:

  -- Corporate Family Rating at B2;

  -- Probability-of-Default Rating at B2;

  -- $50 million senior secured first lien revolving credit
     facility due 2014 at B1 (LGD3, 38%).  Point estimate revised
     from (LGD3, 34%);

  -- $353 million senior secured first lien term loan B due 2014
     at B1 (LGD3, 38%).  Point estimate revised from (LGD3, 34%);

  -- $100 million senior secured second lien term loan due 2014 at
     Caa1 (LGD5, 89%).  Point estimate revised from (LGD5, 86%).

The last rating action was on June 27, 2008 when Moody's placed
Koosharem's ratings, including its B2 corporate family rating,
under review for possible downgrade.

Koosharem Corporation, headquartered in Santa Barbara, California,
is a privately-held staffing services business with a network of
more than 370 offices in over 40 states including a network of
approximately 85 franchises.  The company offers temporary, temp-
to-hire, and direct placement positions and derives most of its
revenues from the placement of light industrial and clerical
staff.


LA PLATA PIZZA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: La Plata Pizza, LLC
        105 Centennial St Ste A
        La Plata, MD 20646

Bankruptcy Case No.: 09-10726

Chapter 11 Petition Date: January 15, 2009

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

Judge: Paul Mannes

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mdb09-10726.pdf

The petition was signed by Dina Kulp, President of the company.


LANCASTER PALMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lancaster Palms, LLC

Bankruptcy Case No.: 09-10398

Chapter 11 Petition Date: January 15, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: rb@lnbrb.com

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

            http://bankrupt.com/misc/cacb09-10398.pdf

The petition was signed by Hagal Rapaport, managing member of the
company.


LEHMAN BROTHERS: City Holding Records $1,000,000 Impairment Charge
------------------------------------------------------------------
City Holding Company reports that it incurred a $1.0 million
impairment charge for corporate debt securities due to Lehman
Brothers Holdings' bankruptcy filing.  City Holding had acquired
the security as the result of an acquisition of a bank in 2005.

City Holding also recorded $38.3 million of investment impairment
losses during 2008, including $10.8 million in the fourth quarter.
City Holding said the charges deemed to be other than temporary
were related to:

     * agency preferreds -- $21.1 million impairment taken in the
       third quarter -- with remaining book value of $1.6 million
       at December 31, 2008;

     * pooled bank trust preferreds -- a $9.9 million impairment
       in the fourth quarter and a $14.2 million impairment for
       the full year -- with remaining book value of $10.9 million
       at December 31, 2008;

     * income notes -- a $900,000 impairment in the fourth quarter
       and $2.0 million for the full year -- with no remaining
       book value at December 31, 2008; and

     * corporate debt securities -- a $1.0 million impairment
       taken in the third quarter -- with remaining book value of
       $24.6 million at December 31, 2008.

City Holding says the impairment charges for the agency preferred
securities were due to the actions of the federal government to
place Freddie Mac and Fannie Mae into conservatorship and the
suspension of dividends on such preferred securities.

                        About City Holding

City Holding Company, a $2.5 billion bank holding company
headquartered in Charleston, Virginia, is the parent company of
City National Bank of West Virginia.  City National operates 69
branches across West Virginia, Eastern Kentucky and Southern Ohio.

                      About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


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

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

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

Moody's also takes into consideration the company's share
repurchase program with current authorization of $300 million.
Lennox has been opportunistically buying back shares during the
last couple of years and the company's free cash flow after share
repurchases and dividends has been negative since 2006.  If this
trend were to continue on an ongoing basis during a weak operating
environment, Moody's could revise the company's outlook to
negative or downgrade the company's credit ratings.

These ratings/assessments were affected:

  -- $250 million universal shelf (various securities), assigned
     Ba1(P)/Ba2(P)/Ba2(P)

  -- Corporate family rating, affirmed at Ba1;

  -- Probability of default rating, affirmed at Ba1.

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

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

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


LKN BUILDERS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: LKN Builders, LLC
        7862 Sarah Drive
        Denver, NC 28037

Bankruptcy Case No.: 09-40035

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.com

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

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

The petition was signed by Brian E. Robinett, managing member of
the company.

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

             http://bankrupt.com/misc/ncwb09-40035.pdf


MASSIMO TAURISANO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Massimo Taurisano
        935 E. Moyamensing Avenue
        Philadelphia, PA 19147

Bankruptcy Case No.: 09-10310

Chapter 11 Petition Date: January 16, 2009

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

Judge: Bruce I. Fox

Debtor's Counsel: Allen B. Dubroff
                  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 its 20 largest unsecured
creditors together with its petition.


MCCLATCHY CO: Will Suspend Paying Dividend to Preserve Cash
-----------------------------------------------------------
Kathy Shwiff at The Wall Street Journal reports that The McClatchy
Co. said that, to preserve cash for debt repayment, it will
suspend paying its quarterly dividend "for the foreseeable
future."

According to WSJ, much of McClatchy's debt comes from an ill-timed
deal to purchase most of publisher Knight Ridder Inc. in 2006.

McClatchy said 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.

McClatchy declared on Jan. 27, 2009, a quarterly cash dividend of
$.09 (nine cents) per share payable April 1, 2009, to stockholders
of record at the close of business on March 11, 2009.

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto Web site, cars.com, and the rental site, apartments.com.

At Sept. 28, 2008, The McClatchy Company's balance sheet showed
total assets of $3.65 billion, total liabilities of $3.27 billion
and stockholders' equity of about $380.00 million.  For three
months ended Sept. 28, 2008, the company reported net income of
$4.23 million compared with net loss of $1.34 billion for the same
period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Fitch Ratings has published a full 18-page report on The McClatchy
Company.  The report includes covenant descriptions, recovery and
pension analysis, an organizational debt diagram, changes to
revenue mix, and monthly revenue performance by element in
comparison to the industry.

McClatchy's ratings are: (i) issuer default rating 'B-'; (ii)
senior secured credit facility 'B+/RR2'; (iii) senior secured term
loan 'B+/RR2'; and (iv) senior unsecured notes/debentures
'CCC/RR6'.  The rating outlook is negative.  The company has
approximately $2.1 billion of debt outstanding.


MERITAGE HOMES: CEO Says 150 Shares Omitted in Previous Disclosure
------------------------------------------------------------------
Steven J. Hilton, chief executive officer and director of Meritage
Homes Corp., disclosed in a Form 5 filing with the Securities and
Exchange Commission that he may be deemed to own 1,849,204 shares
of the company's common stock after acquiring 150 shares at $16.48
per share on Aug. 29, 2007.

Mr. Hilton disclosed on a Form 4 filed on Aug. 30, 2007, the
acquisition of 1,500 shares at a price of $16.48.  Mr. Hilton
subsequently determined that the number of shares acquired was
1,650 at a price of $16.48.  The difference resulted from the
inadvertent omission of 150 shares from the original Form 4.  The
150 shares were also omitted from six Forms 4 filed by the
reporting person after his original Form 4 was filed.

The number of shares outstanding of Meritage Homes' common stock
as of Nov. 4, 2008, was 30,693,856.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.
The company was ranked by Builder magazine in 2007 as the 12th
largest homebuilder in the U.S. and ranked #803 on the 2008
Fortune 1000 list.

Meritage Homes has reported six consecutive quarterly net losses
beginning the second quarter ended June 30, 2007.

                          *     *     *

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings affirmed Meritage Homes Corporation's Issuer
Default Rating and outstanding debt ratings:

  -- IDR at 'B+';
  -- Senior unsecured debt at 'BB-/RR3';
  -- Senior subordinated debt at 'B-/RR6'.

Fitch said the rating outlook remains negative.


MORTGAGE LENDERS: Labor Department Says Plan Violates ERISA
-----------------------------------------------------------
The U.S. Department of Labor has objected to Mortgage Lenders
Network USA, Inc.'s First Amended Plan of Liquidation, contending
that the Plan, which is set for confirmation on Feb. 3, may let
the Debtors avoid health plan claims in violation of Title 1 of
the Employee Retirement Income Security Act of 1974 and because it
provides a release and exculpatory language for the Liquidating
Trustee and his agents which is contrary to law and public policy.

On Dec. 19, 2008, the U.S. Bankruptcy Code for the District of
Delaware approved the adequacy of Mortgage Lenders Network USA,
Inc.'s disclosure statement in support of its First Amended Plan
of Liquidation under Chapter 11 of the Bankruptcy Code.

As of its bankruptcy filing, the Debtor was the Plan Sponsor of
the Mortgage Lenders Network USA, Inc. Health Plan, an employee
benefit plan covered by ERISA.  The Health Plan's ongoing coverage
was terminated on or about Feb. 9, 2007.  The Debtor was the
Health Plan Administrator as of the petition date.

The total amount of unpaid medical claims incurred by participants
and beneficiaries in the Health Plan is at least $647,865.25.  The
Secretary of Labor filed a proof of claim for the benefit of the
participants and beneficiaries on or about June 25, 2007.  The
Secretary's claim asserts that all of the unpaid medical claims
are entitled to priority treatment pursuant to Sec. 507(a)(5) of
the Bankruptcy Code.

The Secretary of Labor offers its limited objection to ARTICLE
VIII, Section G of the Plan, which contain a release and
exculpatory language for all potential claims against "Liquidating
Trustee and his or her consultants, agents, advisors, attorneys,
accountants, financial advisors, other representatives and the
professionals engaged by the foregoing (collectively, "Indemnified
Parties") . . ."

Specifically, the language in the Plan release the Indemnified
Parties from all liability (other than liability arising from
gross negligence, fraud or willful misconduct) for all
"liabilities, losses, damages, claims, causes of action, costs and
expenses, including but not limited to attorneys' fees, arising
out of or due to their actions omissions, or consequences of such
actions or omissions, to the holders of Claims or Equity Interests
for any action or inaction taken in good faith in connection with
the performance or discharge of his or her duties under the Plan,
. . ."

The Secretary of Labor adds that:

  -- The Court lacks subject matter jurisdiction over any ERISA
     claims.

  -- Any release of the Potential ERISA Claims against the
     Indemnified Parties is void as a matter of law under Sec.
     410(a) of ERISA, 29 U.S.C. Sec. 1110(a).

  -- By explicitly excluding the Potential ERISA Claims from the
     release and exculpatory language, any ambiguity and future
     litigation costs can be easily avoided.

For the foregoing reasons, the Secretary requests that ARTICLE
VIII, Section G. of the Plan, be amended to add this provision:

     Nothing contained in this Plan, or any other document,
     shall be interpreted to release or limit in any manner
     any claim that any person may have under ERISA against
     any of the Indemnified Parties who might be liable under
     ERISA in connection with the Health Plan.

                          Plan Overview

MLN filed a plan of liquidation, which provides for the
distribution of the proceeds from the liquidation of its remaining
assets.

Pursuant to the Plan, the Debtor will be dissolved and all
existing interests in the Debtors, including all issued and
outstanding preferred and common stock, will be extinguished and
cancelled.  A Liquidating Trust will be established which will
become responsible for the liquidation of the estate and
distributions on claims.

       Classification and Treatment of Claims and Interests

Administrative claims, professional fee claims, and priority tax
claims are unclassified under the Plan, because they are
automatically entitled to the specific treatment provided for them
in the Bankruptcy Code.

Each Holder of an Allowed Administrative Claim shall receive,
without interest, Cash equal to the Allowed amount of such Claim.
Professional fees claims arising prior to the Plan's Effective
Date plus post-Effective Date fees shall be paid in full.
Priority Tax Claims shall be paid the Allowed amount of such
Allowed Priority Tax Claim without interest from the Petition
Date.

The Plan designates four (4) Classes of Claims and one Class of
Interests.

  Class                            Status       Voting Rights
  -----                            ------       -------------
Class 1 - Priority Claims        Impaired     Entitled to Vote

Class 2 - Secured Claims         Impaired     Entitled to Vote

Class 3 - General Unsecured      Impaired     Entitled to Vote
          Claims

Class 4 - Residential Funding    Impaired     Entitled to Vote.
          Company (RFC)
          Unsecured Claims

Class 5 - Equity Interests       Impaired     Deemed to Reject;
                                              Not Entitled to Vote

Allowed Priority Claims under Class 1 shall be paid in full as
soon as practicable following the later of: (a) the Plan's
Effective Date and (b) the date such Class 1 claim becomes an
Allowed Claim, in Cash.

Each Holder of a Class 2 Claim constitutes a separate subclass
under the Plan.  At the option of the Debtor or Liquidation
Trustee, as applicable, (i) each Holder of an Allowed Class 2(B)
Claim shall receive on the Plan's Effective Date or as soon
thereafter as practicable the proceeds from any sale of the
collateral securing such Claim in an amount equal to the value of
the Creditor's interest in the collateral securing such Claim, or
(ii) the collateral securing such Creditor's Claim shall be
abandoned to such Creditor.

Each Holder of an Allowed General Unsecured Claim under Class 3
shall receive a Pro Rata share of the Net Trust Assets plus the
Partial RFC Unsecured Claim Assignment until the Partial RFC
Unsecured Claim Assignment has been paid to Class 3 Claimants in
full, and then all such Claimants shall share Pro-Rata with the
Holder of RFC Unsecured Claim in the remaining Net Trust Assets.

Each Holder of an Allowed RFC Unsecured Claim under Class 4 shall
receive a Pro Rata share of the Net Trust Assets (with the Holders
of General unsecured Claims), after payment in full of the Partial
RFC Unsecured Claim Assignment to Holders of General Unsecured
Claims.

The value of the Trust Assets is not expected to be sufficient to
satisfy the Allowed Claims of Classes 1, 2, 3, and 4 in full.
Accordingly, there shall be no distribution on account of Class 5
Equity Interests.  Upon the Effective Date, the Equity Interests
will be deemed cancelled and will cease to exist.

Because Class 5 is deemed to reject the Plan by operation of law,
the Debtor will request the Bankruptcy Court to confirm the Plan
in accordance with Sec. 1129(b) of the Bankruptcy code.  Without
limiting the foregoing, in the event that any Class of Claims
entitled to vote on the Plan fails to accept the Plan as required
by Sec. 1129(a) of the Bankruptcy Code, the Plan may be amended
and, in any event, the Debtor reserves the right to seek
confirmation of the Plan over such rejection pursuant to Sec.
1129(b) of the Bankruptcy Code.

                     Means of Implementation

On or as soon as practical following the Plan's Effective Date,
the Claims Reserve Account shall be opened by the Liquidating
Trustee and funded with the Available Cash to the extent of any
unencumbered Cash, which funds shall constitute Trust Assets.
Thereafter, from time to time, upon receipt of any Liquidation
Proceeds or any Litigation Recovery, the Liquidating Trustee shall
deposit such funds into the Claims Reserve Account and shall
become part of the Trust Assets.

From and after the Effective Date the Liquidating Trust will be
managed and governed by the Liquidating Trustee, subject to the
reporting requirements and the directional authority of the Trust
Advisory Committee as set forth in the Liquidating Trust
Agreement.  The Liquidating Trust shall serve until the Trust
Assts have been fully distributed and a final decree is entered
closing the Chapter 11 Case.

A full-text copy of the Debtor's First Amended Liquidating Plan
under Chapter 11 of the Bankruptcy Code, dated Dec. 19, 2008, is
available for free at:

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

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
Chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.


MOUNT AIRY: Moody's Withdraws 'Caa3' Rating on Lack of Information
------------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Mount Airy #1,
LLC.  Moody's has withdrawn the company's ratings due to
inadequate information to maintain a rating.

These ratings are withdrawn:

  -- Corporate family rating at Caa3
  -- Probability of default rating at Caa3
  -- $15MM Sr. Secured Revolver at Caa3 (LGD 4, 51%)
  -- $275MM Sr. Secured Term Loan at Caa3 (LGD 4, 51%)

Moody's last rating action for Mount Airy occurred on October 21,
2008, when the company's corporate family, probability of default,
and secured term loan and revolver ratings were downgraded to Caa3
from Caa2, Caa1, and Caa1, respectively.

Mount Airy #1, LLC was formed in 2004 to construct and operate the
Mount Airy Casino Resort.  Mount Airy was awarded one of five
Category 2 slot machine licenses in Pennsylvania which allows for
a maximum of 5,000 slot machines.


NORTEL NETWORKS: Bookham Has $5,000,000 in Receivables
------------------------------------------------------
Bookham, Inc., reported revenue for the second quarter of fiscal
2009 of $50.2 million, compared with $66.5 million in the first
quarter of fiscal 2009, and $59.0 million in the second quarter of
fiscal 2008.  Bookham says revenues for the second quarter of
fiscal 2009 excluded (i) $4.1 million for products that were
shipped to Nortel Networks, a major customer, but for which
payment was not received prior to its bankruptcy filing on
January 14, 2009, and (ii) $1.3 million for products that were
shipped to a contract manufacturer for which payment may not be
received as a result of the Nortel Networks bankruptcy filing.  As
a result, an aggregate of $5.4 million in revenue has been
deferred, Bookham says.  Revenues for the second quarter of fiscal
2009 would have been $55.6 million if these revenues had not been
deferred.

Bookham, Inc. -- http://www.bookham.com-- provides high
performance optical products, spanning from components to advanced
subsystems.

                        About Nortel Networks

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

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

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

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

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

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

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

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


NOVELIS INC: Fitch Downgrades Issuer Default Rating to 'B-'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of Novelis Inc. and its subsidiary
Novelis Corp.:

NVL:

  -- IDR to 'B-' from 'B';

  -- Senior secured asset-based revolver to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured term loan to 'BB-/RR1' from 'BB/RR1';

  -- Senior unsecured notes to 'CCC/RR5' from 'B/RR4'.

Novelis Corp.:

  -- IDR to 'B-' from 'B';

  -- Senior secured asset-based revolver to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured term loan to 'BB-/RR1' from 'BB/RR1'.

The Rating Outlook is Negative. Additionally, Fitch has withdrawn
all of the existing ratings of NVL and Novelis Corp.

The rating downgrades and Negative Outlook reflect the continued
accounting issues, growing pension liability and weak operating
performance of NVL due in part to the past adverse impacts from
contractual price ceilings and significant increases in raw
material and energy costs that has affected the company's ability
to recover costs.  The operational issues have resulted in greater
pressure to its credit metrics.  Accordingly, NVL experienced a
free cash flow deficit for the first half of FY2009 of
$371 million.  Fitch notes that the remaining contracts with price
ceilings will expire by the end of 2009.

While lower raw material and energy costs will benefit the company
longer-term, the severe market downturn has materially affected
NVL's end market segments, particularly transportation,
construction and industrials thus creating significant uncertainty
as the demand outlook weakens.  As a result, Fitch expects the
current challenging market environment will require NVL to take
significant steps in restructuring the business to adjust
production levels, remove costs and improve efficiencies.  NVL's
can business has maintained continued demand in North America,
which Fitch expects to show more resiliency than other end market
segments in the current economic environment.

NVL's liquidity remains pressured due to the free cash flow
deficit in the first half of FY2009.  NVL has a senior secured
credit facility that consists of a seven-year $960 million term
loan facility that matures in 2014 and a five-year $800 million
asset based revolver that matures in 2012.  As of Sept. 30, 2008,
NVL had borrowings of $351 million including $258 million drawn on
its revolver in the first half of FY2009 as a result of greater
working capital requirements.  In addition, since NVL's fixed
charge coverage ratio is less than 1.0 times, as a result NVL's
borrowing availability is limited to 90% of the available
borrowing base to avoid potential default of its financial
covenants.  This results in a reduction of availability under the
revolver of $80 million, leaving $364 million in remaining
availability.  With $219 million in cash and cash equivalent,
NVL's estimated liquidity has declined 31% to $583 million since
the beginning of FY2009. Positively, NVL has limited maturities
over the next three years.


NPS PHARMACEUTICALS: Board Committee Grants Options to 3 Officers
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of NPS
Pharmaceuticals, Inc., approved on January 20, 2009, one-time
grants of service-based and performance-based options under the
NPS 1998 Stock Option Plan to the Chief Executive Officer and
certain of the company's 2008 Named Executive Officers:

                                    Service-  Performance-
                                    Based     Based
   Name                 Title       Options   Options       Total
   ----                 -----       --------  ------------  -----
   Francois Nader, MD   President   142,500      231,563  374,063
                        and CEO

   Luke Beshar          Senior       45,000       73,125  118,125
                        VP and
                        CFO

   Andrew Rackear       Senior       45,000       73,125  118,125
                        VP and
                        General
                        Counsel

Dr. Nader's 142,500 Service-Based Options includes the 90,000
options granted to him in 2009 pursuant to the terms of his
employment agreement.

The service-based options vest and become exercisable 25% on the
first anniversary of the date of grant and 6.25% every three
months thereafter.  The performance-based options vest 50% on the
second anniversary of the date of grant and 50% on the third
anniversary of the date of grant, with the actual number of
options vesting on such dates determined based on the performance
of NPS common stock relative to the performance of stock
comprising a selected market index.

The three officers filed separated Form 4s on January 22, 2009,
with the Securities and Exchange Commission relating to the
options granted to them.

The Compensation Committee also approved amendments to Dr. Nader's
employment agreement that (i) provided that Dr. Nader's annual
award of 90,000 options would be granted on an annual basis rather
than quarterly, and (ii) were required to comply with Section 409A
of the Internal Revenue Code of 1986, as amended, or to qualify
for an exemption thereunder.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $201.9 million, total liabilities of $409.8 million, resulting
in a stockholders' deficit of about $207.9 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $11.3 million compared with net loss of $14.0 million for
the same period in the previous year.  For nine months ended Sept.
30, the company posted net loss of $23.2 million compared with net
loss of $21.8 million for the same period in the previous year.


NPS PHARMACEUTICALS: Biotechnology No Longer Holds Equity Stake
---------------------------------------------------------------
Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P.,
BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P.,
and BVF Inc. disclosed that as of December 31, 2008, they no
longer beneficially own any shares of NPS Pharmaceuticals, Inc.'s
common stock.

As reported by the Troubled Company Reporter on October 24, 2008,
BVF Partners L.P. and BVF, Inc., disclosed in a Securities and
Exchange Commission filing that as of Oct. 14, 2008, they may each
be deemed to beneficially own 2,207,215 shares of NPS
Pharmaceuticals' common stock, representing 4.67% of the
47,227,375 shares issued and outstanding.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $201.9 million, total liabilities of $409.8 million, resulting
in a stockholders' deficit of about $207.9 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $11.3 million compared with net loss of $14.0 million for
the same period in the previous year.  For nine months ended Sept.
30, the company posted net loss of $23.2 million compared with net
loss of $21.8 million for the same period in the previous year.


PARALLEL PETROLEUM: S&P Affirms 'B' Rating; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions were all on speculative-grade companies.  Key
factors behind these rating actions were liquidity and financial
performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


PETROLEUM DEVELOPMENT: S&P Affirms 'B' Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


PETROQUEST ENERGY: S&P Cuts Rating to 'B-'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


PICTURE FACTORY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Picture Factory, Inc.
        2320 Vanderbilt Beach Rd.
        Naples, FL 34109
        Tel: (239) 592-1966
        Fax: (239) 594-2817

Bankruptcy Case No.: 09-00524

Chapter 11 Petition Date: January 14, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Company Description: The Debtor is engaged in the sale of pictures
                     and wall art, original oils, custom frames,
                     mirrors, silk trees & plants, accent
                     furniture, lamps, sculptures, pottery, and
                     accessories.
                     See: http://www.thepicturefactory.com

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

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

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

The petition was signed by Steve Ciskie, president of the company.

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


PILGRIM'S PRIDE: Court Approves Don Jackson as President and CEO
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas has approved Pilgrim's Pride Corporation's hiring of Don
Jackson as president and chief executive officer.  Dr. Jackson had
joined the company on an interim basis last month.  Prior to
accepting his position with Pilgrim's Pride, he served as
president of Foster Farms' poultry division, a leading poultry
producer on the West Coast.

                     About Pilgrim's Pride

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

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  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)


PRIMEDIA INC: Moody's Affirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed all ratings of PRIMEDIA
Inc., including its Ba3 Corporate Family rating while changing the
rating outlook to negative.  Details of the rating action are:

Ratings affirmed:

  * Corporate Family rating -- Ba3

  * Probability of Default rating -- B1

  * $100 million senior secured revolving credit facility due 2013
    -- Ba3, LGD3, 35%

  * $248 million senior secured term loan B due 2014 -- Ba3, LGD3,
    35%

  * Speculative Grade Liquidity rating -- SGL-2

The rating outlook is changed to negative from stable.

The change in rating outlook to negative reflects Moody's concern
that PRIMEDIA will continue to face challenging market conditions,
especially in its new homes and distribution business segments
(which reported sales declines of 29% and 9% respectively in
Q308).  Additionally, the negative outlook constitutes Moody's
view that a continuation of weak market conditions may challenge
the company's ability to reduce leverage over the near term, below
the 4.5 times debt to EBITDA target set by Moody's.

PRIMEDIA's Ba3 CFR continues to reflect the company's relatively
high leverage, its vulnerability to customer spending on its
consumer guides, and continued weakening in the performance of its
new homes and distribution businesses.  The rating is supported by
the reputation of its flagship property (The Apartment Guide), the
defensibility of its niche consumer guide business model, the
continuing (albeit low single digit) growth of its apartment guide
business (which represents the largest contributor to sales and
EBITDA), its large and geographically diverse customer base, and a
good liquidity profile (as underscored by Moody's affirmation of
PRIMEDIA's SGL-2 speculative grade liquidity rating).

The last rating action occurred on July 11, 2007, when Moody's
upgraded PRIMEDIA's CFR to Ba3.

PRIMEDIA'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 the competitive position of the company
versus others in its industry, ii) the capital structure and the
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance of risk.
These attributes were compared against other issuers both within
and outside of PRIMEDIA's core industry and PRIMEDIA's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Norcross, Georgia, PRIMEDIA reported sales of
approximately $310 million for the LTM period September 30, 2008.


QIMONDA AG: Owes Winbond $28.1 Million in Accounts Receivable
-------------------------------------------------------------
Kevin Chen at Taipei Times reports that computer memory chipmaker
Winbond Electronics Corp said that it had $28.1 million in unpaid
accounts receivable from Qimonda AG.

Winbond Electronics said in a statement that it would stop
shipments to Qimonda and seek ways to mitigate the damage after
that company's filing for insolvency protection on Friday.
Winbond Electronics said, "As of today, the unpaid accounts
receivable for DRAM wafers shipped to Qimonda are about
NT$950 million.  In regard to the 16,000 wafers shipped to Qimonda
per month, Winbond will adopt a strategy of direct selling to deal
with the contingency."

According to Taipei Times, Winbond Electronics said that it would
maintain contact with Qimonda and keep track of related
information in the coming weeks.

         Qimonda Owes NT$3.4 Billion to Inotera Memories

Inotera Memories Inc. said in a statement that its unpaid accounts
receivable for DRAM wafers shipped to Qimonda were NT$3.4 billion.

Inotera Memories, Taipei Times relates, said that there were wafer
inventories that were intended for future shipment to Qimonda, but
it had decided to discontinue wafer starts and shipments to that
company.

                          About Qimonda

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

As reported by the Troubled Company Reporter on Jan. 26, 2009,
Qimonda AG and Qimonda Dresden OHG filed an application with the
local court in Munich, Germany, on January 23, 2009, to open
insolvency proceedings.  Their goal is to reorganize the companies
as part of the ongoing restructuring program.


QUICKSILVER RESOURCES: S&P Upgrades Rating to 'B+'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


RANGE RESOURCES: S&P Affirms 'BB' Rating; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


REED WOITH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Reed J. Woith
        Constance D Woith
        5321 Woodland Ave.
        Western Springs, IL 60558

Bankruptcy Case No.: 09-02179

Chapter 11 Petition Date: January 26, 2009

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Arthur P. Sanderman, Esq.
                  apslaw@netscape.net
                  1935 S Plum Grove Rd., #120
                  Palatine, IL 60067
                  Tel: (847) 991-6092
                  Fax: (847) 991-6193

Estimated Assets: unstated

Estimated Debts: unstated

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


REGAL ENTERTAINMENT: S&P Retains Negative Watch on 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Regal
Entertainment Group and operating subsidiary Regal Cinemas Corp.,
including the 'BB-' corporate credit rating, remain on CreditWatch
with negative implications, where S&P initially placed them on
Nov. 19, 2008.  (Standard & Poor's analyzes parent holding company
Regal Entertainment and Regal Cinemas on a consolidated basis.)

"The ratings remain on CreditWatch because of our concern
regarding the company's higher debt leverage for the 'BB-'
corporate credit rating," said Standard & Poor's credit analyst
Jeanne Mathewson.

At Sept. 25, 2008, lease-adjusted debt to EBITDA (pro forma for
the acquisition of Consolidated Theaters and the NCM Inc.
transaction) was high, at nearly 6.00x -- above S&P's 5.75x
threshold for a 'BB-' rating.

In resolving the CreditWatch listing, S&P will meet with Regal's
management team to reassess its business outlook and review its
plan for addressing leverage.  S&P could lower the rating if its
analysis suggests that leverage will remain elevated, especially
in light of S&P's concerns about intermediate-term financial and
economic challenges.


REGINALD DRAKEFORD: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Reginald L. Drakeford, Sr.
        11105 Sun Valley Dr.
        Oakland, CA 94605

Bankruptcy Case No.: 09-40272

Chapter 11 Petition Date: January 15, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Robert A. Ward, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin St. #301
                  Oakland, CA 94612
                  Tel: (510) 839-5333
                  Email: paralegalrobin@aol.com

Estimated Assets: Undisclosed

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

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

The petition was signed by Reginald L. Drakeford, Sr.


RESTITUTO TIGLAO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Restituto M. Tiglao
        Rosemia S. Tiglao
        5124 N. First Street
        San Jose, CA 95112

Bankruptcy Case No.: 09-50255

Chapter 11 Petition Date: January 16, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Lars T. Fuller, Esq.
                  The Fuller Law Firm
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408) 295-5595
                  Email: Fullerlawfirmecf@aol.com

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

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

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/canb09-50255.pdf

The petition was signed by Restituto M. Tiglao and Rosemia S.
Tiglao.


RIVERTOWN INVESTMENTS: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------------
James Schlett at Gazette Reporter states that the Hon. Robert
Littlefield of the U.S. Bankruptcy Court for the Northern District
of New York has dismissed the Chapter 11 bankruptcy case of
Rivertown Investments and its real estate holding company,
Momentum Properties.

Gazette Reporter says that U.S. Trustee Kevin Purcell had asked
the Court to dismiss Rivertown Investments' bankruptcy case.  The
report states that Mr. Purcell accused Rivertown Investments owner
Geoffrey Goldman of "systematic gross mismanagement."  Citing Mr.
Purcell, the report says that Mr. Goldman's let his wife live
rent-free in a home Momentum owns in Ridgewood, New Jersey, and
his acceptance of rental payments from another tenant through his
personal Pay Pal account.  Rivertown improperly recorded deeds
transactions and posed "significant risk to the public and
estate," as Rivertown Investments' properties doesn't have
insurance, the report states, citing Mr. Purcell.

Mr. Purcell said in court documents that the liquidation of
Rivertown Investments and Momentum Properties would likely only
pay secured creditors and some real estate taxes.

According to Gazette Reporter, the dismissal of the case has
dimmed hopes that dozens of Northeast residents who entered lease
buy-back agreements will be able to keep their homes.  Rivertown
Investments, says the report, had offered since 2002 the lease
buy-back agreements, which it said afforded homeowners the time to
reorganize their financial affairs so they could repurchase their
homes.

Rivertown Investments filed for Chapter 11 protection, hoping to
use the bankruptcy system to facilitate the re-sale of homes to
people who sold those properties to the company and continued
living in them as tenants, Gazette Reporter states.  Court
documents say that Rivertown Investments listed over 40 lease buy-
back agreements in New York, New Jersey, and Pennsylvania.

Citing Rivertown Investments attorney Justin Heller, Gazette
Reporter says that the company would have difficulties negotiating
mortgage deals with national banks, but some tenants could strike
deals for their homes.  "It [tge Chapter 11 case] would have
forced the mortgage holders into the process," the report quoted
Mr. Heller as saying.

Rivertown Investments, LLC, filed for Chapter 11 bankruptcy
protection on Dec. 16, 2008 (Bankr. N.D. N.Y. Case No. 08-14187).
Rivertown Investments and its real estate holding company,
Momentum Properties, cited an aggregate $15.6 million in assets
and $16.3 million in debts.


RLC INDUSTRIES: S&P Keeps 'BB' Corp. Credit Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Dillard, Oregon-based RLC Industries Co. to negative
from stable.  At the same time, Standard & Poor's affirmed its
'BB' corporate credit rating on the company.

"The outlook revision reflects our assessment that weak end-market
demand, a trend S&P expects to continue in the near term, will
likely result in a greater-than-expected deterioration in credit
measures from previously expected levels," said Standard & Poor's
credit analyst Andy Sookram.  As a result, it is S&P's view that
the company's total debt to EBITDA could reach the 5.5x-6x range
during the next several quarters, a level that S&P would consider
to be weak for the current rating.  In addition, while S&P expects
the covenant cushion under the company's bank facility to decline
due to weaker earnings, S&P believes management will take the
necessary steps to ensure this cushion remains adequate,
specifically about 15% cushion, so as to not require a waiver or
amendment from lenders.

The rating on RLC reflects continuing weakness in the housing
markets and the company's participation in the cyclical and
fragmented wood products industry. The company's valuable
timberland holdings; modern, large-scale facilities; and
meaningful vertical integration partially offset these factors.

Privately held RLC manufactures commodity and value-added wood
products, such as plywood, particleboard, and engineered wood
products at several locations.  Although the long-term trend for
U.S. residential construction remains positive, wood products
demand has declined significantly with the downturn in housing
starts, and prices for most products are well below the peak
levels of 2004.  In addition, the recent decline in commercial
construction has led to lower demand for wood products such as
plywood.

RLC is the largest particleboard manufacturer in the U.S. in terms
of market share.  It is also a major player in the value-added
engineered wood products market, where the ongoing weakness in the
housing market has materially affected end-market demand.  RLC
owns and manages about 630,000 acres of premium species timberland
in Oregon and California, which supply slightly more than 50% of
its internal log requirements.  The company is much smaller and
has less geographic diversity than some of its leading rivals.
Still, it maintains a competitive manufacturing cost position
stemming from economies of scale at its large facilities and from
ongoing cost-reduction initiatives.  In addition, RLC's "hub"
concept -- several manufacturing facilities producing multiple
wood products, surrounded by the company's own timberlands --
minimizes distribution costs and allows the company to optimize
timber processing and transportation logistics and to be the
single provider of various products to customers.

Selling prices for certain major products, such as plywood and
lumber, are highly volatile, although the company's earnings
benefit from some product diversity, a growing percent of value-
added products, and fairly stable pulp chip and log margins.  As a
result of the volatility, RLC's operating margins are subject to
wide cyclical swings, ranging from 6% to 24% during the past six
years.  The operating margin declined to 6.3% for the 12 months
ended Sept. 30, 2008, from 12.7% for the prior-year period because
of the continued weakness in the housing market that led to lower
sales prices and volumes, a trend S&P expects to continue in the
near term, leading to further erosion in credit measures.  As
such, S&P expects margins to average between 5% and 6% over the
next several quarters.  However, S&P believes earnings should
improve meaningfully when housing recovers and the company
benefits from its initiatives to improve operating performance and
expand its value-added product offerings.

The negative outlook reflects S&P's expectation that as a result
of the expected continued weakness in the housing market and
weakening commercial construction end-market, the company's
earnings and cash flow could be lower over the next several
quarters, resulting in credit measures that S&P would consider to
be weak for the current rating, including operating margins
averaging between 5% and 6% and debt to EBITDA in the 5.5x to 6x
range.  A lower rating could occur if, as a result of weaker-than-
expected market conditions, credit measures deteriorate more than
expected.  Specifically, if operating margins fall to less than 5%
and leverage increases to more than 6x on a sustained basis.  In
addition, S&P could lower the rating if the cushion under the
company's bank facility covenants falls to less than 15%.  An
outlook revision to stable seems less likely in the near term
given the challenging market conditions and would not be
considered until a sustained stabilization of operating conditions
is evident.


ROYCE IN'T: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Royce International Investment Co.
        62nd Street and Van Burren
        Thermal, CA 92274

Bankruptcy Case No.: 09-11224

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: January 26, 2009

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Daniel J. McCarthy, Esq.
                  dmccarthy@hillfarrer.com
                  Hill Farrer & Burrill LLP
                  300 S Grand Ave., 37th Fl.
                  Los Angeles, CA 90071
                  Tel: (213) 621-0802

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
American Integrated Services                     $685,594
PO Box 92316
Long Beach, CA 90809

Tetra Tech                                       $238,181
811 Palm Street
San Luis Obispo, CA 93401

Earth Systems                                    $21,000
79-811B Country Club Drive
Bermuda Dunes, CA 92203

TKD Assoc.                                       $7,261

The petition was signed by Michael G. LaMelza, president.


SEALY CORPORATION: Moody's Downgrades Corporate Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded all of Sealy Corporation's
ratings by one notch (corporate family and probability of default
to B2, first lien credit facility to Ba3 and subordinated notes to
Caa1) following the recent announcement that Q4 operating results
were significantly weaker then expected.  At the same time,
Moody's assigned an SGL 3 liquidity rating to Sealy.  The ratings
outlook remains negative.

Fourth quarter results were significantly below Moody's
expectations.  While Moody's expected revenue to significantly
decrease in the quarter, the decrease exceeded Moody's
expectations and Moody's did not expect a net loss or essentially
breakeven operating cash flow.

"Moody's believes that the deepening recession will continue to
strain discretionary consumer spending in 2009, especially in the
first half of the year, resulting in expected continued weak
operating performance" said Kevin Cassidy, Senior Credit Officer
at Moody's Investors Service.

The downgrade of the corporate family rating and probability of
default rating to B2 from B1 reflects Moody's concern about the
company's ability to generate sufficient cash flow to meaningfully
reduce leverage in 2009.  The downgrade also reflects Moody's view
that Sealy's credit metrics will not recover to previous levels in
the next year or two.

The SGL 3 rating reflects Moody's view that Sealy has an adequate
liquidity profile highlighted by the recent amendment of its
revolving credit facility, its historically good operating cash
flow, not withstanding the severe cash flow contraction in Q4
2008, and availability under its revolver.  Sealy's liquidity
profile is constrained by the near term maturity of its revolver
in January 2010, which currently has around $40 million
outstanding and the possibility that covenants could get tight if
profitability were to continue to deteriorate.

The ratings outlook remains negative principally due to the
extreme uncertainty in consumer spending, which is raising doubts
about the company's ability to return its operating performance to
historical means.

Ratings downgraded/assessments revised:

  -- Corporate family rating to B2 from B1;

  -- Probability of default rating to B2 from B1;

  -- $300 million senior secured term loan due August 2011 to Ba3
     (LGD 2, 28%) from Ba2 (LGD 2, 25%);

  -- $140 million senior secured term loan due August 2012 to Ba3
     (LGD 2, 28%) from Ba2 (LGD 2, 25%);

  -- $125 million senior secured revolving credit facility due
     January 2010 to Ba3 (LGD 2, 28%) from Ba2 (LGD 2, 25%);

  -- $390 million senior subordinated notes due 2014 to Caa1 (LGD
     5 83%) from B2 (LGD 5 81%)

Rating assigned:

  -- Speculative grade liquidity rating at SGL 3

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  Net
sales for the year ended November 2008 approximated $1.5 billion.
The last rating action was on October 23, 2008, where Moody's
downgraded all ratings one notch due to expected operating
performance difficulties and kept the ratings outlook negative.


SMURFIT-STONE: Receives Approval for Critical First Day Motions
---------------------------------------------------------------
Smurfit-Stone Container Corporation said the U.S. Bankruptcy Court
in Wilmington, Delaware, has granted the relief the Company
requested in its "First Day Motions" filed in conjunction with its
voluntary filing for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The court issued a variety of orders on either a final or interim
basis that will ensure that Smurfit-Stone continues to operate in
a "business as usual" mode throughout the reorganization process.
The Company's Canadian subsidiaries have received similar relief
under the Companies' Creditors Arrangement Act (CCAA) from the
Ontario Superior Court of Justice.

Smurfit-Stone has now received court authorization to, among other
things:

    -- Utilize up to $550 million of the Company's new
       $750 million debtor-in-possession credit facility on an
       interim basis.  As customary, a hearing at which the
       Company will seek final court approval for the full amount
       of the DIP facility and other First Day Motions has been
       scheduled for February 23, 2009.

    -- Provide employee wages, reimbursements, health care
       coverage, vacation, sick leave and similar benefits without
       interruption;

    -- Honor customer obligations; and,

    -- Ensure the continuation of the Company's cash management
       systems and other business operations.

Patrick J. Moore, chairman and CEO, said, "The authorization we
received from the court is an important and positive first step in
our reorganization and allows us to operate in a business as usual
mode.  We are focused on providing our customers with quality
goods and services.  Smurfit-Stone intends to pay vendors in the
ordinary course under existing terms for all goods and services
received after the filing date.  We are moving forward to
restructure our debt and develop a capital structure more suited
to support our long-term growth and profitability."

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and $5.582
billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Moody's Downgrades Corp. Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Smurfit-Stone Container Enterprises, Inc. to Ca from Caa2 and
the probability of default rating to D from Caa2.  This concludes
the review for possible downgrade initiated on December 23, 2008
and continued on January 15, 2009.

The downgrade follows the January 26, 2009 announcement that
Smurfit-Stone Container Corporation and its U.S. and Canadian
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 in the U.S. Bankruptcy Court in Wilmington,
Delaware.  The Canadian subsidiaries will also file to reorganize
under the Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice in Canada.  The company plans to
restructure its debt as its normal day-to-day operations will
continue without interruption.  The company also announced that,
pending Court approval, it has received commitments for up to
$750 million in debtor-in-possession financing to fund continuing
operations.

Subsequent to the actions, all ratings of SSCE will be withdrawn.

Moody's last rating action was on January 15, 2009 when SSCE's CFR
rating was lowered to Caa2 from B3 and placed under review for
possible further downgrade.

Downgrades:

Issuer: Smurfit-Stone Container Enterprises, Inc.

  -- Corporate family rating, downgraded to Ca from Caa2

  -- Probability of default rating, downgraded to D from Caa2

  -- Senior secured term loan B, downgraded to B3 (LGD2, 15%) from
     B1 (LGD2, 14%)

  -- Senior secured term loan C, downgraded to B3 (LGD2, 15%) from
     B1 (LGD2, 14%)

  -- Senior secured bank credit facility, downgraded to B3 (LGD2,
     15%) from B1 (LGD2, 14%)

  -- Senior unsecured notes, downgraded to Ca (LGD4, 69%) from
     Caa3 (LGD4, 68%)

Issuer: Smurfit-Stone Container Canada, Inc.:

  -- Backed senior secured term loan C, downgraded to B3 (LGD2,
     15%) from B1 (LGD2, 14%)

Issuer: Stone Container Finance Company of Canada:

  -- Backed senior unsecured, downgraded to Ca (LGD4, 69%) from
     Caa3 (LGD4, 68%)

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation is a publicly traded holding company that operates
through a wholly-owned subsidiary company, Smurfit-Stone Container
Enterprises, Inc.  The company is an integrated producer of
containerboard and corrugated containers (paper-based industrial
packaging) and is a large collector, marketer, and exporter of
recycled fiber.  The company also produces market pulp, kraft
paper and boxboard.


SMURFIT-STONE CONTAINER: Chapter 11 Cues Fitch's 'D' Rating
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings of Smurfit-Stone
Container Corporation:

  -- Issuer Default Rating to 'D' from 'C';
  -- Secured bank debt to 'CCC/RR2' from 'CCC/RR1';
  -- Senior unsecured debt to 'C/RR6' from 'C/RR4'.

The preferred stock rating remains at 'C/RR6'.

The ratings downgrades have been prompted by voluntary bankruptcy
filing under Chapter 11 by SSCC and its subsidiaries as well as
filings by the company's Canadian subsidiaries under the Creditors
Arrangement Act.  Approximately $1.270 billion in secured debt and
$2.275 billion in unsecured debt is affected.  SSCC has obtained
commitments for $750 million of debtor-in-possession financing not
currently rated by Fitch, of which approximately $400 million will
be used to refinance off-balance sheet accounts receivable
securitizations and $350 million of which will be used to finance
ongoing operations.  The change in the secured and the unsecured
Recovery Ratings of SSCC reflect the inclusion of the incremental
funding in the DIP facility and a revision to the estimated
liquidation values of certain assets.

SSCC is a key North American producer in the corrugated box
markets with 14 paper mills and 122 corrugated container plants.
The company produces 7 million tons annually of containerboard and
sells more than 70 billion square feet of boxes to home appliance,
beverage, food, pharmaceutical, computer, machinery and furniture
manufacturers.


SMURFIT-STONE CONTAINER: Chapter 11 Filing Cues S&P's 'D' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Smurfit-Stone Container Corp. and
subsidiaries to 'D' from 'CCC'.  S&P also lowered all of its
issue-level ratings on the company and its subsidiaries to 'D'.

The downgrade follows Smurfit-Stone's announcement that the
company and its U.S. and Canadian subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court and under the companies' Creditors
Arrangement Act in Canada.

Pending further information from the bankruptcy proceedings, the
recovery ratings on the company's senior secured debt remain at
'2', indicating S&P's expectations for substantial (70% to 90%)
recovery, and remain at '6' on the company's senior unsecured
debt, indicating S&P's expectations for negligible (0% to 15%)
recovery.

The company also announced that, pending court approval, it has
received commitments for up to $750 million in debtor-in-
possession financing to fund continuing operations, including
payment of employee wages and benefits in the ordinary course and
payment of post-petition obligations to vendors under existing
terms.


STAN LEE MEDIA: Court Says Founders Unlawfully Took Assets
----------------------------------------------------------
Judge Stephen V. Wilson of the United States District Court in
California yesterday ruled that Stan Lee and Arthur Lieberman
violated both the bankruptcy laws of the United States and the
Orders of a Federal Bankruptcy Judge when they unlawfully
transferred to POW and themselves assets belonging to Stan Lee
Media Inc.

Stan Lee, Arthur Lieberman and Marvel enterprises are being sued
for looting the Estate of Stan Lee Media, Inc. in Chapter 11
Bankruptcy protection from 2001-2006.  Martin Garbus, Esq., on
behalf of shareholders of SLMI filed a Shareholder Derivative
action on January 26, 2009, in Manhattan federal court claiming
50% percent ownership in such mega-popular Super Hero
entertainment franchises as Spider Man, Iron Man and the X-Men.

The order places at issue all of the highly publicized ventures
that QED, and its publicly traded parent POW Entertainment,
announced in jointly exploiting Stan Lee Media Estate assets
including The Drifter and The Accuser with Liberty Media, IDT,
Sprint Mobile, Vidiator, and the Disney Company, among others.
Announcements regarding these relationships based on the assets
looted from Stan Lee Media, Inc., were used to promote the
publicly traded stock of POW Entertainment.

This is an extraordinarily victory for the shareholders of Stan
lee Media.  If the Court further agrees with the shareholders of
SLMI, they will be entitled not only to recover $1 billion plus
but also a 50% interest in the future profits that Marvel makes
from the Marvel characters created by Stan Lee.

To interview SLMI lawyer contact Martin Garbus at 646-515-2593.

To obtain background materials on the decision and yesterday's
suit contact Burson-Marsteller:

     Paul Rodriguez
     Tel: (202) 530-4581
     Email: paul.rodriguez@bm.com

     -- or --

     Catherine Hill
     Tel: (202) 530-4546
     Email: Catherine.hill@bm.com

SLMI was placed into Chapter 11 Reorganization in bankruptcy by
Stan Lee in 2001 after the dot-com bust and emerged in November
2006, beginning a titanic battle between shareholders and the
company's founder, Mr. Lee.


STAR TRIBUNE: Section 341(a) Meeting Scheduled for March 30
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Star Tribune Company and Star Tribune Holdings Corporation on
March 30, 2009, at 2:30 p.m., in the Office of the United States
Trustee at 80 Broad Street, 4th Floor in New York.

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

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

                        About Star Tribune

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


STONE ENERGY: S&P Cuts Rating to 'B'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


SUN-TIMES MEDIA: DKCM, et. al., Disclose 5.1% Equity Stake
----------------------------------------------------------
In a filing with the Securities and Exchange Commission, various
entities disclosed that they may be deemed to beneficially own
shares of Sun-Times Media Group, Inc.'s Class A common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Davidson Kempner Partners                   626,866        0.8%

Davidson Kempner Institutional
Partners, L.P.                            1,358,259        1.7%

M.H. Davidson & Co.                         112,203        0.1%

Davidson Kempner International, Ltd.      2,415,017        2.9%

Davidson Kempner Distressed
Opportunities Fund LP                        94,990        0.1%

Davidson Kempner Distressed
Opportunities International Ltd.            250,738        0.3%

Davidson Kempner Event Driven
Equities Fund LP                                  0          0

Davidson Kempner Event Driven
Equities International Ltd.                       0          0

MHD Management Co.                          626,866        0.8%

Davidson Kempner Advisers Inc.            1,358,259        1.7%

Davidson Kempner International
Advisors, L.L.C.                          2,415,017        2.9%

DK Group LLC                                 94,990        0.1%

DK Management Partners LP                   250,738        0.3%

DK Stillwater GP LLC                        250,738        0.3%

Thomas L. Kempner, Jr.                    4,858,073        5.9%

Marvin H. Davidson                        4,858,073        5.9%

Stephen M. Dowicz                         4,858,073        5.9%

Scott E. Davidson                         4,858,073        5.9%

Michael J. Leffell                        4,858,073        5.9%

Timothy I. Levart                         4,858,073        5.9%

Robert J. Brivio, Jr.                     4,858,073        5.9%

Eric P. Epstein                           4,858,073        5.9%

Anthony A. Yoseloff                       4,858,073        5.9%

Avram Z. Friedman                         4,858,073        5.9%

Conor Bastable                            4,858,073        5.9%


The number of shares outstanding of Sun-Times Media Group, Inc.'s
Class A common stock as of Oct. 31, 2008, was 82,312,709.

A full-text copy of Sun-Times Media Group, Inc.'s Schedule 13D is
available for free at: http://ResearchArchives.com/t/s?38ab

Additionally, Davidson Kempner Capital Management LLC issued a
press release disclosing that, in connection with the Consent
Solicitation, it had received and delivered to the offices of the
company's registered agent in Delaware the required number of
written consents to reconstitute the board of directors of the
company.  The consents approve the proposals of DKCM and certain
of its affiliated entities and persons to, among other things,
remove each member of the existing Board other than Robert B.
Poile and appoint to the board each of Jeremy L. Halbreich,
Michael E. Katzenstein and Robert A. Schmitz.

                         Statement of DKCM

Davidson Kempner Capital Management LLC, a stockholder of Sun-
Times Media, has received and delivered to the registered agent of
Sun-Times in Delaware the required number of consents to
reconstitute the Sun-Times board of directors.

Upon delivery of consents from holders representing a majority of
the outstanding shares of Sun-Times, the nominees proposed by
Davidson Kempner -- Jeremy L. Halbreich, Robert A. Schmitz, and
Michael E. Katzenstein -- will join Robert B. Poile as the
reconstituted board of directors of Sun-Times. Concurrently with
the delivery of such consents, the present directors of Sun-Times,
with the exception of Robert B. Poile, will be removed.

Davidson Kempner stated, "Through the provision of these consents,
the stockholders have made clear their desire and support for a
board of directors that is made up of professionals experienced in
publishing and restructuring. Given the operating and financial
challenges before Sun-Times, we believe that the reconstituted
board has the better potential to guide and lead Sun-Times."

While Davidson Kempner has delivered sufficient consents for the
Sun-Times board of directors to be reconstituted, it recommends
that stockholders who have not yet provided their consents
continue to submit their WHITE consent cards until Sun-Times
acknowledges the conclusion of the consent solicitation process.

If stockholders have any questions, or need assistance in
providing their consent, please call Innisfree M&A Incorporated
toll-free at (888) 750-5834. (Banks and brokers may call collect
at (212) 750-5833.)

                  About Sun-Times Media Group Inc.

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN)
-- http://www.thesuntimesgroup.com/-- is a newspaper publisher.
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities throughout the Chicago area.

The Troubled company Reporter reported on Aug. 14, 2008, that at
June 30, 2008, Sun-Times Media Group Inc.'s consolidated balance
sheet showed $721.2 million in total assets and $870.8 million in
total liabilities, resulting in a roughly $149.5 million
stockholders' deficit.  The company reported a net loss in the
second quarter of 2008 of $37.8 million, versus net income of
$528.0 million in the same period in 2007.

On Aug. 1, 2007, Hollinger Inc. -- http://www.hollingerinc.com/--
which owns approximately 70.0% voting and 19.7% equity interest in
Sun-Times Media Group Inc., along with two affiliates, 4322525
Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled company Reporter on Nov. 26, 2008,
Sun-Times Media Group, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

Sun-Times Media reported a net loss in the third quarter ended
Sept. 30, 2008, of $168.8 million compared with a loss of
$192.4 million in the same period in 2007.

                            *    *    *

The Troubled Company Reporter said on Nov. 26, 2008, that Sun-
Times Media Group, Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.


SWIFT ENERGY: S&P Upgrades Rating to 'B+'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil and gas exploration and production companies after an industry
review.  This review follows the revision on Jan. 21, 2009, of
S&P's oil and gas price assumptions.

The rating actions, listed below, were all on speculative-grade
companies.  Key factors behind these rating actions were liquidity
and financial performance concerns for 2009.

                          Ratings Lowered

                    Quicksilver Resources Inc.

                      To    - 'B+/Negative/--'
                      From  - 'BB-/Stable/--'

The rating actions primarily reflect concerns about falling
natural gas prices, and S&P's expectations that Quicksilver's cash
flow, credit metrics, and liquidity will worsen in the near-term.
Although the company has more than 70% of its natural gas
production hedged in 2009 and has considerably curtailed its
capital spending, the company's cushion with its financial
covenants could tighten during 2009 and, if prices do not improve,
credit metrics in 2010 will worsen markedly.  In addition, the
company has more than 60% outstanding under its $1.2 billion
borrowing-based revolving line of credit.  Any reduction to this
facility could quickly impair the company's liquidity.  S&P could
consider further negative rating actions if S&P believes the
company will not be compliant with its financial covenants or if
the company's liquidity deteriorates from current levels.

                          Swift Energy Co.

                     To    - 'B+/Negative/--'
                     From  - 'BB-/Stable/--'

The rating actions stem from S&P's concern that Swift's cash flow
and credit metrics will weaken considerably in the near term,
given a substantially drop in commodity prices, a high full-cycle
cost structure, and an unhedged position in 2009.  Specific items
S&P will monitor when Swift reports its year-end results include
available liquidity, expected capital spending for 2009, year-end
reserve data, and production and per unit cost trends.

                        Stone Energy Corp.

                      To    - 'B/Stable/--'
                      From  - 'B+/Stable/--'

The precipitous decline in commodity prices will likely have an
adverse effect on Stone Energy's operations in 2009.  Stone
recently announced that, despite the Bois d'Arc Exploration LLC
acquisition, proved reserves for 2008 will be less than the
original pro forma estimate of approximately 700 billion cubic
feet equivalent.  The company reduced its planned 2009 capital
spending to $300 million, which will lead to lower production
levels during the year.  Also, Stone's liquidity could tighten
because of the possibility of further borrowing-base resets on its
revolving credit facility.  In December, the borrowing base was
lowered to $625 million from $700 million.  As of Dec. 31, 2008,
Stone had $425 million drawn on this facility and another
$46 million in letters of credit.  Also, Stone's high
concentration in the mature Gulf of Mexico shelf, short reserve
life, internal reserve replacement measures, and high cost
structure remain ongoing concerns.

                       Energy Partners Ltd.

                     To   - 'B-/Negative/--'
                     From - 'B/Negative/--'

The downgrade stems from S&P's increased concern about the
company's liquidity in the near term due to significant hurricane-
related production disruptions.  Per the latest public
announcements by the company, fourth-quarter production is to
average between 8,500 and 9,000 barrels of oil equivalent per day.
Additional concerns include the substantial decline in commodity
prices over the past few months and the potential for first
quarter cash outlays of about $16.7 million in connection with the
Mineral Management Service's request for supplemental bonds (or
other acceptable security) related to the company's plugging and
abandonment liability for federal property in the Gulf of Mexico.

                      PetroQuest Energy Inc.

                     To    - 'B-/Negative/--'
                     From  - 'B/Stable/--'

S&P lowered the ratings on PetroQuest Energy due to concerns about
near-term liquidity, weak financial measures, and resulting
compliance with financial covenants during 2009.  Falling natural
gas and crude oil prices during the fourth quarter of 2008
combined with continued weakness in 2009 will hurt cash flows as
well as potentially result in reductions to borrowing base
calculations during 2009.  Given its small reserve base, S&P
believes PetroQuest has greater exposure to a negative borrowing
base redetermination.  S&P would lower the ratings if liquidity,
including both free cash flow and borrowing base availability,
becomes constrained.

                         Dune Energy Inc.

                   To    - 'CCC+/Negative/--'
                   From  - 'B-/Negative/--

Dune's burdensome financial leverage combined with falling
hydrocarbon prices will make for a very challenging 2009.
Although the company had $15 million of cash at year-end 2008 and
maintains an unused $40 million revolving credit facility, its
financial leverage will be extreme this year--at roughly 8x debt
to EBITDA and less than 5% funds from operations to debt under
S&P's pricing assumptions.  These leverage metrics raise concerns
about the company's ability to continue as a going concern.  In
addition, the revolving credit facility becomes due in 2010.

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.

                    To    - 'BB/Negative/--'
                    From  - 'BB/Stable/--'

The outlook revision reflects expectations for diminished cash
flows due to lower natural gas and crude oil prices, particularly
for its mid-continent gas production.  Cimarex's exposure to low
prices is exacerbated by its lack of hedges.  As a result, weaker
financial measures could lower the current cushion in Cimarex's
working capital covenant, especially if its current borrowing
base is lowered significantly.  S&P would lower the ratings if
Cimarex fails to balance capital spending and cash flows or if the
cushion in its financial covenants becomes tight.

                      Denbury Resources Inc.

                     To    - 'BB/Negative/--'
                     From  - 'BB/Stable/--'

Lower crude oil prices will negatively affect Denbury's financial
risk profile, given its aggressive capital spending in 2009.  Even
though the company has hedged roughly three-quarters of expected
crude oil production this year, S&P expects borrowings under its
$750 million revolving credit facility to increase to nearly $500
million by year-end.  Because the company's hedges currently do
not extend beyond 20009, S&P expects cash flow and key credit
ratios to worsen significantly in 2010 under S&P's pricing
assumptions.

                     Whiting Petroleum Corp.

                     To    - 'BB-/Negative/--'
                     From  - 'BB-/Stable/--'

S&P revised the outlook on the company because of the significant
drop in oil prices and S&P's concerns that the lower prices will
hurt the company's cash flow and credit metrics.  In particular,
if prices remain low in the first half of 2009 the company may
face challenges in complying with its maximum 3.5x debt to EBITDA
covenant.  S&P could consider further negative rating actions if
S&P believes the company will not be compliant with its financial
covenants, especially its leverage covenant, and/or if its
liquidity deteriorates from current levels--$620 million
outstanding on a $900 million borrowing base due in 2010.

                        EXCO Resources Inc.

                      To    - 'B/Negative/--'
                      From  - 'B/Stable/--'

The outlook revision stems from S&P's concern that ratings could
come under pressure in 2009, given a high amount of borrowings
under EXCO's senior secured credit facilities.  At the end of the
third quarter, EXCO had $238 million in combined availability
under its EXCO Resources and EXCO Operating Co. L.P. senior
secured credit facilities.  These facilities have combined
borrowing bases of $2.47 billion that were most recently
reaffirmed in October.  A revision of the outlook back to stable
would depend on management's ability to significantly reduce
borrowings through either asset sales or other avenues in the near
term -- and S&P's gaining greater clarity as to whether or not
EXCO will receive a reaffirmation from lenders at its next
borrowing base redetermination in April.  Aside from borrowing
base-related concerns, S&P views EXCO's significantly hedged
production (about 74% in 2009), favorable production and per unit
cost trends, and expectations of an internally funded capital
spending program in 2009 constructively.

                   Clayton Williams Energy Inc.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's expectation of reduced headroom
under Clayton's debt to EBITDA covenant of 3x if oil and gas
prices continue to remain weak.  Based on S&P's revised crude oil
and natural gas price assumptions for 2009, Clayton's operating
cash flows will weaken further given its largely unhedged position
and a high cost structure.

                     Parallel Petroleum Corp.

                     To    - 'B/Negative/--'
                     From  - 'B/Stable/--'

The rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices.  Lower earnings are
pressuring Parallel's current tight liquidity and, in turn, its
ability to remain compliant with its financial covenants such as
debt to EBITDA of less than 4x.  Of particular concern will be
covenant compliance as of June 30, 2009, when the strong first-
half 2008 results are replaced with potentially weak 2009 results.
S&P could the ratings if Parallel's debt to EBITDA exceeds 3.5x.

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                       To   - 'BB/Stable/--'
                       From  - 'BB/Positive/--'

The outlook revision is based on S&P's expectations of weaker
credit metrics given current commodity prices.  At S&P's 2009
pricing assumptions, S&P expects debt to EBITDA plus exploration
expense of more than 2.5x and EBIT to interest at approximately
2.5x, still adequate for the rating but materially different from
1.8x and 5.6x, respectively, as of Sept. 30, 2008.  Liquidity
should remain adequate in 2009 and the company should have enough
cushion under its financial covenant requirements.  S&P expects
Range's 2009 capital budget to be in line with internally
generated cash flows.

                    Petroleum Development Corp.

                      To    - 'B/Stable/--'
                      From  - 'B/Positive/--'

The outlook revision reflects S&P's expectation that the company's
credit ratios will worsen in 2009.  However, liquidity should
remain adequate next year, given the company's hedged positions
and its reduced capital spending program.  S&P would consider a
negative rating action if liquidity became constrained.  In
particular, S&P will monitor management's willingness to reduce
capital expenditures should natural gas prices decline further and
any reductions in the $375 million borrowing base that governs the
revolving credit facility.

                            Ratings List

                          Ratings Lowered

                     Quicksilver Resources Inc.
                          Swift Energy Co.

                                 To                From
                                 --                ----
    Corporate credit rating      B+/Negative/--    BB-/Stable/--

                        Stone Energy Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--       B+/Stable/--

                       Energy Partners Ltd.

                                 To                From
                                 --                ----
    Corporate credit rating      B-/Negative/--    B/Negative/--

                      PetroQuest Energy Inc.

                                 To                From
                                 --                ----
   Corporate credit rating      B-/Negative/--    B/Stable/--

                         Dune Energy Inc.

                                 To                From
                                 --                ----
    Corporate credit rating      CCC+/Negative/--  B-/Negative/--

             Outlooks Revised To Negative From Stable

                        Cimarex Energy Co.
                      Denbury Resources Inc.

                                 To                From
                                 --                ----
    Corporate credit rating       BB/Negative/--   BB/Stable/--

                      Whiting Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       BB-/Negative/--  BB-/Stable/--

                        EXCO Resources Inc.
                    Clayton Williams Energy Inc.
                      Parallel Petroleum Corp.

                                 To                From
                                 --                ----
    Corporate credit rating       B/Negative/--    B/Stable/--

             Outlooks Revised To Stable From Positive

                       Range Resources Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      BB/Stable/--   BB/Positive/--

                    Petroleum Development Corp.

                                 To                From
                                 --                ----
    Corporate credit rating      B/Stable/--    B/Positive/--

        N.B. -- This does not include all ratings affected.


TALLYGENICOM LP: Files for Bankruptcy to Facilitate Asset Sale
--------------------------------------------------------------
TallyGenicom LP filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware on January 27, 2009.
The Company's filing was instituted to effectuate the sale of
certain U.S.-based assets of TallyGenicom.  As part of its filing,
TallyGenicom will be seeking Court approval to name Printronix
Inc., a developer, manufacturer and provider of industrial and
back-office printing solutions as the lead bidder in the auction
process.

According to documents filed in Court, Printronix has offered
$36,6275,000 for the Debtor's assets.  Printronix will enter into
new credit facilities with its existing lender and Dymas Funding
Company, LLC, as administrative agent; Ableco Finance LLC, A3
Funding LP, A4 Funding LP, and A5 Funding LP, in an aggregate
principal amount owing to Dymas of $23,000,000.  Printronix will
also reimburse the Debtor for wind-down expenses.

The Debtor has been engage in sale talks with Printronix since
2004.  William Blair & Company served as the Debtor's investment
bankers.

The Debtor will pay a $2,000,000 break free plus expense
reimbursement of up to $1,000,000, in the event it seals a deal
with another buyer.

The Debtor will also change its name after the closing of the
sale.

TallyGenicom will continue to accept competing offers until
February 20, 2009.  Competing bids must be at least $40,127,500,
with a cash portion of at least $3,000,000.  The offer must be
accompanied by a $2,500,000 cash deposit.

TallyGenicom proposes to conduct the auction February 25, 2009, at
10:00 a.m. if other qualified bids are received.

"The economic recession in the U.S. and global downturn along with
tight credit markets worldwide has had a serious impact on
TallyGenicom and on many of our customers which in turn affects
their purchase of equipment such as ours," said Dan Adragna, Chief
Executive Officer.  "After working with our advisors, investors
and lenders to explore a number of alternatives, we have made the
strategic decision to pursue a Chapter 11 filing in order to
effectuate a sale of certain of the Company's U.S.-based assets."
The sale of U.S. assets of TallyGenicom pursuant to Chapter 11 is
expected to take approximately 45 days.  In conjunction with the
filing, TallyGenicom has obtained financing to help enable the
Company to meet its obligations to employees and suppliers during
this period.

"TallyGenicom has a more than 50-year history of developing,
producing and delivering innovative, reliable products and
providing exceptional service," added Mr. Adragna.  "This is a
tribute to the hard work of our employees and the loyalty of our
customers and vendors.  We are hopeful that many of these
relationships will continue with Printronix, should they prevail
in the auction process."

"Printronix respects TallyGenicom as a competitor and recognizes
its printer technologies complement our product portfolio," said
Robert A. Kleist, CEO, Printronix.  "Should we gain approval to
acquire these TallyGenicom assets, we will welcome the opportunity
to offer a synergistic product portfolio to supply-chain printing
customers worldwide."

Printronix issued its own statement regarding the transaction.
Mr. Kleist said, "TallyGenicom has been a leading global provider
of quality printing solutions. . . .  There is a great synergy
between our respective line-matrix printer businesses.  By
combining the TallyGenicom product line with ours, we will be able
to increase the breadth and scope of Printronix's business from
both geographic and industry perspectives, should our bid be
successful.  Consistent with Printronix's heritage of providing
outstanding customer service, we will be dedicated to the global
community of TallyGenicom users and provide continued support of
installed TallyGenicom products."

Printronix also noted that the sale of U.S. assets of TallyGenicom
is expected to take roughly 45 days.  During this time, a
Printronix transition team will work with TallyGenicom to
facilitate the transition, should the deal be approved.
Printronix anticipates that some TallyGenicom employees could join
Printronix, but will make final staffing decisions upon completion
of the transaction.

Printronix - http://www.printronix.com-- is headquartered in
Irvine, California.

                         About TallyGenicom

TallyGenicom LP -- http://www.tallygenicom.com -- is one of the
largest companies in the world focused exclusively on providing
printers, printer supplies and printer parts and service, as well
as a complete line of compatible toner, inkjet and ribbons for use
with other popular product brands.  TallyGenicom printers are
designed and manufactured to perform critical, business-specific
printing tasks in industries such as healthcare, transportation,
manufacturing, warehousing and retail.

TallyGenicom Worldwide Headquarters are in the United States in
Chantilly, VA near Washington, D.C. Elsewhere in the Americas,
TallyGenicom maintains facilities in Renton, WA; Waynesboro, VA;
McAllen, TX; and Reynosa, Mexico.  Its EMEA sales, marketing and
finance HQ is in Basingstoke, UK with logistics centered in Ulm,
Germany.  Other key offices are located in Paris, Vienna, Milan
and Singapore.  The company does business as TallyGenicom in the
Americas and markets its products there under the TallyGenicom
brands.


TALLYGENICOM LP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TallyGenicom, L.P.
        aka Datacom Manufacturing LP
        aka Genicom LP
        aka Tally Printer Corporation
        aka Tally Holding, Inc.
        4500 Daly Dr, Suite 100
        Chantilly, VA 20151

Bankruptcy Case No.: 09-10266

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
TallyGenicom, L.P.                                 09-10266
TallyGenicom Holdings, LLC                         09-10267
Printing Solutions, Inc.                           09-10268

Type of Business: The Debtors provide an array of business and
                  industrial imaging devices and printer parts

                  See: http://www.tallygenicom.com/

Chapter 11 Petition Date: January 27, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors'
Bankruptcy
Counsel:           Ann C. Cordo, Esq.
                   acordo@mnat.com
                   Gregory Thomas Donilon, Esq.
                   gdonilon@mnat.com
                   Morris Nichols Arsht & Tunnell LLP
                   1201 N. Market Street
                   P.O. Box 1347
                   Wilmington, DE 19899-1347
                   Tel: (302) 351-9459
                   Fax: (302) 225-2559

Debtors' Claims
Agent:             Donlin Recano & Company Inc.

Debtors' Financial
Advisors:          CRG Partners Group LLC

Debtors' Special
Corp. Counsel:     Nigel Austin, Esq.
                   Scott Rutsky, Esq.
                   Proskauer Rose LLP
                   1585 Broadway
                   New York, New York 10036

Counsel to
Printronix Inc.,
Stalking Horse
Bidder:            Suzzanne Uhland, Esq.
                   O'Melveny & Myers, LLP
                   2 Embarcadero Center, 28th Floor,
                   San Francisco, California 94111

                   -- and --

                   Mark D. Collins, Esq.
                   Richards, Layton & Finger, P.A.
                   One Rodney Square, P.O. Box 551
                   Wilmington, Delaware 19899

Counsel to
Dymas Funding
Company LLC,
agent to
Printronix'
lenders:           Randall L. Klein, Esq.
                   Goldberg Kohn Bell Black
                   Rosenbloom & Moritz, Ltd.
                   55 East Monroe Street, Suite 3300
                   Chicago, Illinois, 60603-5792

                   -- and --

                   Steven K. Kortanek, Esq.
                   Womble Carlyle Sandridge & Rice, PLLC
                   222 Delaware Avenue, 15th Floor
                   Wilmington, Delaware 19801

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
   ------                      ---------------   ------------
Xerox International Partners                     $1,314,274
Attn: Legal Department
Bank of America
PO Box 61000
File 72912
San Francisco, CA 94161-2912
Fax: (650) 813-7016

Pitney Bowes                                     $322,518
Attn: Legal Department
10 Middle Street, 16th Floor
Bridgeport, CT 06604
Fax: (888) 808-5794

Toner Charge Inc.                                $302,821
Attn: Legal Department
9610 Gunston Cove Road, Ste. #B
Lorton, VA 22079
Fax: (703) 690-9635

Codo Mfg. Corp                                   $251,416

Tenere Inc.                                      $190,710

Toshiba TEC Singapore Private                    $183,955
Limited

Team Metal (S) Pte. Ltd.                         $177,188

Nukote International                             $151,966

Humanetics                                       $130,965

FedEx                                            $125,297

King's Prosperity Indust                         $122,239

Mean Well USA Inc.                               $102,193

MPI Tech A/S                                     $94,728

Monotype Imaging Inc.                            $87,071

CH Robinson Worldwide Inc.                       $84,651

Strong Box USA LLC                               $77,519

Peerless Systems Corp.                           $75,557

Jagtiani+Guttag                                  $74,193

Seitz Corp.                                      $72,599

KPMG LLP                                         $70,000

Zebra Technologies Int'l                         $70,203
LLC

Simclar Inc.                                     $67,565

Tower Fasteners Co. Inc.                         $65,270

Logical Maintenance Solutions                    $48,842

Tacworldwide Companies                           $45,714

AG Machining & Ind. Inc.                         $42,228

JAS Forwarding (USA) Inc.                        $41,438

Advanced Peripherals Tech                        $40,584
Inc. dba JB Advanced

Merrit Group Inc.                                $39,988

Cognitive Solutions                              $36,920

The petition was signed by John Waksmunki, chief financial
officer of TallyGenicom Holdings LLC and sole shareholder of
TallyGenicom LP.


TILE OUTLETS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tile Outlets of America, LLC
        3845 Holcomb Bridge Road, Suite 100
        Norcross, GA 30092
        Tel: (770) 416-2266
        Fax: (770) 416-0003
        Email: storesupport@toa.us

Bankruptcy Case No.: 09-61261

Chapter 11 Petition Date: January 16, 2009

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

Judge: Paul W. Bonapfel

Company Description: Tile Outlets of America sells tile and stone
                     building materials on a factory direct basis.
                     See: http://www.toa.us/index.cfm

Debtor's Counsel: Karen Fagin White
                  Cohen Pollock Merlin & Small
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: (770) 858-1288
                  Fax: (770) 858-1277
                  Email: kfwhite@cpmas.com

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

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

The petition was signed by Curt Rapp, CEO of the company.

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

             http://bankrupt.com/misc/gnb09-61261.pdf


TRIBUNE CO: Names Don Meek as President/National Media Sales
------------------------------------------------------------
Tribune Co. has appointed Don Meek as president/national media
sales for interactive and publishing.  Effective immediately,
Mr. Meek will be responsible for leading all national and cross-
platform sales the company's interactive and publishing divisions,
as well as overseeing Tribune Media Net, Tribune 365, and sales
development.

Mr. Meek has served as president of integrated media for The Los
Angeles Times since mid-2008, responsible for developing
integrated multimedia programs across all Tribune properties in
southern California, including The Times, KTLA-TV, Hoy, Metromix,
and Times Community News, and working with the various sales teams
to get them sold.

"Not only is Don tremendously talented and experienced, he
understands sales and marketing and is focused intently on meeting
the needs of our advertisers," said Ed Wilson, Tribune's chief
revenue officer and president of Tribune Broadcasting.  "He's done
a phenomenal job delivering results for advertisers across our
southern California media group, including The Times and KTLA, and
has figured out how capitalize on the broad reach of Tribune's
multimedia resources."

Meek has a wealth of experience in sales and marketing (VP at Sony
Pictures Entertainment and SVP at iFilm Corp), digital media (most
recently a principal at Engine where he worked with Jacked, Name
Media, Passenger and Imperium), events (president of the Gravity
Games and event group VP at Fox Sports Net where he developed and
managed the US Open of Surfing, among many other properties),
print publications (President of the Action Sports Group/Surfer,
Surfing, Snowboarder, Skateboarder, Powder, Canoe & Kayak,
Climbing, and Bike magazines), and broadcast sales (KCBS and
KCAL).  He has an understanding of it all -- and most importantly
how it all fits together.

"My goal is to ensure that Tribune is the leader in providing true
marketing solutions to our customers," Mr. Meek said.  "We will
offer clients programs that integrate print, targeted media,
direct response, TV, digital, mobile, and event products so they
can engage the largest number of consumers -- or selectively
targeted audiences -- across multiple platforms as their marketing
objectives demand."

"Don's leadership and customer focus will take us to the next
level in delivering innovative solutions for clients," said
Chicago Tribune publisher Tony Hunter.  "We are thrilled to have
him represent Chicago Tribune Media Group."

Bob Gremillion, executive vice president/Tribune Publishing said,
"Ed and Don have crafted a long-overdue new vision and approach
that will benefit our advertisers and our businesses."

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


UNISYS CORPORATION: Moody's Downgrades Corporate Ratings to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Unisys Corporation's
corporate family and probability of default ratings each to B3
from B2, and the company's senior unsecured notes to Caa1 from B2.
The rating outlook is negative.

The downgrades were prompted by Moody's concerns about the
company's tightened liquidity as a result of the maturity of its
$275 million revolving credit facility in May 2009 and the
approaching maturity of its $300 million senior notes in March
2010.  While the company reported cash of $494 million (as of
September 30, 2008) and recently announced a restructuring program
to reduce its cost base by more than $225 million annually,
Moody's believe that the company's ability to generate free cash
flow in 2009 will be challenging due to the weak macroeconomic
environment, poor track record of execution in recent years (note:
a new Chief Executive Officer was appointed in October 2008), and
the phase-in period required to achieve the full benefits of cost
reduction initiatives.  In Moody's opinion, given the uncertain
prospects about the company's operating performance in the
upcoming year, the challenges associated with maintaining its
customer base during a period of reduced financial flexibility,
and tight credit markets, the company could face difficulties in
retaining sufficient liquidity if the company were to use cash on
hand to pay off the $300 million notes in March 2010.

The two-notch downgrade for the senior unsecured notes reflects
the junior ranking of these instruments held by a U.S. parent
company (which directly owns the domestic assets of the firm as
well as an intermediate holding company which directly owns the
foreign assets of the company, which is estimated by Moody's to be
greater than 50% based on segment data) in the consolidated
capital structure of the firm given the absence of upstream
guarantees from operating subsidiaries, and specifically Moody's
expectation of an increase in the company's structurally senior
non-debt liabilities, including a growing unfunded foreign pension
liability, which represent higher priority claims than the non-
guaranteed senior unsecured debt.

The negative rating outlook reflects the company's challenges to
address near-term liquidity concerns and further cost
restructuring activities given declining revenues and a weak
macro-economic environment.  To the extent that the company can
successfully access the capital markets (e.g., extend or establish
a new credit facility, obtain additional sources of capital and
refinance the senior notes maturing in March 2010) and generate
positive free cash flow for the upcoming year, Moody's would
likely stabilize or potentially consider more of a positive rating
bias.

Ratings downgraded / assessments revised:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- $300 million 6.875% senior unsecured notes due 2010
     downgraded to Caa1 (LGD 4, 63%) from B2 (LGD 4,57%)

  -- $400 million 8% senior unsecured notes due 2012 downgraded to
     Caa1 (LGD 4, 63%) from B2 (LGD 4,57%)

  -- $150 million 8.5% senior unsecured notes due 2015 downgraded
     to Caa1 (LGD 4, 63%) from B2 (LGD 4,57%)

  -- $210 million 12.5% senior unsecured notes due 2016 downgraded
     to Caa1 (LGD 4, 63%) from B2 (LGD 4,57%)

Rating unchanged:

  -- Speculative Grade Liquidity (SGL) rating of SGL-3
  -- Rating Outlook - Negative

The last rating action was on December 14, 2007 when Moody's
confirmed the ratings of Unisys (including the former B2 CFR and
PDR) and revised the rating outlook to negative.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation, with
revenues of $5.5 billion for the twelve months ended September 30,
2008, provides I/T services and technology hardware to commercial
and governmental clients worldwide.


VINEYARD CHRISTIAN: Creditor Wants Case Dismissed or Converted
--------------------------------------------------------------
Senior secured creditor Marshall Investments Corp. asks the U.S.
Bankruptcy Court for the Central District of California, to either
convert Vineyard Christian Fellowship of Malibu's Chapter 11 case
to Chapter 7 or dismiss the Debtor's case.  Marshall Investments
allege that the Debtor's failed to pay more than $55,000 in
postpetition real estate taxes that fell due in November 2008 and
the resultant continuing loss and diminution to the estate, with
no "reasonable prospect for a rehabilitation".

Alternatively, if the Court decides not to convert or dismiss the
Debtor's bankruptcy case, Marshall Investments Corp. asks the
Court to direct the appointment of a Chapter 11 trustee to address
the numerous significant, inherent material conflicts of interest
that plague the estate.  These include:

  -- The Debtor's refusal to investigate and bring causes of
     action against insiders to collect more than $3.5 million of
     accounts receivables.

  -- The Debtor management's engaging in self-dealing transactions
     for the exclusive benefit of insiders and their "for profit"
     business ventures to the detriment of the Debtor.

  -- Voidable and suspect prepetition and postpetition
     transactions by insiders.

  -- The Debtor management's inability to carry out its fiduciary
     duties due to the interference of numerous, significant
     inherent material conflicts of interest suffered by the
     estate.

As of its Chapter 11 filing, the Debtor was indebted to Marshall
Investments in the principal amount of $12,750,000, plus
interests, costs, expenses and other obligations, secured by first
-priority security interests upon substantially all of the
Debtor's assets, including certain improved real property located
in the County of Los Angeles commonly described as 23825 Stuart
Ranch Road, Malibu, California.

As reported in the Troubled Company Reporter on Dec. 17, 2008, the
Debtor filed with the Court a Chapter 11 Plan of Reorganization.
Pursuant to the Plan, distributions under the Plan will be sourced
from the proceeds of the sale of all or substantially all of the
Debtor's assets including the Malibu, California real property.

General Unsecured Claims, under Class 8, will receive the pro rata
distribution of the Real Property after payment of all closing
costs, administrative claims, claims in Classes 1 to 7, inclusive,
not to exceed payment in full of allowed amounts including
postpetition interest at the federal post-judgment rate.

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  In its
schedules, the Debtor listed total assets of $34,344,046 and total
debts of $18,670,082.


WING HENG: Court Appoints 3-Member Creditors Panel
--------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors in Wing Heng, Inc.'s Chapter 11 case.

The Creditors Committee members are:

     a) Newmech Companies
        Contact Person: Thomas Murphy
        1633 Eustis Street
        St. Paul, MN 55108
        Tel: (657) 605-2474

     b) A-Z Painting and Renovation
        Contact Person: Illya Shydlovsky
        3710 7th Avenue North
        Anoka, MN 55303
        Tel: (612) 226-0000

    c)  Focus Electric, Inc.
        Contact Person: Douglas Ventrelli
        6258 D. Shadow Lake Drive
        Lino Lakes, MN 55014
        Tel: (651) 784-6466

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.

Based in St. Paul, Minnesota, Wing Heng, Inc. owns and operates
the LaQuinta hotel.  Affiliate Cheng Heng, Inc. owns and operates
the South St. Paul Hotel and Conference Center.  The Debtors filed
separate petitions for Chapter 11 relief on Oct. 21, 2008 (Bankr.
D. Minn. Case Nos. 08-35466 and 08035467).

Matthew L. Fling, Esq., represents the Debtors as counsel.  Wing
Heng, Inc. listed between $10 million and $50 million in total
assets and between $1 million and $10 million in total debts.
Cheng Heng listed between $10 million and $50 million in total
assets and the same range in total debts.


WING HENG: Obtains Final Nod to Use Brickwell's Cash Collateral
---------------------------------------------------------------
The U.S. Bankrutpcy Court for the District of Minnesota has
authorized Wing Heng, Inc., to use Brickwell Community Bank's
cash, including cash collateral, on a final basis, in accordance
with a budget.

As adequate protection, Brickwell Community Bank is granted super
priority claims and replacement liens in the postpetition
collateral.  Brickwell shall continue to hold liens in all
prepetition collateral, including any proceeds, products, or
profits of the prepetition collateral generated after the petition
date, with the same validity and priority as existed on the
petition date.

As of the petition date, the Debtor owed Brickwell $5,873,804 in
unpaid principal and accrued interest.

Based in St. Paul, Minnesota, Wing Heng, Inc. owns and operates
the LaQuinta hotel.  Affiliate Cheng Heng, Inc. owns and operates
the South St. Paul Hotel and Conference Center.  The Debtors filed
separate petitions for Chapter 11 relief on Oct. 21, 2008 (Bankr.
D. Minn. Case Nos. 08-35466 and 08035467).

Matthew L. Fling, Esq., represents Wing Heng, Inc. as counsel.
General Capital Partners LLC is the Debtor's financial advisor.
Wing Heng, Inc. listed between $10 million and $50 million in
total assets and between $1 million and $10 million in total
debts.  Cheng Heng listed between $10 million and $50 million in
total assets and the same range in total debts.


XERIUM TECHNOLOGIES: Unit Settles With Josef Mayer on Termination
-----------------------------------------------------------------
On June 16, 2008, Xerium Germany GmbH, a subsidiary of Xerium
Technologies, Inc., delivered notice of termination of employment
to Josef Mayer, the company's former executive vice president -
business development, effective June 30, 2009.  On January 15,
2009, Xerium Germany Holding entered into a settlement agreement
with Mr. Mayer.

Under the terms of the settlement agreement, Mr. Mayer's
employment was formally terminated on January 15, 2009, and he has
received his contractual base salary for his service through that
date.  Mr. Mayer is prohibited from competing with Xerium Germany
through June 30, 2009.  In connection with the non-competition
provision, Mr. Mayer will receive a lump sump cash payment equal
to 80% of what his contractual base salary would have been for the
period from January 16, 2009 through June 30, 2009 had his
employment not been terminated.

The termination of Mr. Mayer's employment resulted in the vesting
of a pro rata portion of the 2008 time-based restricted stock
units previously awarded to him and the remainder were forfeited,
along with all 2008 shareholder-return based restricted stock
units previously awarded to him.  The 2005 and 2007 shareholder-
return based restricted stock units previously awarded to Mr.
Mayer will remain outstanding and may vest in accordance with
their terms through May 19, 2009 and June 30, 2009, respectively.
In the event the underlying targets are not achieved, these awards
will be forfeited.

The agreement provides that neither party has any further rights
or claims against the other party arising from, or in connection
with, Mr. Mayer's employment or termination of employment.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

At Sept. 30, 2008, the company's balance sheet showed total assets
$832.1 million, total liabilities of $821.4 million and
stockholders' equity $10.7 million.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR reported on January 16, 2009, that Xerium Technologies,
Inc., received notification from the New York Stock Exchange that
it was not in compliance with two NYSE standards for continued
listing of the company's common stock on the exchange.


YELLOWSTONE CLUB: Creditors Petition for Chapter 7 Liquidation
--------------------------------------------------------------
Courtney Lowery at New West Network reports that four creditors
have filed an involuntary Chapter 7 bankruptcy petition against
Yellowstone Club.

New West relates that the creditors are claiming a total of
$4.65 million in refunds for deposits in Yellowstone Club.  The
report states that the creditors who filed for Yellowstone Club's
liquidation include:

     -- Angus A. MacNaughton of Danville, who sought for a
        $1.5 million refund;

     -- Edgar A. Rainin, who asked for a $1.5 million refund;

     -- Yoav Rubinstein, a member of the unsecured creditors
        committee, demanded a $1.5 million refund; and

     -- Thomas W. Hook, who wanted $150,000 in refund.

According to New West, a $375 million Credit Suisse loan was, in
part, used to buy the properties for Yellowstone Club.

Jonathan Weber at New West states that lawyers had argued over who
should be charged with trying to collect on $275 million in
promissory notes that were issued to the club in 2005 by Blixseth
Group Inc., the family holding company now controlled by Edra
Blixseth, one of Yellowstone Club's founders.  According to the
report, the notes were created when the Ms. Blixseth and her ex-
husband took for their own purposes about $270 million of the $375
million that Credit Suisse lent to the club.

Court documents say that attorneys for the committee of unsecured
creditors had claimed that the original diversion of funds to
Blixseth Group meant that the Credit Suisse loan was a "fraudulent
conveyance," an accusation which could result in Credit Suisse
being liable for the money.

The committee had said in court documents, "The Committee believes
that Credit Suisse's loan to the Debtor's in 2005 was a fraudulent
conveyance under Montana State law.  So it contests the extent,
validity and priority of Credit Suisse's liens, including its
security interest in the notes."

On Nov. 17, 2008, the Troubled Company Reporter reported that the
Hon. Ralph Kirscher of the U.S. Bankruptcy Court for the District
of Montana has issued an interim order approving Yellowstone
Club's requested $4.5 million loan.  Yellowstone Club was seeking
the Court's approval of a $4.5 million loan to open for the winter
season.

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


ZSIGMOND SEBESTYEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Zsigmond Sebestyen

Bankruptcy Case No.: 09-10286

Chapter 11 Petition Date: January 14, 2009

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

Judge: Erithe A. Smith

Debtor's Counsel: Leonard Pena, Esq.
                  555 W. Fifth St., 31st Fl.
                  Los Angeles, CA 90013
                  Tel: (213) 291-9101
                  Email: lpena@penalaw.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

            http://bankrupt.com/misc/cacb09-10286.pdf

The petition was signed by Zsigmond Sebestyen.


* Timothy Geithner Gets Senate's OK as Treasury Secretary
---------------------------------------------------------
Deborah Solomon at The Wall Street Journal reports that the Senate
has confirmed Timothy Geithner as Treasury secretary, paving the
way for the Obama administration to proceed with its financial-
rescue plan.

WSJ relates that the new administration would work on efforts to
shore up the financial sector, including the possibility of asking
the Congress this week for additional funds to supplement the $350
billion that lawmakers approved.

According to WSJ, Barack Obama's planned financial bailout would
focus on helping homeowners.  The plan, says the report, would
also be aimed at helping out financial institutions so that they
would be willing to lend to consumers, businesses, and other
financial institutions.  The report states that the plan is would
include efforts like capital infusions into banks and relieving
firms of their toxic assets.

WSJ quoted White House spokesperson Robert Gibbs as saying, "There
may also be additional steps that are taken outside of" the
$350 billion to address the financial crisis.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 5-7, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casurina, Grand Cayman Island, Alabama
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 2, 2009
  ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
     Chicago Regional Conference
        Union League Club of Chicago, Chicago, Illinois
           Contact: 1-541-858-1665; http://www.airacira.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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