TCR_Public/090205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 5, 2009, Vol. 13, No. 35

                            Headlines


ADVANTAGE RENT: Ford & Chrysler Sue Owner for Non-Payment of Debt
AMERICAN AXLE: Posts $1.2 Billion Net Loss in 2008
AMERICAN FIBERS: Court Extends Plan Filing Deadline to April 21
AMERICREDIT CORP: S&P Downgrades Counterparty Rating to 'B+'
APPLETON PAPERS: Moody's Cuts Rating to 'B2' on Liquidity Concerns

APPLETON PAPERS: S&P Downgrades Corporate Credit Rating to 'B'
ARG ENTERPRISES: Gets Final OK to Use $71.5MM Pecus DIP Facility
ARG ENTERPRISES: Wants to Hire Landis Rath as Counsel
ASAT HOLDINGS: In Talks With Lenders to Restructure Obligations
AUTOBACS STRAUSS: Files for Chapter 11 Bankruptcy in Delaware

AUTOBACS STRAUSS: Case Summary & 30 Largest Unsecured Creditors
AUTOBACS USA: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Seeks to Hire Counsel for U.K. Proceedings
BERNARD L. MADOFF: Investigator Says SEC Ignored Fraud Warnings
BEXAR COUNTY: Moody's Affirms 'Caa1' Rating on 2001A Bonds

BHASIN ARVIND: Involuntary Chapter 11 Case Summary
BOWNETREE LLC: Files Amended Disclosure Statement; Plan to Follow
BONTEN MEDIA: S&P Raises Corp. Credit Rating to 'B-' From 'SD'
BRIGHTER MINDS: Unit Files for Chapter 11 Bankruptcy
BROADSTRIPE LLC: Seeks to Hire Ashby & Geddes as Counsel

BURGER PACIFIC: Voluntary Chapter 11 Case Summary
CADENCE INNOVATION: Court Stretches Exclusive Periods to April 23
CADENCE INNOVATION: Pens Settlement with GM on Tooling Dispute
CADENCE INNOVATION: Begins Review of Leases; Rejects 17 Deals
CADENCE INNOVATION: TA Systems Files Lien Foreclosure Suit

CANWEST GLOBAL: Gets $50.7MM in Hollinger Arbitration Decision
CANWEST GLOBAL: Discloses Changes to Unit's Sr. Credit Facility
CITGO PETROLEUM: S&P Puts 'BB' Rating on Negative Watch
COFFEYVILLE RESOURCES: S&P Affirms 'B' Corporate Credit Rating
CCM MERGER: S&P Affirms Corporate Credit Rating at 'B-'

CHESAPEAKE CORP: Committee Taps Greenberg Traurig as Counsel
CHESAPEAKE CORP: Committee Taps Gordian as Financial Advisor
CHESAPEAKE CORP: Gets Final OK to Use $37.1MM Wachovia Facility
CHRYSLER FINANCIAL: Sues Dennis Hecker for Non-Payment of $550MM
COMFORT CO: Terminates Dan Marino Endorsement Agreement

CONSTAR INTERNATIONAL: Seeks to Pay $25.5MM to 3 Suppliers
CONTECH LLC: Wants to Hire Paul Hasting as Counsel
CROSSROADS FORD: Shuts Down; Lays Off 55 Employees
DECODE GENETICS: Sells Auction Rate Securities to NBI for $11MM
DOLE FOOD: Discloses $130 Million Asset Sale Transactions

EFFICIENT ENGINEERS: Case Summary & 20 Largest Unsec. Creditors
ELECTROGLAS INC: Gets NASDAQ Delisting Notice; Hearing Requested
EMERSON RE: S&P Withdraws 'BB' Rating on Series D Bank Loan
ENNIS HOMES: Family Owned Homebuilder Files for Chapter 11
ENNIS HOMES: Case Summary & 20 Largest Unsecured Creditors

EOS AIRLINES: Court Confirms Joint Plan of Liquidation
ESCO CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
EZ LUBE: Committee Wants to Sue Secured Lenders for Huge Debt
FAIRCHILD SEMICONDUCTOR: S&P Cuts Corp. Credit Rating to 'BB-'
FERRO CORP: S&P Cuts Rating to 'B-' After Q4 Guidance

FORD CREDIT: Fitch Affirms 'BB' Ratings on Class D Notes
FINAL ANALYSIS: Wants to Sell Excess Furniture for $4,000
FLANNERY CONSTRUCTION: Files for Chapter 7 Liquidation
FLYING J: Will Lay Off 200 Employees
FRANKLIN PIERCE: Moody's Keeps 'Ba3'; Removes from Rating Review

FREDDIE MAC: Prepares Fin. Statements for Periods ended Dec. 31
GENERAL MOTORS: Dragged in TA Systems' Suit Against Cadence
GENERAL MOTORS: Pens Settlement with Cadence on Tooling Dispute
GREYHAWK FUNDING: Moody's Reviews Rating on Asset-Backed Notes
HAWAIIAN TELCOM: Gets Green Light to Tap Kirkland as Lead Counsel

HAWAIIAN TELCOM: Gets Court Permission to Hire Cades Schutte
HAWAIIAN TELCOM: Can Employ Ernst & Young As Tax Advisors
HEARTLAND AUTOMOTIVE: Emerges from Chapter 11 Bankruptcy
IDEARC INC: S&P Junks Corporate Credit Rating From 'B-'
INCENTRA SOLUTIONS: Seeks Chapter 11 to Complete 363 Asset Sale

INDALEX HOLDINGS: Misses Payment; Grace Period Expires March 4
INDALEX HOLDING: Nonpayment of Interest Cues S&P's 'D' Rating
INTERTAPE POLYMER: Receives Listing Standard Notice From NYSE
IPS CORP: S&P Raises Issue-Level Rating on 2014 Notes to 'B-'
INCENTRA SOLUTIONS: Case Summary & 35 Largest Unsecured Creditors

JOYSTAR/TRAVELSTAR: Chapter 7 Case May be Converted to Chapter 11
KING PHARMACEUTICALS: Will Lay Off 22% of Workforce
LAKE AT LAS VEGAS: Court Extends Plan Filing Deadline to March 17
LANDAMERICA FINANCIAL: Will Close; No Severance Pay for Workers
LANDRY'S RESTAURANTS: Moody's Reviews 'Caa1' Corporate Rating

LEHMAN BROS: Will Bolster Select Real Estate Businesses
LEHMAN BROTHERS: Examiner Wants to Issue Subpoenas to Execs.
MAN GLENWOOD: Fitch Junks Rating on $43.750 Mil. Notes from 'BBB'
MASHANTUCKET PEQUOT: Moody's Cuts Foxwoods Casino Rating to 'Ba3'
MERCEDES HOMES: Seeks Squire Sanders as Attorney

MERVYN'S LLC: Asks Court for June 24 Extension of Removal Period
MERVYN'S LLC: Stakeholders Resolve Chapter 7 Conversion Dispute
MERVYN'S LLC: Seeks to File Wind Down Budget Under Seal
MGM MIRAGE: Moody's Matches S&P With Downgrade to 'B1'
MIDWAY GAMES: Appoints Matthew Booty as Chairman

MIRANT CORP: Appeals Court Affirms Payment to Shareholders' Lawyer
MODERN METAL: To Sell Bronson Division to Rival, Absent Other Bids
MOHEGAN TRIBAL: Moody's Downgrades Rating to B2; Matches S&P's
MONTERRA ENTERPRISES: U.S. Trustee Moves Court to Dismiss Case
MORRIS PUBLISHING: Forbearance & Grace Period Expire March 3

MORRIS PUBLISHING: Nonpayment of Interest Cues S&P's 'D' Rating
MOTOROLA INC: Posts $3.6 Billion Fourth Quarter GAAP Net Loss
MOTOROLA INC: Must Scale Back Cellphone Business, Investors Say
MOVIE GALLERY: Hearing on Blackstone's $2.8MM Fees Postponed
MOVIE GALLERY: Merges Oregon & Tennessee Distribution Centers

MOVIE GALLERY: Gets Sept. 30 Extension to Review Claims
NCI BUILDING: S&P Changes Outlook to Stable; Affirms 'BB' Rating
NELSON EDUCATION: Moody's Affirms 'B2' Corporate Family Rating
NEW ENGLAND: Moody's Affirms 'Ba2' Rating on $13.1 Mil. Bonds
NON-INVASIVE MONITORING: Completes Sale of 1,400 Series D Shares

NORTEL NETWORKS: Sun Micro & Polycom Seek Inventory of Goods
NORTEL NETWORKS: Firms Received $1.6 Million Prior to Bankruptcy
NORTHEAST BIOFUELS: Court Okays Sale of 846,000 Bushels of Corn
NOVA CHEMICALS: Liquidity Issues Cue S&P's Junk Corporate Rating
PALM INC: Donna Dubinsky Offers to Resign From Board

PAUL REINHART: Seeks April 13 Plan Deadline; In Talks w/ Creditors
PHENIX CFO: Fitch Downgrades Rating on EUR21 Mil. Notes to 'CC'
RAILPOWER TECH: Files for Bankruptcy Under CCAA, U.S. Chapter 15
REFCO INC: Court Approves Deal Resolving Reuters' Claims
REFCO INC: Q4 2008 Post-Confirmation Quarterly Report Filed

RIGHT START: Case Summary & 30 Largest Unsecured Creditors
RMF FOUR: Fitch Downgrades Rating on EUR16.450 Mil. Notes to 'CC'
RT. 41: Files for Chapter 11 Bankruptcy Protection
SEMGROUP LP: Gets Permission to Ink Transactions with CME Group
SEMGROUP LP: Producers Wants to Recover Prepetition Deliveries

SEMGROUP LP: Balks at Davis' Request for Contract Decision
SEMGROUP LP: Semcrude Agrees to Reject W.H. Davis Swap Agreement
SHORES OF PANAMA: Lender Forces Sale of Condominiums
SMURFIT-STONE: Metso Sees EUR3 million in Receivables
SOLAR COSMETIC: Liquidating Plan Goes to Creditors for Voting

SOVEREIGN BANCORP: S&P Upgrades Preferred Stock Rating from 'Ba2'
SPANSION INC: Names John Kispert as CEO & Director
ST. LAWRENCE HOMES: Seeks Chapter 11 Protection from Creditors
STATION CASINOS: Misses $14.6MM Bond Payment; Seeks Plan Support
TD AMERITRADE: S&P Raises Counterparty Credit Rating From 'BB'

TOUSA INC: Asks Court to Lifty Stay to Pursue LLV Action
TOUSA INC: Gets Go-Signal to Enter Into Cambria Marketing Deal
TRIBUNE CO: Court Approves Severance Arrangements
TRIBUNE CO: Court OKs Non-Insider Incentive Programs
TROPICANA ENTERTAINMENT: Conservator Delays Sale of Casino

UNITED REFINING: S&P Puts Negative Outlook on 'B' Rating
VERSANT PROPERTIES: Cary Harrison Accuses Robert Richey of Fraud
VERSO TECHNOLOGIES: Plan Filing Period Extended to February 27
VERSO TECHNOLOGIES: Wants to Sell Certain Patents at Auction Sale
VERSO TECHNOLOGIES: Wants to Sell Verso's US Patents for $90,000

WACHOVIA AUTO: Fitch Affirms 'BB-' Rating on Class E Notes
WATERFORD GAMING: Moody's Reviews 'Caa1' Rating for Likely Cut
WATERFORD GAMING: S&P Downgrades Issuer Credit Rating to 'B'
WAVERLY GARDENS: Wants Plan Filing Period Extended to April 30
WESTERN REFINING: S&P Puts Negative Outlook on 'B+' Rating

WHITEHALL JEWELERS: Plan Filing Period Extended to April 20
WHITEHALL JEWELERS: Wants to Sell Unclaimed Jewelry Repairs
WORLDSPACE INC: Asks Court's Nod to Sell Substantially All Assets
XENOMICS INC: Extends Maturity of Convertible Debentures
YRC WORLDWIDE: Introduces YRC Brand Name for Integrated Network

YRC WORLDWIDE: Posts $974,392,000 Net Loss for Year Ended Dec. 31
ZOO HF: Fitch Junks Rating on Three Classes of Notes

* FDIC Eyes Over $40 Billion Losses to Deposit Insurance Fund

* Consumer Spending and Personal Income Fall Again
* Record Homes Vacant at End of 2008, Home Resales Rise in Dec.
* Realtors Welcome Renewed Efforts Towards Housing Stabilization

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


                            *********

ADVANTAGE RENT: Ford & Chrysler Sue Owner for Non-Payment of Debt
-----------------------------------------------------------------
Doron Levin at Bloomberg News reports that Chrysler Financial has
sued Advantage Rent-a-Car Inc. owner Dennis Hecker back for
failing to repay $550 million in loans.

As reported by the Troubled Company Reporter on Nov. 17, 2008,
Denny Hecker filed a lawsuit against Chrysler Financial for
freezing his credit, saying that the company "suddenly, without
notice, arbitrarily, and in bad faith" froze his credit, and
because of this, he and his companies were unable to purchase new
cars, or to operate his rental car business.

Bloomberg relates that Chrysler Financial then sued Mr. Hecker on
January 23 in a District Court in Hennepin County, Minnesota,
claiming that Mr. Hecker breached contracts to pay back the
funding.

According to Bloomberg, Mr. Hecker used loans from Chrysler
Financial to purchase vehicles for his dealerships.  When Chrysler
Financial cancelled Mr. Hecker's credit line, Mr. Hecker wasn't
able to pay Ford Motor Co. for Ford vehicles he had sold,
Bloomberg states, citing Tim Thornton, an attorney of Briggs &
Morgan who is representing Mr. Hecker.  Ford, according to
Bloomberg, filed a lawsuit against Mr. Hecker in January in the
U.S. District Court in Minneapolis, claiming that his now closed
Ford-Lincoln-Mercury dealership hasn't paid its $3.1 million debt
to the automaker.  "We were not paid for vehicles that were
purchased from us.  We do not feel that we are in a position to
comment or speculate on the cause or reason that the payments were
not made," Bloomberg quoted Ford spokesperson Marcey Evans as
saying.

                    About Advantage Rent

Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.


AMERICAN AXLE: Posts $1.2 Billion Net Loss in 2008
--------------------------------------------------
American Axle & Manufacturing Holdings, Inc., which is traded as
AXL on the NYSE, reported on January 30, 2009, its financial
results for the fourth quarter and full year 2008.

Full Year 2008 Results

   * Full year sales of $2.1 billion

   * Net loss of $1.2 billion, or $23.73 per share

   * AAM's full year results reflect the adverse impact of
     approximately $1.0 billion of special charges, asset
     impairments and other non-recurring operating costs;
     approximately three-quarters of these charges and costs were
     non-cash in the period and relate to the implementation of
     new labor agreements, hourly and salaried attrition program
     activity, plant closures and other actions to rationalize
     capacity, redeploy underutilized assets and align AAM's
     business to current and projected market requirements

   * 43% year-over-year decline in total light truck production
     volumes as compared to the full year 2007

   * Content-per-vehicle of $1,391, approximately 8% higher than
     the previous year

   * Non-GM sales of $544.6 million, or 26% of total net sales

AAM's results in the fourth quarter of 2008 were a net loss of
$112.1 million or $2.17 per share.  This compares to a net loss of
$26.8 million, or $0.52 per share, in the fourth quarter of 2007.
AAM's results in the fourth quarter of 2008 includes a tax expense
provision of $69.5 million, primary relating to non-cash charges
to establish and adjust valuation allowances on AAM's U.S. and
U.K. deferred tax assets.  This compares to a tax benefit of $34.5
million in the fourth quarter of 2007.

AAM's net loss for the full year 2008 was $1.2 billion, or $23.73
per share.  This compares to net earnings of $37.0 million, or
$0.70 per share, in 2007.

"The year 2008 was a turbulent and transformational year for AAM,"
said AAM Co-Founder, Chairman of the Board & Chief Executive
Officer Richard E. Dauch.  "The U.S. automotive industry has been
pushed to the verge of collapse due to numerous adverse market,
economic and competitive forces.  As a result, 2008 proved to be a
brutally difficult and demanding year for the entire domestic
automotive industry.  AAM accepted these challenges head-on and is
making the hard, necessary and structural changes to return to
profitability.

"In 2008, we achieved historic gains in the market cost
competitiveness and operating flexibility of AAM's U.S.
manufacturing base.  We developed and implemented a comprehensive
restructuring, resizing and profit recovery plan designed to
increase capacity utilization and rebuild AAM's balance sheet
strength.  We continued to invest in AAM's advanced product,
process and systems technology and expanded AAM's global
manufacturing and sourcing footprint.  We provided exceptional
value to our customers through AAM's outstanding daily performance
on product development, quality, reliability, warranty, delivery
and launch support.  We grew AAM's new business backlog to $1.4
billion by enhancing customer relationships around the world.
These actions position AAM to successfully manage through this
difficult period and emerge as stronger and more balanced company
for the future."

In 2008, AAM recorded approximately $1 billion of special charges,
asset impairments and other non-recurring operating costs.  Of
this total, approximately three-quarters of these charges and
costs were non-cash in the period.

These charges and costs are:

                                       (in millions)   EPS Impact
                                       -------------   ----------
Asset impairments, lease accruals and
indirect inventory write-downs              $603.7         $11.70

Attrition programs and benefit
reductions for U.S. hourly and
salary associates                            206.9           4.01

Accelerated Buydown Program (BDP) expense     51.9           1.01

Lump-sum signing bonus paid to UAW and
IAM associates at original U.S. locations     19.5           0.38

Accrual for Supplemental Unemployment
Benefits (SUB)                                18.0           0.35

Valuation allowance for deferred tax assets   62.7           1.21

Other (primarily plant closure accruals
and asset redeployment costs)                 22.7           0.44

Total special charges
and non-recurring operating costs           $985.4         $19.10

   * Asset impairment charges, operating lease accruals and
     indirect inventory write-downs of $603.7 million.
     Approximately half of these charges relate to the closure of
     three of AAM's original U.S. locations (including the
     previously idled driveline assembly facility in Buffalo, New
     York and two forging facilities: one in Tonawanda, New York
     and the other in Detroit, Michigan) and the idling of
     portions of AAM's driveline assembly facility in Detroit,
     Michigan.  The remaining portion of the asset impairment
     charges primarily results from the impact of structural
     changes in the level of market demand and accelerated
     reductions in customer production volumes anticipated for
     the major North American light truck and SUV product
     programs AAM currently supports for GM in the Detroit and
     Three Rivers, Michigan driveline assembly facilities.

   * Special charges of $206.9 million relating to U.S. hourly
     and salaried attrition programs and benefit reductions,
     including pension and other postretirement benefit
     curtailments and special and contractual termination
     benefits.  Included in this activity are charges relating to
     plant closing agreements, voluntary elections under the
     Special Separation Program (SSP) offered to UAW-represented
     associates at AAM's original U.S. locations and salaried
     workforce reductions.

   * Special charge of $51.9 million relating to the total
     estimated Buydown Program (BDP) payments to those associates
     that are expected to be permanently idled throughout the new
     labor agreements.  The BDP was applicable for associates
     that did not elect to participate in the SSP.  Under the
     BDP, AAM will make three annual lump-sum payments to
     associates in exchange for, among other things, a base wage
     decrease.

   * Special charges of $19.5 million related to lump-sum signing
     bonuses paid to AAM's UAW and IAM -represented associates
     upon ratification of the new labor agreements at the
     original U.S. locations.

   * Special charge of $18.0 million for Supplemental
     Unemployment Benefits (SUB) estimated to be payable to UAW-
     represented associates during the term of the new labor
     agreements at AAM's original U.S. locations.

   * Special charges of $62.7 million to establish valuation
     allowances on AAM's U.S. and U.K. deferred tax assets as
     required under SFAS No. 109, Accounting for Income Taxes.

   * Other special charges and non-operating costs of
     $22.7 million, primarily relating to costs incurred in
     connection with plant closings, including costs to redeploy
     machinery and equipment to support the launch of AAM's
     $1.4 billion new business backlog and reduce future capital
     spending.

In 2007, AAM recorded special charges and non-recurring operating
costs related to a voluntary separation program at the Buffalo
Gear, Axle & Linkage facility in Buffalo, New York.  Production at
this facility was idled in December 2007.  Also in 2007, AAM
incurred additional special charges and non-recurring operating
costs relating to other hourly and salaried attrition programs,
asset impairments, debt refinancing costs and the redeployment of
machinery and equipment and other actions to rationalize
underutilized capacity.  In total, AAM's 2007 results reflect the
impact of charges amounting to $93.9 million, or $1.18 per share,
relating to these items, including pension and other
postretirement benefit curtailments and special termination
benefits.  In the fourth quarter of 2007, AAM recorded
$70.6 million, or $0.92 per share, of these total special charges
and non-recurring operating costs.

Net sales for the full year 2008 were $2.1 billion as compared to
$3.2 billion in 2007.  Customer production volumes for the full-
size truck and SUV programs AAM currently supports for GM and
Chrysler were down approximately 41% in 2008 as compared to the
prior year.  AAM estimates that customer production volumes for
its mid-sized truck and SUV programs were down approximately 53%
in 2008 on a year-over-year basis.  Non-GM sales represented 26%
of total sales in 2008.

Net sales in the fourth quarter of 2008 were $503.0 million as
compared to $755.2 million in the fourth quarter of 2007.
Customer production volumes for the full-size truck and SUV
programs AAM currently supports for GM and Chrysler were down
approximately 37% in the fourth quarter of 2008 as compared to the
prior year.  AAM estimates that customer production volumes for
its mid-sized truck and SUV programs were down approximately 71%
in the fourth quarter of 2008 on a year-over-year basis.  Non-GM
sales represented 22% of total sales in the fourth quarter of
2008.

AAM's content-per-vehicle is measured by the dollar value of its
product sales supporting GM's North American truck and SUV
platforms and Chrysler's heavy duty Dodge Ram pickup trucks.  For
the full year 2008, AAM's content-per-vehicle increased
approximately 8% to $1,391 as compared to $1,293 in 2007.

AAM's SG&A spending for the full year 2008 was $185.4 million as
compared to $202.8 million in 2007.  AAM's R&D spending for the
full year 2008 was approximately $85.0 million as compared to
$80.4 million in 2007.

AAM defines free cash flow to be net cash provided by (or used in)
operating activities less capital expenditures net of proceeds
from the sales of equipment and dividends paid.  Net cash used by
operating activities for the full year 2008 was $163.1 million as
compared to net cash provided by operating activities of $367.9 in
2007.  Capital spending and deposits for acquisition of property
and equipment, net of proceeds from the sales of equipment for the
full year 2008 was $143.9 million as compared to $186.5 million in
2007.  Reflecting the impact of this activity and dividend
payments of $18.3 million, AAM's free cash flow use of $325.3
million in 2008 compared to an inflow of $149.6 million in 2007.

As of December 31, 2008, the company's balance sheet showed total
assets of $2 billion and total liabilities of $2.4 billion,
resulting in total stockholders' deficit of $432.1 million.

A full-text copy of the company's press release and selected
financial data is available for free at:

               http://researcharchives.com/t/s?391a

                       About American Axle

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.

                          *     *     *

The Troubled Company Reporter reported on Jan. 29, 2009, that
American Bankruptcy Institute reported 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 TCR, on Jan. 14, 2009, also reported that Standard & Poor's
Ratings Services has 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.


AMERICAN FIBERS: Court Extends Plan Filing Deadline to April 21
---------------------------------------------------------------
AFY Holding Company and its wholly owned subsidiary, American
Fibers and Yarns Company, won approval from the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a Chapter 11 plan through and including April 21,
2009, and their exclusive period to solicit acceptances of that
plan to June 18, 2009.

The Debtors told the Court that they have yet to complete
discussions with the Official Committee of Unsecured Creditors
regarding the terms of a consensual Chapter 11 plan and still have
a variety of other tasks to complete before it can propose a
meaningful plan.  These tasks include the sale of their Afton,
Virginia facility and certain finished goods and raw materials
inventory, the resolution of certain adversary proceeds to collect
outstanding accounts receivables, and the review and evaluation of
claims which must be considered before any plan or plans can be
formulated.  The Debtors relate that the requested extension will
not prejudice the legitimate interests of creditors, as the
Debtors continue to pay their debts as they fall due.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On Sept. 22, 2008, AFY Holding and American Fibers and Yarns filed
voluntary petitions seeking Chapter 11 relief (Bankr. D. Del. Lead
Case No. 08-12175).  Edward J. Kosmowski, Esq., Michael R. Nestor,
Esq., Robert F. Poppiti, Jr., Esq., and Nathan D. Grow, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represent the Debtors as
counsel.  RAS Management Advisors, LLC serves as the Debtors'
restructuring advisors.  Epiq Bankruptcy Solutions, LLC serves as
the Debtors' claims, noticing and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kenneth A. Rosen,
Esq., Sharon L. Levine, Esq., Eric H. Horn, Esq., and Sean E.
Quigley, Esq., at Lowenstein Sandler PC, represents the Debtors as
counsel.  William P. Bowden, Esq., Don A. Beskrone, Esq, and
Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., represent the
Committee as Delaware counsel.  When the Debtors sought bankruptcy
protection from their creditors, they listed assets of between $10
million and $50 million and debts of between
$10 million and $50 million.


AMERICREDIT CORP: S&P Downgrades Counterparty Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on AmeriCredit Corp. to 'B+' from 'BB-'
and its unsecured credit rating to 'B' from 'B+'.  The ratings
remain on CreditWatch negative, where they were placed on Oct. 29,
2008.  Resolution of the CreditWatch listing will be partially
dependent on AmeriCredit's success in obtaining a waiver and an
amendment from its warehouse lenders to address its expected
covenant violation.  S&P will also continue to evaluate
AmeriCredit's asset quality, financial flexibility, and liquidity
position in light of current economic and credit market
conditions.  This CreditWatch listing will be resolved within 90
days.

"The ratings downgrade reflects AmeriCredit's weakening asset
quality, as evidenced by its net losses in both the three- and
six-month periods ended Dec. 31, 2008.  Another concern is
AmeriCredit's liquidity position, given numerous possible cash
calls that S&P expects to affect liquidity over the 2009 calendar
year," said Standard & Poor's credit analyst Rian Pressman.

AmeriCredit's reliance on the asset-backed securities markets for
long-term funding is also a limiting ratings factor, given
continued difficult credit market conditions and the limitations
this is placing on AmeriCredit's financial flexibility.

For the three- and six-month periods ended Dec. 31, 2008,
AmeriCredit reported net losses of $25.6 million and
$27.2 million, respectively, exceeding S&P's expectations.  The
losses were primarily driven by increased credit costs, as net
charge-offs increased to 9.5% (annualized) of finance receivables
for AmeriCredit's second fiscal quarter of 2009--260 basis points
(bps) worse than the comparable period in fiscal 2008.  (The
company's shrinking receivables portfolio drove about 100 bps of
the increase.)  Recovery rates, which dropped to a historically
low 37% of repossessed charge-offs, were also a significant
aggravating factor.  S&P expects losses will continue to
accelerate given rising unemployment, which has reached more than
10% in certain states.  Loans delinquent 31 days or more (12% of
ending finance receivables) are indicative of this higher loss
potential.  S&P also notes that delinquencies would be higher if
not for AmeriCredit's intensified use of loan payment deferrals,
which were granted to borrowers representing more than 8% of
average finance receivables.  While S&P acknowledges that the use
of loan payment deferrals is economically advantageous to
AmeriCredit (incremental payments collected more than offset the
additional depreciation taken on the vehicles), it also delays the
recognition of eventual losses.

AmeriCredit was able to execute new transactions through 2008,
unlike most financial companies that are reliant on the ABS
markets for long-term funding.  This was partly accomplished
through the use of a forward ABS sales agreement with Deutsche
Bank, which was terminated in December 2008.  S&P views
maintenance of ABS market access to be a critical ratings factor;
however, actions taken by the company have mitigated S&P's near-
term concerns.  Because the company financed about $1.3 billion in
receivables via ABS transactions in its second fiscal quarter, it
has significantly reduced the balance outstanding on its master
warehouse facility, which is subject to a 364-day aging provision,
among other covenants.  In addition, AmeriCredit has been
originating only about $100 million of incremental receivables per
month.

Therefore, management believes it will not need to execute another
ABS transaction until late in calendar year 2009.  S&P is also
cautiously optimistic that AmeriCredit may be able to take
advantage of the Term ABS Loan Facility established by the Federal
Reserve.  S&P does note, however, that because of the
senior/subordinated structure of AmeriCredit's ABS transactions,
only the 'AAA' rated piece would be eligible for the program as
currently stipulated.

Lastly, management announced that it expects to be in violation of
the net loss covenant attached to its warehouse lines at the end
of January 2009.  "Although management expects to obtain a
temporary waiver for January and an amendment to adjust the
covenant by the end of February, in a worse case scenario, the
lenders could declare AmeriCredit in default, therefore
accelerating the debt and foreclosing on the collateral.  This
would also trigger a cross-default in AmeriCredit's unsecured and
convertible debt, as well as certain securitization transactions.
While S&P doesn't see this outcome as likely, the resolution of
this CreditWatch listing will be dependent in part on management's
ability to successfully remedy the situation," added Mr. Pressman.


APPLETON PAPERS: Moody's Cuts Rating to 'B2' on Liquidity Concerns
------------------------------------------------------------------
Moody's Investors Service downgraded Appleton Papers Inc.'s
corporate family rating to B2 from B1 and its speculative grade
liquidity rating to SGL-4 from SGL-3.  The company's other
existing debt ratings were also downgraded -- refer to the list
below.  All long-term ratings were placed on review for possible
further downgrade.  The downgrade was prompted by Moody's
expectation of weak operating performance due to difficult market
conditions, lower volumes and prices, and margin erosion, all
potentially leading to modest cash flow and heightened leverage.
The review is focused on Appleton's liquidity as 1) revolving
credit facility availability is limited and may diminish and 2)
credit facility financial covenants may be pressured.  In 2008,
the company increased revolver outstandings to cover higher
capital expenditures, environmental payments, pension
contributions, and employee stock ownership requirements.

The review will further examine whether the company's credit
profile going forward will remain supportive of its current B2
corporate family rating.  In order to fully consider these
matters, Moody's will look to clarify and review 1) the fourth
quarter 2008 operating results, 2) the 2009 business outlook, 3)
the likelihood of covenant compliance over the near term and the
company's ability to potentially re-negotiate its bank credit
agreement and/or financial covenants with its lenders, and 4) the
company's financial strategy.  Moody's intends to complete this
review within the next 45 days.

The SGL-4 rating indicates weak liquidity.  The company may be
required to obtain waivers or amendments to its financial
covenants under its credit facility in order to maintain access to
its revolver.  Moody's expects the company to generate negative
free cash flow over the near term and heavily rely on its
committed facilities.

Ratings Downgraded and On Review For Further Downgrade:

  -- Corporate family rating downgraded to B2 from B1;

  -- Senior secured revolving credit facility downgraded to Ba3
     (LGD2, 25%) from Ba2 (LGD2, 22%);

  -- Senior secured term loan B downgraded to Ba3 (LGD2, 25%) from
     Ba2 (LGD2, 22%);

  -- Senior unsecured notes downgraded to B3 (LGD4, 68%) from B2
     (LGD4, 62%);

  -- Senior subordinated notes downgraded to Caa1 (LGD5, 90%) from
     B3 (LGD5, 89%);

  -- Speculative grade liquidity rating downgraded to SGL-4 from
     SGL-3

Moody's last rating action was on May 9, 2007 when Appleton's
senior secured credit facilities were assigned Ba2 ratings and the
corporate family rating was affirmed at B1.

Appleton Papers Inc., headquartered in Appleton, Wisconsin,
develops and manufactures specialty coated paper products,
including carbonless paper, thermal paper, and other niche coated
paper products.

                           *     *     *
The Appleton downgrade matches the demotion issued the day
before by Standard & Poor's.


APPLETON PAPERS: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Appleton Papers Inc., including its corporate credit
rating lowered to 'B' from 'BB-'.  All ratings, including the
issue-level ratings, remain on CreditWatch with negative
implications, where they were initially placed on Dec. 5, 2008.

"The downgrade stems from our concerns about Appleton's weakening
credit measures during a difficult operating environment, its
likely tightened liquidity position, and its ability to remain in
compliance with its financial covenants over the next several
quarters," said Standard & Poor's credit analyst Andy Sookram.
"We expect the operating environment will remain challenging
through 2009 as consumers continue to rein in discretionary
spending in the face of an economic recession.  As a result, S&P
believes the demand for the company's paper products could decline
meaningfully."  Currently, the 'B' anticipates that Appleton could
experience weaker operating performance in 2009, with the
operating margins declining from an average of 14%-16% in the last
few years to about 11%-12%.  Under this scenario, leverage, as
measured by total adjusted debt to EBITDA, could rise to the 6.5x
area in 2009.

In resolving the CreditWatch listing, S&P will assess management's
plans for addressing its financial covenant, in addition to a
remedy if applicable, as well as closely monitor operating trends
in the next several quarters.


ARG ENTERPRISES: Gets Final OK to Use $71.5MM Pecus DIP Facility
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized ARG Enterprises Inc. and its
affiliates to obtain, on a final basis, up to $71.5 million in
debtor- in-possession financing under the postpetition financing
senior secured superpriority credit agreement dated Jan. 16, 2009,
with Pecus ARG Parallel LLC, as administrative and collateral
agent.

Judge Carey has overruled all unresolved objections to the
Debtors' request.

Troubled Company Reporter said on Feb. 2, 2009, the Court
authorized the Debtors to access $12 million in postpetition
financing on the interim basis on Jan. 16, 2009.  The Court also
authorized the Debtors to use cash collateral to secure repayment
of secured loans to the lenders.

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

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

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

Interest Rate:    10%

Default Rate:     12%

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

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

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

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

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

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

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

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

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

                     Prepeptition Secured Debt

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

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

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

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

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

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

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

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

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

                       About ARG Enterprises

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


ARG ENTERPRISES: Wants to Hire Landis Rath as Counsel
-----------------------------------------------------
ARG Enterprises Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to employ Landis Rath & Cobb LLP as their counsel.

The firm is expected to:

   a) advise and assisting the Debtors with respect to their
      rights, powers and duties as debtors in possession, and
      taking all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any actions commenced against
      the Debtors, negotiating all disputes involving the
      Debtors, and preparing objections to claims filed against
      the Debtors' estates;

   b) prepare necessary pleadings, motions, applications, draft
      orders, notices, schedules and other documents, and
      reviewing all financial and other reports to be filed in
      these cases, and advising the Debtors concerning, and
      preparing responses to, applications, motions, other
      pleadings, notices and other papers that may be filed
      and served in this case;

   c) appear in the Court to represent and protect the interests
      of the Debtors and their estates;

   d) advise and assist the Debtors in connection with the
      formulation, negotiation and promulgation of a plan or
      plans of reorganization or liquidation and related
      documents, and taking all further actions as may be
      required in connection with the Plan during this case;

   e) advise and assist the Debtors in connection with any
      potential asset dispositions; and

   f) perform all other necessary legal services in connection
      with this case.

The firm's professionals and their compensation rates are:

      Designation                    Hourly Rate
      -----------                    -----------
      Partners range                 $525-$595
      Associates                     $275-$375
      Paralegals                     $180-$200
      Legal Assistants               $95-$125

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

                       About ARG Enterprises

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


ASAT HOLDINGS: In Talks With Lenders to Restructure Obligations
---------------------------------------------------------------
ASAT Holdings Limited (ASTTY.OB) disclosed that it has initiated
discussions with certain holders of the Company's 9.25% Senior
Notes due 2011 to restructure its existing Senior Notes
obligations.  These Noteholders have preliminarily indicated to
ASAT management that they are supportive in principle of
facilitating a restructuring.

"ASAT remains a primary source of packaging and assembly services
in the semiconductor industry.  We have a history of product
innovation and we will continue to strive to stay at the leading
edge of packaging technology," said Tung Lok Li, acting chief
executive officer of ASAT Holdings Limited.  "A number of our
major shareholders and Noteholders are in discussions seeking a
timely restructuring, and we anticipate that there will be no
change in our day-to-day operations during this process.  We
remain committed to continuing to offer our customers reliable
service, enhanced product offerings and quality, and expect that
our actions will strengthen our position within the industry."

"We have been engaged in an ongoing and productive dialogue with
certain of our major Noteholders to develop a solution that is
expected to result in an improved capital structure and enhanced
financial flexibility for the Company," said Kei Hong Chua, chief
financial officer of ASAT Holdings Limited.  "Since 2006 we have
made significant progress in improving our operational
performance, and we hope to deliver similar progress with regard
to our capital structure."

"We are pleased that ASAT's management has reached out proactively
to its Noteholders," said Robert Petty, Managing Partner of
Clearwater Capital Partners, one of ASAT's leading Noteholders.
"These discussions are an important first step in the process
toward developing and implementing a mutually beneficial debt
restructuring plan.  We look forward to taking an active part in
discussions and believe they can result in a better balance sheet
for the Company, allowing it to continue to deliver quality
product to its customers."

                         Interest Payment

The Company said it will delay making its next semi-annual
interest payment on its 9.25% Senior Notes.  ASAT has 30 days from
the February 1, 2009 due date to meet its interest payment
obligation under the indenture for those notes.

"We believe it is in the Company's best interest to utilize the
30-day grace period while we attempt to complete an agreement with
our major Noteholders," said Mr. Chua.

                    About ASAT Holdings Limited

ASAT Holdings Limited -- http://www.asat.com/-- is a global
provider of semiconductor package design, assembly and test
services. With 20 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines. ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip. ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products.  Today, the Company has operations in the United States,
Asia and Europe.

The Troubled Company Reporter reported on Feb. 4, 2009, that
Moody's Investors Service downgraded the corporate family rating
of ASAT Holdings Ltd to Ca from Caa1.  At the same time, Moody's
also downgraded to Ca from Caa1 the senior unsecured rating for
New ASAT (Finance) Limited's US$150 million senior notes, maturing
in 2011, which are guaranteed by ASAT.  The outlook for both
ratings is negative.

The TCR also reported on Feb. 4, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on ASAT
Holdings Ltd. to 'D' from 'CC'.  At the same time, it lowered the
issue rating on US$150 million 9.25% senior notes due 2011 to 'D'
from 'CC'.  The notes were issued by New ASAT (Finance) Ltd. and
guaranteed by ASAT.


AUTOBACS STRAUSS: Files for Chapter 11 Bankruptcy in Delaware
-------------------------------------------------------------
Autobacs Strauss Inc. made a voluntary filing under Chapter 11 of
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware citing Japanese auto-parts
retailer Autobacs Seven Co. Ltd.'s refusal to provide more
additional working capital to the company.

Autobacs Seven through its direct subsidiary, Autobacs USA Inc.,
formed Autobacs Strauss to purchase substantially all assets of
R&S Parts and Service Inc. and 1945 Route 23 Associates Inc --
including obligations to make certain installment payments due
under R&S Parts and 1945 Route's plan of reorganization to their
holders of general unsecured claims.  Autobacs Strauss made
additional deferred payments of $5.2 million and $2.9 million due
in May 2009 and May 2010 respectively.  R&S Parts and 1945 Route
filed for bankruptcy in 2006 (Bankr. D. N.J. Case No. 06-17474).

Autobacs USA commenced a Chapter 11 proceeding in the United
States Bankruptcy Court for the Central District of California
(Case No. 09-10898).

Consequently, Autobacs Strauss entered into a series of unsecured
loan agreements with Autobacs Seven to infuse working capital into
Autobacs Strauss and to enable it to satisfy its obligations
arising under the asset sale transaction.  However, Autobacs Seven
advised Autobacs Straus that it no longer willing to provide more
working capital in December 2008.  Autobacs Seven notified
Autobacs Strauss that the loan agreements were in default and
declared all sums under the agreements immediately due and payable
on Feb. 2, 2009.  Autobacs Strauss owes
$42.4 million under the agreements as of its bankruptcy filing.

Glenn R. Langberg, president of the company, said Autobas Strauss
does not have sufficient fund to repay the loan agreements or to
pay the $5.2 million deferred payment due May 2009.  Mr. Langberg
said, "[the company] intends to promptly and efficiently close
certain of its underperforming stores and to shift the operating
focus of other locations towards a higher-margin and more
profitable services-based model, retaining certain larger stores
as inventory hubs that will support the smaller service only
locations."

In its filing, Autobacs Strauss listed assets and debts between
$50 million and $100 million.  The company's books and records
showed $75 million in assets and $72 million in liabilities, court
documents confirmed.  The company generated about
$150 million but incurred $11 million in losses for the fiscal
year ended Jan. 3, 2009.

Autobacs Strauss owes $8,200,000 to Class 4 Plan Administrator,
$1,021,719 to Cooper Tire & Rubber Company, and $572,439 to Exide
Technologies Reg.

Autobacs Strauss tapped Young Conaway Stargatt & Taylor LLP as its
counsel and Epiq Bankruptcy Solutions LLC as its claims agent.

                      About Autobacs Strauss

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com-- sell after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Debtor operate 86 retail store locations and has about 1,450
employees.


AUTOBACS STRAUSS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Autobacs Strauss Inc.
        9A Brick Plant Road
        South River, NJ 08882

Bankruptcy Case No.: 09-10358

Type of Business: The Debtor sells after-market automotive parts
                  and accessories, and operate automotive service
                  centers located in New York, New Jersey,
                  Philadelphia, Bethlehem and Pennsylvania.  The
                  Debtor operate 86 retail store locations and
                  has about 1,450 employees

                  In March 2007, Autobacs Seven Co. Ltd., auto-
                  parts retailer in Japan, through its direct
                  subsidiary Autobacs USA Inc., formed the Debtor
                  to purchase substantially all of the assets of
                  R&S Parts and Service Inc. and 1945 Route 23
                  Associates Inc., which filed for bankruptcy in
                  2006 in the United States Bankruptcy Court for
                  the District of New Jersey (Case No. 06-17474).

                  Autobacs USA commenced a Chapter 11 proceeding
                  in the United States Bankruptcy Court for the
                  Central District of California.

                  See: http://www.straussauto.com

Chapter 11 Petition Date: February 4, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Edward J. Kosmowski, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com

Claims Agent: Epiq Bankruptcy Solutions, LLC
              757 Third Avenue, 3rd Floor
              New York, NY 10017

Total Assets: $75,000,000 as of January 3, 2009

Total Debts: $72,000,000 as of January 3, 2009

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Class 4 Plan Administrator     contract          $8,200,000
Attn: Neil Gilmour, III
Executive Sounding Board
Associates Inc.
1300 N. Market Street
Suite 506
Wilmington, DE 19801
Fax: (302) 573-6812

Cooper Tire & Rubber Company   trade             $1,021,719
P.O. Box 640007
Pittsburg, PA 15264
Fax: (800) 759-5789

Exide Technologies Reg.        trade             $572,439
P.O. Box 933479
Atlanta, GA 31193-3479
Fax: (678)  566-9018

Robert Bosch Corp.             trade             $483,777

Kumho Tire USA Inc.            trade             $426,781

Honeywell International Inc.   trade             $409,209

Qualis Automotive LLC          trade             $358,192

Factory MTR. PRTS. Co. A/C     trade             $301,048
Delco

Philips Automotive Lighting    trade             $219,855

Recochem Inc.                  trade             $189,566

Dorman Products Inc.           trade             $189,180

BP Lubricants USA Inc.         trade             $178,876

Sopus Products                 trade             $165,173

Wagan Corporation              trade             $152,030

Pylon Manufacturing Corp.      trade             $111,429

Ashland Inc.                   trade             $99,631

Exxon Mobil Oil                trade             $77,462

Clorox Sales Company           trade             $76,397

Black & Decker (US) Inc.       trade             $70,741

Federal-Mogul Corp.            trade             $70,739

Local 108 Health Fund          contract          $68,160

Reliance Automotive Inc.       trade             $67,193

Hopkins MFG. Corp.             trade             $66,473

Dayco Products Company         trade             $60,199

Custom Accessories Inc.        trade             $59,583

Super Clean BRD. Inc. Wash     trade             $54,377
FLD.

Republic Bank                  lease             $49,979

Shinn Fu Company               trade             $48,352

Winner International           trade             $48,335

Midtronics Inc.                trade             $47,627

The petition was signed by Akihiro Yamada, chief executive
officer.


AUTOBACS USA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Autobacs U.S.A., Inc., Debtor
        12645 Beach Blvd.
        Stanton, CA 90680

Bankruptcy Case No.: 09-10898

Type of Business: The Debtor sells auto-part accessories.  The
                  Debtor is a subsidiary of Autobacs Seven Co.
                  Ltd., auto-parts retailer of Japan.

Chapter 11 Petition Date: February 4,2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Marc J. Winthrop, Esq.
                  pj@winthropcouchot.com
                  Winthrop Couchot Pofressional Corporation
                  660 Newport Center Dr., Ste. 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Toyo Tire (USA) Corp                             $54,818
PO Box 515319
Los Angeles, CA 90051-6598
Tel: (800) 678-3250

Shapell Industries                               $38,906
27150K Alicia Parkway
Laguna Niguel, CA 92677
Tel: (949) 448-0061

KIR Covina LP
3333 New Hyde Park Ro., #100
Hyde Park, NY 11042

Los Angeles Times-3                              $29,771

Levin's Auto Supply LLC                          $21,948

Keystone Automotive Operations                   $21,223

TWD                                              $18,943

Fulmer Helmets Inc.                              $17,993

Fujitsu Ten Corp. of America                     $14,493

Pro-Motion Distributing                          $13,605

Turbo Wholesale Tires Inc.                       $10,048

American Tire Distributors                       $8,193

Cooper Tire & Rubber Co.                         $7,259

Healthnet                                        $6,778

Options Auto Salon                               $6,617

Minds Corp.                                      $6,349

KHL Trading Corp.                                $4,543

Rockford Corporation                             $4,343

Interstate Tire-Commerce                         $4,003

Principal Financial Group                        $3,941

The petition was signed by Toshio Kitamura, president.


BERNARD L. MADOFF: Seeks to Hire Counsel for U.K. Proceedings
-------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to hire
U.K.-based law firm Lovells LLP to give advice and recover assets
in Europe.

Mr. Picard says it will be necessary to engage counsel to
represent him in the foreign proceedings of MSIL.  He says he
seeks to retain Lovells as special counsel because of its
knowledge, expertise and experience in liquidation proceedings in
the United Kingdom and other European foreign jurisdictions,
including France, Germany, Italy, and Spain.  "Lovells' employment
and retention is necessary and in the best interests of the
Debtor's estate and its customers and creditors," he said.

                       Foreign Proceedings

The directors of Madoff's London entity, Madoff Securities
International Ltd., filed an application with the High Court of
Justice, Chancery Division, Companies Court, for the appointment
of joint provisional liquidators.  After a hearing on December 19,
2008 at which counsel for the Receiver, counsel for the MSIL
Directors, counsel for the Financial Services Authority, and
counsel for the Joint Provisional Liquidators were heard, the High
Court ordered, among other things, that:

    (1) MSIL be placed into a provisional liquidation,

    (2) Mark Richard Byers, Andrew Laurence Hosking, and Stephen
        John Akers of Grant Thornton be appointed joint
        provisional liquidators,

    (3) the affairs, business, and property of MSIL will be
        managed by the joint provisional liquidators,

    (4) the joint provisional liquidators will cooperate with the
        Receiver, the Trustee, and the Financial Services
        Authority, and

    (5) to use their best efforts to provide to the United States
        Department of Justice and SEC the same information
        provided to the Receiver, Trustee, and FSA.

According to Mr. Picard, issues have arisen in other foreign
jurisdictions in Europe such that there may be a need for
representation by counsel in other foreign proceedings in Europe
as he pursues the recovery of customer property.

                           Lovells' Fees

Lovells will be compensated at its normal hourly rates, less a 10%
discount. Lovells normal hourly rates are:

                                             Hourly Rates
                                ----------------------------------
  Level of Experience           London (GBP)  Cont. European (EUR)
  ------------------            ------------  -------------------
  Partner                         610                520
  Consultants and Senior Lawyers  560                435
  Assistant 6-8 years             525                415
  Assistant 5-6 years             490                370
  Assistant 4-5 years             450                335
  Assistant 3-4 years             415                335
  Assistant 2-3 years             380                315
  Assistant 1-2 years             340                295
  Assistant 0-1 years             300                275
  Trainee                         230                235

The Securities Investor Protection Corporation, the entity that
applied for the liquidation of BLMIS under the Securities Investor
Protection Act, has no objections to the retention of the firm.

                   Lovells' Disinterestedness

Mr. Picard says that he believes members, counsel and associates
of Lovells are disinterested pursuant to section 78eee(b)(3) of
SIPA and do not hold or represent any interest adverse to the
Debtor's estate in respect of the matter for which Lovells is to
be retained.

Christopher Kennet Grierson, a member of the firm, disclosed that
Lovells represents many customers or creditors of Madoff.
However, he said the firm will not represent those persons or
entities adverse to the interest of the Debtor.

                      About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Investigator Says SEC Ignored Fraud Warnings
---------------------------------------------------------------
Michael R. Crittenden at The Wall Street Journal reports that
independent fraud investigator Harry Markopolos said that the U.S.
Securities and Exchange Commission ignored for years his repeated
warnings of Bernard Madoff's alleged Ponzi scheme.

WSJ relates that Mr. Markopolos submitted to a House committee
documents describing his efforts, which started in 1999.
According to WSJ, Mr. Markopolos said that he and his team of
investigators collected "intelligence reports from field"
operatives and developed networks of contacts to provide
information on Mr. Madoff's operation and the feeder funds that
allegedly contributed to the scheme.

Mr. Markopolos, WSJ states, had repeated meetings with the SEC
officials, who he claims asked few questions and made little
effort to understand the complicated derivatives instruments
allegedly Mr. Madoff used to defraud investors.  "I was dismissed
and ignored, making any further attempts to explain on my part
impossible," the report quoted Mr. Markopolos as saying.

According to WSJ, Mr. Markopolos said that he and his team,
worried of their safety, anonymously submitted some documents to
the SEC and had not always identified themselves to the officials.
"My team and I surmised that if Mr. Madoff gained knowledge of our
activities, he may feel threatened enough to seek to stifle us,"
WSJ quoted Mr. Markopolos as saying.

                    About Bernard L. Madoff

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

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

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

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


BEXAR COUNTY: Moody's Affirms 'Caa1' Rating on 2001A Bonds
----------------------------------------------------------
Moody's Investors Services has affirmed the Caa1 rating on Bexar
County Housing Finance Corporation Housing Revenue Bonds (Nob Hill
Apartments Project) Senior Series 2001A and the C rating on the
Subordinate Series 2001B.  The outlook remains negative.  The
Junior Subordinate Series C bonds are not rated.  The ratings and
outlook reflect the payment default on the subordinate Series
2001B as well as the potential for a future default of the senior
Series 2001 A due to the project's ongoing financial and occupancy
problems.

Nob Hill Apartments Project is a 368 unit multi-family rental
property.

Legal Security: The bonds are secured by a lien on and pledge and
assignment of a security interest in the Trust Estate.

Interest Rate Derivatives: none

                       Recent Developments

On December 1, 2007 no interest payments were made on the
Subordinate Series B and Series C (unrated) bonds due to the
failure of the borrower to provide the trustee the funds to cover
the full interest payments on these bonds.  Per the discretion of
the trustee, the Series B and C debt service reserves were not
tapped.  On June 1, 2008, no interest payments were made on the
Subordinate Series B and Series C (unrated) bonds.

On December 12, 2008 the issuer entered into the First
Supplemental Trust Indenture and the First Amendment to the Loan
Agreement.  These documents direct the trustee to transfer
$750,000 from the debt service reserve funds and bond funds to the
repair and replacement fund in order to make physical repairs to
the project.  Events of default under the new loan agreement
include failure to meet certain debt service coverage tests.

Both financial performance and occupancy continue to be poor.  As
of December 31, 2007 audited numbers, debt service coverage on the
senior and subordinate bonds fell to 0.79x and 0.71x respectively.
However, unaudited financial statements as of October 2008 suggest
that the financial condition of the project has improved slightly
driven by an increase in both rental and other income and a
decrease in expenses.  Low occupancy continues to be a key
concern.  Physical occupancy for the project was 82% in December
of 2008 and economic occupancy was 68% as of October 2008.

                             Outlook

The outlook for the rating remains negative.  The negative outlook
reflects the negative trend in debt service coverage over time and
the potential for non-payment of principal and interest for the
senior bonds in the future.

                 What could change the rating- UP

* Significant improvement in performance and demonstrated ability
  to pay all interest and principal payments on the senior and
  subordinate bonds.

                What could change the rating- DOWN

* Further deterioration in debt service coverage or failure to
  pay principal and/or interest payments for the senior bonds.

The last rating action with respect to the Bexar County Housing
Finance Corporation Housing Revenue Bonds was on October 27, 2008
when its Senior Series 2001A ratings were downgraded to Caa1 from
Ba3 and its Subordinate Series 2001B were downgraded to C from B1.


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

Type of Business: The Alleged Debtor runs a private medical
                  office.  The Alleged Debtor is the wife of the
                  petitioner.  The Alleged Debtor filed a
                  dissolution of marriage on petitioner.
                  Mediwell, Inc., is a family business.

Bankruptcy Case No.: 09-21224

Chapter 11 Petition Date: January 26, 2009

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

Judge: Christopher M. Klein

Debtor's Counsel: Pro Se

Petitioner's Counsel: In Pro Per

   Petitioning Creditor     Nature of Claim         Amount
   --------------------     ---------------         ------
   Ravdeep Singh Bhasin     Community Property     $908,150
   P.O. Box 582542
   Elk Grove, CA 95758


BOWNETREE LLC: Files Amended Disclosure Statement; Plan to Follow
-----------------------------------------------------------------
Bownetree, LLC, delivered to the U.S. Bankruptcy Court for the
Eastern District of New York on Jan. 27, 2009, its first amended
disclosure statement in connection with its Plan of
Reorganization.  The Plan of Reorganization will be submitted
after approval of the disclosure statement.

                          Plan Overview

The Plan contemplates the sale of the Debtor's real estate to 36-
20 Bowne, LLC, which holds the 2nd mortgage on the property, for
an amount needed to satisfy the Class 1 claim of Kennedy Funding,
Ltd., which holds the first mortgage on the property, and the NYS
and IRS Secured Claims in Class 3 in full.  The property is
comprised of partly completed walk up apartment buildings and
vacant land located at Flushing, New York.

Pursuant to the Plan, General Unsecured Claims will not receive
any payments of their claims since the Debtor will be liquidating
following confirmation pursuant to a liquidating plan.  For the
same reasons, Equity interests in the Debtor will also receive
nothing under the Plan.  Suzuki Capital Funding through its
memebers and president, Sam Suzuki, holds 93% of the equity.

A. Unclassified Claims

Administration expense claims include all costs incurred in the
operation of the Debtor's businesses after the Petition Date, the
fees and expenses of professionals retained by the Debtor, and any
statutory committee appointed to serve in the Chapter 11 case.

Under the Plan, all administration expense claims will be paid in
full, in Cash.  United States Trustee statutory fees arising under
Sec. 930 of Title 28 of the U.S. Code will be paid in full, in
Cash.  Priority Claims will be paid in full plus the applicable
Federal, NYS or other statutory rate of interest in monthly
payments as permitted by Sec. 1129(a)(9) of the Bankruptcy Code.

B. Classified Claims

The Plan divides Claims Against and Equity Interests in the
Debtors into five classes:

                                                Treatment
                                                ---------
Class 1 -- Kennedy Funding, Ltd.       Impaired; Entitled to Vote
           Secured 1st Mortgage Claim

Class 2 -- 36-29 Bowne, LLC            Impaired; Entitled to Vote
           Secured 2nd Mortgage Claim

Class 3 -- NYS and IRS Secured Claims  Unimpaired; Vote not
                                       Solicited

Class 4 -- General Unsecured Claims    Impaired; Entitled to Vote

Class 5 -- Equity Interests            Impaired; Entitled to Vote

Classes 1, 2, 4, and 5 are impaired under the Plan, and thus, are
entitled to vote to accept or reject the Plan.  Only Class 3 is
unimpaired under the Plan.

The Secured Claim of Kennedy Funding, Ltd., under Class 1 will be
paid in full from the proceeds of the sale of certain Debtor's
real estate properties, plus postpetition interest as well as
legal costs.

The Debtor will sell to 36-20 Bowne LLC all of the Debtor's Real
Estate including the vacant land and townhouse property in full
satisfaction of the Class 2 claim of 36-20 Bowne LLC.  Proceeds
will be used to pay off Class 1 and Class 3 claims as well as
administrative claimants.

NYS and IRS Secured Claims under Class 3 are potential claims,
which might arise from the personal liability of Sam Suzuki,
member and owner of Susuki Capital Funding, Ltd., which owns
Bownetree LLC.  Both taxing authorities will be paid 100% upon the
consummation of the sale of the Debtor's Real Estate Properties.

Equity Interests under Class 5 will not receive any payments under
the Plan.  The company will liquidate after confirmation and the
equity will be worthless.

Notwithstaning the rejection of the Plan by one or more impaired
classes, the Debtor may, in its discretion, nevertheless seek
confirmation of the Plan pursuant to the "cramdown" provisions of
the Bankruptcy Code under Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of Bownetree LLC's 1st Amended Disclosure
Statement is available for free at:

       http://bankrupt.com/misc/Bownetree1stAmendedDS.pdf

Headquartered in New York City, Bownetree LLC is engaged in the
business of real estate development, sales, and construction.  The
company filed for Chapter 11 protection on Sept. 4, 2008 (Bankr.
E.D. N.Y. 08-45854).  The Debtor's schedules showed assets of
$17,301,277 and liabilities of $10,940,615.  Alina N.
Solodchikova, Esq. and Stphen B. Kass, Esq., at the Law Offices of
Stehen B. Kass, in New York City, represent the Debtor as counsel.


BONTEN MEDIA: S&P Raises Corp. Credit Rating to 'B-' From 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Bonten Media Group Inc. to 'B-' from
'SD'.  The rating outlook is stable.

At the same time, S&P raised the issue-level rating on Bonten's
senior subordinated toggle notes to 'CCC' (two notches lower than
the 'B-' corporate credit rating on the company) from 'D'.  The
recovery rating on this debt remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.

S&P also lowered the issue-level rating on Bonten's senior secured
bank debt to 'B-' (at the same level as the 'B-' corporate credit
rating) from 'B+' and removed it from CreditWatch, where it was
placed with negative implications
Nov. 24, 2008.  S&P revised the recovery rating on this debt to
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default, from '2'.

"The rating actions reflect our assessment of Bonten Media's
financial condition and business outlook over the intermediate
term following its subpar repurchase of $27.6 million of its
subordinated toggle notes in a private transaction," noted
Standard & Poor's credit analyst Deborah Kinzer.  "We expect that
the company's revenue will decline significantly in 2009 because
of the recession and the lack of significant political ad revenue
in a non-election year, causing EBITDA to fall even more sharply.
S&P believes that the company's recent decision to pay interest on
its toggle notes in kind instead of in cash, along with the subpar
note repurchase, will only slightly alleviate pressure on the
company's cash flow generation and leverage metrics as EBITDA
drops over the coming quarters."

The 'B-' rating reflects the TV broadcaster's high debt leverage,
relatively narrow revenue and cash flow diversification, weak
conversion of EBITDA into discretionary cash flow because of high
interest expense, and TV broadcasting's mature revenue growth
prospects.  The good positions of Bonten's predominantly major
network affiliated TV stations in several small and midsize
markets, broadcasting's good EBITDA margins, and the company's
discretionary cash flow potential minimally offset these factors.


BRIGHTER MINDS: Unit Files for Chapter 11 Bankruptcy
----------------------------------------------------
Brighter Minds Media, Inc. (TSX VENTURE:BRI) said Feb. 2 that a
subsidiary, Brighter Minds Media, LLC, has filed for Chapter 11
bankruptcy protection with the United States Bankruptcy Court,
Southern District of Ohio.  The Subsidiary is pursuing all options
including a possible sale of the Subsidiary.

Brighter Minds Media LLC filed for Chapter 11 before the U.S.
Bankruptcy Court for the Southern District of Ohio (Case No. 09-
50749) on February 2.

Based in Worthington, Ohio, the Debtor had $4.6 million revenue
over the first nine months of 2008 that translated into a net loss
of $445,000, according to Bill Rochelle of Bloomberg News.
The Debtor, according to the report, said it owes $3.9 million to
the secured lender Laurus Master Fund Ltd.

               About Brighter Minds Media, Inc.

Brighter Minds is a publisher of online and multimedia materials
for the whole family with a focus on creating a wholesome online
environment for children and the family. Brighter Minds is also
proud to offer a fun and educational line of retail products
including software and books. Brighter Minds' products are
available online and at major retailers across the United States
and Canada. Brighter Minds Media, Inc. is publicly traded on the
TSX Venture Exchange (TSX VENTURE:BRI) and is a Hargan Ventures
(www.harganvc.com) investee company. More information about
Brighter Minds can be found at www.brightermindsmedia.com.


BROADSTRIPE LLC: Seeks to Hire Ashby & Geddes as Counsel
--------------------------------------------------------
Broadstripe LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Ashby & Geddes PA as their attorney.

The firm will:

   a) perform all necessary services as the Debtors' Delaware
      counsel, including, without limitation, preparing, or
      assisting in preparation of, all necessary documents on
      behalf of the Debtors;

   b) advise the Debtors of their powers and duties as debtors-
      in-possession in the continued operation of their business
      and management of their properties;

   c) appear at hearings before the Court on behalf of the
      Debtors;

   d) take all necessary actions to protect and preserve the
      Debtors' estates during the pendency of these Chapter 11
      cases, including prosecution of actions by the Debtors, the
      defense of any action commenced against the Debtors, and
      negotiations concerning all litigation in which the Debtors
      are involved;

   e) prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and papers in connection with administration of
      these Chapter 11 cases; and

   f) perform such other legal services that are desirable and
      necessary for the efficient and economic administration of
      these Chapter 11 cases.

The firm's professionals and their compensation rates are:

      Professional            Position     Hourly Rate
      ------------            --------     -----------
      Don A. Beskrone, Esq.   Member       $480
      Ricardo Palacio, Esq.   Member       $435
      Amanda M. Winfree, Esq. Associate    $295
      Cathie Boyer            Paralegal    $180

Don A. Beskrone, Esq., a member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                      About Broadstripe LLC

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


BURGER PACIFIC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Burger Pacific, LLC
        10 Faraday
        Irvine, CA 92618

Bankruptcy Case No.: 09- 10845

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 25, 2008:

        Entity                                     Case No.
        ------                                     --------
RSM BFS Partners                                   08-1771

Chapter 11 Petition Date: February 3, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: David W. Meadows, Esq.
                  1801 Century Park East, Suite 1250
                  Los Angeles, CA 90067
                  Tel: (310) 557-8490
                  david@davidwmeadowslaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by John D. Gantes, managing member of the
company.


CADENCE INNOVATION: Court Stretches Exclusive Periods to April 23
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended Cadence Innovation LLC and its affiliates'
Exclusive Plan Filing Period, through and including April 23,
2009; and the Debtors' Exclusive Solicitation Period, through and
including June 22, 2009.

The Debtors had told the Court that they are pursuing an extremely
aggressive timeline for the liquidation of their assets and have
been spending considerable time pursuing potential purchasers and
attempting to reach acceptable sale arrangements. The Debtors
maintained that given these circumstances, it would be premature
for them to file a plan of reorganization at this time.

The Debtors also obtained approval of Amendment No. 2 of its
$50,000,000 DIP Credit Agreement with Bank of America, N.A., and
certain other lenders.  The Amendment provides for an extension of
the maturity date of the DIP Facility through January 9, 2009.
The Lenders are entitled to further extend the Maturity Date
without further Court approval, provided that the extension will
not go beyond February 28, 2009.  In the event of an extension,
the Debtors are directed to promptly notify the U.S. Trustee,
General Motors Corporation and Chrysler LLC.

A full-text copy of Amendment No. 2 to BofA Facility is available
for free at http://bankrupt.com/misc/Cadence_DIPAmendmentNo2.pdf

Before the Court entered its ruling, the maturity date of the DIP
Facility with respect to the Revolving Loans was December 31,
2008.  The Debtors' ability to obtain further Revolving Loans
also expired on December 31.

The Debtors are liquidating their assets in an orderly manner and
expect to be able to pay the DIP Lenders in full within the next
month or so, as they aim to collect amounts owed to them by GM and
Chrysler.  Patrick J. Reilley, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, said the Debtors
will need to be able to seek advances from the DIP Lenders under
the DIP Loans.

Accordingly, the Debtors and BofA, as administrative agent to the
DIP Lenders, entered into Amendment No.2 of the DIP Credit
Agreement, under which the maturity date of the Loan Documents is
extended to January 9.  The Amendment also calls for a
modification of the Maximum Revolver Amount to $15,000,000.  The
Debtors are further required to deliver a winddown budget to the
DIP Lenders.  The Debtors' failure to deliver the wind down
budget will constitute an immediate Event of Default.

Mr. Reilley said the extension of the DIP Maturity Date will not
adversely affect the rights of any other party.  Instead, the
extension will provide the Debtors with the cash availability
required to maintain the orderly administration of the estates,
including their continuing efforts to complete the orderly
liquidation of their assets for the benefits of creditors, he
averred.

                  About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Pens Settlement with GM on Tooling Dispute
--------------------------------------------------------------
General Motors Corporation and Cadence Innovation LLC reached an
agreement, resolving certain issues raised in GM's motion to
compel the Debtors' performance in certain Accommodation
Agreements.

The U.S. Bankruptcy Court for the District of Delaware approved
the parties' Stipulation.

The parties stipulate that:

  (1) GM acknowledges that the Debtors have released to GM all
      Tooling prior to entry of the Stipulation in accordance
      with the parties' agreed schedule; provided, however, that
      the Debtors will immediately release any Tooling that has
      not been previously released to GM.

  (2) The Debtors will have begun releasing to GM all Designated
      Equipment, wherever located, as of December 29, 2008, and
      GM will pay to the Debtors for the Designated Equipment:

         * In the case of Designated Equipment for which Hilco
           Industrial appraised value exists, GM will make the
           wire transfer to the Debtors simultaneous with the
           Debtors' release of the Designated Equipment to GM;
           and

         * GM will pay the Equipment Escrow Funds into escrow
           with Bank of America, N.A., as administrative agent
           for the Debtors' DIP Lenders immediately.  All
           proceeds of the sale of the Designated Equipment will
           be subject to BofA's liens.  Upon payment of the
           Designated Equipment, GM will be entitled to its
           immediate possession and will own all Designated
           Equipment without further obligations.

  (3) GM will make these payments for the Designated Equipment:

         * $355,000 in cash or cash equivalents to be paid to
           the Debtors for the Designated Equipment, wherever
           located;

         * $444,000 in cash or cash equivalents to be paid to
           the Debtors for the Designated Equipment located
           at Debtors' Hillsdale, Groesbeck, and Malyn
           facilities;

         * $1,700,000 to be paid in cash or cash equivalents to
           the Debtors in exchange for the Designated Equipment
           related to the Camaro Program;

         * $1,000,000 to be paid by GM into escrow with Lender,
           for certain of the Designated Equipment upon which GM
           believes certain vendors to the Debtors may have
           valid existing liens or security interests senior in
           priority to the Lender's liens; and

         * $1,000,000 to be paid by GM into escrow with Lender
           for the Designated Equipment located in Chesterfield
           facility and other than the Camaro Designated
           Equipment and the Vendor Designated Equipment, which
           has not been appraised by Hilco.

  (4) All payments to be made by GM to the Debtors will be made
      directly to Bank of America, N.A., at its discretion.

  (5) GM notes that certain vendors to the Debtors may have
      valid existing liens or security interests on the Vendor
      Designated Equipment; however, the Debtors may wish to
      challenge the validity of those liens.  In the event the
      Debtors determine that a vendor has a valid lien or
      security interest superior in priority to the DIP Lenders'
      liens, payment will be remitted to the vendor from the
      Vendor Escrow Fund.

      In the event the aggregate amount of valid existing liens
      in Vendor Designated Equipment which are superior in
      priority to the Lender's liens is less than the total
      amount of Vendor Escrow Funds, any remaining funds will be
      remitted to the Debtors, subject to the DIP Lenders'
      liens.  In the event the aggregate amount of valid
      existing liens in Vendor Designated Equipment exceeds the
      Vendor Escrow Funds, GM will be responsible for the excess
      lien claims.

  (6) The Debtors have asked Hilco to appraise the Unappraised
      Designated Equipment immediately.  If the Unappraised
      Designated Equipment is moved to GM's successor suppliers'
      facilities prior to Hilco's appraisal, Hilco will conduct
      the appraisal at the successor suppliers' facilities.
      Upon the completion of the appraisal, Hilco will provide
      the Debtors, the DIP Lenders and GM the appraised values
      for the Unappraised Designated Equipment.

  (7) In the event Hilco's appraisal of the Unappraised
      Designated Equipment is less than $1,000,000, the
      excess amount will be immediately released to GM and GM
      will have no further obligation with respect to any
      Unappraised Designated Equipment.  The balance remaining
      after payment to GM will be remitted to the Debtors.

  (8) In the event Hilco's appraisal of the Unappraised
      Designated Equipment is greater than $1,000,000, the full
      amount of the Equipment Escrow Funds will be immediately
      released to the Debtors and the amount remaining of
      $1,000,000 will be paid by GM to Debtors without delay
      after Hilco's completion of the appraisal.

  (9) With respect to the inventory constituting resins that are
      utilized in the production of GM's Component Parts in the
      Chesterfield, Groesbeck and Hillsdale facilities, GM's
      successor suppliers will purchase the Resin from the
      Debtors.  Assuming the Resins are available for delivery,
      the Debtors will realize $350,000 for the Resins
      regardless of whether GM's successor suppliers purchase
      the Resins from the Debtors.

      The Debtors are expected to provided confirmation to GM
      regarding the amount of the Resins purchased by the
      successor sources.  To the extent the amount is less than
      $350,000, GM will wire the deficiency payment to the
      Debtors without delay, subject to the DIP Lenders' liens.

(10) In connection with GM's resourcing of the Component Parts,
      GM continues to require that certain labor, equipment and
      other transition services be provided by the Debtors
      pursuant to a letter dated December 19, 2008.  The letter
      continues to govern a pending agreement setting forth
      description of the Services and the maximum amount GM
      agreed to pay.  On Friday of each week when Services are
      performed, the Debtors will issue an invoice to GM payable
      via wire transfer.

      As of December 28, 2008, GM has sought services for which
      it has agreed to pay the Debtors $1,075,554.  GM will make
      payment for the Services without setoff or recoupment.

(11) GM's obligations with respect to labor and other
      transition assistance is limited to the Services and the
      amounts set forth.  The Debtors remain liable for all
      liabilities involving their employees, including wages and
      compensation.

(12) GM will purchase from the Debtors the work-in-progress
      inventory immediately using purchase prices the parties
      have previously agreed on, plus packaging costs, prior to
      GM's possession of the WIP Inventory unless the Debtors
      agree to release the WIP Inventory to GM in advance of
      payment.

(13) All payments to be made by GM to the Debtors or Bank of
      America will be without setoff or recoupment, except for
      payments due for shipment of Component Parts to GM.

(14) The Access and Security Agreements dated August 25, 2008
      will terminate upon the Debtors' release of all Tooling
      and Designated Equipment to GM.

                  About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Begins Review of Leases; Rejects 17 Deals
-------------------------------------------------------------
Upon review, Cadence Innovation LLC and its affiliates identified
17 unexpired leases that they determined should be rejected
pursuant to Section 365(a) of the Bankruptcy Code.  A list of the
Leases to be rejected is available for free at:

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

The Debtors tell Judge Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware that they no longer need the
continuing benefits, if any, from the Leases.  The Debtors insist
that the Leases are of little benefit to their estates in contrast
to the significant administrative costs incurred in keeping the
Leases.  The Debtors further point out that maximization of the
value of their estates depends largely on their ability to relieve
themselves from burdensome contracts and leases.

Accordingly, the Debtors seek the Court's authority to reject the
17 Leases effective as of January 26, 2009.

The Debtors stress that given their financial condition and the
necessity to reduce administrative claims against the estates,
the circumstances weigh in favor of the retroactive rejection of
the Leases.  The Debtors assure the contract parties that they
have vacated the leased premises.  Moreover, the Debtors have
surrendered certain of the goods to the real property lessors or
have notified the lessors that the goods are available for
retrieval.

To the extent that certain of the Debtors' leases are on a month-
to-month basis, the Debtors also seek from the Court an order
authorizing rejection of those leases and a determination that
their Rejection Motion constitutes a notice of rejection.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: TA Systems Files Lien Foreclosure Suit
----------------------------------------------------------
T.A. Systems, Inc., filed a complaint against Cadence Innovation
LLC and General Motors Corporation, seeking a lien foreclosure
against the Debtor.

Before the Petition Date, pursuant to certain sale agreements,
the Debtor purchased certain mold building equipment from TA
Systems, committing to pay for the equipment in installments.
The Equipment sold to the Debtor was a die, mold, or form for use
in the manufacture, assembly, or fabrication of plastic parts.
TA Systems asserts that it has a valid, perfected, mold builder's
lien on the Equipment and its lien is superior to any and all
other liens claimed on the Equipment.

Bruce W. McCullough, Esq., at Bodell, Bove, Grace & Van Horn,
P.C., in Wilmington, Delaware, informs Judge Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware that the Debtor
did not make all of the payments due and owing on the Sale
Agreements on the Equipment.  The Debtor owed TA Systems $245,042.

Mr. McCullough also points out that pursuant to an Accommodation
Agreement between the Debtor and GM, GM had the right to take
immediate possession of certain tooling and equipment of the
Debtors.  GM previously filed an adversary complaint against the
Debtors, alleging that the Debtor violated the Accommodation
Agreement.  The parties subsequently stipulated to resolve the
Complaint.  Under the GM Stipulation, GM may take possession and
control of certain equipment, which includes the TA Systems
Equipment.

Mr. McCullough notes that GM has taken possession of certain of
TA Systems' Equipment.  Thus, he contends, TA Systems is entitled
to payment from GM and the Debtors for the possessed Equipment.
Even if TA Systems is not entitled to payment under the GM
Stipulation, TA Systems is entitled to payment based on its
agreements with the Debtor, he argues.  Moreover, as TA Systems
has not been paid in full for the Equipment it sold to the
Debtor, the Debtor is in default under the Sale Agreements, Mr.
McCullough maintains.

While the GM Stipulation is entirely uncertain what precise
equipment will be paid by GM, Mr. McCullough reiterates that the
TA Systems Equipment is covered by the stipulation and TA Systems
should thus be paid from the escrow fund established under the
stipulation.

Mr. McCullough also asserts that TA Systems has conferred a
benefit on the Debtor through the Equipment, but the Debtor did
not reciprocate the value conferred by TA Systems.  "It would
thus be inequitable for the Debtor to retain the benefit
conferred by TA Systems without reciprocating," he says.

"Moreover, the Debtor transferred some or all of the benefit
provided by TA Systems to GM when the Debtor released the TA
Systems Equipment to GM to be resourced to another supplier," Mr.
McCullough adds.  "Thus, GM has received a benefit from the
inequitably uncompensated benefit conferred by TA Systems," he
states.

Accordingly, TA Systems asks the Court to:

  (a) enter a judgment declaring that TA Systems is entitled to
      payment (x) of funds from the escrow account for the
      purchase of the Equipment, and (y) from the Debtor in
      priority over all other creditors;

  (b) award it damages in an amount equal to the benefit
      it conferred to the Debtor; and

  (c) allow it to take possession of the TA Systems Equipment.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CANWEST GLOBAL: Gets $50.7MM in Hollinger Arbitration Decision
--------------------------------------------------------------
An arbitrator has awarded Canwest Global Communications Corp.
$50,747,092 in a dispute with Hollinger International Inc. -- now
Sun-Times Media Group, Inc. -- and related parties.

The decision by the arbitrator concerns a dispute between the two
companies relating to unresolved adjustments and claims associated
to Canwest's November 15, 2000 acquisition of certain newspaper
assets from Hollinger.

"While the proceedings have been protracted over several years, we
obviously feel justified that the time and effort it took to
pursue the claim has been worth it," Canwest President and CEO
Leonard Asper said.  "The results demonstrate the value of our
resolve in dealing with this issue."

The award is exclusive of interest and legal costs.  Now that the
substance of the claims has been determined, Canwest and Hollinger
will appear before the arbitrator at a later date to argue the
issues of interest and costs.  Canwest intends to assert that in
accordance with the transaction agreement, interest at various
rates, including its cost of borrowed funds, is to be accrued on
the net amount owing it from as early as August 31, 2000.

The arbitrator's final decision is subject to a limited right of
appeal to the Ontario Superior Court, with leave, within 30 days
of the final decision.

Canwest had originally claimed it was owed $84 million by
Hollinger.  This claim was disputed by Hollinger and certain of
its affiliates who asserted they were owed $116 million by
Canwest.  After a 16 month arbitration process -- that commenced
in February 2007 and concluded in June 2008 -- the arbitrator
found Canwest is due a net amount of just under $51 million,
exclusive of interest and costs.  The substantial portion of the
award will be for the benefit of Canwest Media Inc., with the
balance being for the benefit of Canwest Publications Inc.

             About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.


CANWEST GLOBAL: Discloses Changes to Unit's Sr. Credit Facility
---------------------------------------------------------------
Canwest Global Communications Corp. disclosed changes to Canwest
Media Inc.'s $300 million senior credit facility.

Canwest and its subsidiary, CMI, have reached agreement with the
senior lenders to waive certain borrowing conditions and to limit
borrowing until February 27, 2009, to $20 million in excess of the
approximately $92 million that has already been advanced.  Based
upon current cash flow projections, the company believes that
access to the reduced facility will enable it to continue to
operate normally through this period.

The waivers follow the company's first quarter announcement, that
CMI may not be able to comply with its existing quarterly total
financial leverage ratio covenants in fiscal 2009. Since that
announcement, there has been a further deterioration in the
Canadian economy including in the retail sector which has
negatively affected some of the company's business units beyond
what was originally forecast, such that CMI may not be able to
comply with its quarterly financial leverage covenants for the
second quarter.

The parties will continue to discuss further amendments which, if
successful, would reinstate CMI's access to the full amount of its
credit facility following February 27, 2009 and enable CMI to
comply with its financial leverage covenants going forward.

Canwest continues to take proactive steps to reduce its operating
and capital costs, restructure its operations and improve
efficiencies.  It is also reviewing its strategic alternatives and
continues to actively pursue opportunities to divest of non-core
operations and assets, and collect other amounts that it is owed.

             About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.


CITGO PETROLEUM: S&P Puts 'BB' Rating on Negative Watch
-------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the refining industry following the
completion of a sector review.  Liquidity concerns and S&P's
expectations that industry conditions could remain weak for 2009
and possibly beyond were key factors behind the rating actions.
S&P expect margins to remain thin and product demand weak.

                          Rating Actions

       Sunoco Inc. To BBB/Negative/A-3 From BBB/Stable/A-2

The negative outlook reflects S&P's concerns that refining margins
will remain weak in 2009 and possibly well beyond.  Furthermore,
Sunoco's limited ability to process disadvantaged crudes, its
geographic concentration in the highly competitive PADD I region,
and its significant near-term regulatory and required capital
expenditures place the company at a relative disadvantage.  Only
partially offsetting these concerns are the company's growing and
more stable coke and logistics business units, as well as its
moderate debt.  Despite the negative outlook on Sunoco, S&P
affirmed the 'BBB' rating and kept the stable outlook on the
company's partially owned subsidiary, Sunoco Logistics Partners
L.P.

   CITGO Petroleum Corp. To BB/Watch Neg/-- From BB/Negative/--

The CreditWatch placement reflects S&P's concerns about CITGO's
tight liquidity.  Certain technical restrictions in the company's
$450 million account receivable securitization program have
significantly restricted availability and usage.  The company is
seeking approval to amend the facility, which would allow CITGO to
considerably enhance its liquidity position.  S&P expects the
amendment to go through but, given the thin liquidity levels
currently, any delay or outcomes contrary to S&P's expectations
could leave the company vulnerable to unexpected calls on
liquidity.  S&P could lower the rating by more than one notch if
the amendment is unsuccessful or delayed further than expected.
However, if the amendment is approved as proposed, S&P could
affirm CITGO's current ratings and outlook.

      United Refining Co. To B/Negative/-- From B/Stable/--

The outlook revision reflects S&P's expectation of weak financial
performance and credit metrics for 2009 and possibly beyond.
Interest expense coverage is likely to remain weak at 2x or lower,
and adjusted debt leverage could continue to exceed 7x.  Adequate
liquidity provided primarily by its $130 million credit facility,
which was near full availability as of Jan. 12, 2009, supports the
ratings.

  Western Refining Inc. To B+/Negative/-- From B+/Watch Neg/--

The rating action reflects strong results in the second half of
2008 and S&P's expectations for improved first-quarter results
versus year-ago levels.  Hence, Western should have an adequate
covenant cushion as it continues to pursue debt reduction through
asset sales.  In particular, near-term compliance with its debt
leverage covenant, 5x as of March 31 and 4.75x as of June 30,
should be achievable.  Nevertheless, the negative outlook reflects
the potential for a downgrade if Western fails to deleverage, or
if the cushion to its Sept. 30 debt leverage covenant of 4.5x
becomes thin.

                           Ratings List

                    Outlook Action/Downgraded

                            Sunoco Inc.

                            To                  From
                            --                  ----
   Corporate credit rating  BBB/Negative/A-3    BBB/Stable/A-2

                          Outlook Action

                       United Refining Co.

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

                        CreditWatch Action

                       CITGO Petroleum Corp.

                              To                  From
                              --                  ----
  Corporate credit rating     BB/Watch Neg/--     BB/Negative/--

                      Western Refining Inc.

                             To                  From
                             --                  ----
Corporate credit rating     B+/Negative/--      B+/Watch Neg/--


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


COFFEYVILLE RESOURCES: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Kansas-based petroleum refiner Coffeyville Resources LLC to
negative from stable.  At the same time, S&P affirmed its ratings
on the company, including the 'B' corporate credit rating and the
'BB-' issue-level rating on its senior secured credit facilities.
S&P also left unchanged the '1' recovery rating on the senior
secured facilities, indicating S&P's expectation for a very high
(90%-100%) recovery of principal in a payment default.

"The outlook revision reflects Standard & Poor's concerns
regarding near-term cash flow stability, and the potential for
lower debt amortization on the outstanding term loan that may
result from demand and margin contraction on refined products,"
said Standard & Poor's credit analyst Mark Habib.

Although Coffeyville management expects debt service coverage to
remain between 3.5x and 5.5x under current pricing scenarios, S&P
believes this level of financial performance relies on diesel
premiums remaining at current levels over gasoline, stable
throughput volumes, and sustained fertilizer prices.  If market
conditions for either diesel or fertilizer weaken without a
corresponding improvement in gasoline margins, it could put
pressure on the company's financial covenants, and further reduce
cash sweeps.  Although Coffeyville's management does not currently
expect $4 to $5 per barrel margins that were last seen in 2002,
Standard & Poor's believes that a continuing softening of refined
products demand due to a deep and prolonged economic recession
could pressure the company's headroom under debt covenants through
the end of 2010.

Coffeyville is a 115,000 barrel per day, independent refiner and
marketer of high value transportation fuels, and a low cost
producer of ammonia and UAN fertilizers, located in Coffeyville,
Kan.  The company's petroleum complex is a full coking sour crude
refinery.  The refinery has undergone numerous expansions and
upgrades since 1995, with aggregate capital expenditures of about
$673 million.  The adjacent fertilizer plant has an average daily
production rate of 1,250 tons of ammonia and 2,020 tons of urea
ammonium nitrate, and enjoys cost advantages over natural gas-
based fertilizer plants due to its use of coke produced at the
refinery rather than natural gas.  Supporting businesses
constitute less than 5% of EBITDA projections and include a crude
oil gathering system, an asphalt and refined fuels terminal
facility, and a crude oil pipeline system.  S&P does not view
these businesses as being significant credit drivers for
Coffeyville.

The negative outlook reflects lower-than-expected debt
amortization since the 2007 IPO, due partly to high capital
expenditures that have reduced the free cash flow available to
sweep, and S&P's expectation that softening market conditions over
the next 18 months could compress margins and further limit
cash sweeps for the next several years, increasing refinancing
risk at maturity.  The company may also face the possibility of
covenant violations if margins continue to deteriorate.
Furthermore, the expiration of crack spread hedges in 2010 will
result in increased commodity sensitivity over the next several
years.  S&P could lower the rating if crack spreads, fertilizer
pricing, and throughput volumes deteriorate to 2002 levels, and
lead to financial covenant violations or reduced cash sweeps such
that the remaining debt at maturity is not reduced significantly
below $400 million.  Increased margins that improve the project's
prospects of avoiding covenant trips over the next 18 months could
lead us to stabilize the rating, and an amortization profile in
line with the company's base case projections for debt at term
loan maturity could lead us to raise the rating.


CCM MERGER: S&P Affirms Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Detroit-based CCM Merger Inc. and
removed it from CreditWatch, where it was placed with negative
implications on Dec. 5, 2008.  The rating outlook is negative.

The issue-level rating on the company's senior secured credit
facility remains unchanged at 'B+' (two notches higher than the
corporate credit rating) with a recovery rating of '1', indicating
S&P's expectation for very high (90%-100%) recovery for lenders in
the event of payment default. In addition, the issue-level rating
on the company's $300 million senior unsecured notes remains
unchanged at 'CCC' (two notches lower than the corporate credit
rating) with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.  S&P also removed the issue-level ratings on the
credit facility and senior notes from CreditWatch, in conjunction
with the removal of the corporate credit rating.

"The affirmation of the 'B-' corporate credit rating recognizes
the successful execution of an amendment to the company's senior
secured credit facility," said Standard & Poor's credit analyst
Michael Listner, "and the deleveraging brought about from
additional equity contributed by the owner of the company."  At
Dec. 31, 2008, CCM Merger was in violation of its first-lien
leverage covenant and its total leverage covenant.  Terms of the
amendment provide for a $2.5 million increase in quarterly
amortization of the term loan, the implementation of a 3.00% LIBOR
floor, repricing of the facility to LIBOR plus 5.50%, a
$20 million equity contribution to repay the term loan, and
changes to the financial covenants of the credit agreement.  In
addition, the amendment requires a further $25 million equity
contribution, to be funded within the next six months, with the
proceeds to be used to either repay a portion of the
$49.4 million Economic Development Corp. bonds, maturing in May
2009, or to purchase senior notes.  "The execution of the
amendment cures the violation and provides the company with needed
covenant relief," added Mr. Listner, "as S&P believes that the
current operating environment will remain challenging."


CHESAPEAKE CORP: Committee Taps Greenberg Traurig as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chesapeake
Corporation and its debtor-affiliates asks the the Hon. Frank J.
Santoro of the United States Bankruptcy Court for the Eastern
District of Virginia for permission to employ Greenberg Traurig
LLP as its counsel.

The firm is expected to:

   a) consult with the Debtors' professionals or representatives
      concerning the administration of these Cases;

   b) prepare and review pleadings, motions and correspondence;

   c) appear at and being involved in proceedings before this
      Court;

   d) provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operation of the Debtors'
      businesses, and any other matters relevant to these cases;

   e) analyze the Debtors' proposed use of cash collateral and
      debtor-inpossession financing;

   f) advise the Committee with respect to its rights, duties and
      powers in these cases;

   g) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with such creditors;

   h) assist the Committee in its analysis of and negotiations
      with the Debtors or any third party concerning matters
      related to, among other things, the terms of a sale, plan
      of reorganization or other conclusion of these cases;

   i) assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      these cases;

   j) assist the Committee in determining a course of action that
      best serves the interests of the unsecured creditors; and

   k) perform such other legal services as may be required under
      the circumstances of these cases and are deemed to be
      in the interests of the Committee in accordance with the
      Committee's powers and duties as set forth in the
      Bankruptcy Code.

The firm's professionals and their compensation rates are:

      Professional                 Hourly Rate
      ------------                 -----------
      Nancy A. Peterman, Esq.      $710
      Joseph P. Davis, Esq.        $700
      Howard J. Berman, Esq.       $730
      Alan J. Brody, Esq.          $625
      James P. Ponsetto, Esq.      $530
      Jason L. Weidberg, Esq.      $380
      Virginia E. Robinson, Esq.   $310
      Valentina Minak, Esq.        $275
      Kerry E. Carlson, Paralegal  $225

      Designation                  Hourly Rate
      -----------                  -----------
      Shareholders                 $335-$900
      Counsel                      $350-$900
      Associates                   $175-$565
      Legal Assistants/Paralegals  $65-$310

Nancy A. Peterman, Esq., shareholder at the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estate and their creditors, and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                   About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Debtors
have 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.  The company
directly owns 100% of each of the other Debtors.

The company owns, directly or indirectly, 100% of each of the non-
debtor subsidiaries except: (i) Chesapeake Plastics Kft, a
Hungarian joint venture which is 49% owned by Chemark Kft; and
(ii) Rotam Boxmore Packaging Co. Ltd., a   British Virgin Islands
company which is 50% owned by Canada Rotam International Co. Ltd.
The company's certificate of authorization authorizes the issuance
of 60,000,000 shares of common stock.  About 20,559,115 shares of
common stock are issued and outstanding with  par value of $1.00
per share as of Dec. 26, 2008.  Moreover, the company's
certificate allows the issuance of 500,000 shares of preferred
stock, and no shares are outstanding.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owns 7.98% of
the company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owns 13.5% of the company as of Sept. 19, 2008.

New York Stock Exchange suspended the listing of the company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

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.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

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 CORP: Committee Taps Gordian as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chesapeake
Corporation and its debtor-affiliates asks the United States
Bankruptcy Court for the Eastern District of Virginia for
permission to employ Gordian Group LLC as its financial advisor.

The firm is expected to:

   a) review and provide guidance and views to their proposed
      counsel, Greenberg Traurig LLP, with respect to the
      marketing and sales process, including the undertaking thus
      far that resulted in the stalking horse bid, as well as any
      subsequent or alternative sale of the Debtors' assets;

   b) assist with the development, negotiation and implementation
      of alternative restructurings, which may include
      identifying and working with alternative buyers of the
      Debtors' assets in addition to the Stalking Horse Bidders;

   c) assist in negotiations with the Stalking Horse Bidders,
      other interested acquirers, current lenders, creditors,
      shareholders and other interested parties regarding the
      restructuring;

   c) review and analyze the Debtors' business, operations and
      financial condition and advise Greenberg Traurig on the
      firm's findings;

   d) assist Greenberg Traurig in assessing the fairness of any
      Restructuring;

   e) provide court testimony, as appropriate and mutually agreed
      upon by the firm and Greenberg Traurig; and

   f) render other financial advisory and investment banking
      services as may be customary for an engagement of the type
      contemplated herein and mutually agreed upon by the parties
      hereto.

The firm will be paid, upon approval by the Court, in
nonrefundable fees in cash as follows:

   a) monthly fees of $100,000 per month commencing as of Jan.
      9, 2009, payable in advance on the first day of each month
      of this engagement or portion thereof; plus

  b) fees payable upon consummation of a restructuring
     confirmed by the Court, equal to 3.00% of excess aggregate
     consideration that is paid or payable in connection with the
     restructuring.

In addition, the firm will be be reimbursed for all of its
reasonable out-of-pocket expenses including legal, travel,
telephone and facsimile.

Peter S. Kaufman, president and head of restructuring and
distressed M&A at the firm, assures the Court that the firm does
not hold any interest adverse to the Debtors' estate and their
creditors, and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                   About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Debtors
have 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.  The company
directly owns 100% of each of the other Debtors.

The company owns, directly or indirectly, 100% of each of the non-
debtor subsidiaries except: (i) Chesapeake Plastics Kft, a
Hungarian joint venture which is 49% owned by Chemark Kft; and
(ii) Rotam Boxmore Packaging Co. Ltd., a   British Virgin Islands
company which is 50% owned by Canada Rotam International Co. Ltd.
The company's certificate of authorization authorizes the issuance
of 60,000,000 shares of common stock.  About 20,559,115 shares of
common stock are issued and outstanding with  par value of $1.00
per share as of Dec. 26, 2008.  Moreover, the company's
certificate allows the issuance of 500,000 shares of preferred
stock, and no shares are outstanding.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owns 7.98% of
the company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owns 13.5% of the company as of Sept. 19, 2008.

New York Stock Exchange suspended the listing of the company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."


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.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

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 CORP: Gets Final OK to Use $37.1MM Wachovia Facility
---------------------------------------------------------------
The Hon. Frank J. Santoro of the United States Bankruptcy
Court for the Eastern District of Virginia authorized Chesapeake
Corporation and its debtor-affiliates to obtain, on a final basis,
$37,100,000 in postpetition financing under a third amended and
restated credit agreement dated Dec. 30, 2008, with Wachovia Bank,
National Association, as administrative agent, and Wachovia
Capital Markets LLC, as sole lead arranger and book runner.

According to the Troubled Company Reporter on Jan. 2, 2009, the
Debtors were authorized by the Court to access $18,550,000 in
financing on the interim.  The Court also authorized the Debtors
to access cash collateral securing repayment of secured loan to
the lenders.

The proceeds of the facility will be used for general corporate
and working capital purposes including repayment of intercompany
loans owed to the Debtors; Provided that:

   a) no proceeds of any borrowing under the credit agreement
      will be received by any subsidiary of the Debtors other
      than in the form of either a secured intercompany loan or
      an unsecured loan subject to an aggregate cap of $5,000,000
      for all such unsecured loans; and

   b) each Debtor will borrow directly under the DIP facility
      and will not receive proceeds on lent from other Debtors.

The credit agreement provides as much as $37,100,000 revolving
credit facility -- with availability in British pounds sterling
subject to weekly true-ups.  Furthermore, the credit agreement
will expire on the earliest to occur of:

   a) May 31, 2009;

   b) 40 days after the Debtor's bankruptcy filing, if a final
      DIP order has not been entered by such date;

   c) the substantial consummation of a plan of reorganization
      that is confirmed pursuant to an order entered by the
      Court;

   d) the consummation of the 363 sale; or

   e) the acceleration of the loans and the termination of the
      commitment with respect to the credit agreement in
      accordance with the terms of that agreement.

The lenders will be granted first lien on unencumbered property of
the Debtors and superpriority administrative claims with priority
in payment over any and all administrative expenses.

The facility is subject to carve-outs for payment of (i) all
fees to the clerk of the Court and the Office of the United
States Trustee; and (ii) all allowed fees and expenses incurred by
professionals retained by the Debtors and any statutory committee.
The DIP agreement contains customary and appropriate events of
defaults.

                  Prepetition Indebtedness

The Debtors entered into second amended and restated
credit agreement dated Feb. 23, 2004, with Wachovia Bank,
as administrative agent, together with Citicorp North America,
Inc., as syndication agents; HSBC Bank plc, as documentation
agent; Wachovia Capital Markets LLC, as a co-lead arranger
and sole book runner; Banc of America Securities LLC and
Citicorp North America Inc., as co-lead arrangers.

The facility will mature by February 2009.

The Debtors owe $245,984,567 plus accrued and unpaid interest
including attorneys' fees and disbursements under the agreement.

A full-text copy of the Third Amended and Restated Credit
Agreement dated Dec. 30, 2008, is available for free at:

               http://ResearchArchives.com/t/s?370f

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Debtors
have 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.  The company
directly owns 100% of each of the other Debtors.

The company owns, directly or indirectly, 100% of each of the non-
debtor subsidiaries except: (i) Chesapeake Plastics Kft, a
Hungarian joint venture which is 49% owned by Chemark Kft; and
(ii) Rotam Boxmore Packaging Co. Ltd., a   British Virgin Islands
company which is 50% owned by Canada Rotam International Co. Ltd.
The company's certificate of authorization authorizes the issuance
of 60,000,000 shares of common stock.  About 20,559,115 shares of
common stock are issued and outstanding with  par value of $1.00
per share as of Dec. 26, 2008.  Moreover, the company's
certificate allows the issuance of 500,000 shares of preferred
stock, and no shares are outstanding.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owns 7.98% of
the company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owns 13.5% of the company as of Sept. 19, 2008.

New York Stock Exchange suspended the listing of the company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

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.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

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.


CHRYSLER FINANCIAL: Sues Dennis Hecker for Non-Payment of $550MM
----------------------------------------------------------------
Doron Levin at Bloomberg News reports that Chrysler Financial has
sued Advantage Rent-a-Car Inc. owner Dennis Hecker back for
failing to repay $550 million in loans.

As reported by the Troubled Company Reporter on Nov. 17, 2008,
Denny Hecker filed a lawsuit against Chrysler Financial for
freezing his credit, saying that the company "suddenly, without
notice, arbitrarily, and in bad faith" froze his credit, and
because of this, he and his companies were unable to purchase new
cars, or to operate his rental car business.

Bloomberg relates that Chrysler Financial then sued Mr. Hecker on
January 23 in a District Court in Hennepin County, Minnesota,
claiming that Mr. Hecker breached contracts to pay back the
funding.

According to Bloomberg, Mr. Hecker used loans from Chrysler
Financial to purchase vehicles for his dealerships.  When Chrysler
Financial cancelled Mr. Hecker's credit line, Mr. Hecker wasn't
able to pay Ford Motor Co. for Ford vehicles he had sold,
Bloomberg states, citing Tim Thornton, an attorney of Briggs &
Morgan who is representing Mr. Hecker.  Ford, according to
Bloomberg, filed a lawsuit against Mr. Hecker in January in the
U.S. District Court in Minneapolis, claiming that his now closed
Ford-Lincoln-Mercury dealership hasn't paid its $3.1 million debt
to the automaker.  "We were not paid for vehicles that were
purchased from us.  We do not feel that we are in a position to
comment or speculate on the cause or reason that the payments were
not made," Bloomberg quoted Ford spokesperson Marcey Evans as
saying.

                   About Chrysler Financial

Chrysler Financial -- http://corp.chryslerfinancial.com-- offers
automotive financial products and services to both dealers and
consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S.,
Canada, Mexico and Venezuela.  In addition it offers vehicle
wholesale and retail financing to more than 3,600 Chrysler, Jeep
and Dodge dealers.  Currently, nearly three million drivers in the
United States enjoy the benefits of financing with Chrysler
Financial.  Chrysler Financial has an employee base of 4,000 and
supports a global portfolio of $60 billion.

                        About Chrysler LLC

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

                        *     *     *

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

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

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

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


COMFORT CO: Terminates Dan Marino Endorsement Agreement
-------------------------------------------------------
Comfort Co., Inc., obtained authority from the U.S. Bankruptcy
Court for the District of Delaware (Wilmington) to terminate an
endorsement agreement with sports announcer Dan Marino.

According to Bloomberg's Bill Rochelle, the settlement with the
professional football Hall of Fame quarterback calls for paying
him $25,000 and giving back all rights to the use of his name and
image.

Comfort Co. is expected to obtain confirmation of its plan of
reorganization after the Plan met overwhelming support from
creditors entitled to vote on it.  Mr. Rochelle relates that the
Plan offers to (i) pay unsecured creditors $325,000 cash plus a
share in lawsuit recoveries, (ii) grant a new $100 million secured
note and 75% of the new stock of reorganized Comfort to holders of
first lien debtholders, on account of the $125 million secured
portion of their claim, and additional $6.8% of the new stock plus
68% of the lawsuit, on account of their deficiency claim, and
(iii) award 2.3% of the new stock and 23% of lawsuit recoveries to
second lien lenders owed $52.2 million.

                       About Comfort Co.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc.
-- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr.
D. Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq.,
and Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq., at Dykema Gossett,
PLLC, represents the Debtors as counsel.  In its bankruptcy
petition, Comfort Co. estimated both assets and debts to be
between $100 million and $500 million.


CONSTAR INTERNATIONAL: Seeks to Pay $25.5MM to 3 Suppliers
----------------------------------------------------------
Constar International Inc., asks the Hon. Peter J. Walsh of the
United States Bankruptcy Court for the District of Delaware to
allow it to pay $25.5 million owed to three major resin suppliers
pre-bankruptcy.  Constar said that payment to these "critical
vendors" are necessary to maintain business with these parties.

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The company provides full-service packaging
services.  The company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Wilmer Cutler Pickering Hale and Dorr LLP
represents the Debtors as their bankruptcy counsel.  The Debtors
proposed Bayard, P.A., as local counsel; Pricewaterhouse Coopers
as auditors and accountants; Greenhill & Co. LLC as financial
advisor; and Epiq Systems Inc. Claims and Balloting Agent.


CONTECH LLC: Wants to Hire Paul Hasting as Counsel
--------------------------------------------------
Contech LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the Eastern District of Michigan for
permission to employ Paul, Hastings, Janofsky & Walker, LLP, as
their counsel.

The firm will

   a) advise the Debtors of their rights, powers; duties as
      debtors and debtors in possession while operating and
      managing their respective businesses and properties under
      Chapter 11 of the Bankruptcy Code;

   b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules and other documents, and
      reviewing all financial and other reports to be
      filed in these chapter 11 cases;

   c) advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed by other parties in these chapter
      11 cases;

   d) advise the Debtors with respect to, and assisting in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liens asserted
      against the Debtors' property and advising the Debtors
      concerning the enforceability of such liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

   g) advise and assisting the Debtors in connection with any
      potential property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections as
      well as lease restructurings and recharacterizations;

   i) advise the Debtors in connection with the formulation,
      negotiation and promulgation of a plan or plans of
      reorganization, and related transactional documents;

   j) assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estates;

   k) commence and conduct litigation necessary and appropriate
      to assert rights held by the Debtors, protect assets of the
      Debtors' chapter 11 estates or otherwise further the goal
      of completing the Debtors' successful reorganization; and

   1) provide non-bankptcy services for the Debtors to the extent
      requested by the Debtors.

The firm's professionals and their compensation rates are:

      Professional               Designation      Hourly Rate
      ------------               -----------      -----------
      Richard Chesley, Esq.      Partner          $895
      Shannon C. Baxter, Esq.    Associate        $655
      Kimberly D. Newmarch, Esq. Associate        $635
      Susan M. Brake, Esq.       Associate        $580
      Chrstian M. Auty, Esq.     Associate        $515
      Mary T. Weber, Esq.        Associate        $475
      Stephenie S. Park, Esq.    Associate        $360
      Ruth P. Rosen              Paralegal        $320

Richard A. Chesley, Esq., an attorney of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Debtors also manufacture safety steel forged automotive components
and tube fabrications through its Steel Products Group primarily
for commercial truck OEM's.  The The Debtors have approximately
1,000 employees.  The company and two of its affiliates filed for
Chapter 11 protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead
Case No. 09-42392).  Robert A. Weisberg, Esq., and Christopher A.
Grosman, Esq., at Carson Fischer, P.L.C., serve as the Debtors'
local counsel.  The Debtors proposed Kurtzman Carson Consultants
LLC as their claims agent.  When the Debtors filed for Chapter 11
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.


CROSSROADS FORD: Shuts Down; Lays Off 55 Employees
--------------------------------------------------
Omari Fleming at Wreg.com reports that Crossroads Ford has closed,
laying off about 55 workers.

Crossroads Ford continued selling cars until Tuesday, Memphis
Business Journal says, citing a company sales associate.

Wreg.com relates that the showroom floor at Crossroads Ford has
been emptied, and company owner Jimmy Walker already informed
employees last week.  Mr. Walker, according to the report, said
that workers will receive two weeks severance pay, paid vacation,
benefits, and holidays.

Citing Mr. Walker, Wreg.com states the Crossroads Ford used to
have sales at an average of more than 175 car sales per month.
Wreg.com says that the sales dropped to about fifty a month.  Mr.
Walker said that he lost $150,000 per month over the past year,
according to the report.

Credit markets are frozen and it's causing problem to the auto
industry, Wreg.com relates, citing Mr. Walker.

Crossroads Ford -- http://www.crossroadsford.com/-- is a Ford
dealership located just off of I-40 at 5299 Summer.  It had been
operating for five years.


DECODE GENETICS: Sells Auction Rate Securities to NBI for $11MM
---------------------------------------------------------------
deCODE genetics, Inc., entered into an agreement with NBI hf., an
Icelandic financial institution, pursuant to which NBI has
purchased all auction rate securities owned by deCODE for an
aggregate price of ISK1,375,000,000, which represents
approximately $11,000,000 at current exchange rates.

ISK750,000,000 of the Purchase Price was paid on Jan. 16, 2009,
and the remainder of the Purchase Price is payable in installments
on Jan. 27, 2009, and Feb. 13, 2009.  Pursuant to the agreement,
NBI has the put option to require deCODE to repurchase the ARS
upon the earlier of (a) the sale of all or a majority of the stock
of deCODE genetics ehf, deCODE's Icelandic subsidiary, or a
specified part of the operations of IE or (b) Dec. 31, 2009, and
deCODE has the call option to require NBI to sell the ARS to it at
any time prior to Dec. 31, 2009.  The repurchase price on exercise
of the put or call option will be equal to the Purchase Price plus
interest from Janu. 16, 2009, at a rate 5% above the Reykjavik
Interbank Offered Rate in effect on the date payment is made less
the aggregate amount of interest and principal theretofore
received by NBI on the ARS.

In addition, if the aggregate amount of interest and principal
received by NBI with respect to the ARS is higher than the
Repurchase Price, upon deCODE's repurchase of the ARS pursuant to
the exercise of the put or call option, NBI will be required to
deliver to deCODE, in addition to the ARS, an amount equal to (A)
the aggregate amount of principal and interest that it received
less (B) the sum of (i) the Repurchase Price and (ii)
ISK375,000,000 or approximately $3,000,000 at current exchange
rates.

On Jan. 21, 2009, Birgit Stattin Norinder and Linda Buck resigned
as directors of deCODE genetics, Inc.  deCODE is not aware of any
disagreement between it and either of the directors relating to
deCODE's operations, policies or practices.

                      About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

deCODE genetics Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $100.2 million and total liabilities of
$304.0 million, resulting in a shareholders' deficit of roughly
$203.8 million.

Net loss for the quarter ending Sept. 30, 2008, was
$17.9 million, compared to $24.2 million for the third quarter
2007.  Net loss for the first nine months of 2008 was
$62.9 million, compared to $63.1 million for the first nine months
of last year.  In addition to operating loss, net loss figures for
the periods presented include interest expense and, in the 2008
periods, unrealized loss resulting from the revaluation of the
company's auction rate securities investments.  The nine-month
figure for 2007 also includes a one-time payment deCODE received
related to the settlement of an intellectual property suit.

At Sept. 30, 2008, the company had liquid funds available for
operating activities of $11.8 million, as compared to
$23.7 million at June 30, 2008, and $64.2 million at Dec. 31,
2007. The net utilization of liquid funds in the three and nine-
month periods ended Sept. 30, 2008, was $12.0 million and
$52.4 million. At Sept. 30, 2008, the company had $35.5 million in
cash, cash equivalents and investments, comprised of the
$11.8 million in cash and cash equivalents, well as $5.5 million
in restricted investments in U.S. Treasury Bills and
$18.2 million in illiquid, non-current investments in auction rate
securities.

The company is undertaking a review of its long-term business
strategy with the goal of sharpening the focus of its business,
selling assets, securing partnerships, and utilizing the resources
generated to support product development and marketing efforts in
its core business.  The company has utilized a 30-day grace period
for the scheduled October 15 interest payment on its 3.5% Senior
Convertible Notes due 2011 and is reviewing methods for making
this payment.  Given its current liquid assets, and without paying
the interest on its Notes from its present funds, the company must
obtain further financial resources through either the
implementation of strategic alternatives, corporate partnerships,
or the sale of or loans secured by its auction rate securities in
order to continue operations beyond the end of this year.  The
company is focused on reducing expenses and speeding the
evaluation of its strategic options in order to obtain the
resources to do so.


DOLE FOOD: Discloses $130 Million Asset Sale Transactions
---------------------------------------------------------
Dole Food Company, Inc., on January 29, 2009, related the progress
of its asset sale transactions.  First, Dole has closed the first
phase of the previously announced sale of its flowers division.
With the closing of the first phase, Dole has now completed the
sale of its flowers business and retains only certain real estate
of the former flowers division to be sold in the subsequent phases
of the transaction.  Second, Dole has closed on the sale of
certain banana properties in Latin America.  Third, Dole has
signed a definitive purchase and sale agreement to sell certain
property in North America.  When the North American property sale
closes, towards the end of the first quarter of 2009, Dole will
have received net cash proceeds of approximately $84 million from
these three transactions.  When all phases of the transactions are
complete, net proceeds to Dole will be approximately $130 million.
The cash proceeds will be used to pay down Dole's debt under its
senior secured credit facilities and/or to reinvest in the
business. Pending reinvestment, cash proceeds will be used to pay
down Dole's revolving credit facility.

"Dole is pleased to be moving forward with these asset sale
transactions, continuing to execute on our previously announced
plan to sell assets to reduce our debt," said David A. DeLorenzo,
President and CEO of Dole.

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

Dole Food's balance sheet at Oct. 4, 2008, showed total assets of
$4.4 billion, total liabilities of $4.0 billion and stockholders'
equity of $429.3 million

For quarter ended Oct. 4, 2008, the company posted net loss of
$21.3 million compared with net loss of $63.3 million for the same
period in the previous year.

As reported Troubled Company Reporter on Jan. 23, 2009,
Participations in a syndicated loan under which Dole Food is a
borrower traded in the secondary market at 75.69 cents-on-the-
dollar during the week ended Jan. 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.97 percentage points
from the previous week, the Journal relates.  Dole Food pays
interest at 175 points above LIBOR.  The loan matures April 5,
2013.  The bank loan carries Moody's Ba3 rating and Standard &
Poor's B+ rating.

The TCR reported on Nov. 17, 2008, that Moody's Investors Service
changed the rating outlook of Dole Food Company, Inc. to negative
from stable, reflecting the concern that the refinancing of the
May 1, 2009, $350 million bond maturity may not be done on
attractive terms given the sluggish high yield capital markets.
Dole's corporate family rating of B3 and its senior secured debt
ratings Ba3 were affirmed.  Moody's lowered the probability of
default rating to Caa1 given the short time until the bond
maturity.  The ratings of the company's unsecured debt were also
lowered.  While Moody' expects that recovery value in any default
would be better than average for Dole given the richness of its
assets, the higher expected recovery expectation was not
sufficient to offset the ratings' impact of lowering the PDR.

Ratings affirmed, with LGD percentages adjusted:

Dole Food Company, Inc.:

  -- Corporate family rating at B3

  -- Senior secured term loan B at Ba3 (LGD2); LGD% to 16% from
     23%

  -- Senior secured prefunded letter of credit facility, also
     available to Solvest, at Ba3 (LGD2); LGD% to 16% from 23%


EFFICIENT ENGINEERS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Efficient Engineers, Inc.
        3835 McCoy Road
        Orlando, FL 32812
        Tel: (407) 859-2711

Bankruptcy Case No.: 09-01207

Chapter 11 Petition Date: February 3, 2009

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Edward R. Gay, Esq.
                  lawfirmofedgay@bellsouth.net
                  Law Firm of Edward R. Gay, PA
                  1516 East Concord Street
                  Orlando, FL 32803
                  Tel: (407) 898-1871
                  Fax: (407) 897-7042

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
   ------                      ---------------   ------------
Uda Pamar                                        $960,000
c/o Richard Lee Barrett
Barrett, Chapman & Ruda
18 Wall St.
Orlando, FL 32801

Progress Energy                                  $8,222
5225 Tech Data Drive
CleanraterF, FL 33760

World Cinema                                     $7,468
9801 Westheimer
Suite 409
Houston, TX77042

WasteS erviceso f Central                        $3,336
Florida Inc.

Maintenance USA                                  $3,199

Dex                                              $3,010

Teco                                             $3,005

Simplex Grinnell                                 $2,557

Perfect Wedding Guide                            $2,273

Rapco Supply                                     $1,557

A1 Electric                                      $1,243

Aisco                                            $1,238

Laser Works                                      $780

CDS Spa and Pool                                 $550

A1 Elevator Inspection Inc.                      $540

Goliath Pest Control                             $475

Minuteman Press                                  $316

Hydro Services                                   $103

Scott Caldwell                                   $90

Venere Vidella Camillucci                        $64

The petition was signed by Gary F. Labrozzi, chief financial
officer.


ELECTROGLAS INC: Gets NASDAQ Delisting Notice; Hearing Requested
----------------------------------------------------------------
Electroglas Inc. received a letter from the Listing Qualifications
Staff of The NASDAQ Stock Market indicating that, based upon the
Company's non-compliance with the $2.5 million stockholders'
equity requirement for continued listing on The NASDAQ Capital
Market or its alternatives, as set forth in NASDAQ Marketplace
Rule 4310(c)(3), the Company's securities were subject to
delisting from NASDAQ unless the Company requested a hearing
before a NASDAQ Listing Qualifications Panel.  The Staff
Determination follows earlier correspondence from NASDAQ, which
was announced by the Company on October 15, 2008.

The Company has requested a hearing before the Panel, which will
stay any action with respect to the Staff Determination until the
Panel renders a decision subsequent to the hearing. There can be
no assurance that following the hearing the Panel will grant the
Company's request for continued listing.

                        About Electroglas

San Jose, California-based Electroglas, Inc. --
http://www.electroglas.com/-- supplies innovative wafer probers
and software solutions for the semiconductor industry.  For more
than 40 years, Electroglas has helped integrated device
manufacturers (IDMs), wafer foundries and outsourced assembly and
test (OSAT) suppliers improve the overall effectiveness of
semiconductor manufacturers' wafer testing.  Headquartered in San
Jose, California, the company has shipped more than 16,500 systems
worldwide.  Electroglas' stock trades on the NASDAQ Capital Market
under the symbol "EGLS."


EMERSON RE: S&P Withdraws 'BB' Rating on Series D Bank Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Emerson Re Ltd.'s three bank loans are unaffected by CIG
Reinsurance Ltd. and New Castle Re Ltd.'s decision to cease the
underwriting of new or renewal business.  The companies have
provided notice to Emerson Re that a termination event has
occurred pursuant to Section 17.2(a) of their reinsurance
agreement with Emerson Re.  At the same time, Standard & Poor's
withdrew its 'BB' bank loan rating on Emerson Re's series D bank
loan.  This obligation was repaid in full on Jan. 22, 2009.

Emerson is a limited-life, special-purpose Class B reinsurance
company domiciled in the Cayman Islands, established specifically
to provide aggregate excess-of-loss reinsurance protection to CIG
Re and New Castle Re Ltd.

"Such a termination event under the reinsurance agreement with
Emerson Re would constitute a default under the terms of the
credit agreement," said Standard & Poor's credit analyst James
Brender.  "Now, the lenders must decide whether to declare Emerson
Re in default of the credit agreements or to pursue a different
course of action."

Each bank loan has a separate credit agreement and trust account.
Therefore, the lenders funding each bank loan will separately
decide whether to declare the loan in default.


ENNIS HOMES: Family Owned Homebuilder Files for Chapter 11
----------------------------------------------------------
Ennis Homes, Inc., filed a Chapter 11 petition Feb. 3 before the
U.S. Bankruptcy Court for the Eastern District of California.

In its bare-bones petition, Ennis Homes estimated assets and debts
both exceeding $100 million.  "The petition was accompanied by
none of the papers and motions ordinarily filed at the outset of a
reorganization," Bloomberg's Bill Rochelle noted.

According to its Web Site, Ennis Homes was founded in 1979 by Ben
Ennis and has become one of the largest family owned homebuilders
in the Central Valley.  Son Brian Ennis serves as President and
daughter Pam Ennis acts as Vice President- Marketing of the
Company.


ENNIS HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------
Debtor: Ennis Homes, Inc.
        dba Parkside Village
        dba Amber Meadows
        dba Arbor Park
        dba Rosewood
        dba Eagle Ranch Sierra
        dba Pheasant Ridge
        dba New Expressions
        dba Solana North
        dba Silver Springs
        643 N Westwood
        Porterville, CA 93257

Bankruptcy Case No.: 09-10848

Type of Business: The Debtor operates a homebuilding company.

                  See: http://www.ennishomes.com/

Chapter 11 Petition Date: February 2, 2009

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  Klein, DeNatale, Goldner, Cooper,
                  Rosenlieb & Kimball LLP
                  5260 N. Palm Avenue #217
                  Fresno, CA 93704
                  Tel: (559) 438-4374
                  Fax: (559) 432-1847

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
   ------                      ---------------    ------------
Bacchus Vineyards Inc.         lawsuits on appeal $1,890,244
c/o James M. Jimenez, Esq.
6320 Canoga Ave., Ste. 1500
Woodland Hills, CA 91367

Xavier Sahagun Construction    cement contractor  $222,808
PO Box 485
Woodlake, CA 93286

Ortega Concrete                                   $206,103
Construction
41481 Road 120
Orosi, CA 93647

Blank's Custom Drywall Inc.                       $192,448

Nelson Roofing Inc.                               $186,662

The Gas Company                                   $182,158

Emet Construction Inc.                            $149,626

Star Electric Inc.                                $142,909

Keith Brown Building                              $134,584
Materials

Sacramento Bld. Cabinets                          $131,217

Gang Nail Truss Co. Inc.                          $128,557

McIntosh & Associates          lawsuit            $128,548

Pavletich Electric Inc.                           $112,403

Windows Plus LLC                                  $105,211

J. Westcott Plumbing Inc.      lawsuit pending    $104,807
                               in Tulare County

Kenyon Plastering Inc.                            $102,349

R&B Construction Cleanup                          $99,440

Kings Drywall Inc.                                $96,146

Morton & Brown Plumbing Inc.                      $91,410

Tri Valley Plastering Inc.                        $82,689

The petition was signed by Brian Ennis, president.


EOS AIRLINES: Court Confirms Joint Plan of Liquidation
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed on Jan. 28, 2009, the Joint Plan of Liquidation of Eos
Airlines, Inc., under Chapter 11 of the Bankruptcy Code submitted
by the Debtor and the Official Committee of Unsecured Creditors.
Thus, without further application to the Court, the Debtor, the
Committee and the Liquidating Trustee are authorized to enter
into, implement and effect all transactions contemplated under the
Joint Plan.

Pursuant to the terms of the Joint Plan, on the Effective Date of
the Plan, a liquidating trustee will be appointed to liquidate all
of the Debtor's remaining non-cash assets, if any, and to
distribute the Debtor's cash assets, net of the costs of
administration, to the Debtor's creditors in accordance with the
Bankruptcy Code and the Plan.

Under the Plan, all equity interests in the Debtor will be
cancelled, terminated, extinguished and void.  Secured Claims will
receive (i) the collateral securing the claim; (ii) if the
collateral is sold for cash, proceeds in the amount of
the allowed claim; or (iii) other consideration as is necessary to
render the allowed secured claim as unimpaired.

Allowed priority non-tax claims will be paid by the Liquidating
Trustee from cash held by the Trust within 10 days after the
allowance date.

Allowed unsecured Warn Act claims will be treated in accordance
with the terms of the settlement agreement reached by the parties.

Each holder of an allowed general unsecured claim will receive its
pro rata share of the available cash on each distribution date
until the Trust has been fully administered, all Estate Property
completely liquidated and all resulting Trust Cash distributed.

A full-text copy of the Disclosure Statement in support of EOS
Airlines, Inc. and the Official Committee of Unsecured Creditors'
Joint Plan of Liquidation is available for free at:

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

                        About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline.  The
company filed for Chapter 11 relief on April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Tim J. Robinson, Esq., and Nicholas
J. Brannick, Esq., at Squire, Sanders & Dempsey L.L.P., in
Columbus, Ohio; and Christine M. Pierpont, Esq., at Squire,
Sanders & Dempsey L.L.P, in Cleveland, Ohio, represent the Debtor
as counsel.  Kurztman Carson Consultants LLC acts as the Official
Claims Agent for the maintenance and recordation of claims.  The
U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Joseph M. Vann, Esq.,
and Robert A. Boghosian, Esq., at Cohen Tauber Spievack & Wagner
P.C., in New York, represent the Creditors Committee as counsel.
Alvarez & Marsal in New York is the Financial Advisor for the
Debtor.

Menzies Corporate Restructuring has been appointed as joint
administrators in the U.K.

In its schedules, EOS Airlines, Inc. listed total assets of
$57,707,999 and total debts of $16,409,993.


ESCO CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed ESCO Corporation's ratings
(including the B1 corporate family rating, B2 senior unsecured
note rating, and SGL-2 speculative grade liquidity rating).  The
rating outlook has been revised to negative from stable.

The affirmation reflects the company's performance to date and
relatively healthy liquidity profile.  Although Moody's
anticipates a period of weakness in the primary construction and
mining end markets, ESCO's position as a leading provider of
consumable wear parts should ensure ongoing demand during a
downturn.  Moreover, ESCO's robust liquidity position remains a
critical supporting factor as it provides operating flexibility in
a challenging macroeconomic environment.

The change in outlook reflects Moody's concerns about the
potential for significant deterioration in the end markets, and
possible ramifications on the company's credit metrics.  Given
ESCO's relatively small size and exposure to volatile, cyclical
end markets, Moody's believes that credit metrics could be
pressured beyond expectations for a B1 rating in the event that
the downturn is severe and protracted.  The outlook could be
stabilized if ESCO is able to demonstrate healthy margins and
interest coverage ratios while maintaining consistent positive
free cash flow over the coming quarters.

The SGL-2 speculative grade liquidity rating reflects good
liquidity to support operations over the next twelve months.
Internal liquidity is provided by $85 million of cash at September
30, 2008, EBITDA which Moody's expects should be sufficient to
cover capital expenditures and interest payments over the next
twelve months, and cash from working capital which ESCO should
source due to declining revenue in its challenged end markets.
External liquidity is provided by a $110 million asset-based
revolving credit facility though availability under the facility
is reduced by a decreasing borrowing base.  Moody's does not
expect the company to need to borrow under the facility over the
next 12 months, nor liquidity to be constrained by the revolving
credit facility's minimum availability covenant.

These ratings were impacted by this action:

  -- Corporate Family Rating of B1 Affirmed

  -- Probability of Default Rating of B1 Affirmed

  -- Senior Unsecured Note Rating of B2 affirmed (point estimate
     changed from LGD 4; 66% to LGD 4; 65%)

  -- SGL Rating affirmed at SGL-2

  -- Outlook revised to negative from stable

The prior rating action for ESCO Corporation was on December 7,
2006, when Moody's assigned a B1 corporate family rating.
ESCO Corporation's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of ESCO Corporation's core industry and ESCO Corporation's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Headquartered in Portland, Oregon, ESCO Corporation is a global
manufacturer of engineered ground-engaging metal wear parts for
mining and construction applications, and castings for gas
turbines.  Revenues for the twelve month period ending
September 30, 2008 were approximately $910 million.


EZ LUBE: Committee Wants to Sue Secured Lenders for Huge Debt
-------------------------------------------------------------
The official committee of unsecured creditors of EZ Lube LLC and
its affiliates seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to pursue causes of auction against
EZS Lube's secured lenders.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, recounts that in December 2005, new investors acquired
75% of the equity interests of the Debtors.  To finance the
purchase, the new investors paid cash of about $32 million, and
the Debtors borrowed $91.6 million, in a package that included a
first-lien term loan, a revolver, a second-lien term loan and
unsecured notes.  To secure the first-lien term loan and revolver,
the Debtors purported to grant a blanket lien on all their assets
to the First Lien Lenders.  To secure the second-lien term loan,
the Debtors purported to grant a blanket lien on all their assets
to the Second Lien Lenders.

The Committee, in its redacted Motion submitted to the Court, said
that available evidence suggests that the Buy-Out "rendered the
Debtors insolvent and/or with unreasonably small assets for the
business in which they were engaged."  In addition, as a result of
the new higher debt load, it does not appear that the Debtors
could have reasonably believed that they would generate sufficient
cash flow following the Buy-Out to pay their debts as they became
due.

As a result, the Debtors' estates, according to Mr. Carignan,
possess colorable and potentially valuable causes of action and/or
objections against the Debtors' pre-petition lenders under
Sections 502(d), 544(b) and 550(a) of the Bankrupcy Code and the
California Uniform Fraudulent Transfer Act, Cal Civ Code Section
3439 et seq. (2008), for the avoidance or disallowance of the
lenders' claims, the avoidance of their liens, and the recovery
for the benefit of the estate of all transfers made by the Debtors
in connection with such claims and liens.

The Debtors, however, waived and released the Actions as a
condition precedent to obtaining their post-petition financing.

The Debtors have irrevocably released their secured lenders from
any and all claims or causes of action:

   (i) In exchange for additional financing, under a debtor-in-
       possession financing agreement, the Debtors stipulated and
       admitted (a) that they  are indebted to Goldman Sachs
       Specialty Lending Group, L.P as administrative agent,
       collateral agent, lead arranger, syndication agent and
       document agent for itself and certain other lenders in the
       aggregate amount of approximately $53.5 million without
       defense, counterclaim or offset; and (b) that the liens
       granted to the First Lien Lenders to secure the First Lien
       Debt are legal, valid, enforceable, non-avoidable, and
       granted for fair consideration and reasonably equivalent
       value.

  (ii) In exchange for access to their lenders' cash collateral,
       the Debtors stipulated and admitted (a) that they are
       indebted to GSO Capital Partners LP, as administrative
       agent, collateral agent, lead arranger, syndication agent,
       and documentation agent, and certain other lenders in the
       aggregate amount of approximately $27.8 million (the
       "Second Lien Debt") without defense, counterclaim or
       offset; and (b) that the liens granted to the Second Lien
       Lenders to secure the Second Lien Debt are legal, valid,
       enforceable and not subject to avoidance.

"As a result, the Debtors cannot and will not prosecute the
Actions, and if the Committee is not authorized to bring them, the
value of those Actions will be forever lost to the estates," the
Committee points out.  Accordingly, the Committee seeks a grant of
derivative standing to commence and prosecute the Actions on
behalf of the Debtors' estates.

The Committee also wants the deadline to pursue the causes of
action extended by 60 days beyond the current Feb. 20 cutoff so it
can conduct more discovery and investigation.

The Court will convene a hearing to consider the request Feb. 17.
Objections are due Feb. 10.

The Creditors Committee had opposed the fast-tracked sale of the
Debtor's business to an affiliate of GSO Capital Partners LP.
According to Bloomberg's Bill Rochelle, existing shareholders and
secured creditors of EZ Lube are affiliated with GSO, and GSO has
submitted a credit bid -- using the secured creditors claims --
for the assets.  The Creditors Committee, according to the report,
argued that GSO shouldn't be allowed to pay part of the purchase
price with secured claims until the validity of the claims is
established.

The members of the Committee are: (i) Camden Holdings, LLC; (ii)
ExxonMobil Oil Corporation; (iii) Filpac, Inc.; (iv) A&S
Engineering; (v) ADX, Inc.; (vi) Miller & Co, Inc.; and (vii)
Mailmark Direct

                           About EZ Lube

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On Dec. 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.
Broadway Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
In its petition EZ Lube estimated assets and debts of $100 million
to $500 million each.

As reported by the Dec. 10 issue of the Troubled Company Reporter,
EZ Lube along with its affiliate, Xpress Lube-Tech Inc., filed for
bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.


FAIRCHILD SEMICONDUCTOR: S&P Cuts Corp. Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered both its
corporate credit rating on Fairchild Semiconductor International
Inc. and its senior secured rating on subsidiary Fairchild
Semiconductor Corp. to 'BB-' from 'BB'.  The recovery rating on
the senior secured issues remains at '3', indicating the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  The outlook is negative.

"The rating action reflects the company's challenging operating
environment," said Standard & Poor's credit analyst Lucy
Patricola, "and the prospect for sharply weaker credit protection
measures over the near term."  Headroom under the performance
covenants in the company's bank agreement, including a minimum
debt to EBITDA test (as defined), is likely to diminish
significantly, although S&P currently do not anticipate that the
threshold will be breached.


FERRO CORP: S&P Cuts Rating to 'B-' After Q4 Guidance
-----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Ferro Corp., including its corporate credit rating to
'B-' from 'B+', and placed the ratings on CreditWatch with
negative implications.  The recovery rating on the company's
convertible senior unsecured notes remains at '5', indicating
expectations of modest (10%-30%) recovery in the event of a
payment default.

"The ratings action and CreditWatch listing reflects our concerns
about Ferro's liquidity position following the company's weaker
earnings guidance for the fourth quarter of 2008 caused primarily
by steep declines in sales volumes in the performance coatings,
color and glass performance materials, polymer additives and
specialty plastics segments," said Standard & Poor's credit
analyst Liley Mehta.  "The operating weakness is widespread across
the industry but the downgrade reflects our concern over the
possibility of a near-term violation of the company's total
leverage covenant under its credit agreement given the ongoing
difficult credit market conditions."

The ratings on Ferro, a producer of ceramic glaze, porcelain
enamel coatings, electronic materials, and inorganic pigments and
colorants, reflect vulnerability to raw material costs,
challenging conditions in certain U.S. markets, and aggressive
debt leverage.  Partly offsetting these negatives are a
meaningful, diverse chemicals portfolio (generating revenues of
about $2.4 billion), good geographic and customer diversification,
and ongoing initiatives to lower the cost structure and improve
the product mix.

In resolving the CreditWatch listing, Standard & Poor's will
reassess the prospects for operating performance in 2009 and
monitor the progress in potentially attaining a waiver or
amendment (if necessary) to the senior credit facility.  S&P will
also assess the terms of any amendment and how it affects credit
measures and the company's liquidity position for the foreseeable
future.


FORD CREDIT: Fitch Affirms 'BB' Ratings on Class D Notes
--------------------------------------------------------
Fitch Ratings affirms Ford Credit Auto Owner Trust 2008-A as part
of its on going surveillance process.

The rating actions are:

2008-A

  -- Class A-2 notes affirmed at 'AAA', Outlook Stable;
  -- Class A-3a notes affirmed at 'AAA', Outlook Stable;
  -- Class A-3b notes affirmed at 'AAA', Outlook Stable;
  -- Class A-4 notes affirmed at 'AAA', Outlook Stable;
  -- Class B notes affirmed at 'A', Outlook Positive;
  -- Class C notes affirmed at 'BBB', Outlook Positive;
  -- Class D notes affirmed at 'BB', Outlook Positive.

The collateral continues to perform within Fitch's base case
expectations. Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
rating categories and still make full payments of interest and
principal in accordance with the terms of the documents.

As before, the ratings reflect the quality of Ford Motor Credit
Co.'s retail auto loan originations, the sound financial and legal
structure of the transactions, and servicing provided by FMCC.


FINAL ANALYSIS: Wants to Sell Excess Furniture for $4,000
---------------------------------------------------------
Final Analysis Communication Services, Inc., asks the U.S.
Bankruptcy Court for the District of Maryland for authority to
sell excess office furniture and some equipment placed in storage
units in Gaithersburg, Maryland and Lanham, Maryland that the
Debtor is not using and has no prospects of using.

Debtor is selling the assets to Vantage Systems, Inc. for $4,000,
free and clear of all liens and encumbrances.

Some of the assets are covered by the International Traffic in
Arms Regulations.  The ITAR regulations,, which are issued by the
U.S. Trade Department, place restrictions on the export of certain
materials.  The Debtor tells the Court that Vantage is eligible
and qualified to acquire the property.

On Jan. 4, 2007, some of the former officers of the Debtor (the
"Modanio Parties") filed a motion to dismiss the bankruptcy case,
asserting that the filing was not authorized.  On or about
June 21, 2007, the Modanio Parties filed a supplemental motion to
dismiss the bankruptcy case.  On Dec. 16, 2008, the Court denied
the supplemental motion to dismiss the case.

The sale will be on a "as is, where is" basis, without warranty,
and will be subject to higher and better offers to be submitted at
the hearing to consider the motion.  The sotrage facilities have
agreed to waive their claims against the Debtor for accrued
storage costs.

Lanham, Md.-based Final Analysis Communication Services Inc. filed
a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  Edward J. Tolchin, Esq., at Fettmann, Tolchin
& Majors PC; J. Daniel Vorsteg, Esq., Martin T. Fletcher, Esq.,
Cameron J. Macdonald, Esq., Chengzhi Yu, Esq., and Stephen B.
Gerald, Esq., at Whiteford, Taylor & Preston, LLP, represent the
Debtor as counsel.  No official committee of unsecured creditors
has been appointed in the case.  When it filed for bankruptcy, the
Debtor estimated its assets at more than
$100 million and debts at $1 million to $100 million.


FLANNERY CONSTRUCTION: Files for Chapter 7 Liquidation
------------------------------------------------------
Boston Business Journal reports that Flannery Construction Corp.
filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for
the District of Massachusetts on Tuesday.

According to Boston Business, Flannery Construction listed $16,106
in liabilities and $500 in assets.

Flannery Construction said that it generated almost $200,000 in
revenue during 2006, Boston Business relates.  The report states
that no figures were given for 2007 and 2008.  Court documents say
that Jason P. Flannery is listed as Flannery Construction's
president.

Flannery Construction Corp. --
http://www.flanneryconstruction.com/about_us/index.html-- is a
Brighton-based construction company.


FLYING J: Will Lay Off 200 Employees
------------------------------------
Sarah Dallof and Tom Callan at KSL.com reports that Flying J Inc.
will lay off about 200 workers, including 80 employees in Utah.

ABC4 News states that Flying J said they will provide counseling
services and severance packages for the unemployed.

Flying J said in a statement that it has filed a motion with the
U.S. Bankruptcy Court for the District of Delaware to approve
severance packages.  KSL.com relates that the hearing on that
request will be on February 18.

                           About Flying J

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


FRANKLIN PIERCE: Moody's Keeps 'Ba3'; Removes from Rating Review
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating of Franklin
Pierce University (formerly Franklin Pierce College) and removed
the rating from watchlist for possible downgrade.  The outlook is
negative reflecting the University's challenging student market
position, reliance on an operating line of credit for seasonal
cash flow, thin unrestricted liquidity leaving little margin for
error, and uncertain longer-term market and financial impact of
expansion into Goodyear, Arizona.  The affirmation affects the
University's Series 1994, 1998, and 2004 bonds issued through the
New Hampshire Higher Education and Health Facilities Authority.
The Series 1998 and 2004 bonds are insured by ACA Financial
Guaranty Corporation, which Moody's does not rate.

Legal Security: Payment of the Series 1994 bonds is a general
obligation of the College, further secured by a first security
interest in Gross Receipts, a security interest in all Equipment,
and a mortgage lien on the Facility (land, buildings, and
equipment).  Payment of the Series 1998 and Series 2004 bonds is a
general obligation of the College, further secured by a first
security interest in Gross Receipts, a security interest in all
Equipment, a mortgage lien on the Facility (land, buildings, and
equipment), as well as debt service reserve funds.

Debt-Related Rate Derivatives: none

                            Challenges

* Very thin levels of liquid financial reserves and heavy
  dependence on $5 million Wachovia line of credit (which expires
  in March 2009) for cyclical cash flow needs.  In FY 2008, the
  University had $1.2 million of unrestricted financial
  resources, with the $5 million line of credit fully drawn at
  6/30/2008.  As of end of January 2009, the line of credit has
  been fully repaid with receipt of spring tuition payments.
  However, Moody's anticipate that the University will need to
  depend on a bank line of credit in late spring.  If the
  University is unable to renegotiate or obtain a replacement
  line, Moody's would expect the rating to be downgraded.

* High debt levels ($55.2 million of direct debt outstanding as
  of 6/30/08, including capital leases and line of credit fully
  drawn), with expendable resources covering debt less than 0.1
  times and debt service representing 6.2% of operating expenses
  in FY 2008.  Principal payment on the Series 1998 bonds begins
  this year, and debt service is projected to increase to roughly
  7.9% of operating expenses.

* Line of credit agreement grants the bank a security interest in
  accounts receivable and gross receipts of the University.  In
  conjunction with a past extension of the line of credit, the
  College entered into an intercreditor agreement which
  establishes the liens of the bank and bondholders as being on
  parity.  If the bank decides not to renew or extend the line of
  credit, all principal and accrued interest outstanding at that
  point in time will be due and payable in March 2009.

* Highly competitive market for traditional-age students at the
  main campus located in Rindge, New Hampshire, coupled with
  challenging demographic projections in the northeast.  In fall
  2008, full-time equivalent enrollment at the main Rindge campus
  declined 5% from fall 2007 levels, and weak freshmen
  selectivity of 77% and matriculation of 15% highlight the
  highly competitive environment in which Franklin Pierce
  operates.  The fall 2008 Rindge actual full-time equivalent
  enrollment was off from the originally budgeted number by 78
  students and required management to make budgetary adjustments
  in order to balance operations.  Management attributes the
  decline to students and families' concerns about student loan
  availability.

* Uncertain credit impact of University's geographic expansion.
  In partnership with a health care organization, Franklin Pierce
  will begin offering courses in nursing and physical therapy
  degree programs at a leased space located in Goodyear, Arizona
  near Phoenix.  Classes are projected to begin in June 2009.
  The programs are projected to generate a roughly $600,000
  operating deficit in FY 2009, but expected to be profitable in
  FY 2010 as a result of enrollment growth.  The city of Goodyear
  has offered the University 30 acres of downtown land at $1 per
  year for the establishment of a new campus.  Franklin Pierce is
  evaluating possible project partners and funding mechanisms for
  constructing a campus in Arizona.

* In FY 2007 and 2008, the University breached an unrestricted
  financial resources to debt financial covenant in its bond
  documents (actual calculation of 11.6% in FY 2008 by
  management's calculation, compared to 25% required ratio).  The
  University has hired a financial consultant.

                             Strengths

* Growth of net tuition revenue and net tuition per student
  ($15,676 in FY 2008), a critical credit factor as the
  University relies on student charges for close to 95% of
  operating revenue base.  Despite multi-year declines in full-
  time equivalent enrollment, the University has successfully
  grown this revenue stream due to increased enrollment in more
  profitable programs including graduate programs, and reduced
  size of less profitable programs such as degree completion
  programs located at sites outside of the main Rindge campus.

* The University's operating performance, by Moody's calculation,
  has improved in each of the past three years, with a 0.7%
  surplus in FY 2008 and 2.1 times annual debt service coverage.
  Cash flow in FY 2008 would cover maximum annual debt service
  1.6 times.

* Diligent management and budgeting.  Despite the smaller than
  budgeted entering freshmen class on the Rindge campus,
  management has adjusted its FY 2009 budget and initially built
  in enough contingencies so that the University anticipates
  positive operations in FY 2009 on a level comparable to FY 2008
  results.

* Although the expansion into Arizona carries some risks and up-
  front costs, if successful, the efforts could lead to stronger
  revenue growth and diversification of the University's student
  market over time.

* No additional borrowing plans and all of the College's rated
  debt was issued in a fixed rate mode.

                              Outlook

The University's outlook is negative reflecting very thin levels
of liquidity, reliance on operating line of credit, weak economic
environment which may further challenge enrollment trends and
uncertainty about the operating impact and longer-term funding
sources for the Goodyear, Arizona expansion.

                  What could change the rating-UP

Currently unlikely; longer term the rating could improve if the
University is able to grow its unrestricted financial resource
base, reduce its dependence on bank line of credit, and maintain
positive operating performance.

                What could change the rating-DOWN

Deterioration of operating cash flow and debt service coverage;
further declines in unrestricted cash and investments; inability
to extend the line of credit beyond the March 2009 expiration date
or secure alternate bank line of credit.

Key Indicators (FY 2008 financial data unless otherwise stated and
fall 2008 enrollment data)

  * Total Full-Time Equivalent Enrollment: 2,119 FTE
    enrollment

  * Fall 2008 Freshmen Selectivity at Rindge Campus: 77.3%

  * Fall 2008 Freshmen Matriculation at Rindge Campus: 15.0%

  * Total Financial Resources: $5.7 million ($4 million assuming
    30% investment loss since close of FY 2008)

  * Direct Debt: $55.2 million in FY 2008, although $5 million
    operating line of credit was fully repaid as of 1/23/2009

  * Expendable Financial Resources-to-Debt: 0.05 times (0.03
    times assuming 30% reduction of financial resources due to
    investment losses)

  * Expendable Financial Resources-to-Operations: 0.05 times

  * Three Year Average Operating Margin (average of FY 2006-
    2008): -0.07 %

  * Average Debt Service Coverage: 1.8 times

  * Reliance on Student Charges: 95%

Rated Debt:

  * Series 1994, 198, 2004 bonds: Ba3


FREDDIE MAC: Prepares Fin. Statements for Periods ended Dec. 31
----------------------------------------------------------------
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, is in the process of preparing its financial
statements for the fourth quarter of 2008 and the year ended
Dec. 31, 2008.  Based on preliminary unaudited information
concerning its results for these periods, management estimates
that the Federal Housing Finance Agency, in its capacity as
conservator of Freddie Mac, will submit a request to the U.S.
Department of the Treasury to draw an additional amount of
approximately $30 billion to $35 billion under the $100 billion
Senior Preferred Stock Purchase Agreement between Freddie Mac and
Treasury.  The actual amount of the draw may differ materially
from this estimate as Freddie Mac goes through its internal and
external process for preparing and finalizing its financial
statements.

The Purchase Agreement requires Treasury, upon the request of the
Conservator, to provide funds to the company after any quarter in
which the company reports a negative net worth.  The amount of the
estimated additional draw reflects management's estimate of the
impact of operating losses well as other items that have a direct
impact on the company's net worth in the fourth quarter.

The company drew $13.8 billion under the Purchase Agreement in
November 2008, after its release of results for the third quarter
of 2008.

                       Settlement Agreement

Freddie Mac and JPMorgan Chase have entered into a settlement
agreement under which Freddie Mac has agreed to consent to
JPMorgan Chase becoming the servicer of mortgages serviced by
Washington Mutual Bank.  Under the terms of the agreement,
JPMorgan Chase will assume Washington Mutual's recourse
obligations to repurchase any of such mortgages that were sold to
Freddie Mac with recourse.  With respect to mortgages that
Washington Mutual sold to Freddie Mac without recourse, JPMorgan
Chase has agreed to make a one-time payment to Freddie Mac with
respect to obligations of Washington Mutual to repurchase any of
such mortgages that are inconsistent with certain representations
and warranties made at the time of sale.

Additionally, Freddie Mac, issued its December 2008 Monthly Volume
Summary.  A full-text copy of it is available for free at:

                http://ResearchArchives.com/t/s?38e7

                         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.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $804,390 billion and total liabilities of
$818,185 billion, resulting in a stockholders' deficit of
$13,795 billion.

                         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.


GENERAL MOTORS: Dragged in TA Systems' Suit Against Cadence
-----------------------------------------------------------
T.A. Systems, Inc., filed a complaint against Cadence Innovation
LLC and General Motors Corporation, seeking a lien foreclosure
against the Debtor.

Before Cadence's bankruptcy filing, pursuant to certain sale
agreements, the Debtor purchased certain mold building equipment
from TA Systems, committing to pay for the equipment in
installments.

The Equipment sold to the Debtor was a die, mold, or form for use
in the manufacture, assembly, or fabrication of plastic parts.  TA
Systems asserts that it has a valid, perfected, mold builder's
lien on the Equipment and its lien is superior to any and all
other liens claimed on the Equipment.

Bruce W. McCullough, Esq., at Bodell, Bove, Grace & Van Horn,
P.C., in Wilmington, Delaware, informs Judge Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware that the Debtor
did not make all of the payments due and owing on the Sale
Agreements on the Equipment.  The Debtor owed TA Systems $245,042.

Mr. McCullough also points out that pursuant to an Accommodation
Agreement between the Debtor and GM, GM had the right to take
immediate possession of certain tooling and equipment of the
Debtors.  GM previously filed an adversary complaint against the
Debtors, alleging that the Debtor violated the Accommodation
Agreement.  The parties subsequently stipulated to resolve the
Complaint.  Under the GM Stipulation, GM may take possession and
control of certain equipment, which includes the TA Systems
Equipment.

Mr. McCullough notes that GM has taken possession of certain of
TA Systems' Equipment.  Thus, he contends, TA Systems is entitled
to payment from GM and the Debtors for the possessed Equipment.
Even if TA Systems is not entitled to payment under the GM
Stipulation, TA Systems is entitled to payment based on its
agreements with the Debtor, he argues.  Moreover, as TA Systems
has not been paid in full for the Equipment it sold to the
Debtor, the Debtor is in default under the Sale Agreements, Mr.
McCullough maintains.

While the GM Stipulation is entirely uncertain what precise
equipment will be paid by GM, Mr. McCullough reiterates that the
TA Systems Equipment is covered by the stipulation and TA Systems
should thus be paid from the escrow fund established under the
stipulation.

Mr. McCullough also asserts that TA Systems has conferred a
benefit on the Debtor through the Equipment, but the Debtor did
not reciprocate the value conferred by TA Systems.  "It would
thus be inequitable for the Debtor to retain the benefit
conferred by TA Systems without reciprocating," he says.

"Moreover, the Debtor transferred some or all of the benefit
provided by TA Systems to GM when the Debtor released the TA
Systems Equipment to GM to be resourced to another supplier," Mr.
McCullough adds.  "Thus, GM has received a benefit from the
inequitably uncompensated benefit conferred by TA Systems," he
states.

Accordingly, TA Systems asks the Court to:

  (a) enter a judgment declaring that TA Systems is entitled to
      payment (x) of funds from the escrow account for the
      purchase of the Equipment, and (y) from the Debtor in
      priority over all other creditors;

  (b) award it damages in an amount equal to the benefit
      it conferred to the Debtor; and

  (c) allow it to take possession of the TA Systems Equipment.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Pens Settlement with Cadence on Tooling Dispute
---------------------------------------------------------------
General Motors Corporation and Cadence Innovation LLC reached an
agreement, resolving certain issues raised in GM's motion to
compel the Debtors' performance in certain Accommodation
Agreements.

The U.S. Bankruptcy Court for the District of Delaware approved
the parties' Stipulation.

The parties stipulate that:

  (1) GM acknowledges that the Debtors have released to GM all
      Tooling prior to entry of the Stipulation in accordance
      with the parties' agreed schedule; provided, however, that
      the Debtors will immediately release any Tooling that has
      not been previously released to GM.

  (2) The Debtors will have begun releasing to GM all Designated
      Equipment, wherever located, as of December 29, 2008, and
      GM will pay to the Debtors for the Designated Equipment:

         * In the case of Designated Equipment for which Hilco
           Industrial appraised value exists, GM will make the
           wire transfer to the Debtors simultaneous with the
           Debtors' release of the Designated Equipment to GM;
           and

         * GM will pay the Equipment Escrow Funds into escrow
           with Bank of America, N.A., as administrative agent
           for the Debtors' DIP Lenders immediately.  All
           proceeds of the sale of the Designated Equipment will
           be subject to BofA's liens.  Upon payment of the
           Designated Equipment, GM will be entitled to its
           immediate possession and will own all Designated
           Equipment without further obligations.

  (3) GM will make these payments for the Designated Equipment:

         * $355,000 in cash or cash equivalents to be paid to
           the Debtors for the Designated Equipment, wherever
           located;

         * $444,000 in cash or cash equivalents to be paid to
           the Debtors for the Designated Equipment located
           at Debtors' Hillsdale, Groesbeck, and Malyn
           facilities;

         * $1,700,000 to be paid in cash or cash equivalents to
           the Debtors in exchange for the Designated Equipment
           related to the Camaro Program;

         * $1,000,000 to be paid by GM into escrow with Lender,
           for certain of the Designated Equipment upon which GM
           believes certain vendors to the Debtors may have
           valid existing liens or security interests senior in
           priority to the Lender's liens; and

         * $1,000,000 to be paid by GM into escrow with Lender
           for the Designated Equipment located in Chesterfield
           facility and other than the Camaro Designated
           Equipment and the Vendor Designated Equipment, which
           has not been appraised by Hilco.

  (4) All payments to be made by GM to the Debtors will be made
      directly to Bank of America, N.A., at its discretion.

  (5) GM notes that certain vendors to the Debtors may have
      valid existing liens or security interests on the Vendor
      Designated Equipment; however, the Debtors may wish to
      challenge the validity of those liens.  In the event the
      Debtors determine that a vendor has a valid lien or
      security interest superior in priority to the DIP Lenders'
      liens, payment will be remitted to the vendor from the
      Vendor Escrow Fund.

      In the event the aggregate amount of valid existing liens
      in Vendor Designated Equipment which are superior in
      priority to the Lender's liens is less than the total
      amount of Vendor Escrow Funds, any remaining funds will be
      remitted to the Debtors, subject to the DIP Lenders'
      liens.  In the event the aggregate amount of valid
      existing liens in Vendor Designated Equipment exceeds the
      Vendor Escrow Funds, GM will be responsible for the excess
      lien claims.

  (6) The Debtors have asked Hilco to appraise the Unappraised
      Designated Equipment immediately.  If the Unappraised
      Designated Equipment is moved to GM's successor suppliers'
      facilities prior to Hilco's appraisal, Hilco will conduct
      the appraisal at the successor suppliers' facilities.
      Upon the completion of the appraisal, Hilco will provide
      the Debtors, the DIP Lenders and GM the appraised values
      for the Unappraised Designated Equipment.

  (7) In the event Hilco's appraisal of the Unappraised
      Designated Equipment is less than $1,000,000, the
      excess amount will be immediately released to GM and GM
      will have no further obligation with respect to any
      Unappraised Designated Equipment.  The balance remaining
      after payment to GM will be remitted to the Debtors.

  (8) In the event Hilco's appraisal of the Unappraised
      Designated Equipment is greater than $1,000,000, the full
      amount of the Equipment Escrow Funds will be immediately
      released to the Debtors and the amount remaining of
      $1,000,000 will be paid by GM to Debtors without delay
      after Hilco's completion of the appraisal.

  (9) With respect to the inventory constituting resins that are
      utilized in the production of GM's Component Parts in the
      Chesterfield, Groesbeck and Hillsdale facilities, GM's
      successor suppliers will purchase the Resin from the
      Debtors.  Assuming the Resins are available for delivery,
      the Debtors will realize $350,000 for the Resins
      regardless of whether GM's successor suppliers purchase
      the Resins from the Debtors.

      The Debtors are expected to provided confirmation to GM
      regarding the amount of the Resins purchased by the
      successor sources.  To the extent the amount is less than
      $350,000, GM will wire the deficiency payment to the
      Debtors without delay, subject to the DIP Lenders' liens.

(10) In connection with GM's resourcing of the Component Parts,
      GM continues to require that certain labor, equipment and
      other transition services be provided by the Debtors
      pursuant to a letter dated December 19, 2008.  The letter
      continues to govern a pending agreement setting forth
      description of the Services and the maximum amount GM
      agreed to pay.  On Friday of each week when Services are
      performed, the Debtors will issue an invoice to GM payable
      via wire transfer.

      As of December 28, 2008, GM has sought services for which
      it has agreed to pay the Debtors $1,075,554.  GM will make
      payment for the Services without setoff or recoupment.

(11) GM's obligations with respect to labor and other
      transition assistance is limited to the Services and the
      amounts set forth.  The Debtors remain liable for all
      liabilities involving their employees, including wages and
      compensation.

(12) GM will purchase from the Debtors the work-in-progress
      inventory immediately using purchase prices the parties
      have previously agreed on, plus packaging costs, prior to
      GM's possession of the WIP Inventory unless the Debtors
      agree to release the WIP Inventory to GM in advance of
      payment.

(13) All payments to be made by GM to the Debtors or Bank of
      America will be without setoff or recoupment, except for
      payments due for shipment of Component Parts to GM.

(14) The Access and Security Agreements dated August 25, 2008
      will terminate upon the Debtors' release of all Tooling
      and Designated Equipment to GM.

                  About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GREYHAWK FUNDING: Moody's Reviews Rating on Asset-Backed Notes
--------------------------------------------------------------
Moody's has placed the Prime-1 rating of the asset-backed
Commercial Paper Notes issued by Greyhawk Funding LLC on review
for possible downgrade.  Greyhawk, a multiseller program
administered by WestLB, New York Branch (A2/P-1/E+), is a special
purpose company established in June 1998.

Moody's is placing Greyhawk's Prime-1 rating on review for
downgrade due to its exposure to Alt-A residential mortgage backed
securities and commercial real estate collateralized debt
obligations, which total $125 million and $611 million
respectively.  The program wide credit enhancement in Greyhawk,
which is available to cover defaulted securities, is only
$100 million.  While the ratings of these securities currently
range from Aaa to Baa2, Moody's anticipate further downward credit
migration as outlined in recent Moody's publications.

Moody's has recently raised its Alt-A RMBS loss projections for
U.S. deals issued in 2006 and 2007.  Moody's has revised its
projected cumulative losses on 2006 vintage Alt-A RMBS pools to an
average of about 20%, up from Moody's May projection of 4-6%.
Moody's has projected average cumulative losses of about 24% for
2007 securitizations, up from Moody's May projection of 4-8%.
Given these updated loss projections, super-senior support
tranches are likely to be downgraded to Caa or Ca for the 2006 and
2007 vintages.  For the 2004 and 2005 vintages, credit migration
is also expected as current cumulative losses and delinquencies
are already higher than expected.

Moody's has also announced a negative outlook on CRE-CDOs.  CRE-
CDOs are typically backed by commercial mortgage backed securities
or commercial real estate loans.  Moody's expect downward credit
migration due to systematic increases in real estate risk,
relatively thin tranche thickness of the underlying CMBS, and
revised modeling parameters.  Commercial property values, which
have declined about 10% from the peak reached in October 2007, are
expected to decline an additional 10 to 20% over the next 18 to 24
months.  Moody's has also revised three key parameters in Moody's
model for rating and monitoring CRE-CDOs -- asset correlation,
default probability, and recovery rate.  Previously, the average
asset correlations used for CMBS within CRE CDO deals ranged
between 15% and 35%, depending on vintage and issuer diversity.
In light of the systematic seizure of the credit markets, as well
as higher intra industry and inter industry asset correlations,
the updated correlation parameters for CRE CDOs will imply an
average range of asset correlations of between 30% and 60% for
CMBS collateral.  Moody's is also building in additional stresses
on default probability for late vintage CMBS, and is also
simulating recoveries on CMBS to capture more of the tail risk.

Hence Moody's is placing Greyhawk's Prime-1 rating on review due
to the uncertainty surrounding its Alt-A RMBS and CRE-CDO
collateral, whose total balances exceed Greyhawk's PWCE.  In
addition, the availability of liquidity in Greyhawk is tied to the
payment default of each security.  Greyhawk's documents, however,
stipulate that securities with ratings lower than Aa3 have to be
removed within 10 days, if the total balance of the affected
securities exceeds the PWCE.  Moody's expects to conclude its
review of Greyhawk's rating in conjunction with the review on the
ratings of its Alt-A and CRE-CDO collateral.  Moody's will also
examine moves that WestLB may take to mitigate the exposure.

As of December 31, 2008, Greyhawk had $7.1 billion in ABCP
outstanding.

Complete rating action:

  -- Greyhawk Funding LLC, asset-backed commercial paper notes,
     Prime-1 under review for possible downgrade; previous rating
     action in June 2005, Prime-1 rating affirmed


HAWAIIAN TELCOM: Gets Green Light to Tap Kirkland as Lead Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Hawaiian Telcom Communications and its affiliates to employ
Kirkland & Ellis as their lead bankruptcy counsel.

As reported by the Troubled Company Reporter on January 2, 2009,
as the Debtors' counsel, Kirkland & Ellis will:

  (1) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and properties;

  (2) advise the Debtors on the conduct of these Chapter 11
      cases, including all of the legal and administrative
      requirements of operating in Chapter 11;

  (3) attend meetings and negotiate with creditors and other
      parties-in-interest;

  (4) prosecute actions on the Debtors' behalf, defend actions
      commenced against the Debtors and represent the Debtors'
      interest in negotiations concerning litigation in which
      the Debtors are involved including objections to claims
      filed against the estates;

  (5) prepare pleadings related to these bankruptcy proceedings,
      including motions, and papers beneficial to the
      administration of the Debtors' estates;

  (6) advise the Debtors in connection with any potential sale
      of assets;

  (7) appear before the courts on the Debtors' behalf;

  (8) advise the Debtors regarding tax matters;

  (9) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      documents related to it; and

(10) perform all other necessary or appropriate legal services
      for the Debtors in connection with the prosecution of
      these Chapter 11 cases, including (x) analyzing the
      Debtors' leases and contracts and whether to assume and
      assign or reject hereof, (y) analyzing validity of liens
      against the Debtors, and (z) advising the Debtors on
      transactional and litigation matters.

The Debtors will pay for Kirkland & Ellis' contemplated services
according to the firm's current hourly rates:

        Title                    Hourly Rate
        -----                    -----------
        Partners                 $590 to $975
        Counsel                  $490
        Associates               $275 to $800
        Paraprofessionals        $125 to $270

K&E professionals expected to have primary responsibility for
providing services to the Debtors are:


        Professional             Hourly Rate
        ------------             -------------
        Richard M. Cieri           $925
        Paul M. Basta              $845
        Christopher J. Marcus      $675

The Firm will also be reimbursed for its actual and necessary
expenses.

The Debtors advanced $200,000 in August 2008 to K&E as an advance
payment retainer.  In October 2008, the Debtors increased K&E's
retainer to $750,000, and in November 2008, to $1.25 million.  As
of the Petition Date, about $250,000 of the Retainer remain in
K&E's general cash account.  The Debtors disclosed that they have
paid K&E an aggregate of $2,251,691 as payment for the Firm's
prepetition professional services and reimbursement of reasonable
and necessary expenses.  As of the Petition Date, the Debtors did
not owe K&E any amounts for legal services rendered prepetition.

Paul M. Basta, Esq., partner at K&E, ascertained that based on the
conflicts search conducted by his firm, K&E does not hold or
represent an interest adverse to the Debtors' estates.  He said
that K&E has no connection to the Debtors, their creditors or
related parties and is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HAWAIIAN TELCOM: Gets Court Permission to Hire Cades Schutte
------------------------------------------------------------
Hawaiian Telcom Communications, Inc. and its affiliates may employ
Cades Schutte LLP as co-bankruptcy counsel, the U.S. Bankruptcy
Court for the District of Hawaii ruled.

As the Debtors' counsel, Cades Schutte will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

  (b) advise the Debtors on the conduct of these Chapter 11
      cases, including all of the legal and administrative
      requirements of operating in Chapter 11;

  (c) attend meetings and negotiate with creditors and other
      parties-in-interest;

  (d) prosecute actions on the Debtors' behalf, defend actions
      commenced against the Debtors, and represent the Debtors'
      interest in negotiations concerning litigation in which
      the Debtors are involved including objections to claims
      filed against the estates;

  (e) prepare pleadings related to these bankruptcy proceedings,
      including motions, and papers beneficial to the
      administration of the Debtors' estates;

  (f) advise the Debtors in connection with any potential sale
      of assets;

  (g) appear before the courts on the Debtors' behalf;

  (h) advise the Debtors regarding tax matters;

  (i) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      plan-related documents; and

  (j) perform all other necessary or appropriate legal services
      for the Debtors in connection with the prosecution of
      these Chapter 11 cases, including (i) analyzing the
      Debtors' leases and contracts and whether to assume and
      assign or reject them, (ii) analyzing validity of liens
      against the Debtors, and (z) advising the Debtors on
      transactional and litigation matters.

The Debtors will pay for the contemplated services of the firm's
professionals, according to standard hourly rates:

        Title                             Hourly Rate
        -----                             -----------
        Nicholas C. Dreher, Partner          $400
        Theodore D.C. Young, Partner         $350
        Teri-Anne E.S. Nagata, Partner       $250
        Paralegals                           $140

The firm will also be reimbursed for actual and necessary
expenses it incurs or has incurred for the Debtors' benefit.

Nicholas C. Dreher, Esq., a partner at Cades Schutte, disclosed
that within a year before the Petition Date, his Firm received
$33,093 in legal fees from the Debtors for services rendered
prepetition, including work in anticipation of the bankruptcy
filing.  He noted that Cades Schutte represents certain
individuals or entities on general legal matters unrelated to the
Debtors' cases.  Mr. Dreher attested that his firm does not hold
or represent an interest adverse to the Debtors' estates, and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HAWAIIAN TELCOM: Can Employ Ernst & Young As Tax Advisors
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Hawaiian Telcom Communications and its affiliates to employ Ernst
& Young LLP as their tax advisors in connection with their Chapter
11 cases.

The Debtors have previously retained Ernst & Young for certain tax
services, allowing the firm to gain considerable
knowledge and familiarity in their business affairs.

Ernst & Young has agreed to provide tax advisory services to the
Debtors, including:

  (a) advising and assisting on federal, state, and local income
      tax consequences of proposed plans of reorganization;

  (b) preparing calculations pursuant to Section 382 of the
      Bankruptcy Code and applying the appropriate federal,
      state and tax law to historic information regarding
      changes in ownership of the Debtors' stocks;

  (c) analyzing information relevant contained in historic tax
      returns and applying relevant tax return rules, applying
      the appropriate federal, state and tax law to determine
      tax asset and stock basis and deferred intercompany
      transactions for each legal entity in the Debtors' tax
      group, and identifying significant deferred intercompany
      transactions, excess loss accounts, and other similar
      items;

  (d) preparing calculations and applying appropriate laws to
      determine the amount of tax attributable deduction related
      to debt cancellation income;

  (e) analyzing federal, state, and local tax treatment
      governing the timing of deductions of severance and other
      costs incurred as the Debtors rationalize their
      operations;

  (f) analyzing federal, state, and local tax treatment of the
      costs and fees incurred by the Debtors, including tax
      return disclosure and presentation;

  (g) analyzing federal, state, and local tax treatment of
      interest and financing costs related to debt subject to an
      automatic stay and a new debt incurred as the Debtors
      emerge from bankruptcy;

  (h) analyzing federal, state, and local tax consequences of
      restructuring and rationalization of intercompany
      accounts;

  (i) analyzing federal, state, and local tax consequences of
      proposed dispositions of assets during bankruptcy;

  (j) analyzing federal, state, and local tax consequences of
      restructuring the United States corporate groups during
      bankruptcy;

  (k) analyzing federal, state, and local tax consequences of
      potential bad debt and worthless stock deductions;

  (l) analyzing federal, state, and local tax consequences of
      employee benefit plans; and

  (m) providing consulting services and preparation of any tax
      analyses required with regard to any court order
      restricting trading in equity or claims, and any other
      tax-related matter before the Court.

In exchange for tax advisory services, the Debtors will pay Ernst
& Young these fees:

         Professional                   Hourly Rate
         ------------                   -----------
         National Executive/               $900

         Director/Principal/Partner
         Executive Director/               $690

         Principal/Partner
         Manager/Senior Manager            $580

         Staff/Senior                      $300

Ernst & Young held a $143,455 retainer to secure payment of the
Debtors' obligations during these Chapter 11 cases, subject to the
Court's approval.

Kent Gerety, a partner at Ernst & Young, ascertained that his firm
is a "disinterested person," as the term is defined under Section
101(14) of the Bankruptcy Code.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HEARTLAND AUTOMOTIVE: Emerges from Chapter 11 Bankruptcy
--------------------------------------------------------
Heartland Automotive Holdings, Inc., and its affiliated debtors
has exited from Chapter 11 a year after it filed for bankruptcy.

The U.S. Bankruptcy Court for the Northern District of Texas
confirmed on Jan. 16, 2009, Heartland and its affiliated debtors'
Amended Joint Chapter 11 Plan of Reorganization.  The amended plan
was filed Dec. 23, 2008.  A full-text copy of the disclosure
statement, which explains, in detail, the terms of the Plan, is
available for free at:

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

Heartland's plan calls for 100% payment to all creditors, and
provides for the continuation of the company's 30-year
relationship with Jiffy Lube International Inc.  Holders of
Heartland Common Stock Interest will receive one share of new
class B company stock on account of each 1,000 shares of Allowed
Heartland Common Stock Interests.  Allowed Subsidiary Equity
Interest will be fully reinstated and retained.  Other Equity
Interest will get nothing.

The company has signed amended franchise agreements with Jiffy
Lube and a new oil supply agreement with SOPUS, an affiliate of
Jiffy Lube.

                    About Heartland Automotive

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

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

The Court confirmed Heartland's Plan of Reorganization on Jan. 16.


IDEARC INC: S&P Junks Corporate Credit Rating From 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Idearc Inc.; the corporate credit
rating was lowered to 'CCC' from 'B-'.  At the same time, S&P
removed these ratings from CreditWatch, where they were placed
with negative implications Oct. 31, 2008.  The rating outlook is
negative.

"The downgrade reflects our expectation that Idearc's review of
strategic alternatives related to the company's capital structure,
which the company announced on Oct. 31, 2008, is likely to result
in a recapitalization of some form over the near term," said
Standard & Poor's credit analyst Emile Courtney.  "We believe the
company is currently in discussion with its lenders to restructure
its bank debt."

The downgrade also reflects S&P's expectation that EBITDA is
likely to decline by about 25% in 2009, and this follows an EBITDA
decline in 2008 that S&P expects (and previously stated in October
2008) will have been near 20%.  S&P anticipates that the decline
in 2009 EBITDA would result in free cash flow generation that
would be in the $200 million area (down from more than
$400 million expected in 2008), reducing Idearc's ability to
reduce debt over the intermediate term.  S&P estimates leverage
net of cash balances was near 7x at December 2008, and expect this
metric to rise to near 9x by the end of 2009.  S&P also believes
that Idearc will violate its 7.25x net leverage covenant during
2009, given S&P's current expected pace of EBITDA decline.  EBITDA
coverage of interest was just under 2.0x at December 2008 by S&P's
estimation, and S&P expects this measure would deteriorate to less
than 1.5x under existing bank facilities pricing by the end of
2009.  Interest coverage would decline to a level potentially
meaningfully lower than 1.5x in the event of a covenant violation-
related re-pricing of the facilities (assuming Idearc were to
maintain its current debt structure -- which S&P does not believe
it will).

The U.S. economic recession will likely continue to negatively
affect customer spending on directories advertising over the
intermediate term, with customer cancellations due to credit
deterioration and lower customer renewal rates.  This has led to
print ad sales for Idearc that S&P believes declined more than 10%
in 2008, overwhelming a somewhat respectable estimated
mid-single-digit pace of digital revenue growth.  However, print
ads were just under 90% of total ad sales, and digital ads were
just more than 10% during the period.  As a result, total multi-
product ad sales likely fell about 10% or more.  Ad sales figures
reflect directory campaigns completed during the period, and are a
forward indicator of the decline in amortized sales levels that
will be recognized over the subsequent year.

S&P expects that the decline in ad sales will likely worsen
further in the first half of 2009.  Idearc has announced cost-
cutting actions, although they have not been, and are not expected
to be, sufficient to stem an accelerating decline in EBITDA this
year.  Longer term, Idearc's management team plans a number of
remedial initiatives that leverage the company's core asset: its
sales relationships with over 800,000 customers (reported in 2007,
although S&P expects the company's customer count decreased in
2008) -- most of which are small and medium-size businesses.


INCENTRA SOLUTIONS: Seeks Chapter 11 to Complete 363 Asset Sale
---------------------------------------------------------------
Incentra Solutions, Inc., filed a voluntary Chapter 11 petition in
the United States Bankruptcy Court for the District of Delaware.
As part of the process, the Company and its senior lenders, a
group of investment funds managed by Valens Capital Management,
LLC and Laurus Capital Management, LLC, have entered into an Asset
Purchase Agreement, that is proposed to be consummated using a
Section 363 sales process.  The Company and the Lenders have
agreed to a debtor in possession financing facility to ensure
uninterrupted operations of the business during the bankruptcy.

This process will significantly improve the Company's balance
sheet and liquidity.  The Company has secured the continued
availability of its revolving credit facility as a source of DIP
financing.  These additional funds along with the Company's
continuing cash collections should provide sufficient resources to
meet the Company's ongoing obligations.  The Company plans to
continue operations as is with no interruption in the delivery of
services and technologies to its customers throughout the United
States and Western Europe.

"In today's economic conditions, we are pleased to have achieved
such strong support for a sale of the business that is beneficial
to our employees, customers, and partners by dramatically
improving our balance sheet, eliminating some debt service
obligations, and enabling continued investment in our services and
future growth. This process will give Incentra a strong balance
sheet, and allow us to take advantage of opportunities in the
current economic environment while continuing to provide
exceptional products and services to our customers. We look
forward to the continued support of our senior lenders and their
long-term commitment to the business," stated Chairman and CEO
Thomas P. Sweeney.

The Company plans to complete the sale and have the assets emerge
from bankruptcy as quickly as possible, as the Asset Purchase
Agreement with the senior lenders has already been approved by the
Company's Board of Directors and will be filed with the Court in
connection with the Company's motion to set a hearing date to
approve the sale.

Customers will not see any deterioration in the level of service
or support they receive from Incentra and partners will be able to
continue to count on the Company to deliver the consulting,
technology and outsourcing services that the market requires.

The Company continued its record growth in 2008 with revenues up
46 percent to $212 million over 2007.  The Company continued to
experience strong growth in its services portfolio with revenues
up 26 percent for consulting and outsourcing services.

                          About Incentra

Based in Boulder, Colorado, Incentra Solutions, Inc. (ICNS) --
http://www.Incentra.com-- provides complete IT services and
solutions to enterprise companies and managed service providers
throughout North America and Europe. For over eight years,
Incentra has delivered professional services, hardware and
software solutions, and outsourcing services -- all customized to
help individual clients realize the full impact of their IT
investments.


INDALEX HOLDINGS: Misses Payment; Grace Period Expires March 4
--------------------------------------------------------------
Indalex Holdings Finance, Inc. has forgone making the interest
payment to holders of its 11.5% Second-Priority Senior Secured
Notes due 2014, which was due February 2, 2009, initiating the
first step in pursuing a restructuring of the 11.5% Notes.

The Company said it will avail itself of the 30-day grace period
with respect to the semi-annual interest payment as provided in
the indenture governing the 11.5% Notes to evaluate alternatives
to reduce the overall debt level of the Company.

The Company has retained Jefferies & Company, Inc. as an advisor
for the debt restructuring.

The extrusion industry has experienced a deep and unprecedented
downturn, and it is unclear when the downturn will end. The
Company has been making and will continue to make changes as
necessary to survive and prosper in these difficult conditions.
Indalex has determined that the next necessary course of action is
to restructure the Company's debt in the hopes of reducing its
debt and corresponding interest burden.

Timothy R.J. Stubbs, President and Chief Executive Officer, said:
"I know many of our stakeholders have been concerned for some time
over the amount of debt in these uncertain times - this move will
address these concerns.  As a result of this debt restructuring,
we believe that Indalex will be stronger and healthier than ever
before.  We believe that we have the best people and the best
plants in the industry and that our rapid actions over the last
two years as part of our overall manufacturing strategy has put us
in a position to continue to grow following a debt restructuring."

                      About Indalex Holdings

Indalex Holding Corp., a wholly owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy aluminum
extrusion products in North America. The company's aluminum
extrusion products are widely used throughout industrial,
commercial, and residential applications and are customized to
meet specific end-user requirements.

The company's North American network includes 11 extrusion
facilities, 31 extrusion presses with circle sizes up to 14
inches, a variety of fabrication and close tolerance capabilities,
two anodizing operations, two billet casting facilities, and six
electrostatic paint lines, including powder coat capability.

For additional information, please visit http://www.indalex.com/


INDALEX HOLDING: Nonpayment of Interest Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Lincolnshire, Illinois-based Indalex
Holding Corp. to 'D' from 'CCC'.  In addition, S&P lowered the
issue-level rating on the company's $270 million senior secured
notes due 2014 to 'D' from 'CCC-' and kept the '5' recovery rating
on this debt.

The downgrade stems from the company's failure to make the
interest payment (around $12 million) on its senior secured notes,
which was due on Feb. 2, 2009.  A payment default has not occurred
relative to the legal provisions of the notes since there is a 30-
day grace period to make the payments.  The company has announced
that it will avail itself of the 30-day grace period to evaluate
alternatives to reduce its overall debt.  However, S&P considers a
default to have occurred, even if the grace period exists, when
the nonpayment is a function of the borrower being under financial
stress -- unless S&P is confident that the payment will be made in
full during the grace period.


INTERTAPE POLYMER: Receives Listing Standard Notice From NYSE
-------------------------------------------------------------
Intertape Polymer Group Inc. received a notice from the New York
Stock Exchange that it is not in compliance with the Exchange's
listing standards because the 30-trading-day average closing price
of Intertape's stock dropped below $1.00.

Intertape now has six months to cure this deficiency before the
NYSE initiates suspension and delisting procedures.  During the
six month cure period, Intertape's stock will continue to be
listed on the NYSE, however the stock symbol will be assigned a
".BC" indicator to reflect that the Company is not in compliance
with the Exchange's listing standard.  The Company intends to cure
the deficiency and will consider all alternatives available to it.

Eric E. Baker, Chairman of the Board of Directors, stated "Clearly
our stock price has been impacted significantly by the current
economic conditions and volatile financial markets. We continue to
implement operational changes to mitigate these factors."  Mr.
Baker added, "It should be noted that in the event the Company's
stock is not listed on the NYSE, it would not constitute a default
under the Company's credit facility or Indenture. Further,
delisting would not affect Intertape's operations or change its
reporting requirements with the Securities and Exchange
Commission."

                   About Intertape Polymer Group

Intertape Polymer Group develops and manufactures specialized
polyolefin plastic and paper based packaging products and
complementary packaging systems for industrial and retail use.
Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida,
the Company employs approximately 1,950 employees with operations
in 17 locations, including 13 manufacturing facilities in North
America and one in Europe.


IPS CORP: S&P Raises Issue-Level Rating on 2014 Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on IPS Corp.'s senior subordinated notes due 2014 to
'B-' (one notch lower than the corporate credit rating) from
'CCC+' and revised the recovery rating on these notes to '5' from
'6'.  These actions follow IPS' (B/Negative/--) repayment of
$50 million of its senior subordinated notes and a $10 million
prepayment on the senior secured term loan with a combination of
cash and preferred equity.  The revised ratings indicate S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

The senior secured bank facilities are rated 'BB-' (two notches
above the corporate credit rating) with a recovery rating of '1',
which indicates S&P's expectation of very high (90% to 100%)
recovery in the event of a payment default.

                            Ratings List

                             IPS Corp.

        Corporate credit rating              B/Negative/--

        Revised Ratings                       To      From
        ---------------                       --      ----
        Senior subordinated notes due 2014    B-      CCC+
          Recovery rating                     5       6


INCENTRA SOLUTIONS: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Incentra Solutions, Inc.
        1140 Pearl Street
        Boulder, CO 80302

Bankruptcy Case No.: 09-10370

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ManagedStorage International, Inc.                 09-10368
Incentra Solutions of California, Inc.             09-10371
Network System Technologies, Inc.                  09-10372
Incentra Solutions of the Northeast, Inc.          09-10373
Incentra Solutions of the Northwest, Inc.          09-10374
Sales Strategies, Inc.                             09-10375
Incentra Solutions International, Inc.             09-10376

Type of Business: The Debtor provide information technology
                  services.

                  See: http://www.incentra.com/

Chapter 11 Petition Date: February 4, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: Bruce Grohsgal, Esq.
                  bgrohsgal@pszyj.com
                  Pachulski, Stang, Ziehl Young & Jones
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Estimated Assets: $92,494,615

Estimated Debts: $80,301,104

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ComStor                        trade debt        $2,503,118
520 White Plains Rd.
Tarrytown, NY 10591
Contact: Chuck Thropp
Tel: (703) 345-5141
Fax: (303) 566-2615

Synnex                         trade debt        $1,477,187
44201 Nobel Dr.
Fremont, CA 94538
Contact: Dennis Polk
Tel: (800) 756-9888
Fax: (510) 360-6677

Data Domain, Inc.              trade debt        $1,248,047
2421 Mission College Blvd.
Santa Clara, CA 95054
Contact: Michael Scarpelli
Tel: (408) 980-4803
Fax: (408) 980-8620

Westcon Group North            trade debt        $748,894
America, Inc
520 White Plains Rd.
Tarrytown, NY 10591
Contact: Chuck Thropp
Tel: (703) 345-5141
Fax: (303) 566-2615

Dave Condensa                  earnout           $744,768
5676 Scenic Meadow
San Jose,CA 95135
Tel: (408) 464-1799
Fax: (408) 904-7475

Symantec                       trade debt        $695,678
20330 Stevens Creek Blvd.
Cupertino, CA 95014
Contact: James Beer
Tel: (408) 517-8000
Fax: (650) 527-1845

Paul Chopra                    unsecured note    $479,713

Ingram Micro                   trade debt        $448,690

Oracle USA Inc.                trade debt        $419,837

Dell Marketing LP              trade debt        $398,618

Riverbed Technology Inc.       trade debt        $348,958

Avnet                          trade debt        $317,517

Promark Technology Inc.        trade debt        $257,578

The Ritz-Carlton St. Thomas    trade debt        $225,530

Robert Condensa                earnout           $216,448

Kevin Hawkins                  trade debt        $216,448

NetScout Systems Inc.          trade debt        $212,309

Infoblox Inc.                  trade debt        $201,500

Bell Microproducts             trade debt        $182,913

Tom Kunigonis                  unsecured note    $151,969

AUL Retirement Services        trade debt        $151,829

Fountry Networks Inc.          trade debt        $129,654

Island Meetings                trade debt        $119,486

Ironport System                trade debt        $115,653

Hire Performance               trade debt        $89,000

CommVault Systems Inc.         trade debt        $85,038

David Aurweck                  earnout           $82,752

Emerald Technology             trade debt        $78,935

Blank & Associates             trade debt        $78,000

Multimedia Audio Visual                          $65,618

Hubspan                        trade debt        $62,006

Xiotech Corp.                  trade debt        $60,506

Spectra Logic Corporation      trade debt        $59,232

Farnam Street Financial Inc.   trade debt        $58,691

The petition was signed by Thomas Sweeney, III, chief executive
officer.


JOYSTAR/TRAVELSTAR: Chapter 7 Case May be Converted to Chapter 11
-----------------------------------------------------------------
Travelpulse.com reports that the Hon. Raymond Ray of the U.S.
Bankruptcy Court for the Southern District of Florida has set a
10-minute hearing on JoyStar/TravelStar's request to convert its
Chapter 7 involuntary liquidation case to Chapter 11
reorganization on February 24.

As reported by the Troubled Company Reporter on Jan. 9, 2009, Drew
Axelrod, a veteran agent and successful meeting planner, filed an
involuntary Chapter 7 petition against JoyStar/TravelStar.  Mr.
Axelrod, owed $35,491, urged other JoyStar agents to join in the
action.  Mr. Axelrod said that JoyStar owes 15 agents an estimated
$150,000 in unpaid commissions from the company.  According to
Mr. Axelrod, up to 50 agents may be owned as much as $250,000 in
unpaid commissions.

Travelpulse.com relates that Judge Ray gave Joystar last month a
three-day extension to prepare its response to the involuntary
bankruptcy filing, instead of the 20-day extension the company had
asked.

According to Travelpulse.com, calls by a group of agent to cruise
lines and other suppliers to transfer pending bookings and
commission payments from Joystar to agents who made the actual
bookings made Carnival Cruise Lines, Princess Cruises and Holland
America Line ask the Court to lift a stay on transferring those
bookings.  The Court, says the report, granted relief from the
stay, on an interim basis, to the three cruise lines.

JoyStar/TravelStar is based in Aliso Viejo, California.


KING PHARMACEUTICALS: Will Lay Off 22% of Workforce
---------------------------------------------------
King Pharmaceuticals, Inc., disclosed restructuring and workforce
reduction initiatives it is taking to decrease the company's
operating expenses.  These actions, when combined with the
reduction in headcount arising from King's recent acquisition of
Alpharma Inc., result in a total workforce reduction of
approximately 22% or approximately 760 positions.

Approximately 240 of these reductions are corporate positions
associated with synergies from the Alpharma acquisition.
Approximately 520 of these reductions are associated with the
restructuring announced today, of which approximately 380 are
field sales positions and approximately 140 are corporate
positions.  Following the restructuring, the Company's sales force
promoting its branded prescription products will total
approximately 720.

Brian A. Markison, King Chairperson, President and Chief Executive
Officer, stated, "Following the recent court decision relating to
our SKELAXIN(R) (metaxalone) patents and the uncertainty that it
creates with respect to the continued exclusivity of the product,
we thoroughly assessed our cost structure.  We concluded the
restructuring measures announced today will better position us to
support the near-term priorities of our strategic plan."

In connection with its restructuring initiatives, the company
estimates that it will incur costs resulting in a special charge
of between $50 million and $55 million, all of which it expects to
incur in the first half of 2009.  These costs are exclusive of any
special charges associated with the company's activities related
to the integration of Alpharma.

The company plans to provide more details on the planned layoffs
during its conference call on February 26, 2009, the date it
intends to announce its financial results for the fourth quarter
and year ended December 31, 2008.

Recently, the U.S. District Court for the Eastern District of New
York issued an Order invalidating United States Patent Nos.
6,407,128 and 6 683,102, two patents relating to SKELAXIN(R).  The
company plans to appeal upon entry of an appropriate judgment and
vigorously enforce its intellectual property rights.

                  About King Pharmaceuticals

King, headquartered in Bristol, Tennessee, is a vertically
integrated branded pharmaceutical company.  King, an S&P 500 Index
company, seeks to capitalize on opportunities in the
pharmaceutical industry through the development, including through
in-licensing arrangements and acquisitions, of novel branded
prescription pharmaceutical products and technologies that
complement the Company's focus in specialty-driven markets,
particularly neuroscience and hospital.  King is also a leader in
the development, registration, manufacture and marketing of
pharmaceutical products for food producing animals.

As reported by the Troubled Company Reporter on Jan. 9, 2009,
Moody's Investors Service affirmed King Pharmaceuticals' Ba3
Corporate Family Rating and stable outlook, and upgraded King's
amended and restated $475 million senior secured first lien
revolving credit facility to Ba2 from Ba3.


LAKE AT LAS VEGAS: Court Extends Plan Filing Deadline to March 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended Lake
at Las Vegas Joint Venture, LLC and its debtor-affiliates'
exclusive periods to file a Chapter 11 plan through March 17.

The requested extension of exclusivity was supported by the
Official Committee of Unsecured Creditors and the lenders under
the Debtors' two postpetition financing facilities.

The Debtor is currently negotiating terms of a reorganization plan
with its key constituents, Bloomberg's Bill Rochelle reported.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represents the
Official Committee of Unsecured Creditors as counsel.


LANDAMERICA FINANCIAL: Will Close; No Severance Pay for Workers
---------------------------------------------------------------
Emily C. Dooley at Richmond Times-Dispatch reports that
LandAmerica Financial Group Inc. will close.

According to Times-Dispatch, LandAmerica Financial has filed
notice with the state that workers at headquarters would be laid
off by December 31.  Workers won't get any severance pay because
LandAmerica Financial is in bankruptcy, the report says, citing
company spokesperson Carol Gentry.

Times-Dispatch relates that 42 employees will be laid off on April
1, while 139 workers -- including accountants to technical support
specialists -- will be laid off on April 15.  About 291 workers,
including the chief financial officer and chief legal officer,
will be laid off by year-end, Times-Dispatch states.

Times-Dispatch quoted LandAmerica Financial Chief Restructuring
Officer Jonathan Mitchell as saying, "The board [of directors] has
been very focused on the impact this situation has on employees,
but unfortunately we're faced with the realities of the current
economy and the realities of Chapter 11."

Citing Mr. Mitchell and Ms. Gentry, Times-Dispatch relates that
LandAmerica Financial hopes to sell off its remaining businesses.
"I think it's likely many of the subsidiary companies will be
sold.  There's never no buyer.  It's all just a question of
price," the report quoted Mr. Mitchell as saying.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E. D. Virginia, Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDRY'S RESTAURANTS: Moody's Reviews 'Caa1' Corporate Rating
-------------------------------------------------------------
Moody's Investors Service changed its review on ratings for
Landry's Restaurants Inc. to review -- direction uncertain from
review for possible downgrade.  Moody's also affirmed the
company's SGL-4 speculative grade liquidity rating.

Ratings on review -- direction uncertain are;

  -- Corporate family rating at Caa1
  -- Probability of default rating at Caa1
  -- Senior secured bank loan rating at B1
  -- Senior unsecured notes rating at Caa2

Rating affirmed;

  -- SGL-4 Speculative grade liquidity rating

The review -- direction uncertain reflects the possibility that
Landry's successfully completes the re-financing of its capital
structure and strengthens its liquidity over the near term.
However, the review also incorporates the possibility that the
transaction is not completed or the terms and conditions are
changed.

In the event Landry's successfully completes the re-financing as
proposed and operations perform as expected, the ratings would
likely improve with the CFR and PDR raised to B2 from Caa1, the
senior secured bank ratings raised to Ba2 from B1, and the new
senior secured notes being rated at B3.

However, in the event the re-financing is not successful, the
company would be unable to repay its $400 million of 9.5% bonds,
which can be put back to the company in late February, 2009.  This
would be a material liquidity event and would likely result in a
downgrade of the current ratings.  The ratings could also be
impacted if the terms or conditions of the re-financing were to
change or if operating performance were to deteriorate more than
anticipated.

The affirmation of the SGL-4 speculative grade liquidity rating
reflects Landry's continued weak liquidity until such time that
the outstanding $400 million of 9.5% senior unsecured notes are
successfully re-financed.

The ratings for the Golden Nugget Inc., a wholly-owned
unrestricted subsidiary of Landry's, are unaffected by this rating
action.  The Golden Nugget's corporate family rating is currently
rated B3 and all of its ratings are under review for possible
down.

Moody's last rating action for Landry's occurred on October 13,
2008, when the company's ratings were downgraded -- CFR to Caa1
from B2.  The downgrade was due to continued weak operating
performance and an increase in the company's probability of
default.

Moody's last rating action for Golden Nugget occurred on
October 13, 2008, when the company's ratings were downgraded --
CFR to B3 from B2.  The downgrade was due to continued weak
operating performance and an increase in the probability of
default of the company's parent company -- Landry's.

Landry's Restaurants, Inc., with headquarters in Houston, Texas,
owns and operates mostly casual dining restaurants under the trade
names Landry's Seafood House, Chart House, The Crab House,
Saltgrass Steak House, and Rainforest Cafe.  Landry's also owns
and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada.


LEHMAN BROS: Will Bolster Select Real Estate Businesses
-------------------------------------------------------
Alex Frangos at The Wall Street Journal reports that Lehman
Brothers Holdings Inc. plans to use some of its $6 billion cash
hoard to bolster selected real estate businesses.

WSJ relates that Lehman received the court's approval to allot
about $230 million to keep Archstone, an apartment company,
afloat.  Archstone, says WSJ, has struggled to sell assets to pay
down the debt used to make the purchase.  WSJ states that Lehman,
along with Tishman Speyer Properties, Barclays PLC and Bank of
America Corp., privatized Archstone in 2007 for about
$22 billion.

As reported by the Troubled Company Reporter on Feb. 4, 2009,
Lehman CEO Bryan Marsal said that Lehman is evaluating a plan to
create a separate company for Lehman's real estate assets -- one
the properties that are difficult to sell -- and another company
for the bank's illiquid assets, including private equity
investments.  According to Mr. Marsal, Lehman's illiquid real
estate and private equity are expected to be sold in the next two
to three years.  Mr. Marsal said that Lehman may pay its creditors
partly in cash and partly in stock.  The company created for the
illiquid assets would distribute stock to creditors.  Mr. Marsal
said that there are 500 people working the assets.  Based on
Lehman's bond prices of 15 cents on the dollar or less, investors
anticipate recoveries of no more than
$30 billion, or 15% of liabilities.

Lehman isn't rushing to sell assets and prefers to observe the
economy for a couple of years, WSJ says, citing Mr. Marsal.  "We
do not need to conduct fire sales, and we will continue to fund
assets where we believe we can create more value by deferring
sales to a better day," the report quoted him a saying.

WSJ relates that since its bankruptcy filing, Lehman's real-estate
group has brought in $191 million from loan collections, while
using $78 million in funding continuing projects like construction
loans.

       Partners, Creditors, Vendors Fighting for Remains

WSJ that Lehman's partners, creditors, and vendors in hundreds of
property deals have been fighting for what is left of the
company's real estates.

WSJ relates that SunCal Cos. and Swig Equities LLC have battled
with Lehman to fund their projects.  The report says that Lehman
moved to foreclose on Swig's 25 Broad Street and 45 Broad Street
projects, a move that a Swig spokesperson described as "a
retaliation measure" for motions that Swig made on behalf of the
projects in the bankruptcy proceeding.

Lehman, according to WSJ, chipped in a $192 million loan and
$150 million of equity in the $1.15 billion deal with Thomas
Properties Group Inc., wherein Thomas Properties would acquire
office buildings in Austin, Texas.  The agreement was signed in
2007, WSJ states.  Lehman promised to lend an additional
$100 million for future needs like upgrades, but refused Thomas
Properties' request for additional money to pay taxes, the report
says.  According to the report, Lehman and Thomas Properties
continue to negotiate a settlement.

State Street Corp., which has battled Lehman in bankruptcy court,
claims that it inherited over 37 loans due to collateral postings,
WSJ states.  Citing people familiar with the matter, WSJ relates
that State Street also inherited portions of loan positions tied
to Boston's John Hancock Tower, owned by real-estate fund manager
Broadway Partners.  According to WSJ, Broadway Partners is in
default on that loan.  WSJ reports that sources said that Danske
Bank Group holds Lehman collateral on a separate piece of Broadway
Partners debt.  WSJ says that Danske Bank disclosed its exposure
to Lehman in September 2008, claiming that it had about $1.1
billion of repo loans secured by property assets.

WSJ says that Lehman has to sort out the assets that it had
pledged as collateral for short-term loans that kept its balance
sheet liquid.  J.P. Morgan Chase & Co. has $8.3 billion in pledged
real-estate assets, WSJ states, citing Alvarez & Marsal, Lehman's
restructuring manager.  According to WSJ, the value of the pledged
is in dispute and could end up being lower.  WSJ, citing a person
familiar with the matter, relates that the assets are hard-to-
value "structured vehicles" tied to the real estate, and not whole
loans or equity stakes in projects.  If successfully seized by
J.P. Morgan and others, those assets would diminish what Lehman
can get out of the real estate, WSJ reports.

Swedbank AB has 70 pledged loans related to a $1.35 billion repo
loan it made to Lehman, WSJ relates.  The report says that
Swedbank sent representatives to the U.S. to work on the loans,
some of which are partially funded construction projects.  Alvarez
& Marsal, according to the report, has decided to let some pledged
real-estate assets.

                      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)


LEHMAN BROTHERS: Examiner Wants to Issue Subpoenas to Execs.
------------------------------------------------------------
Anton Valukas, the court-appointed Chapter 11 examiner, seeks
permission from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to issue subpoenas to former
and incumbent officers of Lehman Brothers Holdings, Inc., and its
debtor affiliates and other officials involved in the Debtors'
transactions.

The move is part of the Examiner's investigation into what caused
the collapse of the Debtors.  The officials would be investigated
about the inter-company transfers among LBHI and its subsidiaries
a month before the bankruptcy filing; and the transfer of the
capital stock of Lehman Brothers Inc.'s subsidiaries to Lehman
ALI Inc. on or about September 19, 2008.  The officials would
also be investigated if any of LBHI's affiliates has a colorable
claim against any entity for "potentially voidable transfers" or
incurrence of debt.

Attorney for Mr. Valukas, Robert Byman, Esq., at Jenner & Block
LLP, in New York, says that while some of the officials may be
willing to serve as witnesses, the issuance of the subpoenas is
necessary to complete the investigation.

"Absent the issuance of a subpoena, the examiner will be unable
to compel witnesses to produce documents and testify regarding
the various matters included in the scope of the investigation,"
Mr. Byman says.

In connection with the issuance of subpoenas, the Examiner also
asks permission to implement these procedures:

  (1) except as otherwise agreed by the Examiner, witnesses will
      be directed to produce, on a rolling basis, all documents
      responsive to the Examiner's subpoena except those
      withheld under a claim of privilege within 10 days after
      service of the subpoena, or to file all objections and
      responses to the subpoena with the Court within 10 days
      after its issuance, with a hearing promptly scheduled;

  (2) if a witness withholds a document based on a claim of
      privilege, the witness must provide the Examiner with a
      privilege log containing the information required under
      Rule 7026 of the Federal Rules of Bankruptcy Procedure
      within 10 days after issuance of the subpoena;

  (3) the witness is directed to submit to oral examination upon
      notice and not later than 15 days from the issuance of the
      deposition subpoena; and

  (4) in accordance with Rules 2004 and 9016, the Clerk of the
      Court will issue subpoenas, signed but otherwise in blank,
      as requested by the Examiner.

            Parties Agree on Info Sharing Protocol

In connection to the investigation, the Examiner, on the one
hand, and each of the Official Committee of Unsecured Creditors
and the Debtors, on the other hand, enters into stipulations
setting out guidelines for the sharing of information:

  (1) Documents and information that the Examiner may request
      from the Debtors and the Creditors' Committee may be
      subject to a privilege or other protection from discovery,
      including the attorney-client privilege, the work-product
      doctrine or any other privilege, right or immunity they
      may be entitled to claim or invoke.  The stipulations do
      not create any obligation or duty on behalf of the Debtors
      and the Creditors Committee to provide any shared
      information to the examiner and the provision of any
      information is voluntary.  The Examiner may use the
      shared information in connection with the investigation.

  (2) The Examiner, the Debtors, the Creditors' Committee and
      their professionals do not intend to or waive the
      attorney-client privilege, the work-product doctrine or
      any other privilege, right or immunity they may be
      entitled to claim or invoke with respect to any shared
      information or otherwise.

  (3) The Examiner will hold all shared information in strict
      confidence.  The Examiner will not provide or discuss any
      shared information with other person or entity including
      governmental units, except as required by law, regulation
      or legal process and only after compliance with the terms
      of the stipulation, provided that shared information may
      be provided to accountants, attorneys, experts, staff,
      consultants and agents of the Examiner, and any person or
      entity authorized by the Debtors and the Creditors in
      writing to receive shared Information.  The stipulation
      does not prohibit the examiner or his professionals from
      using or disclosing in any manner the non-privileged, non-
      documentary factual information contained within the
      shared information provided that it does not reflect legal
      analysis or attorney work product.

  (4) In the event that the Examiner receives a request or is
      required to provide any shared information, he should
      provide notice to the Debtors' and the Creditors
      Committee's counsel within three days after receiving the
      request and they, in turn, should indicate in writing to
      the Examiner whether they have an objection to the
      production or provision of any shared information within
      five days.  The Examiner should not produce or provide any
      shared information until the Debtors' and the Creditors
      Committee's objection to the production or provision of
      any shared information, if any, is finally resolved by the
      Court.  If no timely objection is asserted by the Debtors
      and the Creditors Committee, the Examiner may, in his sole
      discretion, produce or provide the shared information in
      accordance with the request.

  (5) If the examiner desires to share shared information with
      any persons or entities not authorized to receive shared
      information, the examiner must either (i) obtain the
      advanced, written consent of the Debtors and the Creditors
      Committee or their counsel, or (ii) file an application
      with the Court, in camera, to request authorization to
      produce, share or otherwise provide any of the shared
      information with a party not covered by the stipulation.
      The Debtors and the Creditors Committee have 10 days to
      either consent to the disclosure of shared information or
      oppose the examiner's application.

  (6) If the Examiner wishes to disclose shared information that
      he contends is available publicly, available through
      discovery or that has been disclosed publicly, but not in
      violation of the stipulation, the examiner will provide
      written notice to the Debtors and the Creditors Committee
      that (i) identifies the shared information the examiner
      contends is public information, and (ii) describes how the
      shared information is public information.  If the Debtors
      and the Creditors Committee object to the Examiner's
      contention, they have 10 days to seek relief from the
      Court.  The examiner should not disclose the shared
      information that he contends is public information with
      any persons or entities until the Court resolves the
      objections.

  (7) The disclosure by the Examiner of any shared information,
      whether by consent of the Debtors and the Creditors
      Committee, by Court order, or by the examiner in violation
      of the stipulation will not affect the privileged
      protection of the disclosed information with respect to
      any person or entity, and will not affect the privileged
      protection of any other shared information.

  (8) Any violation of the terms of the stipulation by the
      examiner constitutes sufficient cause for the Debtors and
      the Creditors Committee to cease providing the examiner
      any shared information and demand the return of all shared
      information within five days.  Any third-party who has
      received shared information from the examiner other than
      in compliance with the stipulation, whether inadvertent or
      not, should return all shared information to the Debtors
      and the Creditors Committee no later than two days after
      receiving request for the return of the shared information
      by the Debtors and the Creditors Committee or the
      examiner.

                      ACERA, et al., Object

The Alameda County Employees' Retirement Association; Government
of Guam Retirement Fund; Northern Ireland Local Government
Officers' Superannuation Committee; City of Edinburgh Council as
Administering Authority of the Lothian Pension Fund; and
Operating Engineers Local 3 Trust Fund; express disapproval of
the stipulation between the Examiner, and each of the Debtors and
the Creditors' Committee.

The groups say they do not oppose the Debtors' and the
Committee's efforts to step up precautions to safeguard the
information they will provide to the Examiner.  However, the
groups assert that the Debtors' and the Committee's interests in
protecting the information must be balanced with the rights of
the creditors or other concerned parties.

"The stipulation and proposed order approving the stipulation
should not be deemed a determination as to the propriety and
validity of the Debtors' asserted privileges and protections,"
the groups say.

"Parties-in-interest should retain the right to object to
the assertion of such privileges and protections and should not
be prohibited from access to the shared information at an
appropriate time solely because of the Debtors' unilateral
designation of shared information as privileged or otherwise not
subject to disclosure in the context of the stipulation," the
groups further say.

The groups are lead plaintiffs in the consolidated securities
class action filed against some of LBHI's officers before the
U.S. District Court for the Southern District of New York.

The complaint stemmed from LBHI's alleged undisclosed exposure to
losses from distressed mortgage and asset-backed securities.
LBHI allegedly failed to disclose the true risk of losses
associated from its mortgage-related assets and did not properly
write-down the assets to reflect their true value.

                         *     *     *

A hearing to consider approval of the examiner's request is
scheduled for February 11, 2009.  Creditors and other concerned
parties have until February 6 to file their objections.

                   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)


MAN GLENWOOD: Fitch Junks Rating on $43.750 Mil. Notes from 'BBB'
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes from Man Glenwood Alternative Strategies II
Ltd.  Fitch has also assigned Rating Outlooks to three of the
classes.

Fitch has taken these rating actions:

  -- $250,000,000 class A to 'BBB' from 'AA'; Outlook Stable;
  -- $40,000,000 class B to 'BB' from 'AA'; Outlook Stable;
  -- $15,000,000 class C to 'B' from 'A'; Outlook Stable;
  -- $43,750,000 class D to 'CCC' from 'BBB'.

The severity of losses and marked reduction in underlying fund
liquidity for hedge fund collateralized fund obligations in 2008
exceeded Fitch's original expectations.  As a result, on Feb. 2,
2009, Fitch published the press release 'Fitch Updates Analysis
for Rating Hedge Fund CFOs' which outlines the causes and major
revisions to the agency's analysis.

These rating actions are based on actual losses in Man Glenwood's
portfolio during 2008, its reduced liquidity profile, and the
application of Fitch's updated analysis.  Portfolio losses have
resulted in reduced relative levels of overcollateralization for
each of the rated classes.

Fitch notes that Man Glenwood is currently passing all of its
overcollateralisation tests as per the Nov. 30, 2008 trustee
report.  However, the transaction has a stated maturity date of
May 15, 2010.  Fitch's analysis takes into account the lack of de-
leveraging to date and an uncertain refinancing environment for
the notes at maturity.

The Stable Outlook on classes A, B and C reflect these notes'
ability to withstand sequential market value stresses and
reductions in liquidity over the next year under Fitch's updated
analysis.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance.  Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving.


MASHANTUCKET PEQUOT: Moody's Cuts Foxwoods Casino Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the
Mashantucket Pequot Tribal Nation and placed its ratings on review
for further possible downgrade.  The downgrade is in response to
what Moody's believes will be an increasingly difficult operating
environment for the Tribe in 2009 which will negatively impact
earnings, cash flow, and credit metrics.  The Tribe owns and
operates the Foxwood's Resort Casino in Connecticut.

These ratings were lowered and placed on review for further
possible downgrade:

  -- Corporate family rating to Ba3 from Ba2
  -- Probability of default rating to Ba3 from Ba2
  -- Special Revenue Obligations to Ba2 from Ba1
  -- Subordinated Special Revenue Obligations to B1 from Ba3
  -- 2007 Series A Notes to B2 from B1

A continued decline in the Tribe's monthly gross slot win trend
suggests that as the economy weakens, earnings pressure -- already
considered severe -- will become more intense.

"Moody's expects that this heightened earnings pressure will
offset the benefit to free cash flow in 2009 from the incremental
earnings generated by the new MGM property, substantially lower
capital spending, and aggressive cost cutting programs at both the
gaming enterprise and Tribe level" stated Keith Foley, Moody's
Senior Vice President.  "As a consequence, free cash flow is
expected to be negative in 2009 and debt/EBITDA -- at about 7
times -- could increase."  These unfavorable trends also make it
unlikely that the Tribe can achieve debt/EBITDA below 4.5 times by
the end of fiscal 2010 -- a key target level needed to maintain a
Ba2 corporate family rating.

The review for further possible downgrade considers that along
with increased pressure on earnings, the gaming operation is still
burdened by large expected distributions to the Tribe and could
face increasing leverage and covenant compliance issues if
consolidated EBITDA experiences a decline during fiscal 2009.
Moody's review will focus on the Tribe's cost cutting program and
other initiatives it is pursuing in an effort to: (1) maintain its
adequate liquidity profile, (2) offset additional competitive and
economic pressure, (3) remain in compliance with covenants, and
(4) reduce leverage over the longer-term to a level more
acceptable for the current rating.

Moody's latest rating action was on November 19, 2008, when the
Tribe's Special Revenue Obligation bonds were lowered to Ba1 from
Baa3.  At the same time, a Ba2 corporate family rating and Ba2
probability of default rating was assigned.

Foxwoods Resort Casino is owned by the Mashantucket (Western)
Pequot Tribal Nation.  The Mashantucket Pequot Gaming Enterprise,
a wholly-owned, unincorporated division of the Tribe, conducts
Foxwoods' gaming and resort operations.

                          *     *     *
Bloomberg's Bill Rochelle notes that Moody's ratings cut matches
the action taken Jan. 30 by Standard & Poor's. S&P placed the 'BB-
' issuer credit rating of Mashantucket on CreditWatch with
negative implications.  The CreditWatch placement stems from
recent slot revenue data reported to the State of Connecticut,
which shows ongoing weakness in the market," noted Standard &
Poor's credit analyst Melissa Long.


MERCEDES HOMES: Seeks Squire Sanders as Attorney
------------------------------------------------
Mercedes Homes Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of Florida for
permission to employ Squire, Sanders & Dempsey LLP as their
attorneys.

The firm is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and property;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of these Chapter 11 Cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c) assist the Debtors with the preparation of their Schedules
      of Assets and Liabilities and Statements of Financial
      Affairs;

   d) advise the Debtors in connection with any contemplated
      sales of assets or business combinations, including the
      negotiation of asset, stock, purchase, merger or joint
      venture agreements, formulate and implement appropriate
      procedures with respect to the closing of any such
      transactions, and counseling the Debtors in connection with
      such transactions;

   e) advise the Debtors in connection with any post-petition
      financing and cash collateral arrangements and negotiating
      and drafting documents relating thereto, providing advice
      and counsel with respect to pre-petition financing
      arrangements, and negotiating and drafting documents
      relating thereto;

   f) advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   g) advise the Debtors with respect to legal issues arising in
      or relating to the Debtors' ordinary course of business
      including attendance at senior management meetings,
      meetings with the Debtors' financial and turnaround
      advisors and meetings of the board of directors;

   h) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      them, negotiations concerning all litigation in which the
      Debtors are involved and objecting to claims filed against
      the Debtors' estates;

   i) prepare, on the Debtors' behalf, all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estates;

   j) negotiate and prepare, on the Debtors' behalf, a plan of
      reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action
      on behalf of the Debtors to obtain confirmation of such
      plan;

   k) attend meetings with third parties and participate in
      negotiations with respect to the above matters;

   1) appear before this Court, any appellate courts and the
      United States Trustee and protecting the interests of the
      Debtors' estates before such courts and the United States
      Trustee; and

   m) perform all other necessary legal services and providing
      all other necessary legal advice to the Debtors in
      connection  with these Chapter 11 Cases.

The firm's professionals and their compensation rates are:

      Designation                 Hourly Rate
      -----------                 -----------
      Partners                    $950-$350
      Associates                  $475-$190
      Legal Assistants            $300-$95

Craig D. Hansen, Esq., a partner in the firm, assures the Court
that the fir does not hold any interest adverse to the Debtors'
estates and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.  The company and 10 of its
affiliates filed for Chapter 11 protection on Jan. 26, 2009
(Bankr. S.D. Fla. Lead Case No. 09-11191).  Tina M. Talarchyk,
Esq., at Squire, Sanders & Dempsey, LLP, represents the Debtors in
their restructuring efforts.  The Debtors proposed Richard M.
Williamson and Alvarez & Marsal North American LLC as their chief
restructuring officer, Odyssey Capital Group LLC as valuation
expert, Michael P. Kahn & Associates LLC as financial advisor and
Kurtzman Carson Consultants LLC as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed assets and debts between $1 million to $10 million each.


MERVYN'S LLC: Asks Court for June 24 Extension of Removal Period
----------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend through
June 24, 2009, the period under which they may file notices of
removal of actions and proceedings to which they are parties to,
in accordance with Rule 9027(a) of the Federal Rules of Bankruptcy
Procedure.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates the Debtors are parties to
numerous lawsuits and are continuing to review these lawsuits to
determine whether they should remove any claims or civil causes
of action that may be pending in state or federal court to which
they might be a party.

Mr. Samis asserts the Debtors employ a small core group of
employees as a result of several reductions in work force.  In
light of the Debtors' decision to liquidate, the attention of
their remaining personnel conducting the review of their lawsuits
have been focused primarily on the winding-down of their
business, Mr. Samis tells the Court.

Thus, the Debtors believe the proposed extension will provide
sufficient time to allow them to consider, and make decisions
concerning, the removal of the Civil Actions, although they
reserve their right to request additional extension if
appropriate.

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERVYN'S LLC: Stakeholders Resolve Chapter 7 Conversion Dispute
---------------------------------------------------------------
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, disclosed in a certification of counsel
filed with the U.S. Bankruptcy Court for the District of Delaware,
that Mervyn's LLC and its affiliates; Wachovia Capital Finance
Corporation, in its capacity as lender agent, and the Official
Committee of Unsecured Creditors, SCSF Mervyn's, Inc. and SCSF
Mervyn's LLC, in their capacities as Investor and Subordinated
Note Agent, have agreed to resolve and settle all of the
Committee's objections.

The Debtors previously sought the Court's authority to close all
their remaining stores, conduct store closing sales, and enter
into an agency agreement providing for the liquidation of
merchandise inventory and other assets with the successful bidder
at auction.  The Creditors Committee objected and asked the Court
convert the Debtors' Chapter 11 cases to Chapter 7 instead.
Wachovia Capital subsequently opposed the Conversion Motion.

To settle the objections, the parties have agreed to grant the
Committee standing, authority, control, and the exclusive right
and sole discretion to investigate, prosecute or seek
authorization to compromise on behalf of the Debtors' estates,
the 2004 transaction litigation, causes of action under Chapter 5
of the Bankruptcy Code and any other claims or causes of action
concerning the SCSF Entities.

The 2004 transaction litigation refers to Mervyn's LLC third-
party complaint against its former owner, The Target Corporation,
among others, for allegedly engaging in a fraudulent act which
resulted into Mervyn's Bankruptcy filing.

The parties have agreed for the Debtor-in-possession Lenders to
make a $3,000,000 loan, the proceeds of which will be deposited
into an escrow account maintained at Cooley Godward Kronish LLP
to be used for payment of the fees and expenses incurred in
pursuit of the Causes of Action which are not otherwise paid for
by the Debtors.

No professional or any other party entitled to be paid from the
proceeds of the Professional Fee Carve Out will have any claim,
recourse, or right to pursue Wachovia, the DIP Lenders or the
Prepetition First Lien Lenders in respect of any payments.
Wachovia, the DIP Lenders and the Prepetition First Lien Lenders
are forever released and discharged from any obligation,
responsibility or liability in connection with the Professional
Fee Carve Out or other expenses.

The parties further stipulated:

  (i) to modify the definition of "Maximum Credit" in the DIP
      Loan Agreement to mean $85,000,000, provided that Wachovia
      may unilaterally reduce the Maximum Credit without
      requiring the Debtors' consent with respect to any
      reduction;

(ii) to delete Section 2.5 of the Ratification Agreement;

(iii) that the unused line fee in Section 3.2(a) of the Loan
      Agreement be amended to "zero".

The Debtors will be authorized to use the cash collateral of
Wachovia, the Prepetition First Lien Lenders and the SCSF
entities in accordance with the Wind Down Budget, which the
Debtors filed under seal.

As part of the consideration for Wachovia's consent for the use
of Cash Collateral, it will hold as collateral security for the
prompt performance, observance and indefeasible payment in full
of all obligations, cash collateral in an amount equal to
$81,703,600, which amount includes, among other things, 105% of
the Outstanding Wachovia Letters of Credit.

Upon the establishment of the Litigation Fund, the DIP Lenders
will be deemed granted a perfected first-priority lien on the
proceeds of the Causes of Action in an amount not to exceed
$1,800,000.  In the event that the DIP Lenders fail to receive
indefeasible payment in full in respect of all obligations in
accordance with the DIP Loan Agreement and the Final DIP Order,
the first proceeds recovered from the Causes of Action will be
paid and turned over to Wachovia for application against the
obligations owing to the DIP Lenders.

Judge Kevin Gross approved the parties' stipulation.

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERVYN'S LLC: Seeks to File Wind Down Budget Under Seal
-------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Mervyn's LLC and its debtor-affiliates to file
their wind down budget, professional fee budget and the corporate
overhead budget.  However, the Debtors are directed to redact
certain portion of the budget.

In their request, the Debtors explained they are not public
companies, thus all of their financial information are
confidential.  In addition, the Debtors note, they are in the
midst of running store closing sales, marketing their leases and
intellectual property and winding-down their business.  Only after
that process is completed will they have an accurate picture of
their financial situation and be able to formulate a liquidation
plan, the Debtors tell the Court.

The Budget will be made available only to the:

  (a) Court;

  (b) Office of the United States Trustee for the District of
      Delaware;

  (c) Official Committee of Unsecured Creditors; and

  (d) prepetition junior secured lenders.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, submitted with the Court a certification
of counsel disclosing redacted portions of the Wind-Down budget, a
full-text copy of which can be accessed for free at:

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

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MGM MIRAGE: Moody's Matches S&P With Downgrade to 'B1'
------------------------------------------------------
Moody's Investors Service downgraded MGM MIRAGE'S Corporate Family
Rating to B1 from Ba3 reflecting the probability that earnings in
2009 will fall more than previously expected as recessionary
forces continue to cause consumers to reduce discretionary
spending.

"Additionally, the company has been unable to raise the targeted
$3.0 billion in capital for its CityCenter development, and so its
cash needs have increased", stated Peggy Holloway, Senior Credit
Officer at Moody's.  "As a result of this lower EBITDA and higher
debt levels, Moody's estimate that MGM's debt/EBITDA will exceed
8.0 times by year-end 2009 -- a level inconsistent with its prior
rating".  Moody's debt/EBITDA estimate is based upon Moody's
standard analytic adjustments.

MGM's SGL-4 Speculative Grade Liquidity rating was affirmed.
Although recent debt issuance ($750 million) and the expected net
proceeds from the sale of Treasure Island in the second quarter
should enable MGM to meet its capital spending needs and bond
maturities ($1.050 billion) in 2009, MGM's liquidity remains weak.
Moody's estimate that availability under the company's
$4.5 billion revolving credit facility could drop below
$300 million by year-end and would be insufficient to cover
maturing bond debt of $1.1 billion in 2010.

Ratings remain on review for further possible downgrade reflecting
the weak demand environment which could cause operating
performance to deteriorate further, as well as the need for MGM to
improve its liquidity profile.  The review will focus on MGM's
plans to shore-up its liquidity position and its ability to
maintain a credit profile and financial flexibility appropriate
for a B1 rating within the depressed Las Vegas lodging and gaming
environment.  This is particularly key given the need to complete
and ramp up the massive City Center project in the midst of an
unfavorable macro-economic environment.

Ratings downgraded and placed on review for further possible
downgrade:

MGM MIRAGE

  -- Corporate Family Rating to B1 from Ba3
  -- Probability of default rating to B1 from Ba3
  -- Senior unsecured notes to B1 from Ba3
  -- Senior subordinated notes to B3 from B2

Ratings that remain on review for further possible downgrade:

  -- Senior secured notes at Ba1

Rating Affirmed:

  -- Speculative Grade Liquidity Rating at SGL-4

Ratings downgraded and placed on review for further possible
downgrade:

Mirage Resorts

  -- Senior unsecured notes to B1 from Ba3

Mandalay Resort Group

  -- Senior unsecured notes to B1 from Ba3
  -- Senior subordinated notes to B3 from B2

Moody's latest rating action was on October 29, 2008, when the MGM
MIRAGE's corporate family rating and probability of default rating
were downgraded to Ba3 from Ba2.  All ratings remained on review
for further possible downgrade.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
17 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE has a 50% interest in CityCenter Holdings,
Inc., a mixed-use project on the Las Vegas Strip and a 50%
interest in MGM Grand Macau, a hotel-casino resort in Macau S.A.R.

                           *     *     *

Bloomberg's Bill Rochelle points out that Las Vegas, Nevada-based
MGM Mirage received a downgrade Jan. 3 from Moody's Investors
Service to match the ding issued Jan. 30 by Standard & Poor's.

Standard & Poor's Ratings Services said Jan. 30 that it lowered
its corporate credit rating on MGM MIRAGE to 'B+' from 'BB-'.  It
noted that its previous projected was total operating lease-
adjusted debt to EBITDA, excluding income from unconsolidated
affiliates, to peak in the low-7x area.  However, "it has become
apparent that the currently weakened state of the economy is
having a more pronounced impact on consumer discretionary spending
than previously anticipated, and that credit measures will likely
deteriorate meaningfully beyond S&P's previous expectations."  S&P
also said that difficult conditions in the credit markets have
thus far prevented the company from securing funding beyond the
initial $1.8 billion financing the company secured in October 2008
for its CityCenter development project.


MIDWAY GAMES: Appoints Matthew Booty as Chairman
------------------------------------------------
Midway Games Inc. (NYSE:MWY) disclosed that its Board of Directors
has appointed Matthew V. Booty as the new Chairman of the Board in
addition to his current roles as President and Chief Executive
Officer. The company also announced that Peter C. Brown has
resigned as a Director and Chairman of the Board for personal
reasons. Mr. Brown joined Midway's board in 2005 and currently
serves as Chairman of the Board, Chief Executive Officer and
President of AMC Entertainment Inc.

Mr. Booty has been President and CEO of Midway since his
appointment in October 2008, and served as Interim President and
CEO for the preceding seven months. Mr. Booty joined Midway in
1991 as an engineer and programmer, and after serving in
progressively more responsible roles, he eventually was promoted
to Vice President of Product Development in 2002. Prior to being
named President and CEO of the company, he served as Senior Vice
President, Worldwide Studios.

Midway Games Inc. (MWY) -- http://www.midway.com/-- headquartered
in Chicago, Illinois, with offices throughout the world, is a
leading developer and publisher of interactive entertainment
software for major videogame systems and personal computers.

                          *     *     *

The Troubled Company Reporter reported on Jan. 19, 2009, that
Midway Games Inc. reached a waiver and forbearance agreements with
the holders of $150 million principal amount of its convertible
senior notes.  With the agreements, Midway now has negotiated with
holders of the $75 million principal amount of 6% Convertible
Senior Notes due 2025 and $75 million principal amount of 7.125%
Convertible Senior Notes due 2026 to extend the date upon which
the holders have the right to exercise their option to require
Midway to repurchase the notes to February 12, 2009.  The
accelerated repurchase date was triggered by a change of control
that occurred on November 28, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $167,523,000 and total stockholders' deficit of
$113,510,000.


MIRANT CORP: Appeals Court Affirms Payment to Shareholders' Lawyer
------------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the 5th U.S. Circuit Court
of Appeals upheld U.S. Bankruptcy Court for the Northern district
of Texas Judge D. Michael Lynn's ruling that ordered reorganized
Mirant to pay a shareholders' lawyer, even though the fee
arrangement didn't require shareholders to pay the lawyer.

The lawyer sought $645,000 in reimbursement from Mirant for
counsel fees to shareholders, which services were a "substantial
contribution in" a Chapter 11 case.  Judge Lynn, however, only
awarded him $15,000.

                          About Mirant

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

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


MODERN METAL: To Sell Bronson Division to Rival, Absent Other Bids
------------------------------------------------------------------
Modern Metal Products Co. asks the U.S. Bankruptcy Court for the
Northern District of Illinois to approve the sale of one of its
key divisions to Gill Industries Inc. for at least $4.5 million.

According to Bloomberg, Modern Metal has signed a contract with
Gill, a competitor, regarding the sale of its Homer D. Bronson Co.
division.

The Debtor, however, will still entertain bids for the division.
Competing offers are due Feb. 16.

Modern Metal Products Co. was an Illinois-based auto-parts maker.
It makes seats and assemblies for trucks and sport-utility
vehicles.  Modern Metal merged with Winsted, Connecticut-based
Homer D. Bronson in February 2006.

Modern Metal filed for Chapter 11 protection on Dec. 1, and has
opted to liquidate its assets.  It disclosed $34.6 million in
assets and debt of $43.6 million as of its bankruptcy filing.


MOHEGAN TRIBAL: Moody's Downgrades Rating to B2; Matches S&P's
--------------------------------------------------------------
Moody's Investors Service placed the corporate family rating,
probability of default rating and senior unsecured notes rating of
Waterford Gaming LLC and its wholly-owned subsidiary and co-
issuer, Waterford Gaming Finance Corp., under review for possible
downgrade.  The action follows the downgrade and placement on
review for possible further downgrade of Mohegan Tribal Gaming
Authority's ratings.  The downgrade and review of MTGA's ratings
were in response to the substantial drop in MTGA's fiscal 2009
first quarter EBITDA and renewed leverage, liquidity and covenant
concerns.

Waterford's only material source of cash flows to service its debt
obligations consists of the cash distributions made by Trading
Cove Associates, a 50%-owned general partnership, which earns a 5%
relinquishment fee based on certain gross revenues of MTGA's
Mohegan Sun casino.  Beyond the Mohegan Sun casino's revenue
generation, Moody's further considers MTGA's overall credit
profile in the assessment of Waterford's ratings.  MTGA has the
ability to block all or part of the relinquishment payments to TCA
in the event of a payment or non-payment default on MTGA's senior
secured or senior unsecured debt.

During Moody's review process and in parallel with the analysis
conducted for MTGA, Moody's will assess the risk that the amount
or the timing of the relinquishment payments can be negatively
affected in the near to intermediate term by MTGA's weakening
credit profile.

These ratings were placed under review for possible downgrade:

  -- Corporate family rating at Caa1
  -- Probability of default rating at B3
  -- Senior unsecured notes rating at Caa1

The last rating action was on November 19, 2008, when Moody's
lowered Waterford's CFR to Caa1 from B1.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, Connecticut.  The Mohegan Sun casino is
owned and operated by the Mohegan Tribal Gaming Authority.

                          *     *     *

Bloomberg's Bill Rochelle points out that the Moody's downgrade
matches the demotion issued Jan. 30 by Standard & Poor's.

Standard & Poor's Ratings Services lowered its ratings on Mohegan
Tribal to 'B' from 'BB-'.  At the same time, the ratings were
placed on CreditWatch with negative implications.  "The downgrade
and CreditWatch placement stem from our concerns about MTGA's
weakening credit measures during a difficult operating
environment, its constrained liquidity position, and its ability
to remain in compliance with its financial covenants over the next
several quarters," said Standard & Poor's credit analyst Melissa
Long.


MONTERRA ENTERPRISES: U.S. Trustee Moves Court to Dismiss Case
--------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region, 19, asks the U.S.
Bankruptcy Court for the District of Utah to dismiss or convert
Monterra Enterprises, LLC's case to one under Chapter 7 of the
Bankruptcy Code.

The U.S. Trustee says that relief from the automatic stay has been
granted as to each of the real property interests of the Debtor in
Pheasant Hollow, Fox Hollow, and Heatherwood Subdivision Phases 1
& 2.  Absent substantial business or reliable stream of income,
the Debtor has no current prospects for reorganization, and has no
further need for bankruptcy protection.

In addition, the U.S. Trustee relates, the Debtor has not filed
monthly financial reports for the period September through
December 2008.  The Debtor has also failed to pay the quarterly
fees owing the Office of the U.S. Trustee for the last two
quarters of 2008.

For the above stated reasons, the U.S. Trustee tells the Court,
sufficient cause exists under Sections 1112(b)(1) and
1112(b)(4)(a) for the dismissal or conversion of the Debtor's case
to a case under Chapter 7 of the Bankruptcy Code.

Based in St. George, Utah, Monterra Enterprises, LLC filed for
Chapter 11 bankruptcy protection on June 6, 2008 (D. Utah Case No.
08-23641).  Anna W. Drake, Esq., at Anna W. Drake, P.C.,
represents the Debtor as counsel. When the Debtor filed its
schedules, it disclosed total assets of $31,855,727 and total
liabilities of $36,367,256.


MORRIS PUBLISHING: Forbearance & Grace Period Expire March 3
------------------------------------------------------------
Morris Publishing Group LLC didn't make an interest payment due
Feb. 1 on subordinated notes. Morris Publishing was required to
pay $9.7 million interest under its $278.5 million of 7% Senior
Subordinated Notes due 2013.  It has a 30-day grace period, which
expires March 3, before a default can be declared.

              Morris Gets Forbearance Until March 3

On January 28, 2009, Morris Publishing, entered into Amendment
No. 4 and Waiver No. 2, under the Credit Agreement dated as of
December 14, 2005 between Morris Publishing, Morris Communications
Company, LLC, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent.

Prior to the Amendment, the Credit Agreement provided for
revolving credit commitments of $100 million, in addition to the
$83.25 million outstanding on the term loan.  On January 28, 2009,
there was $50 million outstanding on the revolving credit
facility.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5 million or more (such as Morris
Publishing's $278.5 million of 7% Senior Subordinated Notes due
2013).  The Amendment waives until March 3, 2009 any default that
may arise from a failure to pay the $9.7 million interest payment
due February 1, 2009 on these subordinated notes.

The Amendment reduces the limit on loans available under the
revolving facility from $100 million to $70 million, but further
limits the amount available to $60 million without the consent of
lenders holding a majority of the commitments under the Credit
Agreement.

The Amendment provides for an immediate increase of the variable
interest rate under the Credit Agreement (previously scheduled for
April 1, 2009) of 0.500%.

The Amendment waives until April 11, 2009 any default that may
exist from Morris Publishing's failure to cause to be filed
continuation statements as may be necessary to maintain perfection
of security interests in assets of some of the Subsidiary
Guarantors.

The Amendment requires Morris Publishing Group and its
subsidiaries to enter into control agreements in favor of the
lenders to perfect the security interest of the lenders in all
deposit accounts, except for deposit accounts aggregating less
than $500,000 for Morris Publishing, Morris Communications and
their subsidiaries.

The Amendment contains provisions permitting Morris
Communications, its beneficial owners, and its subsidiaries (other
than Morris Publishing) to consummate a reorganization of their
company structure, without causing a default under the Credit
Agreement.  In the reorganization, Morris Communications
distributed ownership of all membership interests in Morris
Publishing to MPG Newspaper Holding, LLC, subject to the existing
pledge of the membership interests to the administrative agent for
the lenders under the Credit Agreement.  At the time of the
distribution, MPG Holdings and Morris Communications were both
beneficially owned by Shivers, and the transfer was completed
without consideration, other than as distributions or capital
contributions among related companies. Morris Communications and
all of its remaining subsidiaries remain as guarantors of Morris
Publishing's obligations under the Credit Agreement. After the
reorganization, the lenders under the Credit Agreement maintain
all of their existing security interests in the assets of Morris
Publishing, Morris Communications and the Subsidiary Guarantors.
Various covenants, restrictions and other provisions of the Credit
Agreement were modified to reflect the reorganized corporate
structure, without materially changing the substantive effect of
the provisions on either Morris Publishing, Morris Communications
or the Subsidiary Guarantors. Morris Publishing did not transfer
or receive any assets or liabilities in the reorganization.

Additional parties to the Amendment include the subsidiary
guarantors of Morris Publishing and Morris Communications; MPG
Newspaper Holding, LLC, the parent of Morris Publishing, Shivers
Trading & Operating Company; and Morris Communications Holding
Company, LLC, the parent of Morris Communications.  The lenders
party to the Credit Agreement are JPMorgan Chase Bank, N.A., The
Bank of New York, SunTrust Bank, Wachovia Bank, N.A., Bank of
America, N.A., General Electric Capital Corporation, Allied Irish
Banks, P.L.C., RBS Citizens, N.A., Comerica Bank, US Bank,
National Association, First Tennessee Bank, National Association,
Webster Bank, National Association, Keybank National Association,
Sumitomo Mitsui Banking Corporation, and Mizuho Corporate Bank,
Ltd.

                      About Morris Publishing

Morris Publishing Group, LLC --
http://morriscomm.com/divisions/morris_publishing_group/index.shtm
l -- was formed in 2001 and assumed the operations of the
newspaper business segment of its parent, Morris Communications
Co., LLC, a privately held media company based in Augusta,
Georgia.  The company has a concentrated presence in the
Southeast, with four signature holdings: The Florida Times-Union
(Jacksonville), The Augusta Chronicle, Savannah (Georgia) Morning
News and Athens (Georgia) Banner-Herald.  Morris Publishing owns
and operates 13 daily newspapers as well as nondaily newspapers,
city magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Morris Publishing Group LLC to 'CCC' from 'CCC+'.  S&P
said that the rating outlook is negative.  S&P's credit analyst
Liz Fairbanks said that the rating downgrade reflects S&P's
concern that, even with the covenant relief provided in the most
recent executed amendment, the company would be unable to sustain
its current capital structure over the next several quarters.  The
amendment stipulates that the company's parent, Morris
Communications, must sign a letter of intent to consummate a
transaction that would generate sufficient funds to prepay all
loans under the credit agreement or refinance the facility.  S&P
is concerned that the company may file for bankruptcy protection
to reduce its debt outstanding.

According to the TCR on Oct. 21, 2008, Moody's Investors Service
downgraded Morris Publishing's corporate family rating to Caa3
from B3, probability of default rating to Caa3 from Caa1, senior
secured credit facility to B3 from Ba3 and senior subordinated
notes to Ca from Caa1.  The downgrades reflect Moody's belief that
newspaper advertising revenue pressure and the recent amendment to
the senior secured credit facility requiring the company to
consummate a transaction in order to generate sufficient proceeds
to prepay in full or repurchase at par outstanding loans under the
credit facility by May 30, 2009, have heightened the risk of
default.


MORRIS PUBLISHING: Nonpayment of Interest Cues S&P's 'D' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Augusta, Georgia-based Morris Publishing Group LLC to
'D' from 'CCC'.

In addition, the issue-level rating on the company's $300 million
senior subordinated notes was lowered to 'D' from 'CC', and the
issue-level rating on its senior secured credit facility was
lowered to 'CC' from 'CCC+'.

The rating actions stem from the company's failure to make the
$9.7 million interest payment on the subordinated notes, which was
due on Feb. 1, 2009.  A payment default has not occurred relative
to the legal provisions of the notes since there is a 30-day grace
period to make the payments.  However, S&P considers a default to
have occurred, even if a grace period exists, when the nonpayment
is a function of the borrower being under financial stress --
unless S&P is confident that the payment will be made in full
during the grace period.

S&P believes the company remains current on interest and principal
payments due on the senior secured credit facility.  The lenders
approved a fourth amendment and second waiver to the senior
secured credit agreement, which waived any default that may arise
from a failure to pay interest on the subordinated notes until
March 3, 2009.


MOTOROLA INC: Posts $3.6 Billion Fourth Quarter GAAP Net Loss
-------------------------------------------------------------
Motorola, Inc., reported sales of $7.1 billion in the fourth
quarter of 2008.  The GAAP net loss in the fourth quarter of 2008
was $3.6 billion, or $1.57 per share.  This includes net charges
of $1.56 per share from highlighted items, which are outlined in
the table at the end of this press release.  Substantially all of
the charges for the highlighted items are non-cash and primarily
relate to the impairment of goodwill and an increase in deferred
tax asset valuation reserves.

For the full year 2008, sales were $30.1 billion.  The GAAP net
loss was $1.84 per share, which includes net charges of $1.86 per
share from items highlighted in the company's quarterly earnings
releases.

During the quarter, the company generated positive operating cash
flow of $201 million.  For the full year, the company generated
positive operating cash flow of $242 million and ended the year
with a total cash* position of $7.4 billion.

The company also announced today that its Board of Directors voted
to suspend the declaration of quarterly cash dividends on the
company's common stock, effective immediately.  The Board believes
suspending the dividend will further strengthen the company's
balance sheet and enhance its financial flexibility.
Greg Brown, Motorola's president & co-chief executive officer and
CEO of Broadband Mobility Solutions, and Sanjay Jha, co-chief
executive officer and CEO of Mobile Devices, said, "In the fourth
quarter, we generated positive operating cash flow of
$201 million and ended the year with total cash of $7.4 billion."

"In light of the economic climate and challenges we face, we have
implemented aggressive measures to reduce costs and improve
financial flexibility, particularly in Mobile Devices.  The cost-
reduction actions underway are expected to generate aggregate
savings of approximately $1.5 billion in 2009," added Messrs.
Brown and Jha.

Operating Results

Mobile Devices segment sales were $2.35 billion, down 51 percent
compared with the year-ago quarter.  The operating loss was
$595 million, including $119 million of highlighted items,
compared to an operating loss of $388 million in the year-ago
quarter.  For the full year 2008, sales were $12.1 billion, a
36 percent decrease compared to 2007, and the segment incurred an
operating loss of $2.2 billion, compared to an operating loss of
$1.2 billion in 2007.  During the quarter, the company shipped
19.2 million handsets and estimates its share of the global
handset market was 6.5 percent.

Mr. Jha said, "We continue to take appropriate action to address
the downturn in the global economy as well as the challenges
related to our current Mobile Devices portfolio.  We are
aggressively developing innovative new products, and we are
encouraged by the positive customer feedback on our smartphone
roadmap."

Home and Networks Mobility segment sales were $2.6 billion, down 5
percent compared with the year-ago quarter.  Operating earnings
increased to $257 million, compared with operating earnings of
$192 million in the year-ago quarter.  For the full year 2008,
sales were $10.1 billion, a 1 percent increase compared to 2007,
and the segment generated operating earnings of $918 million,
compared to $709 million in 2007.

Evolution (LTE) data sessions in the 700MHz spectrum
Enterprise Mobility Solutions segment sales were $2.2 billion, up
4 percent compared with the year-ago quarter.  Operating earnings
increased to $466 million, compared with operating earnings of
$451 million in the year-ago quarter.  For the full year 2008,
sales were $8.1 billion, a 5 percent increase compared to 2007,
and the segment generated operating earnings of $1.5 billion,
compared to $1.2 billion in 2007.

Gartner's Leaders Quadrant for Wireless LAN Infrastructure
Mr. Brown added, "Despite the challenging economic environment,
our Broadband Mobility Solutions businesses performed very well in
the fourth quarter and throughout the year.  Throughout 2009,
aggressive cost management and prioritizing our investments will
be a top priority.  These actions, as well as our strong portfolio
of outstanding products and solutions, will help us build on our
leadership positions in the broadband, video, public safety and
enterprise mobility solutions markets."

First-Quarter 2009 Outlook

The company's outlook for the first quarter is a loss of $0.10 to
$0.12 per share.  This outlook excludes charges associated with
the company's operating expense reduction initiatives, as well as
any other items of the variety typically highlighted by the
company in its quarterly earnings releases.

       Motorola Appoints Edward J. Fitzpatrick Acting CFO

Motorola reported that Edward J. Fitzpatrick, senior vice
president and corporate controller, has been named to the
additional role of acting chief financial officer, effective
immediately, replacing Paul J. Liska, former chief financial
officer.  The company has initiated a search to identify a
replacement.

"We appreciate the contributions Paul made toward the company's
planned separation and in managing our cost-reduction activities,"
said Messrs. Brown and Jha.

Mr. Fitzpatrick is senior vice president and corporate controller,
responsible for accounting, financial reporting, budgeting,
financial controls, compliance with Sarbanes-Oxley and Securities
and Exchange Commission (SEC) rules, and financial operations.
Previously, Mr. Fitzpatrick was corporate vice president of
finance for the Home & Networks Mobility business.  Prior to that
position, he served as vice president and controller for the
Networks & Enterprise and the Government & Enterprise Mobility
Solutions businesses.  Prior to joining Motorola, he was a senior
manager at Price Waterhouse.
Mr. Fitzpatrick received a master's degree in business
administration from Wharton School of Business and holds a
bachelor's degree in accounting from Pennsylvania State
University.  He also became a Certified Public Accountant in 1990.

                          About Motorola

Based in Schaumburg, Illinois, Motorola Inc. (MOT) --
http://www.motorola.com/-- develops communications
infrastructure, enterprise mobility solutions, digital set-tops,
cable modems, mobile devices and Bluetooth accessories. A Fortune
100 company with global presence and impact, Motorola had sales of
$36.6 billion in 2007.

In December 2008, Standard & Poor's Ratings Services lowered its
ratings on three Motorola Inc.-related transactions to "BB+" and
removed them from CreditWatch, where they were placed with
negative implications on Jan. 28, 2008.


MOTOROLA INC: Must Scale Back Cellphone Business, Investors Say
---------------------------------------------------------------
Sara Silver at The Wall Street Journal reports that some investors
said that Motorola Inc. should scale back the cellphone business.

Motorola, according to WSJ, is struggling to stem losses in the
cellphone division after canceling plans to spin off the unit.
WSJ says that Motorola's cellphone sales dropped 51% in the fourth
quarter 2008.  While Motorola's other divisions were profitable,
the cellphone division posted an operating loss of $595 million,
WSJ states.

WSJ relates that Citigroup analyst Jim Suva asked during a
conference call on Tuesday why they Motorola doesn't shut down the
cellphone division.  "The market is implying that, to be blunt,
you can't fix the handset business," WSJ quoted Mr. Suva as
saying.

Motorola, says WSJ, has been shutting down design centers and has
laid off about 25% of its cellphone staff.  WSJ states that some
analysts questioned how Motorola could expand again.

According to WSJ, Motorola Co-Chief Executive Sanjay Jha said that
the firm is committed to reviving the business.  Mr. Jha, WSJ
states, expects Motorola's cellphone sales to fall faster than the
market as it narrows its portfolio to concentrate on mid- and
high-end phones.

Motorola is still committed to a spin-off of the cellphone
business at the "appropriate" time, but the scale of the unit's
losses and the global recession will postpone any moves, WSJ
relates, citing company Co-CEO Greg Brown.

        Motorola Appoints Edward J. Fitzpatrick Acting CFO

Motorola said has appointed Edward J. Fitzpatrick, senior vice
president and corporate controller, to the additional role of
acting chief financial officer, effective immediately, replacing
Paul J. Liska, former chief financial officer.  The company has
initiated a search to identify a replacement.

Citing Mr. Brown, WSJ states that Mr. Liska was brought in to
prepare for the spinoff and was leaving because it was on hold.
Mr. Brown said that Mr. Liska's exit has no "financial controls
issues," WSJ reports.

"We appreciate the contributions Paul made toward the company's
planned separation and in managing our cost- reduction
activities," said Messrs. Brown and Jha.

Mr. Fitzpatrick is senior vice president and corporate controller,
responsible for accounting, financial reporting, budgeting,
financial controls, compliance with Sarbanes-Oxley and Securities
and Exchange Commission (SEC) rules, and financial operations.
Previously, Mr. Fitzpatrick was corporate vice president of
finance for the Home & Networks Mobility business.  Prior to that
position, he served as vice president and controller for the
Networks & Enterprise and the Government & Enterprise Mobility
Solutions businesses.  Prior to joining Motorola, he was a senior
manager at Price Waterhouse.

                  Dividend Payment Cancellation

Motorola, according to WSJ, has cancelled dividend payments,
signaling concerns over conserving cash.  Motorola had
$7.4 billion in cash and $4.2 billion in liabilities at the end of
2008, WSJ states.  WSJ relates that the cancellation of the
dividend payments would save Motorola about $350 million this
year.

                          About Motorola

Based in Schaumburg, Illinois, Motorola Inc. (MOT) --
http://www.motorola.com/-- develops communications
infrastructure, enterprise mobility solutions, digital set-tops,
cable modems, mobile devices and Bluetooth accessories. A Fortune
100 company with global presence and impact, Motorola had sales of
$36.6 billion in 2007.

In December 2008, Standard & Poor's Ratings Services lowered its
ratings on three Motorola Inc.-related transactions to "BB+" and
removed them from CreditWatch, where they were placed with
negative implications on Jan. 28, 2008.


MOVIE GALLERY: Hearing on Blackstone's $2.8MM Fees Postponed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
continued the hearing on Blackstone Advisory Services LP's request
for payment of fees to February 27, 2009, at 10:00 a.m.

Reorganized Movie Gallery Inc. and Blackstone Advisory Services LP
have conducted discovery and continue to work toward an agreed
resolution of Blackstone's motion to compel the Debtors to pay
fees and expenses for $2,894,958, which Blackstone incurred as
financial advisor to Wells Fargo Bank, N.A., in connection with
the Debtors' reorganization.  Both Parties consent to the
continuance of the hearing to allow them to conclude a settlement.

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is the second largest North
American video rental company with approximately 3,300 stores
located in all 50 U.S. states and Canada operating under the
brands Movie Gallery, Hollywood Video and Game Crazy.  Since MGI's
initial public offering in August 1994, the Company has grown from
97 stores to its present size through acquisitions and new store
openings.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represented the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, were the Debtors' local counsel. The Debtors' claims &
balloting agent was Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of US$891,993,000 and total liabilities of
US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. The Debtors emerged from
bankruptcy on May 20, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Merges Oregon & Tennessee Distribution Centers
-------------------------------------------------------------
Movie Gallery, Inc. is consolidating its existing Wilsonville,
Ore., and Nashville, Tenn., distribution centers into a single
location as part of the company's efforts to streamline
operations.  Therefore, operations at the Wilsonville center will
be phased out over the next two months.

Movie Gallery currently has 238 full-time employees at the
Wilsonville distribution center and 185 at Nashville.  Out of the
Wilsonville group, 25 will be transferred to other parts of the
company.  Employees at both facilities have been notified of the
plan and Movie Gallery is working with those impacted,
specifically in Wilsonville.

"The decision to transfer distribution center operations from
Wilsonville to Nashville was difficult," said Sherif Mityas, Chief
Operating Officer and President of Retail Operations for Movie
Gallery, "but we are confident that we are taking the right steps
towards creating a stronger company, better positioned for long-
term success.  I would like to thank our many associates for their
dedication to the company and outstanding customer service over
the years."

Movie Gallery's presence in Oregon will remain strong, as
Wilsonville continues to serve as the company's headquarters, with
389 full-time employees in that office.

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is the second largest North
American video rental company with approximately 3,300 stores
located in all 50 U.S. states and Canada operating under the
brands Movie Gallery, Hollywood Video and Game Crazy.  Since MGI's
initial public offering in August 1994, the Company has grown from
97 stores to its present size through acquisitions and new store
openings.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represented the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, were the Debtors' local counsel. The Debtors' claims &
balloting agent was Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of US$891,993,000 and total liabilities of
US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. The Debtors emerged from
bankruptcy on May 20, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Gets Sept. 30 Extension to Review Claims
-------------------------------------------------------
At the behest of Movie Gallery Inc. and its reorganized debtor-
affiliates, the U.S. Bankruptcy Court for the Eastern District of
Virigina extended until September 30, 2009, the deadlines set
forth in the Plan, the Confirmation Order, and the Extension Order
for filing objections to Secured Claims, Priority Claims,
Administrative Claims and Cure Claims.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that with the assistance of Kurtzman Carson Consultants
LLC, the Reorganized Debtors' voting and claims agent, the
Reorganized Debtors have been reviewing, analyzing and
reconciling the Claims filed against them.  Specifically, the
Reorganized Debtors are reviewing and reconciling in excess of
11,000 claims, including more than 2,100 SPAC Claims.

According to Mr. Cieri, the Reorganized Debtors have already
filed objections to more than 1,700 SPAC Claims, and have
resolved more than 1,300 of those SPAC Claims.  Moreover, within
a month or so, the Reorganized Debtors expect to file objections
to the vast majority of the remaining unresolved and unobjected
to SPAC Claims.

Analyzing, reconciling and preparing the objections to SPAC
Claims continues to be time consuming, Mr. Cieri says.  Because
of this and the other time?consuming activities that have
occupied the Reorganized Debtors, the Reorganized Debtors may not
be able to analyze, reconcile and object to all of the remaining
SPAC Claims prior to the February 16, 2009 and March 13, 2009
deadlines.  Moreover, Mr. Cieri adds, even where objections are
filed prior to those deadlines, certain holders of SPAC Claims
that are the subject of objections may submit responses, which
will take additional time to resolve.

                       Claimants Object

Hollywood-Anniston, LLC, Sunflower Clovis Investors LLC doing
business as Sunflower, Foundation Retail Cleveland, LLC,
Foundation Retail Fulton, LLC, Foundation Retail West Point, LLC,
Edward-Peters LLC, Sanford Properties, LLC, Tabor City,
Starbright, Inc., The Square at Lillington, LLC, WS/AC, LLC,
Whiteville Properties, BBS Associates, Bladenboro Properties,
Realty Income Corporation, Realty Income Texas Properties, LP,
and Parkland Hills, Inc., relate that the Reorganized Debtors
seek to delay resolution of the SPAC Claims until the fall of
2009 in spite of their duty under Section 365(a)(1) of the
Bankruptcy Code with respect to defaulted leases being assumed to
provide adequate assurance of prompt payment of amounts owing.
Hollywood-Anniston, et al., says that the effect of the
substantial delay permitted has been to deny to them payments
that the Bankruptcy Code dictates they receive.

According to Augustus C. Epps, Jr. Esq., at Christian & Barton,
L.L.P., in Richmond, Virginia, it is clear that one of the
reasons why the Debtors are delaying payments is that they do not
intend to pay the reasonable fees and expenses of landlords'
counsel, including those of Hollywood-Anniston, et al.

Furthermore, Mr. Epps asserts that given the current state of the
economy, the mere continued existence of the Reorganized Debtors
does not provide adequate assurance that there will be funds to
pay the valid claims of Hollywood-Anniston, et al., by next fall,
thus adding pressure on Hollywood-Anniston, et al., to "give up"
their attorneys' fee claims in order not to jeopardize their
ability to receive payment in the near future on the other
components of their Cure Claims.

For this reason, Hollywood-Anniston, et al., ask the Court to
deny approval of the Extension Request.

Madison Lake Forest, LLC, Lynnwood Tower LLC, Applewood, LLC,
Swansea Realty Investments, LLC, and Yorkshire Village
Properties, LLC support the objection raised by Hollywood-
Anniston, et al.

Ozarks Coca-Cola/Dr Pepper Bottling Company objects to the
disallowance of its Claim Nos. 5627 or 6039, saying its claims
are administrative claims, not general unsecured claims.

Harley W. Smith III says that more than enough time as been
allowed for the Reorganized Debtors to object to the claims.
According to Mr. Smith, there is still approximately 60 days left
for the Reorganized Debtors to conclude objections.

Ross and Nancy Leazenby do not object to the Reorganized Debtors'
Request. However, the Leazenbys assert that their claim should be
included on the Administrative Claims List.

In the Court order granting the Reorganized Debtors' Request,
creditors Hollywood-Anniston, et al., Applewood, LLC, Swansea
Realty Investments, LLC, and Yorkshire Village Properties, LLC,
"will be carved out of order and the extension of time will not
apply".

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is the second largest North
American video rental company with approximately 3,300 stores
located in all 50 U.S. states and Canada operating under the
brands Movie Gallery, Hollywood Video and Game Crazy.  Since MGI's
initial public offering in August 1994, the Company has grown from
97 stores to its present size through acquisitions and new store
openings.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represented the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, were the Debtors' local counsel. The Debtors' claims &
balloting agent was Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of US$891,993,000 and total liabilities of
US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. The Debtors emerged from
bankruptcy on May 20, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


NCI BUILDING: S&P Changes Outlook to Stable; Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Houston, Texas-based NCI Building Systems Inc. to
stable from positive.  At the same time, Standard & Poor's
affirmed all its ratings on the company, including the 'BB'
corporate credit rating.

"The outlook revision reflects our expectation that because of the
ongoing construction downturn, weak U.S. economy, and low steel
prices, trends which S&P expects will continue in the near term,
NCI's earnings, and resulting credit measures are likely to weaken
during this period to levels more appropriate for the current
rating," noted Standard & Poor's credit analyst Thomas Nadramia.
"Specifically, S&P expects debt to EBITDA leverage to exceed 3x
during 2009 and operating margins to deteriorate to less than 10%
in the first half of the year.  Still, S&P expects the company to
maintain adequate liquidity for the rating through the combination
of cash flow generation and debt repayment."

The ratings on NCI reflect the highly cyclical end-market demand
for its products, volatile raw material costs (particularly
steel), and intense competition.  These factors are partially
mitigated by the company's national scale of operations and
distribution, favorable long-term trends for metal buildings,
competitive cost position, and a consolidated financial profile
that is expected to remain in-line with the rating.

NCI is one of North America's largest integrated manufacturers and
marketers of metal products for the nonresidential construction
industry.  It operates 39 manufacturing facilities in 18 states
and Mexico.  The company's products include engineered building
systems (60% of sales for the fiscal year ended Nov. 2, 2008),
metal components (34%), and metal coil coating services (6%).

The outlook is stable.  A leading industry position, competitive
cost structure, and expected strong cash generation provide some
cushion within the current rating in light of expected operating
deterioration in 2009.  Currently, S&P expects leverage to rise
from the current 2.5x and exceed 3.0x in 2009.  A negative rating
action is possible if credit measures deteriorate faster or more-
than-expected due to a sharp and prolonged drop in demand from the
company's end-markets; specifically, if leverage were to exceed
3.5x, which could be caused by a more than 35% decline in EBITDA
from its cyclical highs.  In addition, a negative rating action
could occur if the company has not made significant progress in
outlining a plan to be in a position to fund its 2009 maturities
by early in the second calendar quarter of 2009.  Given the
current challenging operating environment, an outlook revision
back to positive seems unlikely in the near term.


NELSON EDUCATION: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Nelson Education Ltd.'s B2
corporate family rating, Ba3 senior secured debt rating, Caa1
second lien senior secured rating and B2 probability of default
rating.  The rating outlook is stable.  The affirmations reflect
Moody's view that Nelson continues to display elevated financial
leverage, and that although the company should be able to show
modest cash flow growth and generate modest amounts of free cash
flow over the forward rating horizon, significant financial
leverage is expected to prevail for a prolonged period.  Given the
company's relatively strong market position as one of three
leading educational publishers operating in Canada, however, the
substantial number of publications Nelson may be distributing at
any point in time, and the inherent reliability of its end
markets, the cash flow stream is expected to be quite stable and
sustainable.  This allows the elevated leverage and modest de-
leveraging capability to be accommodated at the B2 corporate
family rating level.  These observations are consistent with those
underpinning the existing ratings, and, accordingly, the rating
have been affirmed and the rating outlook remains stable.

Affirmations:

Issuer: Nelson Education Ltd.

  -- Corporate family rating unchanged at B2

  -- Probability of default rating unchanged at B2

  -- Senior Secured Bank Credit Facility, unchanged at Ba3, with
     the LGD Assessment revised to (LGD3, 31%) from (LGD3, 32%)

  -- Second Lien Secured Bank Credit Facility, unchanged at Caa1,
     with the LGD Assessment revised to (LGD5, 83%) from (LGD5,
     84%)

  -- Outlook unchanged at stable

Moody's most recent rating action related to Nelson was taken on
14 June, 2007, at which time Nelson's ratings (including the B2
CFR and PDR) were assigned.

Nelson's ratings have been assigned and are maintained by
evaluating factors that Moody's believes are relevant to the
credit profile of the issuer, including but not limited to i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv) evaluation
of management performance and tolerance for risk.  These
attributes are compared against other issuers both within and
outside of Nelson's core industry and Nelson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.  Headquartered in Toronto, Ontario, Canada, Nelson
Education is a privately owned leading provider of publishing
services for the Canadian educational market.  The company is a
joint venture owned by OMERS Capital Partners and Apax Partners.


NEW ENGLAND: Moody's Affirms 'Ba2' Rating on $13.1 Mil. Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed New England Center for
Children's Ba2 bond rating.  The rating applies to $13.1 million
of outstanding Series 1998 bonds issued through the Massachusetts
Development Finance Agency.  The outlook is positive.

Legal Security: The Series 1998 bonds are secured by a gross
revenue pledge and secured by a mortgage on the institution's
facilities.

Interest Rate Derivatives: None

                             Strengths

* A niche human service provider located west of Boston in
  Southborough, Massachusetts with a strong reputation for
  serving children with autism; provides a comprehensive array of
  essential services including residential, staff intensive, day
  school, adult and transition services, consulting and outreach
  programs, and growth in international services since signing a
  long-term agreement with the Health Authority of Abu Dhabi to
  establish an educational program and provide services for
  children and families affected by autism.

* A demonstrated track record of generating positive, albeit
  fluctuating, operating margins and absolute cash flow (an
  unusual accomplishment for the human service provider sector)
  despite a challenging payer environment, enabling NECC to
  improve and maintain liquidity measures and deleverage its
  balance sheet.

* Diverse revenue stream from various agencies of the
  Commonwealth of Massachusetts, municipalities, out-of-state
  agencies, as well as consulting and private funding sources
  which mitigates vulnerability to reductions to any one area of
  government funding.  The recent expansion of operations
  internationally adds another significant source of funding
  which further diversifies NECC's revenue base and enhances the
  size and scope of the organization.

                            Challenges

* Limited opportunity for large operating surpluses given
  restrictive payor environment and high dependence on government
  funding of programs and services (primarily from the
  Commonwealth and municipalities) which leaves NECC vulnerable
  to state budget cuts.

* Weak liquidity position despite improvement over the last
  several years.  Unrestricted liquidity improved to $3.5 million
  at fiscal year end 2008 resulting in still modest 29 days cash
  on hand at FYE 2008.

* Debt position is moderate relative to revenue base; debt
  coverage levels weakened slightly in FY 2008 with debt-to-cash
  flow measuring a high 6.1 times and maximum annual debt service
  coverage a modest 1.9 times in FY 2008.

                   Recent Developments/Results

NECC is a niche human service provider with very limited
competition and international draw located twenty miles west of
Boston in Southborough, Massachusetts.  NECC provides essential
educational and treatment services to children with autism and
other related disabilities in various settings.  NECC services
include residential, staff intensive, day school, adult and
transition services, consulting and outreach programs, and the
expansion of international services through a long-term exclusive
contract that began in June 2007 with the government of Abu Dhabi
to operate a comprehensive educational program for children and
families affected by autism.  As a result of the growth of
international services, intermediate residential, and intensive
day programs, NECC's total census has increased to 259 students
from 241 students in 2006.

NECC has demonstrated the ability to generate operating surpluses
and positive cash flow despite operating in a restrictive payor
environment which Moody's views as favorable credit strength.  In
FY 2008, NECC generated an operating income (excluding
unrestricted contributions) of $0.1 million (0.3% operating
margin) down from $0.8 million (2.0% operating margin) in FY 2007
which was primarily due to expense growth of 15% directly tied to
a mandated 10% increase in salaries by the Commonwealth.
Operating cash flow declined slightly to $2.7 million (5.9%
operating cash flow margin) from $3.2 million (8.0% operating cash
flow margin) in FY 2007.  Moody's do note that absolute operating
cash flow growth has remained relatively stable over the last ten
years ranging between $2.4 million and $3.5 million.  As a result
of the modest decline in operating cash flow in FY 2008, debt-to-
cashflow increased to 6.1 times in FY 2008 from 5.5 times in FY
2008, and MADS coverage remained relatively unchanged at 1.9 times
in FY 2008 from 2.0 times in FY 2007.

Revenue growth increased by a strong 13% in FY 2008 which is
attributed to a combination of rate increases from the
Commonwealth, increase in census, and the growth in profitable
international services.  NECC's contract with the Health Authority
of Abu Dhabi will establish a comprehensive education program in
eight classrooms and serve a total of 48 students.  Currently four
classrooms have been opened and another two classrooms will be
opened later this year.  NECC also benefits from a diverse revenue
base derived from state and federally mandated services (comprise
of 79% of revenues), other non-mandated services including partner
classroom and consulting services, international services, and
private funding sources.

Despite the improvement in unrestricted liquidity balance to
$3.5 million at fiscal year end 2008 from $3.0 million at FYE
2007, days cash on hand remains modest at 29 days, up only
slightly from 28 days at FYE 2007.  Cash-to-debt measure is still
weak at 21%, but improved from 17% in FY 2007.  Moody's believe
the low liquidity position limits operating flexibility and
provides an inadequate cushion if significant operating challenges
need to be addressed and limit the potential for a rating upgrade
in the intermediate term.

                              Outlook

The positive outlook reflects Moody's belief NECC will continue to
benefit from its strong market position as a niche provider of
essential services and continue to improve operating performance
and generate operating cash flow that could bolster liquidity
balance.

                 What could change the rating--UP

Continued growth in census; sustained improvement in core
operating performance, growth in liquidity.

                What could change the rating--DOWN

Deterioration of operating performance; significant decline in
liquidity balance, material increase in debt without commensurate
increases in cash and operating cash flow generation.

                          Key Indicators

Assumptions & Adjustments:

  * Based on financial statements for The New England Center for
    Children, Inc.

  * First number reflects audit year ended June 30, 2007

  * Second number reflects audit year ended June 30, 2008

  * Investment returns normalized at 6% unless otherwise noted

  * Total operating revenues: $40.0 million; $44.6 million

  * Moody's-adjusted net revenue available for debt service:
    $4.2 million; $3.9 million

  * Total debt outstanding: $17.0 million; $17.0 million

  * Maximum annual debt service: $2.0 million; $2.0 million

  * MADS Coverage with reported investment income: 2.1 times; 1.8
    times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 2.0 times; 1.9 times

  * Debt-to-cash flow: 5.5 times; 6.1 times

  * Days cash on hand: 28 days; 29 days

  * Cash-to-debt: 17%; 21%

  * Operating margin: 2.0%; 0.3%

  * Operating cash flow margin: 8.0%; 5.9%

Rated Debt (debt outstanding as of June 30, 2008)

  * Series 1998 Fixed Rate Revenue Bonds ($13.1 million
    outstanding); rated Ba2

The last rating action was on November 8, 2007 when the rating of
the New England Center for Children was affirmed at Ba2 and the
outlook was changed to positive from stable.

New England Center for Children's ratings were assigned by
evaluating factors believed to be relevant to the credit profile
of New England Center for Children such as i) the business risk
and competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the obligor, iii) the projected performance of the issuer over
the near to intermediate term, iv) the obligor's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the debt service coverage provided by
such revenue stream, vii) the legal structure that documents the
revenue stream and the source of payment, and viii) the obligor's
management and governance structure related to payment.  These
attributes were compared against other obligor's both within and
outside of New England Center for Children's core peer group and
New England Center for Children's ratings are believed to be
comparable to ratings assigned to other obligors of similar credit
risk.


NON-INVASIVE MONITORING: Completes Sale of 1,400 Series D Shares
----------------------------------------------------------------
Non-Invasive Monitoring Systems Inc. completed on January 28,
2009, the sale of an aggregate of 1,400 shares of its Series D
Preferred Stock at a price of $1,500 per share, to certain private
investors for aggregate proceeds of $2,100,000 pursuant to Stock
Subscription Agreements accepted by the company on that date.
There were no underwriting discounts or commissions paid in
respect of the Offering.  The company had previously issued Series
D Preferred Stock in offerings in April and December 2008.

Frost Gamma Investments Trust, beneficial owner of approximately
20% of the company's common stock invested $1,050,000 in the
Offering and acquired 700 shares of Series D Preferred Stock.
Frost Gamma Investments Trust paid for its investment from
available funds.

Hsu Gamma Investment L.P., an entity of which the company's
Chairman Jane Hsiao, PhD, is general partner, invested $1,050,000
in the Offering and acquired 700 shares of Series D Preferred
Stock.  Prior to the Offering, Dr. Hsiao was a beneficial owner of
more than 6% of the company's common stock.  Hsu Gamma Investment
L.P. paid for its investment from available funds.

Each holder of a share of the Series D Preferred Stock has the
right, at any time, to convert such share of Series D Preferred
Stock into shares of the company's common stock at an initial rate
of 5,000 shares of common stock per share of Series D Preferred
Stock.

The company issued the Series D Preferred Stock in reliance upon
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended and/or Regulation D promulgated
under the Securities Act of 1933. The Investors have each
represented to the Registrant that the person was an accredited
investor as defined in Rule 501(a) of the Securities Act of 1933
and that the Series D Preferred Stock was being acquired for
investment purposes.

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.  The company's flagship product is the
Acceleration Therapeutics AT-101.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2008,
Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2008, and 2007.  The auditing firm pointed to
the company's recurring net losses, cash outflows from operating
activities and accumulated deficit and substantial purchase
commitments.

The company had net losses in the amount of $498,000 and $330,000
for the three months ended October 31, 2008 and 2007,
respectively, and has experienced cash outflows from operating
activities.  The company also has an accumulated deficit of
$18.5 million as of October 31, 2008, and has substantial purchase
commitments at October 31, 2008.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

As of October 31, 2008, the company's balance sheet showed total
assets of $1,530,000, total liabilities of $999,000, and total
stockholders' equity of $531,000.


NORTEL NETWORKS: Sun Micro & Polycom Seek Inventory of Goods
------------------------------------------------------------
Pursuant to Section 2-702 of the Uniform Commercial Code and
Section 546(c) of the Bankruptcy Code, Sun Microsystems Inc. and
Polycom Inc. informed the U.S. Bankruptcy Court for the District
of Delaware in separate notices that they have delivered or
supplied Nortel Networks Inc. and its debtor-affiliates with
certain goods under a Reseller Agreement and a OEM Purchase and
Sale Agreement.

The Creditors demand that the Debtors immediately make an
inventory of the goods and keep them segregated from all other
inventory, machinery and equipment.  The Creditors maintain that
the Debtors are not authorized to use, sell, encumber or transfer
the goods to any other party.

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Firms Received $1.6 Million Prior to Bankruptcy
----------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates disclosed that it
roughly $1.6 million in the aggregate as retainer to these
professionals:

     Professionals                             Retainer
     -------------                            ----------
     Cleary Gottlieb Steen & Hamilton LLP     $1,250,000
     Morris Nichols Arsht & Tunnell LLP          300,000
     Epiq Bankruptcy Solutions LLC                50,000

Nortel filed with the Bankruptcy Court in Wilmington, Delaware, an
initial monthly operating report on January 29, 2009.

The Initial Report incorporated a cash flow projection for the
12-week period from January 11 through March 31, 2009.

For the 12-week period ending March 2009, the Debtors estimate:

  -- receipts to total $962.5 million,
  -- disbursements to aggregate $833.8 million,
  -- a net cash flow of $128.7 million,
  -- ending cash balance to total $702 million, and
  -- ending cash balance and available facility to total
     $502 million.

A full-text copy of the 12-week cash flow projection is available
for free at: http://bankrupt.com/misc/NortelCashFlowForecast.pdf

The Initial Report also disclosed general operating accounts the
Debtors maintained at Banc of America Securities LLC, Bank of
America, Citibank, Deutsche Bank and Morgan Stanley.

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

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

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

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

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

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

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

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


NORTHEAST BIOFUELS: Court Okays Sale of 846,000 Bushels of Corn
---------------------------------------------------------------
Court documents say that the U.S. Bankruptcy Court for the
Northern District of New York has allowed Northeast Biodfuels LP
to sell about 846,000 bushels of corn that it purchased from
September through November to make ethanol.

According to court documents, the sale of the bushels of corn are
expected to bring $2.6 million to Northeast Biofuels.

Tim Knauss at The Post-Standard reports that corn stored in silos
at Northeast Biofuels' ethanol plant near Fulton were loaded onto
railcars and shipped to a buyer to prevent it from spoiling.

The Post-Standard relates that Northeast Biofuels closed in
December 2008 due to design and operating problems and sought
Chapter 11 bankruptcy protection in January 2009 without ever
having reached full production.  According to the report,
Northeast Biofuels is negotiating design improvements with its
contractor, Lurgi Inc., as it tries to raise new financing to pay
for them.

Citing Northeast Biofuels President and CEO Douglas MacKenzie, The
Post-Standard states that the company continues to produce and
sell ethanol from corn that had already begun the fermentation
process when the company filed for bankruptcy.

The Court has allowed Northeast Biofuels to continue paying its 57
workers, The Post-Standard says.

                     About Northeast Biofuels

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


NOVA CHEMICALS: Liquidity Issues Cue S&P's Junk Corporate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the long-term
corporate credit and senior unsecured debt ratings on NOVA
Chemicals Corp. to 'CCC+' from 'B+'.  The recovery rating on the
unsecured debt is unchanged at '4', indicating an expectation of
average (30%-50%) recovery in the event of default.

The ratings on the company remain on CreditWatch with negative
implications, where they were placed on Jan. 22, 2009.  The
CreditWatch reflects S&P's concerns about the company having to
raise US$100 million by Feb. 28 to retain access to its credit
facilities.

"The three-notch downgrade reflects what S&P view as NOVA
Chemicals' liquidity issues in light of the large debt maturities
it faces in the next 18 months, heightened risk of covenant
violation in the second half of 2009, and expectations of weak
cash flow generation because of what S&P see as a severe cyclical
downturn in the industry," said Standard & Poor's credit analyst
Jatinder Mall.

NOVA Chemicals produces commodity chemicals and plastics used in
consumer, industrial, and packaging products.  The company has an
annual production capacity of 6,650 million pounds of ethylene and
3,575 million pounds of polyethylene.  It also produces a small
amount of performance styrenics, which includes expandable
polystyrene and styrenic polymer performance products.  In
addition, NOVA Chemicals' Ineos NOVA joint venture produces
styrene monomer and solid polystyrene in North America and Europe.

"We believe the key to NOVA Chemicals' survival in the next 18
months will be for it to shore-up sufficient liquidity through its
banks and other financing alternatives to meet several large debt
maturities and amend its covenants," Mr. Mall added.  However,
this would be a daunting task in normal market conditions, let
alone the current credit environment.

Standard & Poor's will likely resolve the CreditWatch when NOVA
Chemicals confirms that it has been able to raise US$100 million
by Feb. 28, 2009, as per negotiated amendments with the banks, and
that it has full access to its credit lines to pay upcoming debt
maturities.


PALM INC: Donna Dubinsky Offers to Resign From Board
----------------------------------------------------
Palm, Inc. entered into an Amended and Restated Stockholders'
Agreement on January 9, 2009 with Elevation Partners, L.P. and
Elevation Employee Side Fund, LLC.  The Agreement was entered into
in connection with the company's sale to certain Elevation
entities of an aggregate of 100,000 detachable units for an
aggregate purchase price of $100 million, with each Unit
consisting of (i) one share of the Company's Series C Convertible
Preferred Stock, par value $0.001 per share and (ii) warrants
exercisable for the purchase of 70 shares of the Company's Common
Stock, par value $0.001 per share.  Under the Agreement, Elevation
has the right to designate an additional director for election to
the Company's Board of Directors.

On January 26, 2009, and in light of the Board's desire to
maintain its current size, Donna Dubinsky offered to resign from
the Board immediately in advance of the election to the Board of a
director designated by Elevation.  Ms. Dubinsky's offer to resign
as a director was not the result of any disagreement with the
Company.

On January 30, 2009, Elevation designated Rajiv Dutta for election
to the Board.  Mr. Dutta retired as the President of eBay
Marketplaces and Executive Vice President of eBay Inc. in October
2008 and as a member of eBay's board of directors in July 2008.
The Board is expected to meet shortly to consider Ms. Dubinsky's
offer to resign from the Board and Mr. Dutta's election to the
Board.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

                          *     *     *

The Troubled Company Reporter reported on Aug. 18, 2008, that
Moody's Investors Service downgraded Palm Inc.'s corporate family
rating and probability of default rating to B3 from B2 with a
negative ratings outlook.  Simultaneously, Moody's affirmed Palm's
speculative-grade liquidity rating of SGL-2.  This concludes the
review for possible downgrade that was initiated in March 2008
following the company's weaker than expected third quarter fiscal
2008 results.  The rating downgrade to B3 reflects Moody's
expectation of continued weakness in Palm's operating performance
and negative cash flow generation over the near term.  Moody's
notes that Palm's CFR could have been downgraded further absent
the company's high levels of domestically-held cash balance, which
could support the company's expected negative free cash flow.

The TCR reported on July 28, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Palm Inc. to 'B-'
from 'B' and removed all the ratings from CreditWatch, where they
had been placed with negative implications on March 21, 2008.  The
outlook is negative.

As of November 30, 2008, the company's balance sheet showed total
assets of $660,926,000, total liabilities of $811,503,000, Series
B redeemable convertible preferred stock of $260,496,000,
resulting in total stockholders' deficit of $411,073,000.


PAUL REINHART: Seeks April 13 Plan Deadline; In Talks w/ Creditors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
received a motion by Paul Reinhart, Inc. for an extension of its
exclusive period to file its plan of reorganization through
April 13, 2009.

According to Bloomberg's Bill Rochelle, although Paul Reinhart has
not yet reached a deal with cotton farmers, negotiations are
continuing.  Cotton farmers have sued the company's bank lenders
shortly after the bankruptcy filing.

The Debtor, according to the report, said that sales of cotton
inventory have reduced secured bank debt by $58 million since its
bankruptcy filing in October.  At the outset, bank debt was
$147 million.

                       About Paul Reinhart

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company, which filed for Chapter 11 bankruptcy on
Oct. 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed futures
losses and its inability to attain adequate financing for the
bankruptcy filing.  Deborah M. Perry, Esq., and E. Lee Morris,
Esq., at Munsch Hardt Kopf & Harr, P.C.; and Joseph M. Coleman,
Esq., at Kane, Russell, Coleman & Logan, represent the Debtor as
counsel.  The U.S. Trustee for Region 6 appointed creditors to
serve on an Official Committee of Unsecured Creditors in this
case.  Michael R. Rochelle, Esq., and Sean Joseph McCaffity, Esq.,
at Rochelle McCullough L.L.P., represent the Committee as counsel.
In its schedules, the Debtor listed total assets of $143,943,710
and total debts of $247,421,595.


PHENIX CFO: Fitch Downgrades Rating on EUR21 Mil. Notes to 'CC'
---------------------------------------------------------------
Fitch Ratings downgrades four classes from Phenix CFO Ltd.  Fitch
has also removed four classes from Rating Watch Negative, placed
one class on Rating Watch Evolving, and assigned Outlooks to two
of the classes.  These rating actions are effective immediately:

  -- EUR 60,000,000 class S downgraded to 'BBB' from 'AA'; Rating
     Watch Evolving;

  -- EUR 24,000,000 class M1 downgraded to 'BB from 'A'; Outlook
     Stable;

  -- EUR 15,000,000 class M2 downgraded to 'B from 'BBB'; Outlook
     Negative;

  -- EUR 21,000,000 class M3 downgraded to 'CC' from 'BB'.

The severity of losses and marked reduction in underlying fund
liquidity for hedge fund collateralized fund obligations in 2008
exceeded Fitch's original expectations.  As a result, Fitch
published a press release which outlines the causes and major
revisions to the agency's analysis.

These rating actions are based upon actual losses in Phenix CFO
Ltd's portfolio during 2008, the reduced liquidity profile of
Phenix Alternative Holdings' portfolio investments, and the
application of Fitch's updated analysis.

Phenix is failing its overcollateralization tests as per the
Nov. 17, 2008 trustee report.  However, there have been
redemptions resulting in a large cash position.  In addition,
there is a significant amount of outstanding redemption requests,
for which the timing remains uncertain.  The ability to convert
these redemptions to cash collection will have a large impact on
the degree of further deleveraging for this transaction.  As such,
the class S notes are placed on Rating Watch Evolving.

The Stable Outlook on class M1 reflects the note's ability to
withstand sequential market value stresses and reductions in
liquidity over the next year under Fitch's updated analysis.  The
Negative Outlook on class M2 is due to volatility in the note's
ability to withstand different liquidity scenarios under Fitch's
updated analysis.

The transaction is a hedge fund CFO that is managed by AGF
Alternative Asset Management, an affiliate of AGF Asset
Management.  Phenix CFO Ltd primarily invests in the Phenix
Alternative Holdings Fund.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance.  Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving.


RAILPOWER TECH: Files for Bankruptcy Under CCAA, U.S. Chapter 15
----------------------------------------------------------------
Railpower Technologies Corp. and its U.S. subsidiary, Railpower
Hybrid Technologies Corp., have obtained court protection under
the Companies' Creditors Arrangement Act (Canada) in Canada
pursuant to the initial order granted by the Quebec Superior
Court.

The Court has granted CCAA protection for an initial period of 30
days expiring March 6, 2009, to be extended thereafter as the
Court deems appropriate.

"The Initial Order provides a framework for us to restructure our
business," said Richard Laliberte, Chief Restructuring Officer of
Railpower. "Our goal is to allow Railpower to be in a position to
continue to assess all available alternatives under a
restructuring process and, as such, Railpower's board authorized
Railpower to take this action in the best interests of Railpower,
its employees, customers, suppliers, creditors and other
stakeholders."

While under CCAA protection, Railpower's board of directors
maintains its usual role and its management remains responsible
for the day-to-day operations of Railpower. Railpower has retained
Ernst & Young Inc. to act as its financial advisor and it will
also serve as court-appointed monitor during the CCAA process in
order to assist Railpower throughout the restructuring. McCarthy
Tetrault LLP is acting as legal counsel for Railpower.

                         Chapter 15 Filing

Moreover, Ernst & Young filed on behalf of Railpower a petition
under Chapter 15 of the U.S. Bankruptcy Code with the United
States Bankruptcy Court for the Western District of Pennsylvania.
The purpose of such filing is to have the U.S. Court recognize and
enforce the CCAA proceedings and, in particular, the order which
will be sought before the Quebec Superior Court.

Railpower's normal day-to-day operations are expected to continue
without interruption.  Railpower remains focused on serving and
supporting its customers during the restructuring process.

Railpower sought bankruptcy protection with the authorization of
its board after thorough consultation with its advisors and
extensive consideration of all other alternatives.  Railpower has
sought protection under the CCAA as its current cash in hand would
not allow it to meet its current obligations.  The CCAA filing is
also a necessary step in the context of the board's ongoing review
of Railpower's strategic alternatives.  Railpower is in discussion
with third parties and Ontario Teachers' Pension Plan Board, its
main creditor, in connection with the restructuring process
assessing all available alternatives.

                    Possible Delisting from TSX

Railpower has been advised by the Toronto Stock Exchange that it
is reviewing the eligibility for continued listing on the TSX of
Railpower's securities pursuant to an expedited review process.
Such review process may lead to the delisting of Railpower's
securities on the TSX. However, the CCAA protection currently
stays creditors, suppliers, stock exchange and others from
enforcing any rights against Railpower thereby affording Railpower
the opportunity to restructure its affairs.

                        Management Changes

The Company's board has announced the departure of Mr. Jose
Mathieu, Railpower's President and Chief Executive Officer.  The
board wishes to thank Mr. Mathieu for his contributions to
Railpower.  Mr. Mathieu is also no longer a member of the board of
directors of Railpower. This decision was followed by the
appointment of Mr. Richard Laliberte as Chief Restructuring
Officer.  Mr. Laliberte has been with Railpower since 2006, as
Vice President, Engineering, Quality Assurance and Product
Service.  The board believes that Mr. Laliberte's background,
leadership skills and experience will play an important role in
Railpower's restructuring plans.  The board has also announced the
departure of Mr. Hilaire Boudreau, Railpower's Vice President,
Human Resources, Project Management and Information Technologies.

                   About Railpower Technologies

Brossard, Quebec-based Railpower Technologies Corp. (CA:P) -
http://www.railpower.com-- is engaged in the development,
construction, marketing and sales of high performance, clean
locomotives and power plants for the transportation and related
industries. Railpower has designed and is marketing a range of
locomotives for the North American low and medium horsepower
locomotive market.  It has also designed and is marketing hybrid
power plants for rubber tyred gantry cranes (Eco-Cranes(R)).  Its
technologies have broader potential and applications in other
markets and industries.


REFCO INC: Court Approves Deal Resolving Reuters' Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between RJM, LLC, plan administrator to
reorganized Refco, Inc., and Reuters SA, and Reuters America, LLC,
resolving all claims asserted by the Reuters Entities.

On May 17, 2006, Reuters SA filed Claim No. 666 against Refco
Capital, LLC, asserting a $14,615 prepetition claim.  On July 14,
2006, Reuters America, LLC, filed Claim No. 10498 against Refco,
Inc., asserting a $236,011 prepetition claim, and Claim No. 10499
against Refco Group Ltd., LLC, asserting a $236,011 prepetition
claim.  It also filed Claim No. 298 against Refco LLC, asserting a
$236,011 prepetition claim.  Reuters America subsequently amended
Claim No. 10499 as Claim No.  14456 for $261,971, as well as Claim
No. 10498 as Claim No. 14457 for $261,971.  It also filed Claim
No. 298 against Refco LLC for $261,971.

RJM objected to the claim of Reuters SA and Reuters America.  The
Reuters Entities subsequently filed a response to the Plan
Administrator's claim objections.

To avoid the expense, delay, uncertainty, and risk inherent in
litigation, the parties have decided to resolve all claims
asserted by the Reuters Entities.  They have negotiated a
consensual resolution of the claims and stipulated that:

  1. Claim No. 14457 is allowed in the Chapter 11 cases as a
     Class 5(a) Contributing Debtors General Unsecured Claim,
     in the reduced aggregate amount of $124,259;

  2. Claim No. 575 is allowed in the Chapter 7 Case as a
     general unsecured claim in the reduced aggregate amount
     of $152,327;

  3. Claim Nos. 666, 14456, 10498, and 10499 are disallowed
     and will be expunged from the official claims register;

  4. Claim No. 298 is disallowed and will be expunged from
     the official claims register;

  5. The Refco Plan Administrator is authorized to distribute
     to the Reuters Entities the aggregate distributions made
     to holders of Allowed Class 5(a) Contributing Debtors
     General Unsecured Claims on account of Claim No. 14457;

  6. The Chapter 7 Trustee is authorized to pay Reuters America
     $152,327 on account of Claim No. 575;

  7. Distributions made in accordance with the Stipulation on
     account of the Reuters Entities' Claims will be made to
     "Reuters America LLC" and sent to Reuters America LLC, at
     3 Times Square, 20th Floor, New York, New York 10036,
     Attention: Shmuel Bulka, Esq., vice president and
     principal legal counsel; and

  5. The parties will exchange mutual releases from all claims
     and causes of action relating to the Reuters Entities
     Claims.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represents the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Q4 2008 Post-Confirmation Quarterly Report Filed
-----------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from October 1 to December 31, 2008.

Valerie E. DePiro, chief financial officer of Refco Inc. and
Refco Capital Markets, Ltd., reports that cash balance of
$146,403,000 at the start of October 2008 decreased to
$81,414,000 at the end of the reporting period.  The Reorganized
Debtors received $4,232,000 in total cash and disbursed
$69,221,000 for the fourth quarter of 2008.

     Unaudited Schedule of Cash Receipts and Disbursements
                       (in thousands)

                                        Inter-
                    Beginning           Company
Ending
Debtor              Balance    Receipts Transfrs Disbursements
Balance
------              ---------  -------- -------- ------------- --
-----
Refco Capital Markets $82,979    $2,182    $7,500    ($67,585)
$25,076
Refco Capital LLC       6,941     1,868     5,748      (1,317)
13,240
Refco Commodity Mgt.    4,410        12    (4,357)        (62)
3
Refco F/X Assoc.        6,884        15         -        (146)
6,753
Refco Global Holdings  45,073       155    (9,000)         (2)
36,226
Refco Inc.                116         -       109        (109)
116
Other Debtors               -         -         -           -
-
                    ---------  --------  ------- ------------- ---
----
Total                $146,403    $4,232        $0    ($69,221)
$81,414
                    =========  ========  ======= =============
=======

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco, LLC.

Ms. DePiro states that the $2,200,000 in receipts for RCM
includes $1,800,000 in proceeds from miscellaneous asset
recoveries and $232,000 in interest income.

In accordance with the Plan, during December 2008, the Debtors
made an interim distribution of $7,500,000 to RCM.  As of
January 15, 2009, the Debtors have distributed $520,300,000 to
RCM, net of the $15,000,000 RCM Wind-Down Reserve and RCM's share
of the Refco Litigation Trust funding.

Ms. DePiro reports that RCM's $67,600,000 in disbursements
includes distributions to creditors for $66,700,000, as well as
payment of operating expenses and professional fees.  During the
fourth quarter of 2008, RCM sold one security for approximately
$277,000, and its proceeds were received subsequent to Dec. 31,
2008.  RCM's cash balance at the end of the reporting period
includes Capped Claims Special Reserve of $4,000,000, a 502(h)
Special Reserve of $3,000,000, and the Disputed Claim Reserves of
approximately $6,600,000.

Mr. James discloses RCMI received $12,000 as interest income and
paid $62,000 for its direct expenses.  During the fourth quarter,
RCMI was merged into Refco, Inc.  Accordingly, RCMI's excess cash
was transferred to Refco Capital.  Due to the payment of December
2008 interest, about $3,000 remained in RCMI's bank account at
December 31, 2008, and will be transferred to the Contributing
Debtors upon the closure of the RCMI account in January 2009.

Furthermore, Ms. DePiro reports that $1,900,000 in receipts for
Refco Capital LLC includes a $1,000,000 received on account of
its Subordinated Note Receivable from non-debtor Refco
Securities, LLC.  Intercompany transfers include:

* $9,000,000 from Refco Global Holdings to Refco Capital;
* $7,500,000 for the RCM Cash Distribution;
* $109,000 funding of Refco, Inc., by Refco Capital; and
* excess cash from RCMI to Refco Capital.

Ms. DePiro states that the cash balance at December 2008,
includes reserves, totaling $12,000,000, for disputed claims and
wind-down costs.

Refco F/X Associates also earned interest income, totaling
$15,000, and disbursed $146,000 for operating expenses and
professional fees.

According to Ms. DePiro, Refco Global Holding, LLC, received
$155,000 as interest income.  It disbursed $9,000 for its direct
expenses.  Its intercompany payments include the $9,000,000
transfer to Refco Capital LLC for investment in treasury and
other government securities.

Ms. DePiro notes that the Reorganized Debtors' cash balance at
December 31, 2008, includes $36,200,000 for reserves for disputed
claims against the Contributing Debtors and for wind-down costs.

The Debtors' cash at December 31, 2008, and at September 30,
2008, included $116,000 for outstanding checks from the first
through the sixth interim distributions to allowed class 5a
unsecured claims.

Ms. DePiro reports that all insurance policies of the Reorganized
Debtors are fully paid for the current period, including amounts
owed for workers' compensation and disability insurance.

          Schedule of Cash Distributions to Creditors
                        (in thousands)

                                     Quarter Ended   Emergence
                                     Dec. 31, 2008   to Date
                                     --------------  ---------
Administrative and Operating Expenses       $1,970      $89,929

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                              -        1,557
Class 1 - Non Tax Priority Claims                -            -
Class 2 - Other Secured Claims                   -            -
Class 3 - Secured Lender Claims                  -      703,967
Class 4 - Senior Subordinated Note Claims        -      335,985
Class 5(a) - Contributing Debtors
  General Unsecured Claims                    109      137,280
Class 5(b) - Related Claims                      -            -
Class 6 - RCM Intercompany Claims                -            -
Class 7 - Subordinated Claims                    -            -
Class 8 - Old Equity Interests                   -            -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                              -           90
Class 1 - FXA Non-Tax Priority Claims            -            -
Class 2 - FXA Other Secured Claims               -            -
Class 3 - FXA Secured Lender Claims              -            -
Class 4 - FXA Sr. Subordinated Note Claims       -            -
Class 5(a) - FXA General Unsecured Claims        -       19,453
Class 5(b) - Related Claims                      -            -
Class 6 - FXA Convenience Claims                 -        4,827
Class 7 - FXA Subordinated Claims                -            -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                              -            -
Class 1 - RCM Non-Tax Priority Claims            -            -
Class 2 - RCM Other Secured Claims               -            -
Class 3 - RCM FX/Unsecured Claims           57,451      381,916
Class 4 - RCM Securities Customer Claims     8,776    2,594,170
Class 5 - RCM Leuthold Metals Claims             -       19,364
Class 6 - Related Claims                         -            -
Class 7 - RCM Subordinated Claims                -            -

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Fourth Quarter 2008 is available at no
charge at:

   http://bankrupt.com/misc/Refco4thQ2008PostConReport.pdf

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represents the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RIGHT START: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Right Start Acquisition Company
        aka Right Start
        aka TinyRide
        aka The Right Start
        aka Blue Lava
        aka Right Start III
        aka Navigate, LLC
        aka Blue Lava Group, Inc.
        26635 Agoura Road, Suite 201
        Calabasas, CA 91302

Bankruptcy Case No.: 09-11132

Type of Business: The Debtor sells infant and baby products.

                  See: http://www.rightstart.com/

Chapter 11 Petition Date: February 3, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Hamid R. Rafatjoo, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Blvd., Ste. 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  hrafatjoo@pszjlaw.com

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
   ------                      ---------------   ------------
Google Inc.                    trade debt        $520,484
Dept. 33654
P.O. Box 39000
San Francisco, CA 94139
Tel: 650-253-000
Fax: 650-253-0001

Britax Child Safety            trade debt        $278,768
P.O. Box 79678
City Of Industries, CA
91716-9678
Tel: 707-409-1700
Fax: 707-409-1665

UPS                            trade debt        $258,989
PO Box 894820
Los Angeles, CA 90189-
4820
Tel: 800-742-5877

MacLaren USA Inc.              trade debt        $188,851

Stokke LLC                     trade debt        $178,930

Bugaboo                        trade debt        $173,640

Bob Trailers Inc.              trade debt        $157,068

Arnold Logistics LLC           trade debt        $152,983

Schottenstein Zox & Dunn       trade debt        $147,110

Graco/Newell Rubbermaid        trade debt        $136,687

Int'l Playthings Inc.          trade debt        $111,667

BabySwede LLC                  trade debt        $111,526

Sunshine Kids                  trade debt        $107,790

RP Digital Services Inc.       trade debt        $107,086

Summer Infant Inc.             trade debt        $94,799

Combi USA Inc.                 trade debt        $93,192

Halo Innovations               trade debt        $91,744

Fisher-Price Inc.              trade debt        $87,886

Orbit Baby                     trade debt        $86,619

Peg Perego USA Inc.            trade debt        $86,075

Robeez Footwear USA            trade debt        $76,693

Regal Lager Inc.               trade debt        $70,511

Recaro North America           trade debt        $70,364

ABF Freight System, Inc.       trade debt        $67,500

Windes & McClaughry            trade debt        $63,650

Sigg USA Inc.                  trade debt        $63,012

Gund Inc.                      trade debt        $62,332

Kidco Inc.                     trade debt        $58,831

Alex - Panline USA Inc.        trade debt        $57,461

The petition was signed by Kenton Van Harten, chief executive
officer.


RMF FOUR: Fitch Downgrades Rating on EUR16.450 Mil. Notes to 'CC'
-----------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
four classes from RMF Four Seasons CFO Ltd.  Fitch has assigned
Stable Rating Outlooks to three of the classes.

These rating actions are effective immediately:

  -- EUR23,500,000 class S downgraded to 'A' from 'AA'; Outlook
     Stable;

  -- EUR18,800,000 class M1 downgraded to 'BB' from 'A'; Outlook
     Stable;

  -- EUR11,750,000 class M2 downgraded to 'B' from 'BBB', Outlook
     Stable;

  -- EUR16,450,000 class M3 downgraded to 'CC' from 'B'.

The severity of losses and marked reduction in underlying fund
liquidity for hedge fund collateralized fund obligations in 2008
exceeded Fitch's original expectations.  As a result, Fitch
yesterday published a press release entitled 'Fitch Updates
Analysis for Rating Hedge Fund CFOs' which outlines the causes and
major revisions to the agency's analysis.

These rating actions are based upon actual losses in RMF Four
Seasons CFO Ltd's portfolio during 2008, the reduced liquidity
profile of RMF Four Seasons' portfolio investments, and the
application of Fitch's updated analysis.  Fitch notes that the RMF
Four Seasons fund has not gated to date.

The class S notes have benefited from paydowns on the senior
credit facility.  As well, the CFO's investment in the RMF Four
Seasons fund represents a small portion of that fund's total size.
Fitch incorporates this into its scenario analysis of the
transaction's liquidity profile.

The Stable Outlook on classes S, M1, and M2 reflect these notes'
ability to withstand sequential market value stresses and
reductions in liquidity over the next year under Fitch's updated
analysis.

The transaction is a hedge fund CFO that is managed by RMF
Investment Management - Nassau branch, a company that provides
investment management services to funds organized and sponsored by
Man Investments.  RMF Four Seasons CFO Ltd. primarily invests in
RMF fund shares through the segregated RMF platform.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance.  Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving.


RT. 41: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------
Tampa Bay Business Journal reports that Rt. 41 Manufacturing Inc.
filed for Chapter 11 bankruptcy protection on February 2.

Court documents say that Rt. 41 listed $1 million to $10 million
in assets and $1 million to $10 million in liabilities.

Tampa Bay Business relates that Daniel Fogarty, Esq., of Stichter
Riedel Blain & Prosser assists Rt. 41 in its restructuring effort.

Truss manufacturer Rt. 41 Manufacturing Inc. operates 41 Truss in
Spring Hill.  It builds roof trusses and floor trusses for use in
residential and commercial construction.  The company was founded
by Terry Bucaw in 1983 and was purchased by David Wood in 2005.


SEMGROUP LP: Gets Permission to Ink Transactions with CME Group
---------------------------------------------------------------
SemGroup L.P. and its affiliates sought and obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
enter into a shares transaction and a membership transaction with
CME Group, Inc.

CME Group is a subsidiary of the New York Mercantile Exchange,
Inc., of which SemGroup, L.P., holds two seats.  NYMEX Holdings
merged into CMEG NY, Inc., a CME Group subsidiary.  Pursuant to
the Merger Agreement, CMEG NY continues as the surviving company
and a wholly-owned subsidiary of CME Group.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, ownership of a seat represents
Class A Membership Interest in NYMEX Holdings, Inc.  As of
July 18, 2008, SemGroup owns 150,000 shares of NYMEX Holdings
common stock.

NYMEX Holdings stockholders were entitled to receive
consideration in the form of CME Group Class A common stock or
cash, and those stockholders, including SemGroup, who did not
exercise their shares election on August 20, 2008 -- the shares
transaction deadline -- were deemed to have elected cash
consideration.  On September 8, 2008, CME Group converted
SemGroup's 150,000 shares to cash, and paid $12,000,000.

Under the Merger Agreement, each owner of a Class A Membership
Interest in NYMEX Holdings was entitled to receive $750,000.
SemGroup was eligible for two memberships, aggregating
$1,500,000, which CME Group paid on October 22, 2008.

The Debtors and CME Group recognize that the Shares and
Membership Transaction are outside of the ordinary course of
business, and thus ask for the Court's permission.

No objection to the request was filed.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Producers Wants to Recover Prepetition Deliveries
--------------------------------------------------------------
In separate filings, 24 oil and gas producers ask the U.S.
Bankruptcy Court for the District of Delaware to lift the
automatic stay to allow them to recover the products they
delivered to SemGroup L.P. and its affiliates days before the
Debtors' Petition Date:

  * Red Oak Energy, Inc.
  * Wheeler Oil Company
  * Molitor Oil, Inc.
  * White Exploration, Inc.
  * Calvin Noah
  * Dunne Equities, Inc.
  * Thoroughbred Associates
  * White Pine Petroleum Corporation
  * Pickrell Drilling Company, Inc.
  * Tempest Energy Resources LP
  * Ritchie Exploration, Inc.
  * Mid-Continent Energy Corp.
  * Landmark Resources, Inc.
  * McCoy Petroleum Corporation
  * V.J.I. Natural Resources
  * Vincent Oil Corporation
  * Viking Oil Corporation
  * Viking Resources, Inc.
  * Platte Valley Oil Co., Inc.
  * Osborn Heirs Co.
  * CMX, Inc.
  * F.G. Holl Co., LLC
  * Lario Oil & Gas Co.
  * Daystar Petroleum, Inc.

The Producers assert that pursuant to state laws, based on the
prepetition sale agreements they entered into with the Debtors
and the interests filed of record on the Producers' behalf and
their royalty and working interest owners, the Producers have
perfected purchase money security interest in the Debtors' oil
and gas inventory.  In the event the oil or gas has been sold to
a second purchaser, the Producers still assert that they have a
continuing purchase money security interest in the proceeds of
the oil and gas.  The purchase money security interest is a
super-priority lien with priority over all other secured parties,
including financial lenders, the Producers contend.

The Producers also want to initiate and conclude state or federal
court proceedings to enforce a constructive trust on the oil and
gas product and execute their lien and exercise their reclamation
rights.

In the alternative, the Producers ask the Court to compel the
Debtors to provide adequate protection to protect the Producers'
interests in the oil and gas products.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Balks at Davis' Request for Contract Decision
----------------------------------------------------------
SemGas, L.P., disputes Davis Operating Company's request for the
Debtor to make a decision on the parties' executory contracts,
arguing that Davis OP has not demonstrated pressing circumstances
that justifies immediate determination whether to assume or reject
the Contracts, nor has Davis OP suffered actual harm.  SemGas
tells the U.S. Bankruptcy Court for the District of Delaware it
needs time to adequately evaluate the merits of its numerous
executory contracts.  Further, SemGas asserts that it will not be
equitable to force the Debtors to assume or reject the Contracts
before they have evaluated the value of the Contracts to the
estate of SemGas.

Accordingly, SemGas argues that Davis OP's requests should be
denied.

Davis OP asked the Court to (i) compel the SemGas to assume or
reject the executory contracts they entered into before the
Petition Date or, in the alternative, (ii) lift the automatic stay
to allow it to terminate the contracts.  The Contracts consist of:

  * a purchase and sale agreement,
  * a gas gathering agreement, and
  * a gathering system construction, ownership, and operating
    agreement.

Under the contracts, SemGas pays $1,500,000 for natural gas to
Davis OP.  SemGas also agreed to construct gathering systems to
accept gas at certain points in Oklahoma and redeliver them from
Lakeview East, the Hyde-Creager, and the Pine Hollow for Davis
OP.  SemGas and Davis OP agreed to pay their proportionate share
of all costs and expenditures of the Systems, and to receive
revenues in proportion to their ownership interest.

On behalf of Davis OP, Bradford J. Sandler, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, in Wilmington, Delaware,
relates that the Pine Hollow System did not have any assets.
However, under the Construction Agreement, SemGas agreed to
construct a facility for $7,300,000, and Davis OP agreed to
dedicate gas into the Pine Hollow System.  Davis OP also has 11
wells connected to the Hyde-Creager System, and nine wells for the
Lakeview System.

Pursuant to the Construction Agreement, in July 2008 SemGas sent
Davis OP a proposal expanding the Lakeview System for $1,234,158,
and two expansion proposals to the Pine Hollow System for
$3,968,960 and $3,490,407.

On August 15, 2008, SemGas informed Davis OP that it will not pay
its pro rata portion of costs to the Expansions.  To prevent the
Pine Hollow's wells from being stranded, Davis OP commenced the
construction of the Pine Hollow System.

Mr. Sandler asserts that Davis OP is entitled to have the Pine
Hollow Wells released from the Gas Gathering Agreement, and to
pursue its right against the assets, as set forth in the
Construction Agreement.  He alleges that Davis OP has a lien on
all amounts due, as well as rights of operator in connection with
the Contracts.

Mr. Sandler insists that SemGas should assume or reject the
Contracts, otherwise Davis OP will be severely prejudiced.  Davis
OP is in the process of completing numerous wells, and SemGas'
failure to begin its pipelines leaves the wells stranded and
unable to transfer gas products.

In the alternative, Davis OP asks the Court to lift the automatic
stay to terminate the Contracts with SemGas.  Davis OP has a
clear and unambiguous contractual right to build the pipelines if
SemGas fails to perform, Mr. Sandler maintains.

SemGas, however, argues that Davis OP has not demonstrated
pressing circumstances that justifies immediate determination
whether to assume or reject the Contracts, nor has Davis OP
suffered actual harm.  SemGas says it needs time to adequately
evaluate the merits of its numerous executory contracts.  Further,
SemGas asserts that it will not be equitable to force the Debtors
to assume or reject the Contracts before they have evaluated the
value of the Contracts to the estate of SemGas.

SemGas says it continues its efforts to stabilize its businesses
and will determine the assumption or rejection of contracts at
the appropriate time.  SemGas maintains that the automatic stay
allows the Debtors "critical breathing space" to restructure
their finances, amidst the volatility in the financial and energy
markets.

The Official Committee of Unsecured Creditors, as well as Bank of
America, as administrative agent for the prepetition secured
parties, support SemGas' objection.  BofA asserted that the Davis
OP's motion seeks to improperly elevate its rights over that of
the Agent, the prepetition and postpetition secured parties.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Semcrude Agrees to Reject W.H. Davis Swap Agreement
----------------------------------------------------------------
Semgroup L.P. and its debtor-affiliates consent to the request of
W.H. Davis Family Limited Partnership, agreeing to reject the
parties' swap agreements,
effective October 27, 2008.

Bank of America, N.A., says it does not object to the Debtors'
rejection of the swap agreements.

W.H. Davis asked the Court to compel SemCrude, L.P., to assume or
reject the prepetition agreements.  In the alternative, W.H. Davis
asked the Court to lift the automatic stay to it to terminate the
agreements.

Bradford J. Sandler, Esq., at Benesch, Friedlander, Coplan &
Aronoff, LLP, in Wilmington, Delaware, on behalf of W.H. Davis ,
said the Swap Agreements are evidenced only confirmations, and no
documents, including a master swap agreement, exist between
SemCrude and W.H. Davis.  According to Mr. Sandler, on October 27,
2008, the price for crude was at $66 per barrel, which was under
the strike price established by the Swap Agreements.  Since the
price of the crude was trading below the strike price, SemCrude
owes W.H. Davis approximately $750,000 under the Swap Agreements.

The Debtors and BofA separately reserve their rights to object to
rejection damages claims that may be asserted by W.H. Davis and
reserves all rights regarding the calculation of rejection
damages, if any, and do not concede that any amounts asserted by
W.H. Davis is correct.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SHORES OF PANAMA: Lender Forces Sale of Condominiums
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
approved auction procedures for the assets of Shores of Panama
Inc.  According to Bloomberg's Bill Rochelle, the protocol
provides for these terms:

   -- Silverton Bank NA, the holder of more than $73 million in
      first and second mortgages, has the right to bid for the
      project using its debt

   -- Competing bids are due March 4.

   -- An auction will be held on March 5.

   -- A hearing to approve the sale will take place March 6.

In September 2008, Shores of Panama filed its Chapter 11
reorganization plan with the U.S. Bankruptcy Court for the
Northern District of Florida that would pay creditors owed $113.3
million from the sales of its condominium units.  The Debtor would
seek to sell 357 condominium units during the next six years to
generate about $120 million in revenue.

Silverton Bank, however, had the right to force a sale if a
default occurs under the Court-approved debtor-in-possession
financing for Shores of Panama.

                      About Shores of Panama

Based in Spanish Fort, Alabama, Shores of Panama, Inc. owns and
manages condominiums.  The Company filed for Chapter 11 protection
on Feb. 26, 2008 (Bankr. N.D. Fla. Case No. 08-50066).  John E.
Venn, Jr., P.A., represents the Debtor in its restructuring
efforts.  The Debtor disclosed $173,568,452 in total assets and
$113,255,773 in total debts.


SMURFIT-STONE: Metso Sees EUR3 million in Receivables
-----------------------------------------------------
Helsinki, Finland-based Metso Corporation estimates that maximum
credit risk related to receivables from Smurfit-Stone Container
Corp. is about EUR3 million.  Smurfit-Stone is one of Metso's
Paper and Fiber Technology's customers in North America.

Metso says it expects the demand for paper, pulp and fiber lines
to be weak in 2009. The delivery schedules of some large paper and
board machine and fiber line projects in the order backlog have
been prolonged. In the pulp and paper industry, low capacity
utilization rates are expected to weaken the demand for Metso's
services business, particularly in North America and Europe.

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)


SOLAR COSMETIC: Liquidating Plan Goes to Creditors for Voting
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has approved the disclosure statement explaining the terms
of the Chapter 11 liquidation plan of Solar Cosmetic Labs Inc. and
its debtor-affiliate, Solar Packaging Corp.

Following the Court's approval of the Disclosure Statement, the
Debtors may now begin soliciting votes and support to the Plan.

According to Bloomberg's Bill Rochelle arranged a March 23
confirmation hearing on the Plan.

The terms of the Plan is built upon a settlement which provides
that secured lender and unsecured creditors are in line to split
up $580,000.

The Debtors sold their intellectual property -- including
trademarked logos, patents and copyrights -- to Sun & Skin Care
Research Inc. for $8,500,000.  At a July 24 auction, Sun & Skin
dwarfed The Village Suncare LLC's $4 million offer for the
Debtors' assets, Bloomberg says.  The Village Suncare was the
designated stalking-horse bidder.  Secured creditor KeyBank N.A.
got most of the proceeds, while $425,000 was allocated for
unsecured creditors.

                      About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --
http://www.bodyandearth.com/-- manufacture, markets and sells
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee is represented by Jeffrey P. Bast, Esq.
The Debtors' schedule showed total assets of $13,925,425 and total
liabilities of $50,928,780.


SOVEREIGN BANCORP: S&P Upgrades Preferred Stock Rating from 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the debt and deposit ratings of
Sovereign Bancorp, Inc., (senior to Baa1 from Baa2) and its
subsidiaries, including its lead thrift, Sovereign Bank (long term
deposits to A3 from Baa1).  In the same action, Moody's confirmed
Sovereign Bank's financial strength rating of C-.  Following the
ratings action, the outlook is negative.  This rating action
concludes the review that began in October 2008.

Moody's rating action follows Banco Santander Central Hispano's
(senior Aa1) purchase of the remaining 75.66% of Sovereign that it
did not previously own, and its planned infusion of
$1.8 billion, which is expected to be Tier 1 qualifying.  Moody's
expects this capital will augment both Tier 1 and tangible common
equity.  In upgrading the debt and deposit ratings, Moody's said
creditors and depositors will benefit from Sovereign's becoming a
wholly-owned subsidiary of Santander (financial strength rating
B), which is a larger, more broadly diversified, international
banking entity.  Moody's increased its support assumption from
Santander to Sovereign, which explains why the deposit and debt
ratings were raised.  Moody's noted the expectation of parent
support from Santander results in a two-notch lift in Sovereign
Bank's long term deposit rating.

Moody's notes that Santander's commitment to inject $1.8 billion
of capital into Sovereign would bring its capital ratios in line
with peers.  While heightened credit costs are expected in
Sovereign's portfolio concentrations, notably, commercial real
estate, home equity and indirect auto, the rating agency expects
the company's capital base to be sufficient to absorb these costs
while maintaining ratios commensurate with its current rating
level.

The negative outlook reflects the possibility that the challenging
economic environment weakens beyond Moody's current expectations,
resulting in deterioration in Sovereign's asset quality and
associated credit costs.

Moody's rating assumes that Sovereign's capital injection will
result in improvement in both Sovereign's Tier 1 Risk Based and
TCE ratios.  If this assumption is wrong, and there is not benefit
to both ratios, then negative ratings pressure would quickly
emerge.

Moody's last rating action Sovereign was on October 14, 2008, when
the debt and deposit ratings of Sovereign Bancorp and its
subsidiaries, including its lead thrift, Sovereign Bank, were
placed under review for possible upgrade.  Moody's also changed
the direction of its review of Sovereign Bank's C- bank financial
strength to direction uncertain.

Upgrades:

Issuer: Independence Community Bank

  -- Subordinate Regular Bond/Debenture, Upgraded to Baa1 from
     Baa2

Issuer: Independence Community Bank Corp.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1
     from Baa2

Issuer: Sovereign Bancorp, Inc.

  -- Multiple Seniority Shelf, Upgraded to a range of (P)Baa3 to
     (P)Baa1 from a range of (P)Ba2 to (P)Baa2

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1
     from Baa2

Issuer: Sovereign Bank

  -- Issuer Rating, Upgraded to A3 from Baa1

  -- OSO Senior Unsecured OSO Rating, Upgraded to A3 from Baa1

  -- Subordinate Regular Bond/Debenture, Upgraded to Baa1 from
     Baa2

  -- Senior Unsecured Deposit Note/Takedown, Upgraded to A3 from
     Baa1

  -- Senior Unsecured Deposit Rating, Upgraded to A3 from Baa1

Issuer: Sovereign Capital Trust I

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3

Issuer: Sovereign Capital Trust II

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3

Issuer: Sovereign Capital Trust III

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3
  -- Preferred Stock Shelf, Upgraded to (P)Baa2 from (P)Baa3

Issuer: Sovereign Capital Trust IV

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3
  -- Preferred Stock Shelf, Upgraded to (P)Baa2 from (P)Baa3

Issuer: Sovereign Capital Trust V

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3
  -- Preferred Stock Shelf, Upgraded to (P)Baa2 from (P)Baa3

Issuer: Sovereign Capital Trust VI

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3
  -- Preferred Stock Shelf, Upgraded to (P)Baa2 from (P)Baa3

Issuer: Sovereign Real Estate Investment Trust

  -- Preferred Stock Preferred Stock, Upgraded to Baa2 from Baa3

Outlook Actions:

Issuer: Independence Community Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Independence Community Bank Corp.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Bancorp, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust IV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust V

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Capital Trust VI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sovereign Real Estate Investment Trust

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Sovereign Bank

  -- Bank Financial Strength Rating, Confirmed at C-
  -- OSO Rating, Confirmed at P-2
  -- Deposit Rating, Confirmed at P-2


SPANSION INC: Names John Kispert as CEO & Director
--------------------------------------------------
Spansion Inc. has appointed John Kispert as CEO and member of the
board of directors, effective February 4.  Mr. Kispert, former
president and COO of KLA-Tencor, brings significant operational
and financial experience to Spansion.  As CEO, Mr. Kispert expects
to intensify Spansion's strategic and restructuring initiatives to
build value for the company's stakeholders, leveraging the
company's leadership in the Flash memory industry.

"As the new CEO, in addition to the strategic and restructuring
initiatives, I plan to create a winning strategy for the company
that leverages Spansion's market leadership, rich intellectual
property portfolio, and strong customer relationships," said Mr.
Kispert.  "My first priority is to ensure that Spansion
capitalizes on the company's tremendous strengths to bring value
to our stakeholders."

On January 15, 2009, Spansion said it was exploring strategic
alternatives for a sale or merger.  The company also said that it
plans to restructure its balance sheet.  The objective of the
potential strategic alternatives is to build on Spansion's
position as a leading supplier of NOR Flash memory by creating
significantly greater scale, and to provide Spansion's customers
with a broader range of more cost-effective memory solutions.  Mr.
Kispert's appointment at Spansion follows the resignation of
president and CEO Bertrand Cambou.

"We are delighted that John has joined Spansion and we are
particularly pleased that the board of directors was able to make
this appointment so swiftly following Bertrand's resignation,"
said Boaz Eitan, Spansion interim President.  "John is renowned in
the semiconductor industry as an experienced, strategic leader
with significant financial and operational acumen.  I look forward
to working closely with him during the transition to accelerate
Spansion's strategic and restructuring initiatives."

Prior to joining Spansion, Mr. Kispert served as the president and
COO of KLA-Tencor Corp., a leading semiconductor equipment
company.  During his 13 years with KLA-Tencor, Mr. Kispert held a
variety of operations- and finance-related positions, including
Chief Financial Officer.  At KLA-Tencor, Mr. Kispert played an
instrumental role in several of the company's most critical
initiatives, including operational and organizational
restructuring following the 1997 merger between KLA Instruments
and Tencor Instruments.  Before joining KLA-Tencor in 1995, Mr.
Kispert held several senior management positions with IBM.  He
received his bachelor's degree in Political Science from Grinnell
College and his MBA from the University of California, Los
Angeles.

                           About Spansion

Spansion (NASDAQ: SPSN) -- http://www.spansion.com-- is a leading
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Fitch Ratings downgraded these ratings for Spansion Inc.:

  -- Issuer Default Rating to 'C' from 'CCC';

  -- $175 million senior secured revolving credit facility (RCF)
     due 2010 to 'CC/RR3' from 'CCC+/RR3';

  -- $625 million senior secured floating rating notes due 2013
     to 'CC/RR3' from 'CCC+/RR3';

  -- $225 million of 11.25% senior unsecured notes due 2016 to
     'C/RR6' from 'CC/RR6';

  -- $207 million of 2.25% convertible senior subordinated
     debentures due 2016 to 'C/RR6' from 'CC/RR6'.

According to the TCR on Jan. 19, 2009, Moody's Investors Service
downgraded Spansion's corporate family rating and probability of
default rating to Ca from Caa2, senior secured floating rate notes
to Caa2 from B3 and senior unsecured notes to Ca from Caa3.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Spansion Inc. to
'D' from 'CCC', and the issue-level rating on Spansion LLC's
11.25% senior unsecured notes due 2016 to 'D' from 'CC'.


ST. LAWRENCE HOMES: Seeks Chapter 11 Protection from Creditors
--------------------------------------------------------------
St. Lawrence Homes, Inc., which claims to be one of the nation's
most successful homebuilders, has filed a Chapter 11 petition in
the United States Bankruptcy Court in Raleigh, North Carolina,
citing the national weakness of the residential construction and
real estate markets.

"Additionally, the company has been challenged by the tightening
of borrowing requirements placed upon it sources of operating
credit," the company said in a Feb. 2 statement posted in its Web
site.

St. Lawrence Homes said it intends to continue its operations
through this financial restructuring.  St. Lawrence Homes expects
to move quickly through the reorganization process and to emerge
from its reorganization proceedings better capitalized and
financially stronger.

St. Lawrence Homes, Inc. -- http://www.stlh.com/-- is a North
Carolina based homebuilder with additional operations in Ohio.
Founded in 1987 St. Lawrence Homes has received accolades for
quality, design and has been recognized as one of the largest
privately held builders in the country.   For more information
please contact 919-676-8980, ext. 114.

It filed for Chapter 11 on Feb. 2 (Bankr. E.D. N.C., Case No. 09-
00775).  According to Bloomberg's Bill Rochelle, the company, in
its bankruptcy petition, listed assets of $158.2 million against
debt totaling $116.4 million as of Oct. 31.


STATION CASINOS: Misses $14.6MM Bond Payment; Seeks Plan Support
----------------------------------------------------------------
Station Casinos, Inc., has elected not to make a scheduled
$14.6 million interest payment on Feb. 2, 2009.  The Company is
soliciting votes from its bondholders in favor of a restructuring
plan that the Company's equity sponsors and lead senior secured
lenders have already agreed to support.  As part of the
restructuring plan, the Company and certain affiliates are
offering the bondholders a combination of secured notes and cash
in exchange for their outstanding bonds.  The purpose of the
restructuring plan is to significantly reduce the outstanding
principal amount of indebtedness and cash interest expense of the
Company.

Under the plan, senior bondholders would get 50 cents on the
dollar while subordinate bondholders would receive 7 cents on the
dollar in new notes and 3 cents on the dollar in cash, Las Vegas
Review states.

     $244 Million Contribution from Fertitta & Colony Capital
     $350 million Cash on Hand as of January 31, 2009

The Company said that affiliates of the Fertitta family and Colony
Capital have committed, as part of the restructuring plan, to
contribute in the aggregate up to $244 million in cash if an
acceptable agreement is reached with all of the Company's lending
constituents. Members of the Fertitta family that would be
participating in this contribution of additional capital include
Frank J. Fertitta III, Chairman and Chief Executive Officer of the
Company, and Lorenzo J. Fertitta, Vice Chairman of the Company.

The Company noted that as of January 31, 2009, it had roughly
$350 million of cash on hand to pay expenses, fund operations and
maintain its business interests and properties.  The Company also
said that preliminary expectations of its financial results for
the quarter ended December 31, 2008, showed a 19% decrease in
revenues to $290 million from $358 million for the same period
in 2007 and operating losses of approximately $2 million
(excluding anticipated impairments), compared to operating losses
of $377 million for the same period in 2007 (including one-time
charges).  Adjusted EBITDA for the quarter is expected to be in
the range of $97 million to $101 million, which is a decrease in
the range of 23% to 26% compared to $132 million for the same
period in 2007.

Frank J. Fertitta III, Chairman and Chief Executive Officer of
Station, said, "We believe the proposed restructuring plan is in
the best interest of all of our constituents.  We have an
outstanding company, a loyal customer base and we believe the best
team members in the industry.  It is no secret that current
economic conditions in our country have had an adverse effect on
Las Vegas in general and the casino business in particular.
However, we believe that the steps we have taken and those we are
proposing to take will result in our company being well positioned
for the future."

                  Solicitation of Plan Acceptances;
                      Plan Votes Due March 2

The Company said it is soliciting from eligible institutional
holders of its outstanding:

   -- 6% Senior Notes due 2012,
   -- 7-3/4% Senior Notes due 2016,
   -- 6-1/2% Senior Subordinated Notes due 2014,
   -- 6-7/8% Senior Subordinated Notes due 2016, and
   -- 6-5/8% Senior Subordinated Notes due 2018,

ballots for a vote in favor of a plan of reorganization for the
resolution of outstanding claims against the Company.

If the Company obtains sufficient Acceptances of the Plan, the
Company may determine to implement the Plan by commencing a
voluntary case under chapter 11 of the U.S. Bankruptcy Code.

Pursuant to the Plan, the Holders of Old Senior Notes will receive
$400 in aggregate principal amount of 10% Second Lien Notes due
2014 issued by the Company and $100 in cash for each $1,000 in
principal amount of Old Senior Notes and Holders of Old
Subordinated Notes will receive $70 in aggregate principal amount
of 10% Third Lien Notes due 2014 issued by the Company and $30 in
cash for each $1,000 in principal amount of Old Subordinated
Notes.  The cash consideration will be funded with cash on hand
and proceeds from the sale of capital stock to, or capital
contributions made by, affiliates of certain indirect
equityholders of the Company.  Holders that submit Ballots will
also agree to support the Plan.

The New Notes will be senior obligations of the Company that are
guaranteed by the restricted subsidiaries of the Company and,
subject to required third party consents and to the extent
permitted by gaming and other applicable laws, secured by second
and third priority liens, as applicable, on all of the Company's
assets that will secure its obligations under the amended and
restated credit facility that will be put in place upon
consummation of the restructuring.

The lead lenders for the CMBS financing, the $250 million land
loan financing and the existing senior secured credit facility
have entered into plan support agreements where they have agreed,
subject to certain conditions, to support the contemplated
restructuring of debt held by the Company and its affiliates in
accordance with agreed upon terms and conditions.

Ballots for the plan of reorganization must be received by 12:00
midnight, New York City Time on March 2, 2009.

Station Casinos outlines the various series of Old Notes with
respect to which Ballots are being solicited and the consideration
that will be paid on the effective date of the Plan:

                                                           Per
$1,000 in

principal amount
                                                             of
Old Notes
                                                         ---------
-----------
                                                         Principal
                                              Principal  amount of
                                               Amount     New
Notes
                                             Outstanding issued
for   Cash
                                                as of    Old Notes
Consider-
                                             December 31,  in the
ation for
    Title of Old Notes     CUSIP/ISIN           2008       Plan
Old Notes
    -------------------    -------------    ------------ ---------
---------

    6% Senior Notes due    857689AV5 /
     2012                   US857689AV53    $450,000,000    $400
$100

    7-3/4% Senior Notes due 857689BA0 /
     2016                   US857689BA08    $400,000,000    $400
$100

    6-1/2% Senior           857689AR4 /
     Subordinated Notes     US857689AR42
     due 2014                               $450,000,000     $70
$30

    6-7/8% Senior             857689AT0 /
     Subordinated Notes     US857689AT08
     due 2016                               $700,000,000     $70
$30

    6-5/8% Senior             857689AZ6 /
     Subordinated Notes     US857689AZ67
     due 2018                               $300,000,000     $70
$30

The Plan Consideration includes payment of all accrued and unpaid
interest with respect of the Old Notes to and including the date
of payment pursuant to the Plan.  No additional payment in respect
of accrued interest will be made pursuant to the Plan.

The New Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

The Acceptance Solicitation is being made only to "qualified
institutional buyers" and to certain non-U.S. investors located
outside the United States.  The Acceptance Solicitation is made
only by, and pursuant to, the terms set forth in the confidential
solicitation statement, and the information in this press release
is qualified by reference to the confidential solicitation
statement and the accompanying Ballots.  Subject to applicable
law, the Company may amend, extend or terminate the Acceptance
Solicitation.

Documents relating to the Acceptance Solicitation will only be
distributed to Holders who complete and return a letter of
eligibility confirming that they are within the category of
eligible investors for this private offer.  Holders who desire a
copy of the eligibility letter or solicitation materials relating
to the Acceptance Solicitation should contact D.F. King & Co.,
Inc., the voting agent and information agent for the Acceptance
Solicitation, at (800) 628-8532 (Toll-Free) or (212) 269-5550
(Collect).

                Bond Payment on Subordinated Notes;
                 30-Day Grace Period Ends March 3

The Company elected not to make a scheduled $14.6 million interest
payment that was due to holders of the Company's
$450 million 6-1/2% Senior Subordinated Notes due February 1,
2014, as it launched the proposed restructuring plan to its
bondholders.  The Old 2014 Subordinated Notes provide for a 30-day
grace period which ends March 3, 2009.  While the Company is
hopeful that it will achieve a restructuring plan with its lenders
and sponsors in the near term, it can offer no assurances.  If the
interest payment is not paid or waived by the end of the grace
period, an event of default would occur which could result in an
acceleration of the Old 2014 Subordinated Notes and a consequent
cross-acceleration of virtually all of the Company's debt.

                      Results of Operations

The Company's net revenues for the fourth quarter ended
December 31, 2008 are expected to approximate $290 million, which
is a 19% decrease compared to $358 million for the same period in
2007.  Operating loss, before any recognized impairment loss is
expected to be approximately $2 million, compared to an operating
loss of $377 million for the same period in 2007 (including one-
time charges).  The Company said it is still in the process of
evaluating certain assets for impairment.  Adjusted EBITDA(1) for
the quarter is expected to be in the range of $97 million to
$101 million, which is a decrease in the range of 23% to 26%
compared to $132 million for the same period in 2007.

                         Gun Lake Project

On January 30, 2009, the United States Department of Interior
accepted approximately 147 acres of real property into trust in
Allegan County, Michigan, for the benefit of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians, a federally recognized
Native American tribe commonly referred to as the Gun Lake Tribe.
MPM Enterprises, LLC, which is 50% owned by a subsidiary of the
Company, has entered into amended and restated development and
management agreements with Gun Lake pursuant to which MPM will
assist Gun Lake in developing and operating a gaming and
entertainment facility on such property.  The timing and
feasibility of the project are dependent upon the receipt of all
necessary governmental and regulatory approvals.

                      About Station Casinos

Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada.  Station's
properties are regional entertainment destinations and include
various amenities, including numerous restaurants, entertainment
venues, movie theaters, bowling and convention/banquet space, as
well as traditional casino gaming offerings such as video poker,
slot machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Texas Station Gambling Hall & Hotel,
Sunset Station Hotel & Casino, Santa Fe Station Hotel & Casino,
Red Rock Casino Resort Spa, Fiesta Rancho Casino Hotel, Fiesta
Henderson Casino Hotel, Wild Wild West Gambling Hall & Hotel,
Wildfire Casino Rancho, Wildfire Casino Boulder, formerly known as
Magic Star Casino, Gold Rush Casino and Lake Mead Casino.  Station
also owns a 50% interest in Green Valley Ranch Station Casino,
Aliante Station Casino & Hotel, Barley's Casino & Brewing Company,
The Greens and Renata's Casino in Henderson, Nevada and a 6.7%
interest in the joint venture that owns the Palms Casino Resort in
Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.


TD AMERITRADE: S&P Raises Counterparty Credit Rating From 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on TD AMERITRADE Holding Corp. to
'BBB+' from 'BB'.  The outlook is revised to stable from positive.

The rating action follows an annual review of TDA's overall
financial profile and operating performance that included an
extensive review of the company's relationship with its
shareholder, The Toronto-Dominion Bank (TD Bank; AA-/Stable/A-1+).
"Subsequent to this review, and under S&P's group methodology
criteria, S&P considers TDA a strategically important investment
for TD Bank, and this allows for uplift to the stand-alone rating
on TDA," said Standard & Poor's credit analyst Diane Hinton.

The rating on TDA also reflects its strong franchise and brand
name and strong cash-flow generation that have helped strengthen
the balance sheet.  These attributes temper the company's high
operating leverage owing to its relatively high yet diminishing
dependence on transaction-based revenues, which are vulnerable to
capital market conditions.  The ratings are enhanced by TD Bank's
shareholding of TDA, which the banking group considers
strategically important to its U.S. strategy.

Sound organic growth and a successful acquisition strategy have
resulted in TDA's position as the largest retail broker in the
U.S. by trades per day.  The scalability of the company's trading
platform, which permits high-volume trades at low costs, has
contributed to consistently strong operating margins during the
past three years.  Although revenues are currently under pressure
as a result of the low interest and market-challenged operating
environment, TDA continues to generate strong cash flow, which has
helped improve the strength of its balance sheet.  In response to
a market-induced slowdown in revenues, TDA is taking measures to
ensure its operating performance remains consistent through this
market cycle.

In S&P's opinion, the successful integration of TD Waterhouse has
enhanced TDA's franchise value while providing the firm with a
strong shareholder with whom it can generate additional sources of
revenue.  Although TD Bank does not provide specific financial
support to TDA, S&P believes that the company's strategic
importance to the banking group means that support would be
forthcoming if this became necessary.

The stable outlook reflects S&P's opinion that TDA will weather
the current challenging environment without undue detriment to its
operating performance.  Although S&P expects some compression in
operating margins in the near term, S&P believes the company has
sufficient flexibility to withstand this without a negative effect
on the rating.  TDA's ability to sustain operating performance
throughout this market cycle could cause us to consider raising
the ratings.  Conversely, the ratings could be pressured if a
weaker market or prolonged low interest rate environment
contributes to substantially reduced earnings, or if TDA's
appetite for financial leverage increases significantly.  S&P
could also lower the ratings if TD Bank reduces its ownership in
TDA to the extent that TDA is no longer considered strategically
important.


TOUSA INC: Asks Court to Lifty Stay to Pursue LLV Action
--------------------------------------------------------
TOUSA Inc. and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of Florida to lift the automatic stay to
allow a state court action to proceed to judgment by permitting
removal, mediation, or litigation of the Court Action.

Before the Petition Date, LLV-1, LLC, and TOUSA Homes, Inc.,
entered into a Purchase Agreement and Escrow Instructions for the
sale and purchase of a real property in Henderson, Nevada, at the
Lake Las Vegas Resort.  Under the Agreement, TOUSA Homes agreed
to purchase the Lake Las Vegas Resort for $81 million.  The
Property was divided into two batches for sale, each of which had
a total purchase price allocation of $40.5 million.

The Agreement required TOUSA Homes to deposit $4,050,000 into an
escrow account.  Half of the Deposit would apply to the purchase
of the Phase One Property and the other half would apply to the
purchase of the Phase Two Property.  TOUSA Homes placed the
Deposit into an escrow account with First American and closed the
purchase on the Phase One Property in September 2005.

TOUSA Homes then began construction on the Lake Las Vegas project
and subcontracted Las Vegas Paving Corporation to provide certain
materials, labor and equipment associated with the construction
at the Lake Las Vegas project.  LLV and TOUSA Homes, however,
never closed on the Phase Two Property purchase.  Construction on
the Property has been halted.

Moreover, two litigation cases have been initiated based on the
failure to close Phase Two Property Sale and the halt of the
Phase Two construction:

  1. The LLV Action

     LLV sued TOUSA Homes due to TOUSA Homes' failure to close
     the purchase of the Phase Two Property.  Under the LLV
     Action, LLV asserts claims for money damages against TOUSA
     Homes for breach of contract, breach of the covenant of
     good faith and fair dealing, specific performance, and
     declaratory damages.  In turn, TOUSA Homes filed a response
     in the LLV Action, alleging claims against LLV for breach
     of contract, breach of good faith and fair dealing and
     specific performance.  TOUSA Homes also seeks payment of
     the Phase Two Deposit for $2,025,000.  The LLV Action was
     originally filed in the U.S. District Court for the
     District of Nevada.  TOUSA Homes has sought and obtained an
     order from the Bankruptcy Court lifting the automatic stay,
     to allow it to enter into a stipulation for the removal of
     the state court litigation and mediation.  LLV has filed an
     amended complaint with the United States Bankruptcy Court
     for the District of Nevada.

  2. The Las Vegas Paving Corp. Action

     Las Vegas Paving Corp. also commenced an action against
     TOUSA Homes, non-debtors Woodside Provence, LLC, CW Capital
     Fund One, LLC, on January 16, 2008, in the U.S. District
     Court for Clark County, Nevada.  In the State Court Action,
     Las Vegas Paving seeks payment of $1,283,773 under the
     Construction Agreement, asserting claims against the TOUSA
     Defendants for breach of contract and unjust enrichment,
     and seeks to foreclose on an asserted mechanic's lien.  In
     turn, TOUSA Homes filed a cross-complaint alleging claims
     against LLV, including a claim for $7,558,603 owed to TOUSA
     Homes for the construction work.

TOUSA Homes asserts that an expeditious resolution of the State
Court Actions is in its best interest as a prompt resolution of
the Action will afford all parties clarity and will ultimately
provide a direct benefit to its estate.  TOUSA Homes notes that
once the automatic stay is lifted with respect to the State Court
Actions, the Actions can proceed as either: (i) LLV may seek
authority to remove the State Court Action to the Nevada
Bankruptcy Court; (ii) parties to the State Court Action may
decide to enter into mediation in order to resolve the State
Court Action; or (iii) LLV may seek to lift the automatic stay so
that the parties may litigate the State Court Action and proceed
to judgment.

The Debtors maintain that the swift resolution of the State Court
Actions is the most efficient means by which to liquidate a
potential asset of TOUSA Homes' estate and obtain a potentially
favorable judgment with respect to TOUSA Homes' third-party
complaint against LLV.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Gets Go-Signal to Enter Into Cambria Marketing Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
permitted TOUSA Homes, Inc., to enter into a Cambria Marketing
Agreement with Everest Lot Opportunity Fund - Savannah, L.L.C.

TOUSA Homes and Everest entered into a prepetition option
agreement in which Everest granted to TOUSA Homes the option to
purchase lots in connection with the development of Everest's
property in North Las Vegas, Nevada.  The Nevada Property was to
be divided into 85 separate lots.  TOUSA Homes and Everest also
entered into a Construction Agreement, wherein TOUSA Homes would
construct specified improvements and perform specified work on
the Nevada Property.  Under the Construction Agreement, Everest
is required to reimburse TOUSA Homes for construction costs
according to a specified schedule.

TOUSA Homes acquired 57 of the 85 total lots.  After TOUSA Homes'
failure to acquire the remaining 28 lots under the Option
Agreement, Everest terminated the Option Agreement.  TOUSA Homes
subsequently acquired three model home lots on the Nevada
Property owned by GMAC Model Home Finance, bringing the lots it
owned to 60 lots.  TOUSA Homes has sold 51 of the TOUSA Lots to
third party purchasers.  Nine lots remain with TOUSA Homes.  Only
25 other lots owned by Everest remain unsold on the Nevada
Property.  TOUSA Homes has completed certain construction work
and as of January 13, 2009, has submitted invoices, totaling
$338,488, to Everest for payment under the Construction
Agreement.

To resolve payment of the Unfunded Construction Payments and to
potentially facilitate the sale of all remaining lots on the
Nevada Property, including the TOUSA Lots, TOUSA Homes and
Everest entered into the Marketing Agreement.  The Marketing
Agreement contemplates that TOUSA Homes will market and
ultimately construct and sell homes to third parties on the
Everest Lots.  In connection with third-party purchases, Everest
will convey the Everest Lots to TOUSA Homes in exchange for a
share of the sale price.  Everest has acknowledged and agreed
that Unfunded Construction Payments are due and owing, and will
be paid over time pursuant to the Marketing Agreement.

The salient terms of the Marketing Agreement are:

  (a) TOUSA Homes will market homes to be constructed on the
      Everest Lots, at its own expense, until all of the Everest
      Lots have been conveyed to TOUSA Homes for sale to third
      parties.  The marketing and sale will occur before the
      marketing and selling of the remaining TOUSA Lots.

  (b) TOUSA Homes, upon receipt of an offer from a third party,
      will deliver to Everest (i) a copy of the offer or
      proposed purchase agreement; and (ii) a preliminary
      revenue analysis based on the plan of the home to be
      built, the estimated net revenue from the sale and the
      estimated lot value on the estimated net revenue.

      In the event Everest fails to approve or disapprove the
      Offer within three days, Everest will be deemed to have
      disapproved the Offer and TOUSA Homes will reject the
      Offer.  If the preliminary revenue analysis reflects
      estimated net revenue at or above the minimum net revenue
      for the particular plan of the home to be constructed,
      then Everest will not be allowed to disapprove the
      Offer and will be deemed approved pursuant to the
      Marketing Agreement.

  (c) In the event Everest approves or is deemed to have
      approved an Offer, TOUSA Homes will accept the Offer
      within three days so that the Offer becomes a binding
      agreement between TOUSA Homes and third-party purchaser
      for the purchase and sale of a home by TOUSA Homes on a
      particular Everest Lot.  TOUSA Homes, however, will first
      acquire the applicable lot from Everest or else the third
      party will have no rights or claims with respect to
      Everest or the applicable Everest Lot.

  (d) In the event Everest disapproves an Offer, TOUSA Homes
      will be entitled to sell a home on any remaining TOUSA Lot
      to a third-party purchaser without any obligation
      whatsoever to offer a home to a third-party purchaser on
      another Everest Lot.  TOUSA Homes, in its discretion, may
      sell a home to a third-party purchaser on another Everest
      Lot.

  (e) With the conveyance to TOUSA Homes, TOUSA Homes will (i)
      deliver to an escrow company for recordation immediately
      after a deed against Everest, a deed securing TOUSA Homes'
      obligations with respect to payment of certain amounts
      payable, and (ii) cause a title insurance company to issue
      to Everest a CLTA standard coverage lender's policy of
      title insurance insuring the first priority lien position
      of the deed of trust on the Everest Lot.

  (f) From each third-party closing for a home on a Everest Lot,
      Everest will receive:

        (i) the actual lot value for the particular lot sold
            less a pro-rata share of the Unfunded Construction
            Payments; and

       (ii) an amount equal to 25% of the excess of actual net
            revenue over a minimum net revenue, if any, for the
            applicable home purchased.

      In no event will Everest have any obligation to pay any
      portion of the Pro-Rata Share to the extent exceeding the
      Lot Value.  For each Everest Lot, the Pro-Rata Share is
      $14,539 based on the entire amount of the Unfunded
      Construction Payments divided by the 25 total Everest
      Lots.

      From each third-party closing for a home on an Everest
      Lot, TOUSA Homes will receive:

        (i) the Pro-Rata Share;

       (ii) an amount equal to 75% of the excess of actual net
            revenue over the specified minimum net revenue, if
            any, for the particular home purchased; and

      (iii) all other sales proceeds from the third-party
            closing not distributable to Everest.

The Debtors point out that under the Marketing Agreement, TOUSA
Homes will be able to market and sell the Everest Lots on a
deeply discounted basis and collect the Unfunded Construction
Payment over time, as well as potentially receive excess profits
in connection with the sale and finished construction of homes on
the Everest Lots.  TOUSA Homes' ability to market and sell the
Everest Lots will also better enable TOUSA Homes to sell the
remaining TOUSA Lots and complete construction on the Nevada
Property, the Debtors add.  With TOUSA Homes' being solely
responsible for marketing efforts of the remaining lots on the
Nevada Property, TOUSA Homes will have sufficient control to
complete the project and recognize revenues, the Debtors aver.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Court Approves Severance Arrangements
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tribune Co. and its debtor-affiliates to implement a non-union
severance policy and comply with the union severance arrangements.

Pre-bankruptcy, the Debtors performed an in-depth analysis of
their financial performance to identify areas of improvement.  The
Debtors have implemented and continue to implement aggressive
strategic initiatives to enhance operating cash flow and mitigate
the impact of the severe economic downturn.

The Debtors have made substantial reductions in their workforce
in the past 18 months and believe to consider further workforce
reductions if current economic conditions persist.  Under the
present circumstances, the Debtors believe it would be beneficial
to establish a single non-union severance policy for all non-
union employees.

The Debtors also sought the Court's authority to continue their
performance of the Union Severance Arrangements to the extent
that some of the performance may constitute payment of prepetition
claims because some of the prepetition Collective Bargaining
Agreements quantify the amount of severance pay based
on the Union Employee's years of services.

Under the non-union severance policy, a Non-Union Employee, whose
employment is terminated by the Debtors without cause, is
eligible to receive a minimum of two weeks base pay for the first
year of service and a maximum of additional week of base pay for
every completed 12 months of service thereafter.  Severance Pay
may be paid in the form of salary continuation or a lump sum
payment.

If Severance Pay is made in the form of salary continuation,
certain benefits will continue at active employee rates for the
length of the severance period at the discretion of the Debtors'
applicable business unit.  However, if the Severance Pay is in
the form of a lump sum payment, benefits will not continue --
other than health benefits in connection with COBRA at the former
Employee's expense.  Subject to the terms of applicable sales,
commission or incentive plans, Severance Pay provided to certain
Non-Union Employees who are terminated may include monthly or
quarterly sales bonuses or commissions if viewed as part of the
Union Employee's salary.

As a condition of receiving any payments, an employee must
execute an agreement containing a waiver and general release of
claims against the Debtors, their affiliates, and employees.

The Non-Union Severance Policy is within the range of severance
benefits provided by comparable companies in the applicable
industries and believe that providing those benefits is an
important means of decreasing employee attribution and increasing
employee morale, the Debtors' proposed counsel, Kate J. Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware, tells the Court.

                      Severance under CBAs

The Debtors' Union Employees are represented by 26 local union
bargaining units.  Prior to the Petition Date, the Debtors made
payments in accordance with certain collective bargaining
agreements.  Union Employees are generally eligible to receive
approximately one week of Union Severance Pay per year of service
under a majority of the applicable CBAs, though a few of the CBAs
provide for more Union Severance Pay and some CBAs have no
provisions for Union Severance Pay at all.

The Debtors seek to make severance payments to Union Employees in
compliance with the CBAs that contain express provision providing
payments.  With regard to those CBAs that are silent, the Debtors
will comply with the bargaining obligations under the National
Labor Relations Act, over the effects of a layoff or a reduction
in force, which may include the negotiation of severance pay,
Ms. Stickles states.

The Debtors believe that failure to perform the terms of the CBAs
pertaining to Union Severance Pay would cause unrest and strain
relationships with Union Employees.

                        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)


TRIBUNE CO: Court OKs Non-Insider Incentive Programs
----------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Delaware has approve Tribune Co.'s request to
honor prepetition obligations to non-insider employee participants
under the Debtors' local and departmental incentive bonus
programs.  Mr. Rochelle said that Tribune won the right to pay as
much as $8.8 million in performance bonuses covering work before
filing for reorganization on Dec. 8.

Tribune and its affiliates currently employ 13,940 full-time and
2,450 part-time employees.  In addition to wage and commission-
based compensation, consistent with their historical practices,
the Debtors offer a substantial percentage of their employees the
opportunity to earn additional compensation through various
incentive bonus programs that are designed and administered
through the local business units and individual administrative
departments.

The Debtors said that the incentive bonus programs are designed to
reward employees for outstanding achievements based upon specific
metrics that are relevant to their employees' local or department
line of work.

The Debtors proposed to pay $2,551 per participating employee.
The Incentive Programs provide incentive bonuses to about 3,000
participating employees.

The Debtors note that the Incentive Programs are generally
divisible into three categories based on operating segment --
publishing, broadcast and entertainment, and administration.  In
the aggregate, there are 63 business units participating in the
Incentive Programs, which generally correspond to the Debtors'
eight newspapers, 24 television and radio broadcast stations, and
various administrative departments.

To continue to incentivize the participating employees, the
Debtors believe it is essential that they be permitted to honor
prepetition amounts due to the Participating Employees under the
Incentive Programs.  The Debtors currently estimate that about
$7,600,000 in unpaid incentive bonuses was accrued and owing
under the Incentive Programs.  However, the Debtors seek to pay
up to $8,800,000 due to the fact that the payouts under most of
the Incentive Programs are based on year-end, quarter-end or
month-end performance.

The Debtors' Incentive Programs are:

A. Publishing Segment Incentive Programs

     * Advertising Sales Incentive Programs
     * Circulation Sales Incentive Programs
     * Operation Department Incentive Programs
     * Other Miscellaneous Incentive Programs

B. Broadcasting and Entertainment Segment Incentive Programs

     * Advertising Sales Incentive Programs
     * Ratings-Related Incentive Programs
     * Operational and Other Incentive Programs

C. Administration Incentive Programs

     * Corporate Relations
     * Finance Service Center
     * Human Resources
     * Technology
     * Tax and Audit
     * Other Departments

                        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)


TROPICANA ENTERTAINMENT: Conservator Delays Sale of Casino
----------------------------------------------------------
The state court conservator operating the Atlantic City, New
Jersey, casino owned by Tropicana Entertainment LLC asked state
regulators for a three-month extension of the deadline for selling
the casino.

According to a report by The Associated Press, The New Jersey
Casino Control Commission earlier granted Tropicana Atlantic
City's conservator, retired New Jersey Supreme Court Justice Gary
S. Stein's request for an extension of his deadline to sell the
casino to February 4, 2009.  That was the fifth time the
commission has granted an extension.

However, Cordish Company, the designated leading bidder for
Tropicana Atlantic City, missed the deadline to reach an agreement
to purchase the casino, pressofAtlanticCity.com reported.

Justice Stein, thus, is seeking another extension of the sale of
at least three months.  He is also seeking permission to sell
Tropicana Atlantic City in a bankruptcy auction without a minimum
bid from a stalking horse if no agreement is in place with Cordish
by February 20, 2009, PAC said.

Justice Stein indicated in his petition that "Tropicana's
creditors objected to Cordish's proposed purchase price and likely
would have tried to block the sale if Cordish continued as the
leading bidder."  Meanwhile, Justice Stein said that Cordish is
"still actively engaged in the talks," according to PAC.

"We continue to be very interested and are continuing to work with
Justice Stein and the creditors," Cordish Chairman David S.
Cordish confirmed in an e-mail, PAC reported.

The NJ Commission will decide on the issue during its meeting on
February 18, 2009.  Justice Stein also stated that he "would file
for bankruptcy 'as soon as practical' following that meeting," PAC
said.

Justice Stein previously disclosed that Cordish has lowered its
initial offer of $700,000,000 in cash and notes or $575,000,000 in
cash because Tropicana Atlantic City's 2008 cash flow fell below
the projections.  "It's lower than the public numbers," Associated
Press quoted Justice Stein as saying.

Gil Brooks, representing Tropicana creditors holding a
$1,300,000,000 mortgage on the property, said that Cordish's new
offer "has come down too far," stating that "[i]t has become
unacceptable for my clients," Associated Press reported.

Kris Hansen, counsel for Tropicana unsecured creditors, said that
"accepting the reduced offer would be worse than just letting the
former owners, Tropicana Entertainment LLC, regain control of the
casino," according to Associated Press.

The AP also reported that, as the sale draws near, Tropicana is
taking steps to "freeze" the pay for employees making $50,000 and
above, capping annual wage increases at 2%, and considering laying
off more than 100 employees.

"We're working our way through a very difficult economic situation
and attempting to try to avoid layoffs. . . We're trying to do
other things like reduced work weeks and altering schedules to
keep people employed so that when the economy does improve, we'll
still have them around," Associated Press quoted casino president
Mark Giannantonio as saying.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


UNITED REFINING: S&P Puts Negative Outlook on 'B' Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the refining industry following the
completion of a sector review.  Liquidity concerns and S&P's
expectations that industry conditions could remain weak for 2009
and possibly beyond were key factors behind the rating actions.
S&P expect margins to remain thin and product demand weak.

                          Rating Actions

       Sunoco Inc. To BBB/Negative/A-3 From BBB/Stable/A-2

The negative outlook reflects S&P's concerns that refining margins
will remain weak in 2009 and possibly well beyond.  Furthermore,
Sunoco's limited ability to process disadvantaged crudes, its
geographic concentration in the highly competitive PADD I region,
and its significant near-term regulatory and required capital
expenditures place the company at a relative disadvantage.  Only
partially offsetting these concerns are the company's growing and
more stable coke and logistics business units, as well as its
moderate debt.  Despite the negative outlook on Sunoco, S&P
affirmed the 'BBB' rating and kept the stable outlook on the
company's partially owned subsidiary, Sunoco Logistics Partners
L.P.

   CITGO Petroleum Corp. To BB/Watch Neg/-- From BB/Negative/--

The CreditWatch placement reflects S&P's concerns about CITGO's
tight liquidity.  Certain technical restrictions in the company's
$450 million account receivable securitization program have
significantly restricted availability and usage.  The company is
seeking approval to amend the facility, which would allow CITGO to
considerably enhance its liquidity position.  S&P expects the
amendment to go through but, given the thin liquidity levels
currently, any delay or outcomes contrary to S&P's expectations
could leave the company vulnerable to unexpected calls on
liquidity.  S&P could lower the rating by more than one notch if
the amendment is unsuccessful or delayed further than expected.
However, if the amendment is approved as proposed, S&P could
affirm CITGO's current ratings and outlook.

      United Refining Co. To B/Negative/-- From B/Stable/--

The outlook revision reflects S&P's expectation of weak financial
performance and credit metrics for 2009 and possibly beyond.
Interest expense coverage is likely to remain weak at 2x or lower,
and adjusted debt leverage could continue to exceed 7x.  Adequate
liquidity provided primarily by its $130 million credit facility,
which was near full availability as of Jan. 12, 2009, supports the
ratings.

  Western Refining Inc. To B+/Negative/-- From B+/Watch Neg/--

The rating action reflects strong results in the second half of
2008 and S&P's expectations for improved first-quarter results
versus year-ago levels.  Hence, Western should have an adequate
covenant cushion as it continues to pursue debt reduction through
asset sales.  In particular, near-term compliance with its debt
leverage covenant, 5x as of March 31 and 4.75x as of June 30,
should be achievable.  Nevertheless, the negative outlook reflects
the potential for a downgrade if Western fails to deleverage, or
if the cushion to its Sept. 30 debt leverage covenant of 4.5x
becomes thin.

                           Ratings List

                    Outlook Action/Downgraded

                            Sunoco Inc.

                            To                  From
                            --                  ----
   Corporate credit rating  BBB/Negative/A-3    BBB/Stable/A-2

                          Outlook Action

                       United Refining Co.

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

                        CreditWatch Action

                       CITGO Petroleum Corp.

                              To                  From
                              --                  ----
  Corporate credit rating     BB/Watch Neg/--     BB/Negative/--

                      Western Refining Inc.

                             To                  From
                             --                  ----
Corporate credit rating     B+/Negative/--      B+/Watch Neg/--


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


VERSANT PROPERTIES: Cary Harrison Accuses Robert Richey of Fraud
----------------------------------------------------------------
Mark Barrett at Citizen-Times.com reports that Cary Harrison, a
minority partner in Versant Properties, LLC, has accused majority
partner Robert Richey of embezzlement.

Citizen-Times.com relates that Versant Properties has been forced
into Chapter 11 bankruptcy by its creditors.

According to Citizen-Times.com, property and legal records show
that millions of dollars have been spent on roads and other
infrastructure in Versant Properties, but only three lots have
been sold in the development, which covers almost 400 acres at the
eastern end of Baird Cove Road.  Citing the property and legal
records, Citizen-Times.com relates that the developers' unpaid
bills totaled $3.8 million.

Citizen-Times.com states that the Baird Cove development had been
planned to include 168 single-family home sites priced from
$200,000 to $1.2 million, and 200 condominiums that would cost
$450,000 to $2 million.

Travis Moon, an attorney for Mr. Harrison, told the U.S.
Bankruptcy Court for the Hon. George R. Hodges of the Western
District of North Carolina that Mr. Richey agreed to withdraw from
the project and that a Raleigh real estate consultant will be
hired to take over, Citizen-Times.com says.

Citing Mr. Moon, Citizen-Times.com reports that it hasn't been
determined whether attempts to sell lots individually will
continue or if the remaining property will be sold as one piece.

The way Mr. Richey ran Versant Properties created more problems,
Citizen-Times states, citing Mr. Harrison.

Charlotte, North Carolina-based Versant Properties, LLC's filed a
Chapter 11 bankruptcy petition against the company on Nov. 14,
2008 (Bankr. W.D. N.C. Case No. 08-10930).


VERSO TECHNOLOGIES: Plan Filing Period Extended to February 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved on Feb. 2, 2009, subject to objection by any party in
interest filed within 20 days after entry of the order, the
extension of Verso Technologies and its affiliated debtors'
exclusive periods to:

  a) file a plan through and including Feb. 27, 2009; and

  b) solicit acceptances of said plan through and including
     April 28, 2009.

This is the third extension granted to the Debtors.

The Debtors told the Court that they have concluded the sales of
the various business units and resolved the "call center"
adversary proceeding against two former employees, but dueto the
complexity of their cases, they require more time to formulate
their plan.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed total assets of $34,263,000 and total
debts of $36,657,000.


VERSO TECHNOLOGIES: Wants to Sell Certain Patents at Auction Sale
-----------------------------------------------------------------
Verso Technologies, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to sell certain Intellectual Property, free and clear of
liens, claims, and encumbrances, to the highest and best bidder at
the conclusion of a duly noticed auction sale.

The Debtors propose to sell certain United States Patents and
Patent Applications, including their foreign counterparts,
currently held by Verso Verilink, LLC, all causes of action and
enforcement rights related to the patents, and all files,
invention disclosrures and original documents related to the
Specified Patents and Patent Claims.

The Debtors have negotiated and entered into an Asset Purchase
Agreement with an initial "stalking horse" bidder for the
Intellectual Property, Advent IP LLC.  Advent IP has offered to
pay $50,000 for the purchase of the Debtors' Intellectual
Property, subject to higher and better offers at the Auction Sale.

The Debtors have proposed that the auction sale be held on
Feb. 13, 2009, at 10:00 a.m. Eastern Time, at the offices of
Scroggins & Williamson, 1500 Candler Building, 127 Peachtree
Street, N.E. in Atlanta, Georgia.

Persons intending to make a competing bid for the Intellectual
Property must submit bids in the form of a written asset purchase
agreement to the Debtors through:

     Kelakos Advisors LLC
     Attn: George Kelakosm Managing Director
     Two Sound View Drive, Suite 100
     Greenwich, CT 06830

Bids must be accompanied by an earnest money deposit in an amount
of no less than $5,000, and must also provide proof of financial
ability to close on the transaction.

Any competitive bid must also conform to the following
requirements:

(1) provide for a closing date on the sale which is no later than
    March 2, 2009;

(2) contain substantially the same (or more favorable) terms and
    conditions as those contained in the APA;

(3) not contain any due diligence conditions or a financing
    contingency;

(4) proffer a competing bid which is greater than the purchase
    price contained in the APA by at least $5,000.00; and

(5) by its terms, remain open for acceptance through the earlier
    of the closing of any transaction with a winning bidder or
    March 9, 2009;

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/-- provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed total assets of $34,263,000 and total
debts of $36,657,000.


VERSO TECHNOLOGIES: Wants to Sell Verso's US Patents for $90,000
----------------------------------------------------------------
Verso Technologies, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to sell certain Intellectual Property, free and clear of
liens, claims, and encumbrances, to the highest and best bidder at
the conclusion of a duly noticed auction sale.

The Debtors propose to sell certain United States Patents and
Patent Applications, including their foreign counterparts,
currently held by Verso Technologies, Inc., all causes of action
and enforcement rights related to the patents, and all files,
invention disclosures and original documents related to the
Specified Patents and Patent Claims.

The Debtors have negotiated and entered into an Asset Purchase
Agreement with an initial "stalking horse" bidder for the
Intellectual Property, Advent IP LLC.  Advent IP has offered to
pay $90,000 for the purchase of the Debtors' Intellectual
Property, subject to higher and better offers at the Auction Sale.

The Debtors have proposed that the auction sale be held on
Feb. 13, 2009, at 10:00 a.m. Eastern Time, at the offices of
Scroggins & Williamson, 1500 Candler Building, 127 Peachtree
Street, N.E. in Atlanta, Georgia.

Persons or entities intending to make a competing bid for the
Intellectual Property must submit bids in the form of a written
asset purchase agreement to the Debtors through:

     Kelakos Advisors LLC
     Attn: George Kelakos, Managing Director
     Two Sound View Drive, Suite 100
     Greenwich, CT 06830

Bids must be received no later than 4:00 p.m. Eastern time on
Feb. 11, 2009, together with an earnest money deposit in an amount
of no less than $9,000, and must also provide proof of financial
ability to close on the transaction.

Any competitive bid must also conform to the following
requirements:

(1) provide for a closing date on the sale which is no later than
    March 2, 2009;

(2) contain substantially the same (or more favorable) terms and
    conditions as those contained in the APA;

(3) not contain any due diligence conditions or a financing
    contingency;

(4) proffer a competing bid which is greater than the purchase
    price contained in the APA by at least $5,000.00; and

(5) by its terms, remain open for acceptance through the earlier
    of the closing of any transaction with a winning bidder or
    March 9, 2009.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/-- provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed total assets of $34,263,000 and total
debts of $36,657,000.


WACHOVIA AUTO: Fitch Affirms 'BB-' Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has affirmed Wachovia Auto Loan Owner Trust 2008-1
asset-backed notes:

  -- Class A-2a at 'AAA'; Outlook Stable;
  -- Class A-2b at 'AAA'; Outlook Stable;
  -- Class A-3 at 'AAA'; Outlook Stable;
  -- Class A-4 at 'AAA'; Outlook Negative;
  -- Class B at 'AA'; Outlook Negative;
  -- Class C at 'A'; Outlook Negative;
  -- Class D at 'BBB-'; Outlook Negative;
  -- Class E at 'BB-'; Outlook Negative.

Current loss performance is worse than originally expected and the
future, projected performance for the transactions has been
revised accordingly.  Through month 11 (the December collection
period for both transactions), 2008-1 had total delinquencies of
4.45% and cumulative net losses were at 2.44%.  Fitch has noted
that the delinquency and CNL performance of both transactions have
continued to exhibit weaker trends in recent months.

Despite higher than expected CNL and delinquencies, the cash flows
available to service the outstanding debt in the transactions
currently continues to allow credit enhancement to build on a
nominal basis for both transactions.  Fitch analyzed the
transactions incorporating stresses of the revised base case CNL
assumptions, the timing of the remaining losses and various
prepayment assumptions.  Based on the analysis, Fitch concluded
that CE is currently adequate to support the existing ratings
under Fitch's revised assumptions and therefore affirms all
classes outstanding notes.


WATERFORD GAMING: Moody's Reviews 'Caa1' Rating for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed the corporate family rating,
probability of default rating and senior unsecured notes rating of
Waterford Gaming LLC and its wholly-owned subsidiary and co-
issuer, Waterford Gaming Finance Corp., under review for possible
downgrade.  The action follows the downgrade and placement on
review for possible further downgrade of Mohegan Tribal Gaming
Authority's ratings.  The downgrade and review of MTGA's ratings
were in response to the substantial drop in MTGA's fiscal 2009
first quarter EBITDA and renewed leverage, liquidity and covenant
concerns.

Waterford's only material source of cash flows to service its debt
obligations consists of the cash distributions made by Trading
Cove Associates, a 50%-owned general partnership, which earns a 5%
relinquishment fee based on certain gross revenues of MTGA's
Mohegan Sun casino.  Beyond the Mohegan Sun casino's revenue
generation, Moody's further considers MTGA's overall credit
profile in the assessment of Waterford's ratings.  MTGA has the
ability to block all or part of the relinquishment payments to TCA
in the event of a payment or non-payment default on MTGA's senior
secured or senior unsecured debt.

During Moody's review process and in parallel with the analysis
conducted for MTGA, Moody's will assess the risk that the amount
or the timing of the relinquishment payments can be negatively
affected in the near to intermediate term by MTGA's weakening
credit profile.

These ratings were placed under review for possible downgrade:

  -- Corporate family rating at Caa1
  -- Probability of default rating at B3
  -- Senior unsecured notes rating at Caa1

The last rating action was on November 19, 2008, when Moody's
lowered Waterford's CFR to Caa1 from B1.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, Connecticut.  The Mohegan Sun casino is
owned and operated by the Mohegan Tribal Gaming Authority.


WATERFORD GAMING: S&P Downgrades Issuer Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Waterford Gaming LLC.  S&P lowered the issuer credit
rating to 'B' from 'BB-', and also placed the ratings on
CreditWatch with negative implications.

The downgrade and CreditWatch placement stem from a similar action
on Jan. 30, 2009 on Mohegan Tribal Gaming Authority (MTGA; B/Watch
Neg/--).  Waterford relies solely on distributions from MTGA,
which are linked to certain gross revenues at Mohegan Sun
(excluding those from Casino of the Wind) to service its debt
obligation.  As a result, its default risk and therefore, the
issuer credit rating, are directly linked to the default risk and
issuer rating of MTGA. The issuer rating on Waterford would never
be higher than that on MTGA.

"The CreditWatch listing reflects the link between Waterford and
MTGA," said Standard & Poor's credit analyst Melissa Long.

"We will resolve the CreditWatch listing on Waterford at the same
time S&P resolve the CreditWatch listing on MTGA," she continued.


WAVERLY GARDENS: Wants Plan Filing Period Extended to April 30
--------------------------------------------------------------
Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC, dba
Waverly Glen, asks the U.S. Bankruptcy Court for the Western
District of Tennessee to extend their exclusive period to file a
plan through and including April 30, 2009, and their exclusive
period to solicit acceptances of said plan through and including
June 29, 2009.

The current exclusivity period for filing a plan expired on
Jan. 30, 2009.

The Debtors say that they need additional time to formulate their
disclosure statement and plan of reorganization.  A consensual
resolution of its motion involving the valuation of the collateral
of First Tennessee Bank which is important in determining its plan
treatment under any plan still has not yet been attained.  In
addition, the Debtors have not yet decided on whether to seek
substantive consolidation of their two cases for purposes of
filing and voting on a plan.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC --
http://www.waverlygardens.com/-- owns and operates an independent
living facility comprised of 19 interconnected single story
modular structures on an 11.5 acre site.  Kirby Oaks Integra, LLC,
dba. Waverly Glen, owns and operates a 52 unit assisted living
facility, with Alzeheimer's unit.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., at Farris
Bobango Branan PLC, represents the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Waverly Glen filed for protection
from its creditors, it listed assets and debts of between $1
million and $10 million each.


WESTERN REFINING: S&P Puts Negative Outlook on 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the refining industry following the
completion of a sector review.  Liquidity concerns and S&P's
expectations that industry conditions could remain weak for 2009
and possibly beyond were key factors behind the rating actions.
S&P expect margins to remain thin and product demand weak.

                          Rating Actions

       Sunoco Inc. To BBB/Negative/A-3 From BBB/Stable/A-2

The negative outlook reflects S&P's concerns that refining margins
will remain weak in 2009 and possibly well beyond.  Furthermore,
Sunoco's limited ability to process disadvantaged crudes, its
geographic concentration in the highly competitive PADD I region,
and its significant near-term regulatory and required capital
expenditures place the company at a relative disadvantage.  Only
partially offsetting these concerns are the company's growing and
more stable coke and logistics business units, as well as its
moderate debt.  Despite the negative outlook on Sunoco, S&P
affirmed the 'BBB' rating and kept the stable outlook on the
company's partially owned subsidiary, Sunoco Logistics Partners
L.P.

   CITGO Petroleum Corp. To BB/Watch Neg/-- From BB/Negative/--

The CreditWatch placement reflects S&P's concerns about CITGO's
tight liquidity.  Certain technical restrictions in the company's
$450 million account receivable securitization program have
significantly restricted availability and usage.  The company is
seeking approval to amend the facility, which would allow CITGO to
considerably enhance its liquidity position.  S&P expects the
amendment to go through but, given the thin liquidity levels
currently, any delay or outcomes contrary to S&P's expectations
could leave the company vulnerable to unexpected calls on
liquidity.  S&P could lower the rating by more than one notch if
the amendment is unsuccessful or delayed further than expected.
However, if the amendment is approved as proposed, S&P could
affirm CITGO's current ratings and outlook.

      United Refining Co. To B/Negative/-- From B/Stable/--

The outlook revision reflects S&P's expectation of weak financial
performance and credit metrics for 2009 and possibly beyond.
Interest expense coverage is likely to remain weak at 2x or lower,
and adjusted debt leverage could continue to exceed 7x.  Adequate
liquidity provided primarily by its $130 million credit facility,
which was near full availability as of Jan. 12, 2009, supports the
ratings.

  Western Refining Inc. To B+/Negative/-- From B+/Watch Neg/--

The rating action reflects strong results in the second half of
2008 and S&P's expectations for improved first-quarter results
versus year-ago levels.  Hence, Western should have an adequate
covenant cushion as it continues to pursue debt reduction through
asset sales.  In particular, near-term compliance with its debt
leverage covenant, 5x as of March 31 and 4.75x as of June 30,
should be achievable.  Nevertheless, the negative outlook reflects
the potential for a downgrade if Western fails to deleverage, or
if the cushion to its Sept. 30 debt leverage covenant of 4.5x
becomes thin.

                           Ratings List

                    Outlook Action/Downgraded

                            Sunoco Inc.

                            To                  From
                            --                  ----
   Corporate credit rating  BBB/Negative/A-3    BBB/Stable/A-2

                          Outlook Action

                       United Refining Co.

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

                        CreditWatch Action

                       CITGO Petroleum Corp.

                              To                  From
                              --                  ----
  Corporate credit rating     BB/Watch Neg/--     BB/Negative/--

                      Western Refining Inc.

                             To                  From
                             --                  ----
Corporate credit rating     B+/Negative/--      B+/Watch Neg/--


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


WHITEHALL JEWELERS: Plan Filing Period Extended to April 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended on
Jan. 14, 2009, Whitehall Jewelers Holdings, Inc., and Whitehall
Jewelers, Inc.'s exclusive periods to:

  a) file a plan through and including April 20, 2009; and

  b) solicit acceptances with respect to plan, through and
     including June 22, 2009.

This is the Debtors' second extension of their exclusive
periods to file and solicit votes on a Chapter 11 plan.  In its
motion, the Debtors told the court that they will use the
requested extension to complete the wind down of their estates in
an orderly and efficient manner without the distraction, delay and
costs associated with competing plans.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/--  through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang Ziehl & Jones, LLP; Scott Rutsky, Esq., Peter Antoszyk,
Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at
Proskauer Rose LLP, represent the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC is their claims, noticing
and balloting agent.

In its schedules, Whitehall Jewelers, Inc. listed total assets of
$246,571,775 and total debts of $173,694,918.


WHITEHALL JEWELERS: Wants to Sell Unclaimed Jewelry Repairs
-----------------------------------------------------------
Whitehall Jewelers Holdings, Inc., and Whitehall Jewelers, Inc.,
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to sell almost 10,963 pieces of unclaimed jewelry
submitted for repair at the Debtor's various retail locations by
liquidation, melt, auction or any other appropriate means.  In
some cases, the jewelry repairs have been unclaimed for more than
ten (10) years.

The unclaimed jewelry consist of rings, bracelets, watches,
necklaces and other assorted jewelry items.  The Debtors estimate
that the average value per piece of jewelry at cost is
approximately $100, and thus the total estimated value of the
unclaimed repairs is approximately $1.1 million at cost.  The
Debtors tell the Court that the request to liquidate the unclaimed
repairs reduces the Debtors' costs and provides another source of
recovery for creditors.

The Debtors further ask the Court that, to the extent restrictions
on selling unclaimed jewelry exist under applicable state escheat
or abandoned property law, to permit the Debtors to proceed under
Sections 105(a) and 363(b) of the Bankruptcy Code to liquidate the
unclaimed repairs and distribute the proceeds to creditors
pursuant to a plan of liquidation or further order of the Court
without any interference from the States.


Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/--  through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang Ziehl & Jones, LLP; Scott Rutsky, Esq., Peter Antoszyk,
Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at
Proskauer Rose LLP, represent the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC is their claims, noticing
and balloting agent.

In its schedules, Whitehall Jewelers, Inc. listed total assets of
$246,571,775 and total debts of $173,694,918.


WORLDSPACE INC: Asks Court's Nod to Sell Substantially All Assets
-----------------------------------------------------------------
WorldSpace, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to approve (i) the
sale of all or substantially of the assets of WorldSpace, Inc.,
and and its debtor and non-debtor affiliates related to their
satellite radio business to the highest and best bidder at an open
auction on Jan. 26, 2009, as rescheduled, and (ii) the assumption
and assignment of certain executory contracts and unexpired leases
in connection with the sale.

There is no stalking horse bidder for the Acquired Assets.  The
sale of the Acquired Assets must be completed with one or more
successful bidders to avoid a default under the DIP Credit
Agreement.

As reported in the Troubled Company Reporter on Nov. 17, 2008, the
Court authorized the Debtors to obtain up to $13 million in
postpetition financing from a syndicate of financial institutions
including Citadel Energy Holdings LLC, Highbridge International
LLC, OZ Master Fund Ltd., and AG Offshore Convertibles Ltd. under
a secured superpriority priming debtor-in-possession facility
agreement dated Nov. 5, 2008, as amended.  The DIP Credit
Agreement provides for an amended maturity date of Jan. 29, 2009.

The sale hearing was supposed to take place on Jan. 29, 2009.
There is no report if tbids were actually submitted during the
auction.

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


XENOMICS INC: Extends Maturity of Convertible Debentures
--------------------------------------------------------
Xenomics, Inc., said it is re-structuring its 6% Convertible
Debentures issued in November 2006.

The Company has been seeking to restructure the debt owed to
holders of the Debentures, amounting to $2,170,500 in principal
originally due in November 2008, plus interest and penalties,
following various events of default and covenant breaches.

Effective January 30, 2009, the Company entered into a Forbearance
Agreement with its Debenture holders which provides for a waiver
of existing defaults and an extension of the Debenture's maturity
date to December 31, 2010.  The Company agreed to pay all accrued
interest and potential default penalties and late fees in shares
of common stock of the Company, aggregating 5,337,474 shares, and
to increase the interest rate on the Debentures from 6% to 11%,
which will also be payable in common stock.  In addition, the
Company agreed to add to its Board of Directors two new qualified
board members to be proposed by certain holders of a majority of
the Debentures.

The Company looks forward to proceeding with development of its
molecular diagnostic technology and working toward becoming
current with its SEC filings.  Despite a very challenging economic
environment, the Company strongly believes that there is a need
for its products and that the molecular diagnostic sector will
continue to grow rapidly.

                          About Xenomics

Xenomics, Inc. (Pink Sheets: XNOM) -- http://www.xenomics.com/--
is a molecular diagnostics company developing tests based on
Transrenal nucleic acids (Tr-DNA and Tr-RNA including miRNA) and
safe, simple urine collection techniques. The Company believes its
proprietary technology has a broad range of
detection/monitoring/screening applications, including prenatal
conditions, infectious diseases, tissue transplantation,
neurodegenerative disorders, various tumors, and can open
significant new markets in the molecular diagnostics field.
Currently, Xenomics is focusing on implementation of its urinary
DNA-based test for high-risk Human Papilloma Virus (HPV) and
development of other tests based on Tr-DNA and Tr-miRNA.  Xenomics
has a strong and broad IP portfolio of issued and pending patents
covering different applications of the technology for molecular
diagnostics.


YRC WORLDWIDE: Introduces YRC Brand Name for Integrated Network
---------------------------------------------------------------
YRC Worldwide Inc. disclosed on January 23, that YRC is the new
brand name for the combined Yellow Transportation and Roadway
network.  The company also confirmed that YRC is ahead of schedule
to successfully integrate its national networks by early spring.

"With more than 160 combined years of moving big shipments and
38,000 transportation professionals, YRC represents the most
collective expertise in the industry," said Bill Zollars,
chairman, president and CEO of YRC Worldwide.  "More customers
rely on YRC for large shipments than any other provider, and one
integrated network allows for even greater coverage and shipment
density.  By integrating Roadway and Yellow, we gain efficiencies
and capabilities that position us to support our customers now and
as the economy improves."

     New Brand Name and Visual Identity for Yellow and Roadway

"Back in the 1920s and '30s, Yellow and Roadway established
themselves as innovators, the companies that led the developing
transportation industry," said Greg Reid, executive vice president
and chief marketing officer for YRC Worldwide.  "Today, that
reputation for innovative excellence and heavyweight expertise
carries forward with the new brand name.  YRC expresses the
combined strength of Yellow and Roadway, and represents our
integration of networks, services and capabilities."

"The visual identity for YRC features the highly recognized and
trusted orange of Yellow and blue of Roadway," said Mr. Reid.
"Customers will still see the familiar Roadway and Yellow marks as
we transition branding elements, but they'll soon be able to
identify with YRC through customer service, sales and other
interactions."

Mr. Reid says a new customer Web site will debut soon.
Roadway.com and My.Roadway.com customers will automatically be
directed to yrc.com in early February, and MyYellow customers will
be directed to the site beginning in March.

The YRC logo can be downloaded at:

           http://www.yrcw.com/about/gallery/logos.html.

                       Integration Progress

Since October 2008, around 80 shared service centers have been
opened to manage the combined YRC network; these serve as a single
interface for Roadway and Yellow customers.  Upon completion, the
combined network will boast around 450 YRC service centers --
nearly 100 more service centers than the individual Roadway and
Yellow networks.  In major metropolitan areas around the country,
the nearest YRC facility will be 20 percent closer to customers,
enabling quicker pick-ups and deliveries, increased flexibility
and reduced emissions.

As a part of the integration process, YRC also has added more than
21,000 new direct service points.  The result is the ability to
serve more communities and provide customers with improved transit
times and additional access to services.

"Our customers are reacting very positively to the integration,"
said Mr. Zollars.  "We're delivering and will continue to deliver
on our promise to provide them with simple, flexible shipping
solutions, prompt pick-ups and greater service quality."

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received approximately
$101 million of proceeds and expects to receive approximately
$50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities.  The company previously announced
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.  The company's banking group provided waivers for the
credit facilities until mid-February 2009 to allow sufficient time
to amend the facilities and renew the ABS without a delay in
reporting the company's 2008 results scheduled for after market on
January 29, 2009.  Given that YRC canceled its tender offer in
late December and retained the $250 million of cash drawn on the
revolver in October 2008, the company expects its total debt to
exceed 3.5 times (a limit established in its credit facilities)
its trailing 12 months earnings before interest, taxes,
depreciation and amortization as of December 31, 2008.


YRC WORLDWIDE: Posts $974,392,000 Net Loss for Year Ended Dec. 31
-----------------------------------------------------------------
YRC Worldwide Inc. reported a loss per share for the fourth
quarter 2008 of $1.63, excluding impairment charges of $2.51 per
share, and for the full year 2008 a loss per share of $1.22,
excluding impairment charges of $15.70 per share.  When including
impairment, the fourth quarter loss was $4.14 per share compared
to a loss of $12.99 per share in the fourth quarter of last year
and a full year loss of $16.92 per share compared to a full year
loss of $11.17 per share in 2007.  The fourth quarter impairment
charge consisted of $141 million related to the Roadway trade name
as the company introduced a new YRC brand for the integrated
network of Yellow Transportation and Roadway.  The impairment
charge also included goodwill of $59 million at YRC Logistics.

"Our results reflect the significance of the economic recession
that has been longer and deeper than anyone anticipated," stated
Bill Zollars, Chairman, President and CEO of YRC Worldwide.
"Although we were not pleased with this level of performance, it
was consistent with our internal expectations and those of our
banking group.  The discussions with the banks are progressing
well, and we are on track to finalize an amendment by mid-
February," Mr. Zollars added.

YRC Worldwide generated $220 million of cash from operating
activities during 2008, and after accounting for net capital
expenditures of $35 million, 2008 free cash flow was
$185 million. Total debt at December 31, 2008 increased by
$127 million compared to the prior year. However, when taking into
account cash and cash equivalents of $325 million at December 31,
2008, the company's debt, net of cash, decreased by $140 million
compared to 2007.

"Even in this economic environment, we generated a significant
amount of cash and we have multiple initiatives in place that can
further improve liquidity," stated Mr. Zollars.  "We recognized
$128 million of asset proceeds in 2008 and we expect to generate
more than $250 million in 2009 from a combination of sale and
financing leaseback transactions and sales of excess facilities."

                       Segment Information

Key segment information for the fourth quarter 2008 compared to
the fourth quarter 2007 included:

   * YRC National Transportation total tonnage per day down 14.6%
     and total revenue per hundredweight, including fuel
     surcharge, down 3.6%.

   * YRC Regional Transportation total tonnage per day down about
     14%, when adjusting for the network changes in the first
     quarter 2008, and down 23.6% without adjusting for the
     network changes.  Total revenue per hundredweight, including
     fuel surcharge, down 3.5%.

Additional statistical information is available on the company's
Web site at http://www.yrcw.com/under Investors, Earnings
Releases & Operating Statistics.

                              Outlook

"Although we cannot control or even predict the economy, we have
considerable opportunities to improve our financial position while
enhancing service to our customers," stated Mr. Zollars.  "The
network integration at YRC is now on track to deliver a run-rate
of $200 million of operating income improvement by early in the
fourth quarter of 2009.  Combining this with the employee wage
reductions of around $300 million, we expect to improve our
results by more than half a billion dollars going into 2010."

                       Management Reporting

As a result of the integration efforts at YRC, the company has
made some changes in the management reporting structure.
Effectively immediately, Keith Lovetro, President of YRC Regional
Transportation, reports directly to Bill Zollars.  Mike Smid,
President of YRC National Transportation, continues to lead the
integration of Yellow Transportation and Roadway and remains
responsible for all functions of YRC Inc. Mr. Smid continues to
report to Mr. Zollars.

The company posted a net loss of $974,392,000 for the year ended
December 31, 2008, compared with a net loss of $638,381,000 for
the same period a year earlier.

A full-text copy of the company's press release and selected
financial data is available for free at:

               http://researcharchives.com/t/s?391b

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received approximately
$101 million of proceeds and expects to receive approximately
$50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities.  The company previously announced
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.  The company's banking group provided waivers for the
credit facilities until mid-February 2009 to allow sufficient time
to amend the facilities and renew the ABS without a delay in
reporting the company's 2008 results scheduled for after market on
January 29, 2009.  Given that YRC canceled its tender offer in
late December and retained the $250 million of cash drawn on the
revolver in October 2008, the company expects its total debt to
exceed 3.5 times (a limit established in its credit facilities)
its trailing 12 months earnings before interest, taxes,
depreciation and amortization as of December 31, 2008.


ZOO HF: Fitch Junks Rating on Three Classes of Notes
----------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
five classes from Zoo HF 3 plc.  Fitch has also assigned Rating
Outlooks to two of the classes.

These rating actions are effective immediately:

  -- EUR94,500,000 class A downgraded to 'BBB' from 'A'; Outlook
     Stable;

  -- EUR8,000,000 class B downgraded to 'BB' from 'BBB'; Outlook
     Stable;

  -- EUR6,500,000 class C downgraded to 'CCC' from 'BB';

  -- EUR12,500,000 class D downgraded to 'CC' from 'CCC';

  -- EUR5,500,000 class E downgraded to 'C' from 'CCC'.

The severity of losses and marked reduction in underlying fund
liquidity for hedge fund collateralized fund obligations in 2008
exceeded Fitch's original expectations.  As a result, Fitch
published a press release yesterday entitled 'Fitch Updates
Analysis for Rating Hedge Fund CFOs' which outlines the causes and
major revisions to the agency's analysis.

These rating actions are based upon actual losses in Zoo's
portfolio during 2008, its reduced liquidity profile, and the
application of Fitch's updated analysis.  Portfolio losses have
resulted in reduced relative levels of overcollateralization for
each of the rated classes.

Zoo's losses in 2008 were less than several multi-strategy
indices.  However, due to the narrow cushion between its actual
and test overcollateralization levels, it triggered a mandatory
redemption event as of the Oct. 28, 2008 measurement date.  As
such, Zoo has been redeeming its portfolio.  Fitch's analysis will
also incorporate the potential for increases in strategy and fund
concentration levels as the transaction unwinds.

The Stable Outlook on classes A and B reflect these notes' ability
to withstand sequential market value stresses and reductions in
liquidity over the next year under Fitch's updated analysis.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance.  Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving.


* FDIC Eyes Over $40 Billion Losses to Deposit Insurance Fund
-------------------------------------------------------------
Michael R. Crittenden and Jessica Holzer at The Wall Street
Journal report that the Federal Deposit Insurance Corp. has
increased its estimate for the cost of U.S. bank failures,
expecting losses to its deposit insurance fund to surpass
$40 billion over the next few years.

WSJ states that bank failures this year has eroded the FDIC's
deposit insurance fund, which declined by more than $10 billion to
$35 billion during the third quarter.  The FDIC had said that $40
billion would be the most likely cost to the fund from 2008
through 2013.

According to WSJ, FDIC is asking the Congress to increase its
credit line with the Treasury to $100 billion from $30 billion and
allow the FDIC to borrow even more in emergency situations.  WSJ
states that the Congress last increased the line of credit with
the Treasury in 1991, from $5 billion to $30 billion.  The report
says that the Financial Services Committee is discussing a
legislation that would increase FDIC's borrowing authority.

WSJ reports that the House legislation sponsored by Financial
Services Committee Chairperson Barney Frank would also make
permanent a temporary increase in the FDIC's deposit insurance
limit to $250,000, from $100,000.

FDIC is also seeking authority to impose special assessments on
bank-holding companies, WSJ relates.  Citing Mr. Bovenzi, WSJ
states that the FDIC should have authority to assess not just
insured depository institutions.

WSJ quoted FDIC Chief Operating Officer John F. Bovenzi as saying,
"The uncertain and changing outlook for bank failures and the
events of the past year have demonstrated the importance of
contingency planning to cover unexpected developments in the
financial-services industry."


* Consumer Spending and Personal Income Fall Again
--------------------------------------------------
Personal income decreased $25.3 billion, or 0.2%, and disposable
personal income (DPI) decreased $25.1 billion, or 0.2%, in
December, according to the Bureau of Economic Analysis.

Personal consumption expenditures (PCE) decreased $102.4 billion,
or 1.0%.  In November, personal income decreased $44.0 billion, or
0.4%, DPI decreased $33.9 billion, or 0.3%, and PCE decreased
$77.8 billion, or 0.8%, based on revised estimates.

Private wage and salary disbursements decreased $23.5 billion in
December, compared with a decrease of $12.1 billion in November.
Goods-producing industries' payrolls decreased $15.7 billion,
compared with a decrease of $4.4 billion; manufacturing payrolls
decreased $9.6 billion, compared with a decrease of $3.1 billion.
Services-producing industries' payrolls decreased $7.8 billion,
compared with a decrease $7.7 billion.  Government wage and salary
disbursements increased $2.3 billion, compared with an increase of
$1.7 billion.


* Record Homes Vacant at End of 2008, Home Resales Rise in Dec.
---------------------------------------------------------------
Propelled by foreclosures, a record 19 million homes were vacant
at the end of 2008, the U.S. Census Bureau said, according to
Bloomberg's Bill Rochelle.

Sales of new one-family houses in December 2008 were at a
seasonally adjusted annual rate of 331,000, according to estimates
by the U.S. Census Bureau and the Department of Housing and Urban
Development.  This is 14.7% (plus/minus 13.9%) below the revised
November of 388,000 and is 44.8% (plus/minus 10.8%) below the
December 2007 estimate of 600,000.

An estimated 482,000 new homes were sold in 2008.  This is 37.8%
(2.7%) below the 2007 figure of 776,000.

Mr. Rochelle added, citing Zillow.com, that the U.S. housing
market lost $3.3 trillion in value during 2008.  The decline,
according to him, left one in six homeowners with property worth
less than the mortgage debt.

The index of pending home resales rose 6.3% in December, the first
increase since August, according to a report from the National
Association of Realtors.  But NAR Chief Economist Lawrence Yun
says it is by no means to celebrate.  "Recall the November reading
was the lowest reading ever of the series since its creation in
2001.  Pending home sales is a leading indicator for home sales
closings by a month or two, but the January closing sales, which
will be released later in the month, are hard to predict given the
very weak November pending sales and some partial rebound in
December."


* Realtors Welcome Renewed Efforts Towards Housing Stabilization
----------------------------------------------------------------
the National Association of Realtors(R) said that Congress and the
U.S. Department of the Treasury must enact legislative and
regulatory priorities to stabilize the housing market and help
stop the U.S. financial market's rapid deterioration, and on
Friday, five freshman U.S. senators took decisive action toward
this goal.

"For months the National Association of Realtors(R) has urged the
importance of stabilizing the housing market to help the nation's
economic future," said NAR President Charles McMillan. "Although
steps have been taken, the focus has not been on housing in the
way it needs to be. We thank and congratulate five of our
country's newest senators for their leadership in pushing for
decisive action to, in their words, 'restore vigor to our nation's
slumping housing industry.'"

Last November, NAR presented a four-point plan developed to spur
home sales and stem the rapid rise in foreclosures by lowering
mortgage interest rates and unclogging the credit market,
extending the home buyer tax credit, making the increased loan
limits permanent, and increasing liquidity in the both the
commercial and residential real estate market.

On Friday, Sens. Jeanne Shaheen, N.H., Kay Hagan, N.C., Mark
Udall, Colo., Tom Udall, N.M., and Mark Begich, Ark., called for
their Senate colleagues to focus on housing in the American
Recovery and Reinvestment Tax Act of 2009, S. 1, and to expand the
home buyer tax credit through the end of 2009. In a letter to
their colleagues, the senators noted that the housing industry has
long been the engine that drives our economy and recommended
extending the tax credit until the end of 2009 to encourage
aspiring and qualified home buyers to come off the sidelines and
significantly reduce the nation's high housing inventory.

NAR agrees with and supports the senators' actions and vows to
work with Congress and the administration to establish strong
housing legislation that will help bring stability to home values,
prevent foreclosures and put the U.S. economy on the road to
recover


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Peta Veronica Shaw
   Bankr. N.D. Ga. Case No. 09-61493
     Chapter 11 Petition filed January 21, 2009
        Filed as Pro Se

In Re SGBD Restaurant 1 LLC
      dba Cafe Z Epicerie
      dba Cafe Z Restaurant
   Bankr. N.D. Calif. Case No. 09-10161
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/canb09-10161p.pdf
        See http://bankrupt.com/misc/canb09-10161c.pdf

In Re Senor Bagel, Inc.
   Bankr. S.D. N.Y. Case No. 09-22115
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/nysb09-22115.pdf

In Re RS SONGBIRD LLC
   Bankr. D. Ariz. Case No. 09-01432
     Chapter 11 Petition filed January 28, 2009
        Filed as Pro Se

In Re Markopulos, Samuel J.
      aka Markopulos, Sam J.
      Karen K. Markopulos
   Bankr. M.D. Fla. Case No. 09-01383
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/flmb09-01383.pdf

In Re Parmesh N. Dixit PC
   Bankr. N.D. Ga. Case No. 09-62064
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/ganb09-62064.pdf

In Re Borton, Lindie Kaye
   Bankr. D. Idaho Case No. 09-00196
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/idb09-00196.pdf

In Re Burnett, James D.
      aka Jim Burnett
      dba Burnett Farms
      Christine K. Burnett
      aka Christine Nehring-Burnett
      dba Burnett Farms
   Bankr. N.D. Ill. Case No. 09-70217
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/ilnb09-70217.pdf

In Re Dalton's Auto Body, Inc.
   Bankr. S.D. Ind. Case No. 09-00807
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/insb09-00807.pdf

In Re Machinery Maintenance Specialists, Inc.
   Bankr. E.D. Mich. Case No. 09-42060
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/mieb09-42060.pdf

In Re Cedar Canyon Lodge, Inc.
   Bankr. D. Nev. Case No. 09-11125
     Chapter 11 Petition filed January 28, 2009
        Filed as Pro Se

In Re Moore, Samuel A.
      Moore, Laurie A.
   Bankr. W.D. Pa. Case No. 09-20512
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/pawb09-20512.pdf

In Re N-Touch Wireless, Inc.
      aka Downtown Title Loan, Inc.
   Bankr. W.D. Tenn. Case No. 09-20934
     Chapter 11 Petition filed January 27, 2009
        See http://bankrupt.com/misc/tnwb09-20934.pdf

In Re Suncrest Growers, Inc.
   Bankr. E.D. Tex. Case No. 09-40221
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/txeb09-40221.pdf

In Re Mark Higley Construction, L.C.
   Bankr. D. Utah Case No. 09-20659
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/utb09-20659.pdf

In Re Oceanside Executive Transportation, LTD
   Bankr. E.D. Va. Case No. 09-70327
     Chapter 11 Petition filed January 28, 2009
        Filed as Pro Se

In Re Boulevard Enterprises, LLC
   Bankr. W.D. Wash. Case No. 09-10627
     Chapter 11 Petition filed January 28, 2009
        See http://bankrupt.com/misc/wawb09-10627.pdf

In Re Contemporary Imports LLC
   Bankr. D. Ariz. Case No. 09-01507
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/azb09-01507.pdf

In Re Menold, Herbert Roscoe
   Bankr. C.D. Calif. Case No. 09-10690
     Chapter 11 Petition filed January 29, 2009
        Filed as Pro Se

In Re Luna, Raul
   Bankr. E.D. Calif. Case No. 09-90222
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/caeb09-90222.pdf

In Re Rubio, Robert Tutaan
      Rubio, Lucila Alcid
   Bankr. S.D. Calif. Case No. 09-00915
     Chapter 11 Petition filed January 29, 2009
        Filed as Pro Se

In Re The Picture Factory of Boynton Beach, Inc.
   Bankr. M.D. Fla. Case No. 09-01482
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/flmb09-01482.pdf

   In Re  The Picture Factory of Ft. Myers, Inc.
      Bankr. M.D. Fla. Case No. 09-01483
        Chapter 11 Petition filed January 29, 2009

In Re Stanton Chruch Furniture Company, Inc.
   Bankr. N.D. Fla. Case No. 09-50044
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/flnb09-50044.pdf

In Re Camelot Club Condominium Association, Inc.
   Bankr. N.D. Ga. Case No. 09-62256
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/ganb09-62256.pdf

In Re Lake Fork Lodge, LLC
   Bankr. D. Idaho Case No. 09-00219
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/idb09-00219.pdf

In Re Speedy B's, Inc.
   Bankr. C.D. Ill. Case No. 09-90133
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/ilcb09-90133.pdf

In Re Huckleberry I, Ltd.
   Bankr. E.D. Mich. Case No. 09-42091
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/mieb09-42091.pdf

In Re Atlas, Inc.
   Bankr. W.D. Mo. Case No. 09-40371
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/mowb09-40371.pdf

In Re Talon Electric LLC
   Bankr. D. Nev. Case No. 09-11186
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/nvb09-11186.pdf

In Re LLKM, Inc.
   Bankr. E.D. N.Y. Case No. 09-40652
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/nyeb09-40652.pdf

In Re NHLA
   Bankr. E.D. N.Y. Case No. 09-40653
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/nyeb09-40653.pdf

In Re Conroy, Timothy W.
      aka Shareholder, Direct. and Officer of
          TW Conroy & Associates, Inc.
      dba House Of Conroy, Inc.
      dba My Sister The Lister, Inc.
      aka Member Of TW Conroy & Associates, LLC
      fka Partner of Dean Conroy
   Bankr. N.D. N.Y. Case No. 09-30198
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/nynb09-30198.pdf

In Re Seaway Island Rental Inc.
   Bankr. N.D. N.Y. Case No. 09-30196
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/nynb09-30196.pdf

In Re Gibson Pest Control, Inc.
   Bankr. W.D. N.C. Case No. 09-10086
     Chapter 11 Petition filed January 29, 2009
        See http://bankrupt.com/misc/ncwb09-10086.pdf


In Re Volo, Richard A.
   Bankr. D. Conn. Case No. 09-30203
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/ctb09-30203.pdf

In Re Home Sweet Home U.S.A. Inc.
   Bankr. N.D. Ga. Case No. 09-62375
     Chapter 11 Petition filed January 30, 2009
        Filed as Pro Se

In Re Cason, John
   Bankr. W.D. La. Case No. 09-50096
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/lawb09-50096.pdf

In Re Roberts, Scott G.
   Bankr. D. Mass. Case No. 09-10702
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/mab09-10702.pdf

In Re Malinowski, John
      Malinowski, Marcella A.
   Bankr. D. Md. Case No. 09-11465
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/mdb09-11465.pdf

In Re McKittrick, Leon
   Bankr. D. Nev. Case No. 09-11241
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/nvb09-11241.pdf

In Re Kings Mill Grading, LLC
   Bankr. E.D. N.C. Case No. 09-00700
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/nceb09-00700.pdf

In Re All American Karate Academy, Inc.
   Bankr. D. N.J. Case No. 09-12120
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/njb09-12120.pdf

In Re Platinum Steaks, Inc.
      dba Prime & Beyond
   Bankr. D. N.J. Case No. 09-12103
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/njb09-12103.pdf

In Re Pianombrosa LLC
   Bankr. S.D. N.Y. Case No. 09-22138
     Chapter 11 Petition filed January 30, 2009
        Filed as Pro Se

In Re PEDRO RAFAEL ASENCIO VARGAS
      aka PEDRO R. ASENCIO
      aka PDERO ASENCIO VARGAS
      MARIA ROSA SANTIAGO GALARZA
      aka MARIA R. SANTIAGO
   Bankr. D. P.R. Case No. 09-00557
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/prb09-00557.pdf

In Re Valdez, Lawrence Joseph
      aka Valdez, Joe
   Bankr. M.D. Tenn. Case No. 09-00974
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/tnmb09-00974.pdf

In Re 501 Maple Ridge, Ltd.
   Bankr. S.D. Tex. Case No. 09-30569
     Chapter 11 Petition filed January 30, 2009
        See http://bankrupt.com/misc/txsb09-30569.pdf

In Re Texas Modular Homes, Inc.
      dba Eagle Creek Homes
   Bankr. W.D. Tex. Case No. 09-10203
     Chapter 11 Petition filed January 30, 2009
        Filed as Pro Se

In Re Roballo, Martha Lucia
   Bankr. E.D. Va. Case No. 09-10691
     Chapter 11 Petition filed January 30, 2009
        Filed as Pro Se

In Re Avalon CMG, LLC
   Bankr. D. Ariz. Case No. 09-01739
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/azb09-01739.pdf

In Re TRADERS CLUB
      dba ANGELS HEAVEN RELAXATION SPA
      dba JIFFY PAY JOHN LAVOIE
   Bankr. D. Ariz. Case No. 09-01758
     Chapter 11 Petition filed February 2, 2009
        Filed as Pro Se

In Re Passive Components, Inc.
   Bankr. C.D. Calif. Case No. 09-10822
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/cacb09-10822.pdf

In Re Sarvak, Brian
   Bankr. C.D. Calif. Case No. 09-10833
     Chapter 11 Petition filed February 3, 2009
        Filed as Pro Se

In Re Kim, Savinh
   Bankr. N.D. Calif. Case No. 09-50676
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/canb09-50676p.pdf
        See http://bankrupt.com/misc/canb09-50676c.pdf

In Re Eisler, Fred J.
      dba Land O'Lakes Sand & Gavel
      dba F.J. Eisler Tractor Service
   Bankr. M.D. Fla. Case No. 09-01933
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/flmb09-01933.pdf

In Re Island Jewel Travel Tours & Services Inc.
   Bankr. M.D. Fla. Case No. 09-01168
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/flmb09-01168.pdf

In Re Rolling in Dough Cookie Company
      dba Great American Cookies
      fka Great American Cookie Company
      fka Pretzel Time
      fka Great American Chocolate Cookie Company
      fka The Original Great American
          Chocolate Chip Cookie Company
   Bankr. M.D. Fla. Case No. 09-01974
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/flmb09-01974p.pdf
        See http://bankrupt.com/misc/flmb09-01974c.pdf

In Re Kriscor Corporation
   Bankr. N.D. Ill. Case No. 09-03299
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/ilnb09-03299.pdf

In Re Dupan Bakery, Inc.
   Bankr. D. N.J. Case No. 09-12596
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/njb09-12596.pdf

In Re Booth, Phillip Barkley
      aka Phil Booth
   Bankr. E.D. N.Y. Case No. 09-11884
     Chapter 11 Petition filed February 3, 2009
        Filed as Pro Se

In Re Fulton Street Holding Corp.
   Bankr. E.D. N.Y. Case No. 09-40777
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/nyeb09-40777.pdf

In Re Yair Israel Babayoff
      aka Yaher Israel Babayoff
   Bankr. E.D. N.Y. Case No. 09-40780
     Chapter 11 Petition filed February 3, 2009
        Filed as Pro se

In Re Feheley, David R.
   Bankr. N.D. N.Y. Case No. 09-10296
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/nynb09-10296.pdf

In Re 15 E. 204 Street Realty Corp.
   Bankr. S.D. N.Y. Case No. 09-22147
     Chapter 11 Petition filed February 2, 2009
        Filed as Pro Se

In Re Fil Franck Tours, Inc.
   Bankr. S.D. N.Y. Case No. 09-10484
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/nysb09-10484.pdf

In Re BMGHall, LLC
   Bankr. N.D. Tex. Case No. 09-30763
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/txnb09-30763.pdf

In Re BMGI LV Properties, Ltd.
   Bankr. N.D. Tex. Case No. 09-30766
     Chapter 11 Petition filed February 3, 2009
        See http://bankrupt.com/misc/txnb09-30766.pdf

In Re Curtis & Trocard, P.C.
      dba Allcare Injury Clinic
   Bankr. N.D. Tex. Case No. 09-30732
     Chapter 11 Petition filed February 2, 2009
        See http://bankrupt.com/misc/txnb09-30732.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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,
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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