TCR_Public/090210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 10, 2009, Vol. 13, No. 40

                            Headlines


110 GREEN: Case Summary & Eight Largest Unsecured Creditors
ACCENTIA BIOPHARMA: May Use Cash Collateral Until February 11
AGRIPROCESSORS INC: Executive Released on House Arrest
ALLIED CAPITAL: $200 Million Lien on Ciena Opposed
AMERCO: S&P Changes Outlook to Negative; Affirms 'BB' Rating

AMERICAN AIRLINES: Reports January Traffic; 11.7% Down
ANTIOCH CO: Emerges From Chapter 11 Bankruptcy
ASARCO LLC: Creditors to Get Cents on Dollar, Says Grupo Mexico
ASARCO LLC: Hearing on AMC Claim Cancelled; FCR & Panel Comment
ASARCO LLC: Won't Reopen El Paso Copper Smelter Plant

AUTOBACS STRAUSS: Taps Epiq Bankruptcy as Claims & Noticing Agent
AVIZA TECHNOLOGY: Failure to Pay Loan Raises Going Concern Doubt
BANC OF AMERICA: Performance Pressures Cue Fitch's Rating Cuts
BERNARD L. MADOFF: Reaches Partial Settlement With SEC
BOMBAY CO: Judge Lynn Agrees on Stub Rent Admin. Claims

BOWNE & CO: Moody's Downgrades Corporate Family Rating to 'B1'
BRUNO'S SUPERMARKETS: Section 341(a) Meeting Slated for March 10
CANWEST GLOBAL: Explores Sale, Other Options for 5 TV Stations
CHARYS HOLDING: Seeks March 2 Extension to File Plan
CHRYSLER LLC: Gov't Hires Cadwalader & Sonnenschein as Advisers

CHRYSLER LLC: May Be Put in Bankruptcy to Protect U.S. Loans
CIENA CAPITAL: Creditors Sue to Invalidate Allied $200MM Lien
CINCINNATI BELL: Freezes Pension Credits & Contributions
CINCINNATI BELL: Earns $107 Million in 2008
CITIGROUP INC: Unit Faces Fraud Charges by American Eagle

CLARIENT INC: Issues Performance Update to Shareholders
CLEAR CHANNEL: Moody's Reviews B2 Ratings for Possible Downgrade
COLONIAL BANCGROUP: DBRS Cuts All Ratings to "BB" From "BBB"
CONTECH LLC: May Borrow $7.2 Million on Interim Basis
COSTA BONITA: Case Summary & 20 Largest Unsecured Creditors

CRESCENT OIL: Files for Chapter 11 Bankruptcy Protection
CRESCENT OIL: Case Summary & 20 Largest Unsecured Creditors
DETROIT PUBLIC SCHOOL: Moody's Cuts Rating on $7.9M Bonds to 'Ba2'
DRYSHIPS INC: Has Preliminary Pact With Bank for Covenant Waiver
EDUCATION RESOURCES: Seeks to Terminate BofA Student Loan Pacts

EDUCATION RESOURCES: Seeks to Terminate BofA Student Loan Pacts
EDGE PETROLEUM: Bankruptcy Still Likely; Defers $19MM Payment
EMERSON REINSURANCE: Moody's Keeps 'Ba2' Rating on $130MM Notes
ENBRIDGE ENERGY: DBRS Confirms Jr. Sub. Notes Rating at "BB"
EPICEPT CORP: Initiates Public Offering of $25 Million Sr. Notes

FAIRFIELD POINT: Voluntary Chapter 11 Case Summary
FANNIE MAE: Amends Bylaws to Include FHFA Role as Conservator
FENWAL INC: S&P Puts 'B' Corporate Rating on Negative CreditWatch
FIRST METALS: Has Until March 23 to File Bankruptcy Exit Plan
FLUID ROUTING: $12-Mil. Loan by Affiliate Requires Sale in 35 Days

FORD MOTOR: DBRS Finds Liquidity Sufficient Over Medium-Term
FOUNTAIN POWERBOAT: Covenant Violation Raises Going Concern Doubt
FREESCALE SEMICONDUCTOR: Files Amendment to 2007 Annual Report
GENERAL MOTORS: May Be Put in Bankruptcy to Protect U.S. Loans
GENERAL MOTORS: Names Robert Lutz as Advisor, to Leave Year-End

GENERAL MOTORS: Gov't Hires Cadwalader & Sonnenschein as Advisers
GMAC LLC: DBRS Maintains Junk Ratings Under Review
GREEKTOWN HOLDINGS: Authorized to Borrow Additional $46 Million
HCS-CUTLER INC: Voluntary Chapter 11 Case Summary
HEARTLAND AUTOMOTIVE: Officially Emerges from Chapter 11

HIT ENTERTAINMENT: S&P's Junks Rating Due to Unsustainable Debt
HOLOGIC INC: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
HUMAN TOUCH: S&P Downgrades Corporate Credit Rating to 'CC'
INSIGHT ENTERPRISES: To Restate 2007 Earnings Report
INTEGRA TELECOM: Moody's Junks Rating on Too Much Debt

INTERLAKE MATERIAL: Hires Auctioneer for Remaining Assets
INTERMET CORP: Plan Filing Period Extended to April 30
ITSA INTERCONTINENTAL: NY Court Grants Chapter 15 Protection
JACOBS ENTERTAINMENT: Moody's Affirms Corp. Family Rating to 'B2'
JAMES NELSON: Voluntary Chapter 11 Case Summary

JEFFREY MCCUNE: Case Summary & 20 Largest Unsecured Creditors
JESUS CRUZ: Voluntary Chapter 11 Case Summary
JOLLY PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
JOHN WELLS JR: Voluntary Chapter 11 Case Summary
KEY PLASTICS: Court Confirms Chapter 11 Plan

LAM RESEARCH: Decline in Sales Prompt S&P to Cut Rating to 'BB-'
LANDSBANKI ISLANDS: NY Court Grants Chapter 15 Protection
MACY'S RETAIL: DBRS Cuts Sr. Unsec. Debt & CP Ratings to "BB"
MANTIFF CHEYENNE: Files for Chapter 11 Bankruptcy Protection
MARIA FONDAL: Voluntary Chapter 11 Case Summary

MARK KUZEL: Voluntary Chapter 11 Case Summary
MATTRESS DISCOUNTERS: Court Dismisses Chapter 11 Case
MCCLATCHY COMPANY: Fitch Junks Issuer Default Rating from 'B-'
MCCLATHY CO: S&P Slashes Ratings to CCC+; 6th Cut in 22 Months
MERISANT WORLDWIDE: Section 341(a) Meeting Slated for February 25

MRU HOLDINGS: Defaults Under Merrill Lynch Loan Agreement
MRU HOLDINGS: Files Voluntary Chapter 7 Petition in Manhattan
MUELLER PRODUCTS: S&P Gives Neg. Outlook; Affirms 'BB-' Rating
NELNET INC: Moody's Confirms 'Ba1' Senior Unsecured Rating
NEW CENTURY ENERGY: Judge Steen Denies Motion to Sell Assets

NEW CENTURY ENERGY: May Use Laurus Cash Collateral Until March 20
NINE WISCONSIN: Files for Chapter 11 Bankruptcy Protection
NOBLE BUILDING: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Authorized to Pay $127 Mil. to Customers
NORTEL NETWORKS: To Reduce Global Workforce to Address Cash Burn

NORTHLAKE FOODS: Florida Court Confirms Chapter 11 Plan
NORTHWEST AIRLINES: Court Denies Success Fee to Lazard
NOVA CHEMICALS: DBRS Assigns "B" Issuer Rating, Outlook Negative
NOWLIN AGENCY: Voluntary Chapter 11 Case Summary
OP1-RENO LP: Voluntary Chapter 11 Case Summary

PALACIO GATE: Voluntary Chapter 11 Case Summary
PALM BLUFF: Voluntary Chapter 11 Case Summary
PASADERA COUNTRY: Case Summary & 20 Largest Unsecured Creditors
PIAZZA SAN: Case Summary & 20 Largest Unsecured Creditors
PORTOFINO OFFICE: Voluntary Chapter 11 Case Summary

POST OAK-ROBINSON: Voluntary Chapter 11 Case Summary
RED SHIELD: Wants Plan Exclusivity Period Extended to February 23
RENEW ENERGY: Section 341(a) Meeting Set for March 6 in Wisconsin
RESIDENTIAL CAPITAL: DBRS Keeps Junk Ratings Under Review
S & K FAMOUS: Case Summary & 20 Largest Unsecured Creditors

SALLY BEAUTY: Dec. 31 Balance Sheet Upside Down by $725.9 Million
SCIVANTA MEDICAL: Weiser LLP Raises Going Concern Doubt
SELKIRK COGEN: Moody's Downgrades Senior Secured Rating to 'Ba1'
SERVICEMASTER COMPANY: Moody's Affirms 'B2' Corp. Family Rating
SGB ACQUISITIONS: Voluntary Chapter 11 Case Summary

SHANE CO: Posts $29.3 Million Net Loss in Fiscal 2008
SIRIUS XM: Charles Ergen Reiterates Interest in Acquiring Firm
SMITTY'S BUILDING: Court Initially OKs FTI as Financial Advisor
SMITTY'S BUILDING: Court OKs Venable LLP as Bankruptcy Counsel
SMITTY'S BUILDING: Section 341(a) Meeting Slated for February 25

SMURFIT-STONE: DBRS Downgrades to D on Bankruptcy Filing
SOUTHERN STAR: Voluntary Chapter 11 Case Summary
SPECTRUM BRANDS: Delays 10-Q Filing Due to Chap. 11 Negotiations
SPECTRUM BRANDS: Disclosure Statement Hearing Slated for March 19
SPECTRUM BRANDS: Seeks to Limit Equity Trading to Preserve NOLs

SPECTRUM BRANDS: Court Approves Logan & Co. as Claims Agent
SPECTRUM BRANDS: Gets Court OK to Hire FBG as Solicitation Agent
SPOHNTOWN CORP: Case Summary & 18 Largest Unsecured Creditors
ST VINCENTS CATHOLIC: Files Post-Confirmation Status Report
STATEWIDE HEALTHCARE: Voluntary Chapter 11 Case Summary

SWAMP FOX: Voluntary Chapter 11 Case Summary
SUN COUNTRY: Seeks June 6 Extension of Plan Filing Deadline
TARRAGON CORP: Three Units' Chapter 11 Voluntary Case Summary
TEASLEY PARK: Voluntary Chapter 11 Case Summary
TECK COMINCO: Moody's Cuts Rating to 'Ba3' on High Debt Levels

TEKOIL & GAS: Gets Final OK to Use Cash Collateral; Incur Debt
TEXAS SOUTHERN UNIVERSITY: Moody's Affirms 'Ba3' Rating on Bonds
THOMAS MURPHY: Voluntary Chapter 11 Case Summary
TRONOX INC: Court Approves Revised $100 Million Loan

TRONOX INC: PPG Industries Seeks to Set Off $340,000 Debt
TRONOX INC: 3 Suppliers Seek to Recover $598,000 in Deliveries
TRONOX INC: K. Green & G. Pittman Step Down as Officers
TROPICANA ENTERTAINMENT: Court Approves Butera Employment Deal
TROPICANA ENTERTAINMENT: Hires Anderson for Brand Makeover
TROPICANA ENTERTAINMENT: Conservator to Auction Casino on Feb. 20

UNIFI INC: Posts $9.1 Million Net Loss for Quarter Ended Dec. 28
VERASUN ENERGY: Feb. 10 Hearing on 7 Units' Bid to Obtain Funding
VERASUN ENERGY: ASA Debtors' $20MM Loan Approved on Final Basis
VERASUN ENERGY: Files List of Corn Supply Pacts to be Rejected
VERASUN ENERGY: GE Railer Balks at Bid for $23.5MM Admin Claim

WARNER MUSIC: Dec. 31 Balance Sheet Upside Down by $41 Million
WASHINGTON MUTUAL: Court Instructs Deposit of $55MM for IRS
WASHINGTON MUTUAL: Drops Bid to Transfer $4-Billion Deposit
WASHINGTON MUTUAL: Gets Extension of Lease Decision Deadline
WASHINGTON MUTUAL: Appaloosa Amends Stock Ownership Statement

WESTAFF INC: Gets Another $500,000 Advance From DelStaff
WILLIAM DEL BIAGGIO: Pleads Guilty to Fraud
WIRELESS AGE: Bankrupt Units' Assets for Sale; Bids Due Feb. 20
WISCONSIN STEEL: Files for Chapter 11 Bankruptcy Protection
WOOD HOLLOW: Voluntary Chapter 11 Case Summary

WORCESTER RESTAURANT: Files for Chapter 11 Bankruptcy Protection
WORLDSPACE INC: Auction Rescheduled for February 23

* DBRS Says Canada's 2009 Budget Manageable but Risks Remain
* Fitch Puts Ratings on 3 Auto-Dealers Notes on Negative Watch
* Job Losses Exceed 500,000 for 3rd Straight Month

* Appeals Court Rules that Termination Payment is a Preference
* Bankruptcy Can't Be Litigation Tactic Solely

* Large Companies With Insolvent Balance Sheets


                            *********

110 GREEN: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 110 Green St. Development LLC
        134 Broadway, Suite 505
        Brooklyn, NY 11211

Bankruptcy Case No.: 09-40860

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Green Managers LLC                                 09-40861

Chapter 11 Petition Date: February 5,2009

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Kevin J. Nash, Esq.
                  KJNash@finkgold.com
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax : (212) 422-6836

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Green Street Developers LLC                      $2,168,350
119 Lorimer St.
Brooklyn, NY 11206

Y&Y Green Street                                 $1,513,899
390 Berry - Suite 200
Brooklyn, NY 1121

Gomlai Tovos                                     $500,000
126 Hewes St.
Brooklyn, NY 1121

JS Green LC                                      $400,000

Lazer Nussenczweig                               $333,757

Mdyelna LLC                                      $270,000

Greater Broadway Realty Inc.                     $65,000

Hagefen LLC                                      $65,000

The petition was signed by Joel Schwartz, managing member of
JS Green LLC.


ACCENTIA BIOPHARMA: May Use Cash Collateral Until February 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized on Feb. 3, 2009, Accentia BioPharmaceuticals, Inc. et
al., to continue using Cash Collateral from Jan. 7, 2009, and
continuing through and including Feb. 11, 2009, to pay ordinary,
necessary and reasonable operating expenses incurred by the
Debtors in connection with the operation of their businesses.

The authority shall be only for the purposes and in the amounts
set forth in the budgets.  The use of Cash Collateral has been
consented to by Valens and the Official Committee of Unsecured
Creditors.

As adequate protection, each of the Lenders was granted a
replacement lien on postpetition collateral of the same
description as that subject to the lenders' prepetition liens,
with equal extent, validity, priority, and dignity to the Lenders'
prepetition liens.

On Dec. 15, 2008, the Court authorized, on a final basis, the
Debtors' use of Cash collateral from Nov. 10, 2008, through and
including Jan. 7, 2009, in accordance with a budget agreed to by
the Debtors, Valens and the Official Committee of Unsecured
Creditors.

A hearing on the continued use of Cash Collateral for the period
following the Expiration Date, shall be held on Feb. 11, 2009, at
3:00 p.m.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M. D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida, represent the Debtors as counsel.  Adam H. Friedman,
Esq., at Olshan Grundman Frome Rosenzweig, and Paul J. Battista,
Esq., at Genovese Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


AGRIPROCESSORS INC: Executive Released on House Arrest
------------------------------------------------------
Sholom Rubashkin, former executive at Agriprocessors Inc., was
allowed to leave jail on $500,000 bond.

Mr. Rubashkin was indicted on charges including fraud and
harboring aliens before the U.S. District Court in Dubuque, Iowa.
Although still considered a flight risk, Chief District Judge
Linda R. Reade allowed Mr. Rubashkin to leave jail under house
arrest so long as he posts a $500,000 bond and wears a GPS
monitoring system while surrendering his passport and those of his
wife and 10 children, Bloomberg's Bill Rochelle relates.

Mr. Rochelle notes that Mr. Rubashkin fared better than Bernard
Madoff and Marc Dreier when it comes to being released on bail
pending trial.  Mr. Madoff, who has been charged for running a
$50-billion Ponzi scheme, and Mr. Dreier, charged for fraud and
using money of clients of his firm Dreier LLP, have been required
to each post a $10 million bail.

Mr. Rubashkin was replaced by a Chapter 11 trustee after a secured
lender cried fraud, and said that it won't provide financing to
the company without a third party in control.  The U.S. Trustee
told the Bankruptcy Court how Mr. Rubashkin was arrested for
defrauding the lender by diverting collateral and inflating
accounts receivables.

Joseph E. Sarachek, the chapter 11 operating trustee for
Agriprocessors, is working on a sale of Agriprocessors' business
or assets in the first quarter of 2009.

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


ALLIED CAPITAL: $200 Million Lien on Ciena Opposed
--------------------------------------------------
The creditors of subsidiary Ciena Capital LLC sued parent Allied
Capital Corp., to invalidate Allied's claimed lien on $200 million
of Small Business Administration loans.

According to Bloomberg's Bill Rochelle, the SBA joined the Ciena
creditors' committee in filing the suit in bankruptcy court
against Allied and Citibank N.A. which holds a security interest
in small part of the pre-bankruptcy loans.

The suit involving security interests in the Debtor's assets was
not unexpected.  At the initial stages of the case, the Hon.
Arthur Gonzalez of the United States Bankruptcy Court for the
Southern District of New York allowed Ciena to continue to use
cash under an interim order amidst a dispute between the United
States of America and lenders over who gets the proceeds from the
company's loan to small businesses.

According to Bloomberg, lender Allied Capital might contest Judge
Gonzalez's order protected its collateral if Debtor's motion is
approved without further information whether the lender has liens
on it.  The U.S. Small Business Administration argued that
granting the Debtor's request would illegally give the lender a
lien on the proceeds, Bloomberg says.  SBA protested that the
assets of the Debtor's affiliate, The Business Loan Center, do not
belong to the Debtor or its prepetition lenders including Allied
Capital, the report notes.  SBA authorized the affiliate to
provide small business loans, the report adds.  SBA asserted that
the prepetition lenders have no valid security interest in any
portion of the SBA loans, the report relates.

Bloomberg, citing papers filed with the Court, said the Debtor
granted its prepetition lenders certain assets as security for a
$500 million revolving loan.  The deal requires SBA's consent
under government regulations, the report says.  The Debtor owes
approximately $325 million under the loan, the report notes.

                        About Ciena Capital

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.

                       About Allied Capital

Allied Capital (NYSE:ALD) is a business development company in the
U.S. that is regulated under the Investment Company Act of 1940.
Allied Capital invests long-term debt and equity capital in middle
market businesses nationwide. Founded in 1958 and operating as a
public company since 1960, Allied Capital has been investing in
the U.S. entrepreneurial economy for 50 years. At September 30,
2008, Allied Capital had $4.6 billion in total assets, $2.1
billion in total borrowings, $2.4 billion in total equity and a
net asset value per share of $13.51. Allied Capital has a diverse
portfolio of investments in 117 companies across a variety of
industries. For more information, please visit
www.alliedcapital.com, call Allied Capital investor relations
toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com.

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.  For the second quarter in a
row, Allied announced it might need a loan covenant waiver or
amendment.  Allied's total assets were more than $4.6 billion on
Sept. 30.


AMERCO: S&P Changes Outlook to Negative; Affirms 'BB' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AMERCO
to negative from stable.  At the same time, S&P affirmed its
ratings on the company, including the 'BB' long-term corporate
credit rating.

"The outlook revision reflects expected further weakening in
earnings and cash flow due to pricing pressure in the moving and
storage segment, as well as reduced customer demand given the
slowing U.S economy," said Standard & Poor's credit analyst Anita
Ogbara.

The ratings on Reno, Nevada-based AMERCO reflect the company's
aggressive financial profile and participation in a competitive
and capital intensive industry, partially offset by its position
as the largest consumer truck rental company in North America and
its major position in self-storage.

AMERCO is a holding company for four operations.  Its primary
operating subsidiary is U-Haul International Inc.  This segment
includes the company's consumer truck rental operations and self-
storage facilities, which account for more than 90% of AMERCO's
consolidated revenues and operating profit.  Other operating
entities include two insurance companies-Republic Western
Insurance Co. (property and casualty) and Oxford Life Insurance
Co.-and SAC Holding II (self-storage properties managed by U-Haul,
in which AMERCO is considered the primary beneficiary of these
contractual interests), which was deconsolidated Oct. 31, 2007.

With a rental fleet of about 96,000 trucks, 75,000 trailers, and
35,000 tow devices operating out of approximately 15,650
locations, U-Haul is the largest participant, by far, in consumer
truck rentals in North America.  The company focuses on do-it-
yourself movers.  U-Haul also rents out storage space, typically
on a month-to-month basis.

Over the past few quarters, AMERCO has reported weaker earnings
performance from the consumer truck rental segment because of
excess capacity in the industry, which has contributed to pricing
pressures from truck rental peers.  For the nine months ending
Dec. 31, 2008, revenues in the moving and storage segment were
relatively flat versus the prior year.  However, earnings were
down 27% compared with the prior year, largely due to additional
depreciation expense incurred with the purchase of new vehicles.
During the company's fleet replacement cycle, it removed several
older models of box trucks, which reduced maintenance expense and
improved asset utilization.  S&P expects these trends to continue
for the duration of 2009 as pricing remains competitive and
capital expenditures modest.  Reduced capital expenditures
resulted in stable debt levels, and AMERCO's credit ratios were
flat to slightly weaker.  EBITDA interest coverage was relatively
unchanged versus the prior year, at 3.5x at Dec. 31, 2008; funds
from operations to debt was down slightly to 18%; and debt to
capital increased to 75%-all still acceptable levels for a
transportation equipment lessor within the 'BB' rating category.
Given the deconsolidation of SAC and its debt, leverage is
somewhat understated.

Given the weak domestic economy and industry pricing pressures,
S&P expects AMERCO's earnings and cash flow to be under pressure
for the duration of fiscal 2009 and into 2010.  S&P could lower
the ratings if earnings continue to deteriorate and credit metrics
weaken further resulting in FFO to debt in the midteen percent
range and debt to capital above 75% on a sustained basis.  An
outlook revision to stable is unlikely over the next several
quarters, due to the difficult economic environment.


AMERICAN AIRLINES: Reports January Traffic; 11.7% Down
------------------------------------------------------
American Airlines reported a January load factor of 73.8 percent,
a decrease of 2.8 point versus the same period last year.  Traffic
decreased 11.7 percent and capacity decreased 8.3 percent year
over year.

Domestic traffic decreased 13.9 percent year over year on 11.6
percent less capacity.  International traffic decreased by 8
percent relative to last year on a capacity decrease of 2.8
percent.

American boarded 6.7 million passengers in January.

               AMERICAN AIRLINES PASSENGER DIVISION
              COMPARATIVE PRELIMINARY TRAFFIC SUMMARY
                     EXCLUDES CHARTER SERVICES

                                       January
                                  2009          2008     CHANGE
REVENUE PASSENGER MILES (000)

SYSTEM                       9,639,439    10,913,870     -11.7%
        D.O.T. DOMESTIC      5,898,980     6,849,823     -13.9
        INTERNATIONAL        3,740,459     4,064,047      -8.0
        ATLANTIC             1,236,297     1,351,257      -8.5
        LATIN AMERICA        2,056,540     2,252,159      -8.7
        PACIFIC                447,622       460,631      -2.8

AVAILABLE SEAT MILES (000)

SYSTEM                      13,066,237    14,252,441      -8.3%
        D.O.T. DOMESTIC      7,903,266     8,941,662     -11.6
        INTERNATIONAL        5,162,971     5,310,779      -2.8
        ATLANTIC             1,831,000     1,906,676      -4.0
        LATIN AMERICA        2,754,018     2,828,681      -2.6
        PACIFIC                577,953       575,422       0.4

LOAD FACTOR

SYSTEM                            73.8%         76.6%     -2.8Pts
D.O.T. DOMESTIC                   74.6          76.6      -2.0
INTERNATIONAL                     72.4          76.5      -4.1
ATLANTIC                          67.5          70.9      -3.3
LATIN AMERICA                     74.7          79.6      -4.9
PACIFIC                           77.4          80.1      -2.6
PASSENGERS BOARDED           6,694,922     7,669,728     -12.7%

SYSTEM CARGO TON MILES (000)   120,454       164,608     -26.8%

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

                           *     *     *

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


ANTIOCH CO: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
Dayton Daily News reports that Antioch Company said on Friday that
it has successfully emerged from Chapter 11 bankruptcy.

Antioch filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Ohio in November
2008.

St. Cloud Times relates that Antioch moved its headquarters from
Yellow Springs to St. Cloud, Minnesota last year.  Antioch's Web
site says that it maintains operations in Ohio.

                       About Antioch Co.

Headquartered in Yellow Springs, Ohio, The Antioch Company --
http://www.antiochcompany.com/-- produces and sells books, book
accessories and scrapbooking products.  The company and subsidiary
companies Antioch International, Inc., Antioch Framers Supply Co.,
Antioch International-New Zealand, Inc., Antioch International-
Canada, Inc., Creative Memories Puerto Rico, Inc. and ZeBlooms
Inc. filed separate petitions for Chapter 11 relief along with
plans to reorganize and restructure the company's debt on Nov. 13,
2008 (Bankr. S.D. Ohio Lead Case No. 08-35741).  Chris L.
Dickerson, Esq., Rena M. Samole, Esq., and Timothy R. Pohl, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP; Michael J. Kaczka,
Esq., and Sean D. Malloy, Esq., at McDonald Hopkins LLC; and Tony
M. Alexander, Esq., at Jenks, Pyper & Oxley Co. L.P.A., represent
the Debtors in their restructuring efforts.  The United States
Trustee for Region 9 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  W. Timothy Miller, Esq., at
Taft Stettinius & Hollister LLP, represent the Committee as
counsel.  In their summary of schedules, the Debtors listed
US$66,388,321 in total assets and US$141,142,236 in total
liabilities.


ASARCO LLC: Creditors to Get Cents on Dollar, Says Grupo Mexico
---------------------------------------------------------------
According to Bloomberg, Grupo Mexico, S.A.B. de C.V., said that
ASARCO LLC creditors, who once were in line for full payment, will
now receive cents on the dollar.

Grupo Mexico is waiting for the Sterlite-ASARCO deal to "blow up,"
Jorge Lazalde, Esq., Grupo Mexico's vice president and general
counsel, recently revealed in an interview with Bloomberg.

Grupo Mexico acquired Asarco for $1.2 billion in stock in 1999.
It lost control in December 2005 when the bankruptcy judge set up
a board of three, giving Grupo Mexico only one seat, Bloomberg's
Bill Rochell relates.

ASARCO LLC and Grupo Mexico were involved in mediation to settle
issues between them but the talks fell apart.  Grupo Mexico has
also taken back its $2.7 billion offer to pay ASARCO's creditors,
citing reduced copper prices and unstable market conditions.

"Today we are not willing to pay everyone in full," Bloomberg
quoted Mr. Lazalde, as saying.  "They decided not to engage with
Grupo and now they are paying the consequences.  Now they will
get cents on the dollar," he continued.

Grupo Mexico believes ASARCO is "not worth above" $200,000,000,
according to Mr. Lazalde.  Bloomberg has quoted ASARCO Chief
Executive Officer Joseph Lapinsky as saying in an interview that
ASARCO's outstanding inventory and receivables are worth more
than $200,000,000.

                   Sterlite Bags ASARCO

At a hearing held February 5, 2009, ASARCO LLC's counsel, Shelby
A. Jordan, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., in
Corpus Christi, Texas, told Judge Schmidt that Sterlite (USA),
Inc., and ASARCO will sign a deal for Sterlite's acquisition of
ASARCO's operating assets "in a few days," Bloomberg News
reports.

Ms. Jordan said that the parties will be before the U.S. Court
March 6, 2009, for the approval of their acquisition agreement.

Other parties are also interested in acquiring ASARCO and have
continued to make proposals, Reuters relates in a separate
report.  As previously reported, Glencore International AG, a
Swiss supplier of commodities and raw materials to industrial
consumers and a creditor in the Debtors' bankruptcy cases, have
submitted a bid for ASARCO.

Rodrigo Heredia, an analyst with Ixe Casa de Bolsa SA, in Mexico
City, told Bloomberg that a sale of ASARCO would be beneficial to
Grupo Mexico SAB as long as ASARCO is "bought in full, and all
the liabilities are canceled in full," because it will end Grupo
Mexico's exposure to lawsuits filed against ASARCO, including
asbestos liabilities.

                      About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Hearing on AMC Claim Cancelled; FCR & Panel Comment
---------------------------------------------------------------
The hearing to consider ASARCO LLC's objection to Claim No. 18571
was originally set for March 2, 2009.  Judge Richard Schmidt of
the U.S. Bankruptcy Court for the Southern District of Texas,
however, vacated the scheduling order.  "This claim will be set by
both parties in a timely manner," Judge Schmidt related.

Americas Mining Corporation and Asarco Incorporated asserted
Claim No. 18571 as an administrative claim for $516,200,000 for
the alleged payment of postpetition taxes purportedly on behalf
of ASARCO LLC under a tax sharing agreement.

ASARCO's counsel, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in
Dallas, Texas, has argued that Claim No. 18571 is not entitled to
administrative priority because under Section 503(b)(1)(A) of the
Bankruptcy Code, the Parent has the burden of establishing that
its Claim (i) conferred a benefit on the bankruptcy estates, and
(ii) arose postpetition from a transaction with the Debtors.

ASARCO LLC, a single-member limited liability company that is
disregarded for federal income tax purposes, has no obligation
for federal income tax after February 2005, Mr. Kinzie said.
February 2005 is the date by which the Parent merged Asarco Inc.
into ASARCO LLC as part of the Parent's own tax planning to avoid
liability for federal income tax on $610,000,000 of taxable gain
arising from the Parent's fraudulent transfer of Southern Peru
Copper Company to the Parent in 2003.

As a disregarded entity, ASARCO LLC is treated as a branch or
division of Asarco Inc., Mr. Kinzie said.  Hence, he said, ASARCO
LLC is not liable for tax on its taxable income.  Instead, taxable
income from ASARCO LLC's operations is that of Asarco Inc.'s and
the resulting federal income tax is the legal obligation of the
Parent -- not ASARCO -- under applicable tax law.

While the Parent shifted its own tax obligation to ASARCO LLC
under the prepetition tax sharing agreement dated February 2005
and enjoyed the benefits from doing so, the TSA has conferred no
benefit on the ASARCO bankruptcy estate during the postpetition
period so as to warrant an award of administrative priority for
the Claim, Mr. Kinzie said.  Because the Claim arose under a
pre-bankruptcy contract, it is not entitled to administrative
priority, but is, at best, a general unsecured claim, he said.

          FCR & Creditors Committee Support Objection

Future Claims Representative Robert C. Pate joins in and supports
the Debtors' and the Official Committee of Asbestos Claimants'
objection to Claim No. 18571.  "Quite simply, the Parent cannot
show any benefit conferred to the estate entitling it to an
administrative claim, much less meet the heightened fairness
standard required of insiders," Mr. Pate says.

Mr. Pate believes the Parent engaged in a corporate restructuring
and entered into the TSA with ASARCO to:

  (a) prevent recognition of possible deferred gain caused by
      the ASARCO's imminent bankruptcy filing; and

  (b) impose on ASARCO's creditors any taxes ASARCO might have
      otherwise avoided on account of that corporate
      restructuring.

Mr. Pate points out that the Parent again seeks to reserve for
itself all the benefits of the corporate restructuring and burden
ASARCO LLC's bankruptcy estate with all the liabilities -- the
same motives Judge Hanen condemned in his memorandum and order
entered in ASARCO LLC v. Americas Mining Corp., 396 B.R. 278
(S.D. Tex. 2008).

The Official Committee of Unsecured Creditors also supports the
Debtors' objection, and urges the Court to disallow the Claim in
its entirety.  The Creditors Committee reserves the right to file
a pre-trial or post-trial brief at the conclusion of discovery.


ASARCO LLC: Won't Reopen El Paso Copper Smelter Plant
-----------------------------------------------------
ASARCO LLC informed the Texas Commission on Environmental Quality
(TCEQ) that it does not intend to reopen its El Paso, Texas Copper
Plant.  The decision is based on the dramatic downturn of the
world economy in the last six months.

Thomas L. Aldrich, Vice President of Environmental Affairs
commented, "We've always believed that an operating copper smelter
is the best use of our property in El Paso and we have worked hard
toward the goal of reopening the smelter.  Unfortunately, due to
the extreme economic conditions world wide that have occurred
during the last six months, we can no longer financially afford to
continue pursuing that goal."

ASARCO is working with the state of Texas to fund a custodial
trust for the demolition of the plant and remediation of the site.
Any custodial trust must be approved by the bankruptcy court that
is overseeing ASARCO's reorganization effort.  The decision will
not affect ASARCO's operating copper refinery in Amarillo, Texas.

Mr. Aldrich added, "We're deeply saddened by this decision and
we'd like to thank all of our many supporters in El Paso and
Texas.  We also want to assure the community that we're working to
ensure that our property is left in a condition that will be an
asset to a great community that we have enjoyed working and living
in for more than 110 years."

Asarco has been a proud part of El Paso since 1887.  The El Paso
Plant was put on temporary shutdown in February of 1999.  ASARCO
filed for chapter 11 bankruptcy protection on August 9, 2005.
ASARCO is an integrated copper mining, smelting and refining
company with approximately 2,600 employees.  The Company operates
mines, mills and a smelter in Arizona and a refinery in Texas.

                    Sen. Shapleigh's Statement

"Now, we can move to a new era of better jobs, clean skies and
healthier neighborhoods.  Winning this battle with ASARCO is as
important to our future as creating the medical school.  Since
the 1880's, ASARCO has defined our past -- now our talent and
aspirations will define our future," Senator Shapleigh said in a
public statement.

ASARCO has left taxpayers from 75 communities in 16 states from
Tacoma, Washington to Corpus Christi, Texas, with billions in
environmental remediation and clean-up costs, the Senator's
statement noted.  In El Paso, the smelter has contaminated at
least 1,097 homes and businesses with lead and arsenic.

The statement also revealed that ASARCO was fined $5,500,000, and
ordered to conduct $15,000,000 in environmental projects by the
U.S. Environmental Protection Agency for allegedly illegally
transporting, storing, and processing hazardous waste in El Paso.
Senator Shapleigh declared that he will work to make sure those
clean-up commitments are honored.

                       About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


AUTOBACS STRAUSS: Taps Epiq Bankruptcy as Claims & Noticing Agent
-----------------------------------------------------------------
Autobacs Strauss Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Epiq Bankruptcy
Solutions, LLC as claims, notice and balloting agent.

Epiq is expected to:

   a) assist the Debtor with all required notices in the case;

   b) within five days of the service of the particular notice,
      file with the Clerk's Office a certificate or affidavit of
      service;

   c) receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the case;

   d) maintain official claims registers in the Debtor's case by
      docketing all proofs of claim and proofs of interest in the
      applicable claims database;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis unless requested by the Clerk's
      Office on a more or less frequent basis.

   g) maintain an up-to-date mailing list for all entities that
      have files proofs of claim or proofs of interest and make a
      list available upon request to the Clerk's Office or any
      party in interest;

   h) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the case
      without charge during regular business hours;

   i) record all transfers pursuant to Bankruptcy Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide notice
      of the transfers as required by the Bankruptcy Rule 3001(e);

   j) comply with applicable federal state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe;

   l) provide other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtor;

   m) oversee the distribution of the applicable solicitation
      material to each holder of the claim against or interest in
      the Debtor;

   n) respond to mechanical and technical distribution and
      solicitation inquiries;

   o) receive, review and tabulate the ballots cast, and make
      determinations with respect to each ballot as to its
      timeliness, compliance with the Bankruptcy Code, Bankruptcy
      Rules and procedures; and

   q) perform other related plan-solicitation services as may be
      requested by the Debtor.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions, LLC tells the Court that the Debtor will pay Epiq a
$25,000 retainer.

The firm's professionals and their compensation rates are:

     Title                         Hourly Rate
     -----                         -----------
     Senior Consultant                 TBD
     Senior Case Manager           $225 - $275
     Case Manager (Level 2)        $185 - $220
     IT Programming Consultant     $140 - $190
     Case Manager (Level 1)        $125 - $175
     Clerk                          $40 -  $60

Mr. McElhinney assures the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Autobacs Strauss Inc.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- 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.

The Debtor filed for Chapter 11 protection on Feb. 4, 2009,
(Bankr. D. Del. Case No.: 09-10358) Edward J. Kosmowski, Esq. at
Young Conaway Stargatt & Taylor, LLP represents the Debtor in its
restructuring efforts.  As of Jan. 3, 2009, the  Debtor's total
assets was $75,000,000 and its total debts was $72,000,000.


AVIZA TECHNOLOGY: Failure to Pay Loan Raises Going Concern Doubt
----------------------------------------------------------------
The management of Aviza Technology Inc. disclosed in a regulatory
filing that there is substantial doubt about the company's ability
to continue as a going concern.  The management pointed that the
company has an accumulated deficit of $96.1 million at Dec. 26,
2008, and a net loss from operations of $1.5 million for the
quarter ended Dec. 26, 2008.  Under its current terms, its line of
credit, which had a balance of $22.1 million at Dec. 26, 2008,
matures in October 2009.  Based on current cash flow projections,
it would not be able to repay its line of credit when it matures.

The company has taken certain measures in order to continue as a
going concern including implementing a restructuring plan to
reduce costs, renegotiate the terms of its line of credit and
entered into an agreement with Needham & Company, LLC, to assist
in evaluating current financial and strategic options available.
The company may also choose to raise additional capital from the
sale of debt or equity securities or from other sources in order
to support operations and debt obligations.  However, the company
may not be able to obtain any additional capital on acceptable
terms, if at all.

At Dec. 26, 2008, the company's balance sheet showed total assets
of $89,365,000, total liabilities of $69,022,000 and stockholders'
equity of $20,343,000

At quarter ended Dec. 26, 2008, the company reported net income of
1,282,000 compared with net loss of $8,520,000 for the same period
in the previous year.

                  Liquidity and Capital Resources

Recent U.S. economic conditions have been unprecedented and
challenging, particularly in the credit and financial markets.
As a result of these market conditions, the cost and availability
of credit has been and may continue to be adversely affected by
illiquid credit markets and wider credit spreads.  Concern about
the stability of the markets generally and the strength of
counterparties specifically has lead many lenders and
institutional investors to reduce, and in some cases, cease to
provide funding to borrowers.  Continued turbulence in the U.S.
and international markets and economies may harm its liquidity and
financial condition, and the liquidity and financial condition of
its customers.  If these market conditions continue, they may
limit its ability, and the ability of its customers, to timely
refinance maturing indebtedness and access the capital markets to
meet liquidity needs, which could harm its business, financial
condition and results of operations.

At Dec. 26, 2008, the company's cash and cash equivalents were
$7.7 million as compared to $14.9 million at Sept. 26, 2008.  The
company's cash balance at Dec. 26, 2008, includes approximately
$1.0 million in restricted cash used as collateral against a
letter-of-credit.  This $7.2 million decrease in cash and cash
equivalents is attributable to cash used to pay down its debt of
$7.1 million.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?394c

                      About Aviza Technology

Aviza Technology Inc. (NASDAQ: AVZA) -- http://www.aviza.com/--
designs, manufactures, sells and supports advanced semiconductor
capital equipment and process technologies for the global
semiconductor industry and related markets. The Company's systems
are used in a variety of segments of the semiconductor market,
such as advanced silicon for memory devices, advanced 3-D
packaging and power integrated circuits for communications.
Aviza is headquartered in Scotts Valley, Calif., with
manufacturing, R&D, sales and customer support facilities located
in the United Kingdom, Germany, France, Taiwan, China, Japan,
Korea, Singapore and Malaysia.


BANC OF AMERICA: Performance Pressures Cue Fitch's Rating Cuts
--------------------------------------------------------------
With a significant loss to common shareholders in fourth quarter-
2008 and its recent acquisition of Merrill Lynch & Co. posting a
massive $15 billion loss, Bank of America Corporation is facing
significant performance pressures throughout 2009, according to
Fitch Ratings, which has downgraded these ratings for Bank of
America Corporation and its affiliates:

  -- Individual to 'C/D' from 'C'
  -- Preferred stock to 'BB' from 'BBB'.

Both ratings remain on Rating Watch Negative by Fitch. At the same
time, Fitch has affirmed BAC's 'A+' long-term and 'F1+' short-term
IDRs.  The affirmation of the IDRs reflects BAC's systemic
importance and the magnitude of support provided by the U.S.
government.  The Rating Outlook for the Long-term IDRs remains
Stable.

Fitch expects performance pressures at both legacy BAC and legacy
Merrill to continue throughout 2009.  BAC faces higher expected
losses in its home equity loan, credit card portfolio, and may
also face higher losses in its commercial loan book.  For both
Merrill and BAC, the U.S. government's loss cap guarantee reduces
the long tail risk on a U.S. portfolio of $118 billion.  However,
BAC faces the potential for additional mark to market charges in
legacy Merrill assets not protected by the U.S. Treasury loss cap
guarantee, as well as potential market value losses on its 10%
first loss portion of the guaranteed pool of assets.  As a result
of these pressures, Fitch expects loss provisions and mark to
market charges to remain elevated throughout 2009.

In addition to performance challenges, these factors drove Fitch's
decision to increase the notching of the preferred issues:

  -- A high percentage of preferred in total capital;

  -- The costs of servicing these deeply subordinated issues; and

  -- Potential omission or deferral of dividends to preserve
     capital.

Following the U.S. government capital injections, preferred and
trust preferred instruments now total over $100 billion and
represent more than 50% of BAC's total tangible equity.  Fitch
expects annual debt service related to preferred and trust
preferred instruments to exceed $5 billion annually.

Given the uncertainty of direction in the global economies, the
Individual and preferred ratings could face incremental pressure
depending on the scope of future losses by BAC.  On the other
hand, a return to profitability and positive internal capital
generation are key factors towards stabilizing BAC's Individual
and Preferred ratings.

Fitch has also upgraded the Individual Rating of Merrill Lynch &
Co. to 'C/D' from 'F'.  Fitch assigned the 'F' Individual rating
on Jan. 16 to indicate the need for government assistance in order
for BAC to close the Merrill merger.  Fitch has now revised the
rating to align it with the Individual ratings of other BAC
entities.

Fitch has taken these rating actions on BAC and subsidiaries:
Bank of America Corporation

  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Long-term IDR (IDR) affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Preferred stock downgraded to 'BB' from 'BBB';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Bank of America N.A.

  -- Long-term deposits affirmed at 'AA-';
  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term deposits affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support floor affirmed at 'A+';
  -- Rating Outlook Stable.

BAC Capital Trust I - VIII

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

BAC Capital Trust X - XV

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

BAC AAH Capital Funding LLC I - XIX

  -- Preferred stock downgraded to 'BB' from 'BBB'.

BAC LB Capital Funding Trust I - II

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

BankAmerica Capital II, III

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

BankAmerica Institutional Capital A, B

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

BankBoston Capital Trust III-IV

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

Barnett Capital Trust III

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

Countrywide Capital I, III, IV, V

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

First Republic Preferred Capital Corp.

  -- Preferred stock downgraded to 'BB' from 'BBB'.

First Republic Preferred Capital Corp. II

  -- Preferred stock downgraded to 'BB' from 'BBB'.

Fleet Capital Trust II, V, VIII, IX

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

MBNA Capital A, B, D, E

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

Merrill Lynch Preferred Capital Trust III, IV, and V

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

Merrill Lynch Capital Trust I, II and III

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

NB Capital Trust II, III, IV

  -- Trust preferred securities downgraded to 'BB' from 'BBB'.

Bank of America Georgia, N.A

  -- Long-term IDR affirmed at 'A+';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Rating Outlook Stable;
  -- Support Floor affirmed at 'A+'.

MBNA Canada Bank

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Rating Outlook Stable.

LaSalle Bank Midwest N.A.

  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+'.

NationsBank, N.A.

  -- Long-term senior debt affirmed at 'A+'.

Banc of America Securities Limited

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Rating Outlook Stable.

Banc of America Securities LLC

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Rating Outlook Stable.

B of A Issuance B.V.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Subordinated debt affirmed at 'A';
  -- Support affirmed at '1';
  -- Rating Outlook Stable.

Countrywide Bank FSB

  -- Long-term IDR affirmed at 'A+';
  -- Senior debt affirmed at 'A+';
  -- Long-term deposits affirmed at 'AA-';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term deposits affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Bank of America Oregon, National Association

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

FIA Card Services N.A.

  -- Long-term deposits affirmed at 'AA-';
  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term deposits affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

BankAmerica Corporation

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Preferred stock downgraded to 'BB' from 'BBB'.

BankBoston Corporation

  -- Long-term subordinated debt affirmed at 'A'.

Countrywide Financial Corp.

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A'.

Countrywide Home Loans, Inc.

  -- Long-term senior debt affirmed at 'A+'.

FleetBoston Financial Corp

  -- Long-term subordinated debt affirmed at 'A'.

LaSalle Bank N.A.

  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+'.

LaSalle Funding LLC

  -- Long-term senior debt affirmed at 'A+'.

MBNA Corp.

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Commercial Paper affirmed at 'F1+'.

NationsBank Corp

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A'.

NCNB, Inc.

  -- Long-term subordinated debt affirmed at 'A'.

United States Trust N.A.

  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+'.

Merrill Lynch & Co., Inc.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior affirmed at 'A+';
  -- Subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Preferred stock downgraded to 'BB' from 'BBB';
  -- Individual upgraded to 'C/D' from 'F';
  -- Commercial paper affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Merrill Lynch Canada Finance

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Individual downgraded to 'C/D' from 'C';
  -- Rating Outlook Stable.

Merrill Lynch S.A.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior affirmed at 'A+';
  -- Support affirmed at '1';
  -- Rating Outlook Stable.

Merrill Lynch Finance (Australia) Pty LTD

  -- Short-term IDR affirmed at 'F1+';
  -- Commercial Paper affirmed at 'F1+'.

Merrill Lynch & Co., Canada Ltd.

  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+'.

First Republic Bank

  -- Subordinated debt affirmed at 'A'.

Bank of America California, National Association

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Bank of America Rhode Island, National Association

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

MBNA Europe Bank Ltd.

  -- Long-term IDR affirmed at 'A+;
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Rating Outlook Stable.

Merrill Lynch Bank & Trust Co., FSB

  -- Long-term IDR affirmed at 'A+';
  -- Long-term deposits affirmed at 'AA-';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term deposits affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Merrill Lynch Bank USA

  -- Long-term IDR affirmed at 'A+';
  -- Long-term deposits affirmed at 'AA-';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term deposits affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

Merrill Lynch International Bank Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Individual downgraded to 'C/D' from 'C';
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '1';
  -- Rating Outlook Stable.

LaSalle Bank Corporation

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual downgraded to 'C/D' from 'C'.
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';
  -- Rating Outlook Stable.

The preferred stock, trust preferred securities and Individual
ratings remain on Rating Watch Negative.


BERNARD L. MADOFF: Reaches Partial Settlement With SEC
------------------------------------------------------
Kara Scannell at The Wall Street Journal reports that Bernard
Madoff has reached a partial settlement with the U.S. Securities
and Exchange Commission.

WSJ relates that the settlement, when approved by a court, bars
Mr. Madoff from the financial industry, and leaves for later a
decision on what fine will be imposed on him.  WSJ states that New
York federal prosecutors have until Wednesday to:

     -- file a criminal indictment against Mr. Madoff,
     -- reach a plea deal, or
     -- seek an extension to give them more time to build a case,
        after reaching an extension with the attorneys for Mr.
        Madoff last month.

As part of the settlement, "the facts of the complaint are
established and cannot be contested by Madoff" when determining
the monetary penalty, WSJ says, citing the SEC.  Mr. Madoff,
according to WSJ, settled the civil case without admitting or
denying wrongdoing, although he reportedly confessed about his
Ponzi scheme to authorities.

                     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.


BOMBAY CO: Judge Lynn Agrees on Stub Rent Admin. Claims
-------------------------------------------------------
Bankruptcy Judge D. Michael Lynn in Fort Worth, Texas, ruled that
when a company files for Chapter 11 in mid-month, rent for the
days in bankruptcy is an administration expense that must be paid
in full even though rent was due before filing.

Bloomberg's Bill Rochelle notes that while Judge Lynn agreed with
recently decided cases in New York and Richmond, Virginia, by
bankruptcy judges Allan Gropper and Kevin Huennekens, Judge Lynn
addressed a second question -- If the company rejects a lease
before the end of a month, must it pay rent as an administration
expense for the days where it wasn't in occupancy?

Judge Lynn reluctantly decided that the language of the statute
required him to find that the entire month's rent must be paid
in full, even though there was no occupancy and no benefit to
the estate.  Judge Lynn invited an appellate court to reverse.

Judge Lynn's decision was made in the Chapter 11 case of Bombay
Co., the home-furnishing retailer that liquidated its 388
stores. The decisions by Judges Gropper and Huennekens involved
the liquidations of retailers Steve & Barry's and Circuit City
Stores Inc.

                        About Bombay Co.

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.

The Bombay Furniture Company of Canada Inc. -- La Compagnie de
Mobilier Bombay Du Canada Inc. -- sought protection from its
creditors from the Ontario Superior Court of Justice on Sept. 20,
2007.

The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Attorneys at
Cooley, Godward, Kronish LLP act as counsel to the Unsecured
Creditors Committee.  As of May 5, 2007, the Debtors listed total
assets of $239,400,000 and total debts of $173,400,000.

The first amended consolidated joint Chapter 11 plan of
liquidation filed by Bombay Company Inc. and its official
committee of unsecured creditors became effective in the third
quarter of 2008.


BOWNE & CO: Moody's Downgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Bowne & Co., Inc., to B1 from Ba3 and the rating on its
convertible subordinated notes to B3 from B2, concluding the
review commenced November 14, 2008.  The outlook is negative.
Downward ratings pressure will likely persist until revenues
stabilize, the liquidity profile improves, and Bowne reduces its
cost base.

The downgrade incorporates expectations that continued weak
performance in Bowne's Capital Markets segment will prevent Bowne
from achieving credit metrics appropriate for the prior Ba3
corporate family rating, as well as concerns over the weakened
liquidity profile.  Moody's estimates the weak revenue and the
modest increase in debt to fund acquisitions, combined with an
increase in the underfunding of the pension obligation (which
Moody's treats as debt), will result in debt-to-EBITDA in excess
of 5 times for 2008.  Cost cutting actions should facilitate
modestly positive free cash flow in 2009, supporting the B1
corporate family rating, but remain insufficient to offset the
revenue declines expected based on the severity and prolonged
nature of the current downturn in the capital markets.

The negative outlook reflects concerns over expectations for
continued softness in the capital markets and the weakened
liquidity profile, including potential covenant pressure for the
leverage covenant of Bowne's revolver, which matures in May 2010.
Revolver usage to fund the repayment of the majority of its bonds
in October 2008 (when bondholders exercised put rights) reduced
external liquidity sources, and the weak operating performance,
combined with use of cash for acquisitions, eroded internal
sources.  Bowne faces these liquidity challenges just as it enters
the typically cash consumptive period of its highly seasonal
business.  Bowne's bank facility is unsecured with no debt senior
to it in the capital structure, which creates flexibility for
negotiating an amendment or refinancing, in Moody's opinion, but
such a resolution remains uncertain and would likely result in
upfront fees and higher ongoing debt service costs.

Bowne & Co., Inc.

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Subordinate Convertible Bonds, Downgraded to B3, LGD6, 96%
     from B2

  -- Outlook, Changed To Negative From Rating Under Review

Moody's expected Bowne's business diversification to enable it to
withstand a downturn in the capital markets, but the severity and
prolonged nature of the current decline exceeds previous
expectations, resulting in a material negative impact on credit
metrics.  Moody's expect that cost cutting actions and the
elimination of cash dividends will enable the company to sustain
metrics that position it weakly in the B1 corporate family rating
over the next year, and that with some stabilization in revenue
the company's metrics should strengthen within this category.

Bowne's B1 corporate family rating reflects its exposure to the
capital markets cycle, modest EBITDA margins (currently depressed
further by softness in the capital markets), the seasonality of
and volatility of its cash flow, and some vulnerability to the
decline in printed material.  The company also faces execution
risk as it integrates acquisitions and reduces the cost base,
although management's track record of successful integration of
acquisitions and implementation of cost cutting initiatives
somewhat tempers these concerns.  Bowne's moderate debt level,
expectations for modestly positive free cash flow in 2009, some
recurring revenue (in its Compliance, Investment Management, and
Marketing & Communications segments), and its leading market share
support the ratings.

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

The most recent rating action on Bowne occurred on November 14,
2008, when Moody's downgraded Bowne's corporate family rating to
Ba3 and placed ratings on review for further possible downgrade.

Bowne & Co., Inc. provides global shareholder and marketing
communications services, including capital markets communications,
assistance with the preparation and filing of regulatory and
shareholder documents online and in print, and the creation and
distribution of customized communication on demand.  With
headquarters in New York, New York, Bowne maintains 60 offices
around the globe and has approximately 3,000 employees.  Its
annual revenue is approximately $800 million.

                           *     *     *

Bloomberg's Bill Rochelle notes that the new Moody's corporate
rating at B1 is one step higher than the grade assigned in a
December downgrade by Standard & Poor's.  Moody's 'B3' rating on
the subordinated debt is also one space above the S&P rating.


BRUNO'S SUPERMARKETS: Section 341(a) Meeting Slated for March 10
----------------------------------------------------------------
The bankruptcy administrator will convene a meeting of creditors
of Bruno's Supermarkets, LLC on March 10, 2009, at 1:30 p.m., at
Robert S. Vance Fed Bldg, 1800 5th Ave. No., Room 127, Birmingham,
Alabama.

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

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

Bruno's Supermarkets, LLC, is the parent company of Bruno's and
FOOD WORLD grocery stores, which includes 23 Bruno's locations and
43 FOOD WORLD in Alabama and the Florida Panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on Feb. 5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the company throughout the
restructuring process.  It has retained Kurtzman Carson
Consultants LLC as claims and noticing agent.


CANWEST GLOBAL: Explores Sale, Other Options for 5 TV Stations
--------------------------------------------------------------
Canwest Global Communications Corp. said it is exploring strategic
options for five of its conventional television stations, CJNT-TV
in Montreal, CHCH-TV in Hamilton, CHCA-TV in Red Deer, CHBC-TV in
Kelowna and CHEK-TV in Victoria.

The sale of the stations is one of several options being
considered by the Company following an internal review. RBC
Capital Markets has been retained to assist in this process.

"These stations have proud histories of serving their communities
with strong independent voices," Canwest President and CEO Leonard
Asper said.  "However, as they are currently configured, these
stations are not core to our television operations going forward."

He added: "In the current economic environment, we believe that
our efforts are best focused on the areas of greatest return
including the continued growth of our industry-leading specialty
channels and in increasing the linkages between those channels and
our powerful Global conventional television brand. We believe this
process will lead to significantly enhanced shareholder value."

Mr. Asper said Canwest has taken advantage of the shifting
television viewing audiences to develop a much stronger presence
in specialty channels and digital media while increasing the
strategic interdependence between these and the Global network.
This relationship has helped generate industry leading growth
among Canwest's specialty channels.  As a result, Canwest has come
to the determination that operating a second conventional TV
network in Canada is no longer key to the long-term success of our
broadcasting business.

"Going forward, this allows us to invest in the areas that provide
the greatest return," Asper said.

             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.


CHARYS HOLDING: Seeks March 2 Extension to File Plan
----------------------------------------------------
Charys Holding Co., asks the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive period to propose a
plan until March 2.

The Court will convene a hearing to consider the extension on
Feb. 25, the same day it is schedule to begin a confirmation
hearing for the Debtor's reorganization plan.

As reported in the Troubled Company Reporter on Jan. 13, 2009, the
Court approved on Jan. 8, the adequacy of the modified disclosure
statement for the Debtors' First Amended Joint Plan of
Reorganization, dated Jan. 6, 2009.  The Debtors were ordered to
mail the Solicitation Packages by no later than Jan. 16.

The confirmation hearing will be held at 11:00 a.m. (prevailing
Eastern Time) on Feb. 25.  Any objections to confirmation of the
Amended Plan must be filed so as to be received no later than 4:00
p.m. (prevailing Eastern Time) on Feb. 10.

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at:

               http://ResearchArchives.com/t/s?37e8

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

               http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.
Chary's Holdings Co. Inc. reported total assets of $242.7 million
and total liabilities of $378.6 million in its operating report
for August 2008.


CHRYSLER LLC: Gov't Hires Cadwalader & Sonnenschein as Advisers
---------------------------------------------------------------
United Press International reports that General Motors Corp. and
Chrysler LLC said that the U.S. Treasury has hired Cadwalader,
Wickersham & Taft LLP in New York and Sonnenschein Nath &
Rosenthal LLP in Chicago to advise on the companies'
restructuring.

The Detroit Free Press relates that the development indicates that
bankruptcy remains a possibility for GM and Chrysler.

According to The Detroit Free Press, GM and Chrysler will receive
$17.4 billion in federal loans and are working toward developing
cost-reduction plans by February 17, 2009.

Bankruptcy would likely mean termination, UPI says, citing GM and
Chrysler.  The two automakers would be hard-pressed to come up
with necessary operating cash, according to the report.

                       About Chrysler LLC

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

                         *     *     *

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

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

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

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


CHRYSLER LLC: May Be Put in Bankruptcy to Protect U.S. Loans
------------------------------------------------------------
General Motors Corp. and Chrysler LLC may have to be pushed into
bankruptcy by the U.S. government to assure repayment of $17.4
billion in federal bailout loans, Bloomberg reports.

Bloomberg, citing loan agreements posted on the U.S. Treasury's
Web site, says that U.S. taxpayers currently take a backseat to
prior creditors, including Citigroup Inc., JPMorgan Chase & Co.
and Goldman Sachs Group Inc.  The government has hired a law firm
to help improve its priority over other creditors.  The U.S.
Treasury, according to reports, has hired Cadwalader, Wickersham &
Taft LLP in New York and Sonnenschein Nath & Rosenthal LLP in
Chicago for advice on the two automakers' restructuring.

The government could obtain priority over other creditors if GM
and Chrysler filed for Chapter 11, and its loans under the TARP
are issued as "debtor-in-possession" loans.  Chrysler and GM,
however, have said that filing for bankruptcy would scare away
customers and suppliers.

Bloomberg says that the government can work out an intercreditor
agreement outside of bankruptcy to give it rights to some
collateral ahead of others.  Bloomberg reports that if federal
officials fail to get a consensual agreement to change their
position regarding repayment, they can force Chrysler and GM into
bankruptcy as a condition of more bailout aid.  Bloomberg quoted
Moody's Investors Service credit analyst Bruce Clark as saying,
"The ultimate position of the government could end up being
determined by whatever concessions various creditors make, and the
determination of a bankruptcy court if it ever gets there."

Don Workman, a partner at Baker & Hostetler LLP who isn't involved
in the talks, according to Bloomberg, said that the government
came up with a measure that allowed the debt to be converted to
debtor-in-possession financing.  The government would finance the
bankruptcy with a debtor in possession loan, a lender status that
gives the government priority over other creditors, the report
states, citing Mr. Workman.

On Dec. 31, 2008, the U.S. Treasury completed a transaction with
General Motors Corp., under which the Treasury will provide GM
with up to a total of $13.4 billion in a three-year loan from the
Troubled Assets Relief Program, secured by various collateral.  On
January 2, 2009, the Treasury provided a three-year $4 billion
loan to Chrysler Holding LLC.  The Treasury has required Chrysler
and GM to each submit by Feb. 17 a plan that would show the firm's
long-term viability.  The loan agreement provides for acceleration
of the loan if those goals under the plan, which are subject to
review by a designee of the U.S. President, are not met.

If federal officials fail to get a consensual agreement to change
their place in line for repayment, they have the option to force
the companies into bankruptcy as a condition of more bailout aid,
Bloomberg says.

Chrysler, GM, and Ford Motor Company's latest sales figures have
raised concerns that Chrysler and GM may need additional federal
aid.

Citing people familiar with the situation, Bloomberg relates that
Cadwalader will advise the government on how automakers might be
able to do some restructuring out of court, such as gaining
concessions from unions and suppliers.  The report adds that
Sonnenschein spokesman Jeffrey Mutterperl said his firm is
advising Treasury on "ongoing matters related to the 2008-2009
developments within the U.S. automobile industry."

U.S. auto-parts suppliers are reportedly already eyeing up to
$25.5 billion from the treasury to prevent an industry collapse.
A bankruptcy filing by either GM or Chrysler or both will likely
make matters worse for the auto-parts suppliers.  Some small auto-
suppliers, including Fluid Routing Solutions Inc., have already
filed for bankruptcy due to declining business with the Big 3.

                  Progress with Viability Plans

Chrysler and General Motors continue talks with their unions and
creditors as the Feb. 17 deadline to submit their viability plans
looms.  The two automakers are seeking more concessions from
unions, and debt relief or restructuring from lenders.

"The company's viability plan is on track," said Stuart
Schorr, a Chrysler spokesperson, according to Bloomberg. "We
continue to make progress with our union partners, and this week
will work closely with both the union and debt holders to meet the
remaining requirements."

Bloomberg relates that Chrysler and GM are supposed to show how
they are reducing unsecured debt by two-thirds and how they will
make half their contributions to a retiree health fund in stock.
The automakers, according to the report, must also show how they
will reduce wages and benefits to compete with foreign automakers
operating in the U.S. by year's end.

Bloomberg says that if GM and Chrysler can't convince creditors
and the United Auto Workers to agree to new terms, the government
could force them to return the loans or convert them into funding
for a government-backed bankruptcy.

The Wall Street Journal reported, citing auto company executives,
has said that the U.S. Treasury's taking its time in appointing a
"car czar" is slowing the overall attempt to bail out the
automotive industry.

                       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.


CIENA CAPITAL: Creditors Sue to Invalidate Allied $200MM Lien
-------------------------------------------------------------
The creditors of subsidiary Ciena Capital LLC sued parent Allied
Capital Corp., to invalidate Allied's claimed lien on $200 million
of Small Business Administration loans.

According to Bloomberg's Bill Rochelle, the SBA joined the Ciena
creditors' committee in filing the suit in bankruptcy court
against Allied and Citibank N.A. which holds a security interest
in small part of the pre-bankruptcy loans.

The suit involving security interests in the Debtor's assets was
not unexpected.  At the initial stages of the case, the Hon.
Arthur Gonzalez of the United States Bankruptcy Court for the
Southern District of New York allowed Ciena to continue to use
cash under an interim order amidst a dispute between the United
States of America and lenders over who gets the proceeds from the
company's loan to small businesses.

According to Bloomberg, lender Allied Capital might contest Judge
Gonzalez's order protected its collateral if Debtor's motion is
approved without further information whether the lender has liens
on it.  The U.S. Small Business Administration argued that
granting the Debtor's request would illegally give the lender a
lien on the proceeds, Bloomberg says.  SBA protested that the
assets of the Debtor's affiliate, The Business Loan Center, do not
belong to the Debtor or its prepetition lenders including Allied
Capital, the report notes.  SBA authorized the affiliate to
provide small business loans, the report adds.  SBA asserted that
the prepetition lenders have no valid security interest in any
portion of the SBA loans, the report relates.

Bloomberg, citing papers filed with the Court, said the Debtor
granted its prepetition lenders certain assets as security for a
$500 million revolving loan.  The deal requires SBA's consent
under government regulations, the report says.  The Debtor owes
approximately $325 million under the loan, the report notes.

                        About Ciena Capital

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.

                       About Allied Capital

Allied Capital (NYSE:ALD) is a business development company in the
U.S. that is regulated under the Investment Company Act of 1940.
Allied Capital invests long-term debt and equity capital in middle
market businesses nationwide. Founded in 1958 and operating as a
public company since 1960, Allied Capital has been investing in
the U.S. entrepreneurial economy for 50 years. At September 30,
2008, Allied Capital had $4.6 billion in total assets, $2.1
billion in total borrowings, $2.4 billion in total equity and a
net asset value per share of $13.51. Allied Capital has a diverse
portfolio of investments in 117 companies across a variety of
industries. For more information, please visit
www.alliedcapital.com, call Allied Capital investor relations
toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com.

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.  For the second quarter in a
row, Allied announced it might need a loan covenant waiver or
amendment.  Allied's total assets were more than $4.6 billion on
Sept. 30.


CINCINNATI BELL: Freezes Pension Credits & Contributions
--------------------------------------------------------
On February 5, 2009, Cincinnati Bell Inc. said that its Board of
Directors approved at its January 30, 2009, meeting a series of
changes to its management pension plan and retiree healthcare plan
with the goals of reducing its cost structure and improving the
Company's competitive position in the marketplace. The changes
include:

   * Freezing pay-related pension credits under its defined
     benefit pension plan, effective March 28, 2009, for
     currently employed managers and non-union employees who, as
     of January 1, 2009, were accruing benefits under such plan
     and who were (a) under the age of 50 and (b) were not
     eligible for the Company's 2007 early retirement option;

   * Allowing currently employed managers and non-union employees
     who, as of January 1, 2009, (a) were age 50 or older or (b)
     did not accept the Company's 2007 early retirement option,
     to continue to earn pension credits through December 31,
     2018, at which date all future pay-related pension credits
     will automatically cease;

   * Terminating Company provided retiree healthcare benefits
     generally on December 31, 2018;

   * Freezing Company contributions toward the cost of retiree
     healthcare benefits at 2009 levels. In most cases, increased
     retiree healthcare costs will be borne by the retirees; and

   * Modifying, in some cases, eligibility requirements for
     receipt of retiree healthcare benefits.

As a result of these changes, the Company expects savings of
approximately $140 million over the next 10 years.

                      About Cincinnati Bell

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

                         *     *      *

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

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


CINCINNATI BELL: Earns $107 Million in 2008
-------------------------------------------
Cincinnati Bell Inc. disclosed February 5, 2009, financial results
for the full year and fourth quarter 2008.  For the year, revenue
of $1.4 billion represented an increase of $54 million or 4
percent over 2007.  Operating income was $305 million with net
income of $103 million and earnings per share on a diluted basis
of 38 cents.  Net income excluding special items was $107 million
or 40 cents per diluted share, up $11 million or 7 cents per
diluted share from 2007 also excluding special items.  Adjusted
earnings before interest, taxes, depreciation and amortization2
(Adjusted EBITDA) equaled $480 million, an increase of $7 million
or 2 percent from 2007.

For the fourth quarter, revenue of $357 million represented a
decline of 1 percent from a year ago. Operating income was
$88 million, up $48 million from the fourth quarter of 2007 due to
2007 restructuring charges of $38 million and a 2008 operating tax
settlement of $10 million.  Net income was $38 million or 15 cents
per diluted share, an increase of $37 million or 16 cents per
share.  Excluding special items, net income was $26 million or 10
cents per diluted share, an increase of $3 million or 2 cents per
share from 2007.  Adjusted EBITDA in the quarter totaled $121
million, up $3 million or 3 percent from the fourth quarter of
2007.

"Cincinnati Bell executed on its proven strategy in 2008.  Last
year, we launched new products and services, reduced net debt, and
implemented a share repurchase program, while increasing both
revenue and earnings," said Jack Cassidy, president and chief
executive officer of Cincinnati Bell.  "We are confident that our
businesses are well-positioned to continue delivering exciting
value-based offerings that will appeal to our customers during
these challenging times."

Fourth-Quarter and Full-Year Performance Highlights

    * Quarterly revenue from the Technology Solutions segment
      equaled $89 million, up 13 percent from a year ago,
      reflecting growth of 31 percent in data center and managed
      services revenue. For the year, total segment revenue
      increased 22 percent to $315 million. Operating income was
      even with 2007 while Adjusted EBITDA grew by 32 percent
      year over year.

    * Wireless service revenue in the quarter was $72 million, up
      $2 million or 3 percent from the fourth quarter of 2007.
      Full-year service revenue totaled $291 million, an increase
      of 9 percent from 2007. For the year, operating income was
      up 36 percent with a 12 percent increase in Adjusted EBITDA
      compared to 2007.

    * Wireline segment profitability remained solid for the
      quarter and year as data, long distance, and expansion
      markets revenue growth helped offset the impact of lower
      consumer voice revenue in the company's traditional
      operating area. Wireline operating income for the year was
      $262 million with Adjusted EBITDA of $382 million.

    * Year-over-year DSL subscriber growth equaled 5 percent. At
      the end of the fourth quarter, Cincinnati Bell had 233,000
      DSL subscribers.

    * Free cash flow3 was $63 million in the fourth quarter and
      $164 million for the year, an increase of $105 million over
      2007. Net debt4 totaled $1.93 billion at the end of 2008, a
      reduction of $49 million from the end of 2007, which
      included the repurchase of $108 million of bonds at a
      discount.

    * Common stock repurchases totaled $9 million or 4 million
      shares in the fourth quarter of 2008. The company has
      purchased a total of $77 million or 21 million shares,
      which represented 8 percent of shares outstanding at the
      end of 2007, under the common stock repurchase program
      authorized by the Board of Directors in February 2008.
      Cincinnati Bell expects to continue repurchases in 2009.
      The timing and nature of repurchases are subject to market
      conditions and applicable securities laws.

    * Cincinnati Bell met or exceeded its 2008 financial
      guidance:

   Category           2008 Actual Results   2008 Revised Guidance
   --------           -------------------   ---------------------
   Revenue                   $1.4 billion    Approx. $1.4 billion

   Adjusted EBITDA           $480 million    Approx. $480 million

   Capital Expenditures       $231 million;
                           16% of revenue  Approx. 16% of revenue

   Free Cash Flow            $164 million    Approx. $150 million

"We are pleased with our financial results, which combined with
our annual 2009 guidance, highlight the strength of our business
model," said Gary Wojtaszek, chief financial officer.

"Additionally, the positive free cash flow our business generates
combined with a lack of significant bond maturities until 2013,
provides us with a great amount of flexibility to repurchase our
debt at attractive rates, continue to retire some of our equity
and also opportunistically invest in the business so we can
continue to grow revenue and earnings."

                         Wireline Segment

Fourth quarter Wireline revenue equaled $198 million compared with
$212 million a year ago.  The revenue decrease included the impact
of a large business customer premise wiring project that occurred
in the fourth quarter of 2007.  Operating income for the quarter
increased to $79 million from $35 million, primarily due to the
favorable settlement of an operating tax claim in 2008 and
restructuring charges in 2007 associated with the company's early
retirement program.  Fourth quarter Adjusted EBITDA, which
excludes these special items, totaled $96 million compared to
$97 million a year ago.  For the full year, segment revenue was
$804 million, down 2 percent from 2007.  Operating income was $262
million with Adjusted EBITDA of $382 million.

Year-over-year total access line loss in the fourth quarter was
6.5 percent compared to a year-over-year loss in the third quarter
of 6.8 percent.  Growth in the residential and business access
lines in the company's expansion markets continued to partially
offset the impact of a loss of consumer access lines in its
traditional service area.

                         Wireless Segment

Quarterly revenue from the Wireless segment increased 1 percent to
$79 million from a year ago and operating income equaled
$11 million.  Adjusted EBITDA was $20 million, up 2 percent from
the fourth quarter of 2007, primarily due to a $2 million, or 3
percent, increase in service revenue.  For the year, Wireless
revenue totaled $316 million, up $22 million or 7 percent from
2007.  Operating income was $47 million, up $13 million.  Adjusted
EBITDA equaled $83 million, up $9 million or 12 percent from a
year ago.

Cincinnati Bell had 551,000 wireless customers at the end of the
fourth quarter, which included year-over-year growth of 1 percent
in its postpaid subscriber base.  Consistent with the overall
retail sector, the company also experienced soft wireless sales in
the fourth quarter.  Postpaid quarterly average revenue per user
(ARPU) was $48.46, an increase of $2.32 from the fourth quarter of
2007.  This improvement reflects the company's focus on acquiring
smart phone subscribers.  Prepaid ARPU was $25.15, down 4 percent
year-over-year.

                   Technology Solutions Segment

Technology Solutions quarterly revenue was $89 million, up
$11 million or 13 percent from the fourth quarter of 2007.  Fourth
quarter Data Center and Managed Services revenue grew 31 percent
year-over-year while Telecommunications and IT Equipment revenue
increased 4 percent.  Operating income in the quarter totaled $5
million, down slightly from 2007 due to increased depreciation.
Fourth quarter Adjusted EBITDA was $10 million, up 3 percent from
a year ago.  Total segment revenue for the year was $315 million,
up $57 million or 22 percent from 2007.  Adjusted EBITDA of $35
million increased 32 percent over last year.  Full year operating
income of $18 million was flat with 2007, as the increased EBITDA
was offset by increased depreciation expense on data center
assets.

Capital expenditures for the segment, which were $22 million in
the fourth quarter and totaled $78 million for the year, were
primarily used to construct new data center space.  Billable data
center capacity at the end of the fourth quarter was 209,000
square feet, up 7,000 square feet during the quarter.  A total of
6,000 square feet began billing in the fourth quarter.  This led
to an 88 percent utilization rate, which was equal to the third
quarter of 2008.

                        2009 Outlook

Commenting on Cincinnati Bell's outlook for 2009, Chief Financial
Officer Gary Wojtaszek said, "We are taking the appropriate
actions to minimize the financial impact of the current economic
environment on our business.  Earlier today Cincinnati Bell
announced important changes to its legacy pension and retiree
healthcare plans that will result in cost reductions of
approximately $140 million over the next 10 years.  In addition,
the renegotiation of certain billing and services contracts in
2008 and a management salary freeze in 2009 will help better align
our cost structure with the competitive environment."

The company disclosed on February 5, 2009, that it will freeze
pension benefits for certain management employees below 50 years
of age and provide a 10-year transition period for those employees
over the age of 50 after which the pension benefit will no longer
be increased.  Additionally, the company announced it will phase
out the retiree healthcare plan for all management employees and
certain retirees in 10 years.

Cincinnati Bell is providing this guidance for 2009:

   Category            2009 Guidance
   --------            -------------
   Revenue             Approx. $1.4 billion
   Adjusted EBITDA     Approx. $480 million*
   Free Cash Flow      Approx. $150 million*

   * Plus or minus 2 percent

                      About Cincinnati Bell

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

                         *     *      *

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

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


CITIGROUP INC: Unit Faces Fraud Charges by American Eagle
---------------------------------------------------------
The Associated Press reports that American Eagle Outfitters Inc.
and its subsidiary AEO Management Co. have filed a lawsuit in the
U.S. District Court in Pittsburgh against Citigroup Global Markets
Inc., accusing it of fraudulently persuading it to purchase about
$258 million in auction rate securities that it now can sell at a
significant loss.

According to WSJ, American Eagle claimed that Citigroup said that
the securities were safe and liquid and therefore compatible with
the American Eagle's conservative investment policies, even though
Citigroup knew there was insufficient demand for the securities to
keep them liquid.  WSJ says that a Citigroup Inc. spokesperson has
declined to comment on the matter.

Citing American Eagle, WSJ relates that Citigroup represented
itself as the auction rate securities "market leader" and said
that it would provide immediate liquidity by selling the
securities to other investors, or purchasing them itself.
According to court documents, American Eagle claimed that it
"reasonably and justifiably relied to its detriment upon Citi's
material misrepresentations and omissions of material fact and
fraudulent conduct."

Court documents say that Citigroup allegedly didn't inform
American Eagle that it had internal limits on how many of the
Citigroup-brokered securities it would purchase and that the
market for Citigroup-brokered securities would collapse when it
stopped buying them last February.

Despite the auction rate securities problem, American Eagle's
financial condition remains strong, WSJ relaets, citing Richard
Victoria, the attorney for American Eagle.

                       About Citigroup

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

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


CLARIENT INC: Issues Performance Update to Shareholders
-------------------------------------------------------
On February 5, 2009, Clarient, Inc. (Nasdaq: CLRT), said that the
Company's CEO, Ron A. Andrews, has issued a corporate update to
shareholders:

   Dear Clarient Shareholders:

   After a crucial Allied victory early in World War II, Winston
   Churchill observed, "Now this is not the end.  It is not even
   the beginning of the end.  But it is, perhaps, the end of the
   beginning."

   January marked Clarient's four year anniversary.  During that
   time, we have made tremendous strides in transforming our
   business from an instrument systems company with one
   application to a molecular pathology services company with a
   large menu of Cancer Diagnostic applications.  Today, we are
   merely at the end of the beginning of our work to help defeat
   cancer.  Today, we are at the end of the beginning of our
   transition to being the premier resource for molecular-testing
   services for pathologists, oncologists, and the pharmaceutical
   industry.

   Early in 2009, our transformation continues as does the market
   growth for molecular diagnostics for cancer prognosis and
   theranosis.  Clarient is emerging as a leader with a full menu
   of advanced tests to analyze and characterize cancer.  The
   company is becoming financially stronger, better positioned in
   a competitive sector, and staffed with more talented people
   than ever before.

   Clarient's menu of cancer diagnostic services is growing,
   which is consistent with our long-term strategy.  In 2008, the
   company expanded our diagnostic services to include cancer
   markers for tumors of the colon, prostate, breast and lung.
   We will continue to increase the breadth and depth of our
   service menu and to expand our market penetration.

   The addition of higher margin services and tests has allowed
   the company to transition our sales mix and drive Clarient
   towards sustainable profitability.  Another key measure of
   Clarient's improved financial strength is adjusted earnings
   before interest, taxes, depreciation and amortization
   (EBITDA).  While the 2008 results are still being audited, for
   the first time since the beginning of Clarient's
   transformation, we expect to report our first positive
   adjusted EBITDA year in 2008.  These operating and financial
   trends are highly encouraging, however, there's more work to
   be done.  Managing Clarient's robust growth demands focus and
   discipline.  The opportunity to emerge as the leader in
   molecular pathology services has never been more accessible,
   yet the company's journey to reach that goal is just
   beginning.

   A top priority for Clarient in 2009 and beyond is to design
   and implement improved internal controls over financial
   reporting, especially in our billing, collections and business
   processes.  In mid-2008, we ended our use of third-party
   billing and collections services.  Our transition to
   internally managed billing and collections operations is
   largely complete.  In the near term, we will continue to
   manage the challenges with collections and provisions for
   doubtful accounts.  Over time, we expect improved timeliness
   and information flow.  In addition, we foresee realizing net
   cost savings through reduced bad-debt expense and the
   elimination of third-party service fees.

   Monitoring our progress in controlling expenses and other
   business processes will be easier in the future.  After a
   thorough analysis of our industry's best practices, Clarient's
   financial statements for YE 2008 and going forward will
   include more line items about operating expenses.

   With our current momentum and expanding sales team, 2009 is
   shaping up to be a solid year.  Some key milestones for 2009
   are:

    * Continued Revenue Growth: Management Guidance for 2009
      Fiscal Year is $93M -$98M

    * Full market launch of the Clarient InsightTM Dx Breast
      Cancer Profile

    * Completion of our Sales Force expansion to 40 reps by
      mid-year

    * Positive EBITDA and Operating Profit for Fiscal 09

   Our marketplace is at a major inflection point as more studies
   uncover the power that diagnostics have to drive therapeutic
   utility and apply personalized medicine at the point of care.
   Cancer patients continue to look for answers, and the new
   administration appears to have a keen insight about the
   significance of molecular diagnostic testing in improving
   patient outcomes and reducing overall healthcare costs.
   Companies like Clarient have the capability and responsibility
   to provide critical tests to support the quest for
   information.  The launch of the Clarient Insight Dx product
   line comes at an opportune time as these market trends
   converge.

   The events of 2008 were complex and unprecedented.  The U.S.
   economy faces profound challenges and is sure to change in
   unforeseen ways.  The full impact of these changes will take
   years to be known and understood.  The condition of our
   economy underscores the importance and urgency with which
   Clarient must address the issues that the company can control.
   That work is well underway.  Unfortunately, people get cancer
   regardless of the economy.  Clarient's task at hand is to
   maintain the appropriate financial discipline during these
   challenging economic times, while aggressively providing the
   most advanced molecular diagnostic information to clinicians
   to assist in the management of this deadly disease!

   Change is all around Clarient.  We welcome it.  We thrive on
   it. Every day, we recognize that we have a unique opportunity
   to revolutionize molecular-testing services and strive to
   achieve our ultimate goal -- to defeat cancer.  Our journey
   toward enhanced value -- for patients, customers, employees
   and shareholders -- is just beginning.

   In the meantime, I am personally grateful for the confidence
   and support of our shareholders, board of directors and
   employees.  With your guidance and energy, 2009 promises to be
   a great year!

   Ron A. Andrews
   Chief Executive Officer

                        About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP, in Costa Mesa, California, expressed substantial doubt
about Clarient Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses, negative cash flows from
operations, and working capital and net capital deficiencies.  In
addition, KPMG said it is not probable that the company can remain
in compliance with the restrictive monthly financial covenant in
its bank credit facility.  In order to comply with the covenants
in the current debt agreement, the company must achieve operating
results at levels not historically achieved by the company.

Clarient, Inc.'s balance sheet as of Sept. 30, 2008, showed total
assets of $32.3 million, total liabilities of $35.0 million,
resulting in a stockholders' deficit of $2.7 million.


CLEAR CHANNEL: Moody's Reviews B2 Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed Clear Channel Communications,
Inc. (B2 CFR) credit ratings under review for possible downgrade.
The rating action reflects Moody's concern that radio revenues in
2009 will turn out to be lower than expected and the company's
cash flow could decline to levels that would weaken credit metrics
and cause a breach of financial covenants.  Moody's had
anticipated between 10 and 15% revenues declines from the
company's radio and outdoor business in 2009, however, radio
industry revenues broadly appear to be pacing down in excess of
20% through January, and outdoor revenues appear to be trending
worse than anticipated, particularly international revenues which
are being adversely impacted by foreign exchange movements in
addition to economic weakness.

Moody's review will focus on the potential depth of the
advertising market downturn relative to Moody's previous
expectations where Moody's believed that the company would
maintain covenant compliance through 2009.  Moody's will consider
Clear Channel's ability to navigate though this difficult
operating environment through its cost cutting efforts, and the
effect revenue declines of as much 20% will have on the company's
EBITDA and credit metrics, particularly debt-to-EBITDA leverage
and interest coverage.  Moody's will consider the extent to which
the company's near-term cash liquidity will be affected by the
company's election to PIK interest on its $1.3 billion of senior
toggle notes.  The key focus of the review will be on Clear
Channel's ability to remain in compliance with it secured leverage
covenant (which remains at 9.5x through the first quarter of 2013)
over the coming 12 months, and if it is unable to comply with the
covenant, the impact on its credit profile of likely higher
interest costs, and the extent to which any increased restrictions
imposed on the company by its bank creditors would increase the
probability of a default.

Ratings affected by the review are:

Issuer: Clear Channel Communications, Inc.

  * Corporate Family Rating -- B2

  * Probability of Default Rating -- B2

  * Senior Secured Revolving Facility -- B1 (LGD 3, 33%)

  * Senior Secured Tranche A Term Loan Facility -- B1 (LGD 3,
    33%)

  * Senior Secured Tranche B Term Loan Facility -- B1 (LGD 3,
    33%)

  * Senior Secured Tranche C Term Loan Facility -- B1 (LGD 3,
    33%)

  * Senior Secured Delayed Draw Term Loan 1 Facility -- B1
    (LGD 3, 33%)

  * Senior Secured Delayed Draw Term Loan 2 Facility -- B1
    (LGD 3, 33%)

  * Senior Cash Pay Notes due 2016 -- Caa1 (LGD 5, 79%)

  * Senior Toggle Notes due 2016 -- Caa1 (LGD 5, 79%)

  * Senior Unsecured Bonds -- Caa1 (LGD 6, 91%)

  * Outlook, changed to rating under review from stable.

The last rating action was on July 30, 2008 when Moody's assigned
a B2 CFR and affirmed Clear Channel's speculative grade liquidity
rating of SGL-2.  The outlook was stable.


COLONIAL BANCGROUP: DBRS Cuts All Ratings to "BB" From "BBB"
------------------------------------------------------------
Dominion Bond Rating Service downgraded all ratings for Colonial
BancGroup, Inc., and its related entities, including Colonial's
Issuer & Senior debt rating to BB (low) from BBB (low) and the
Deposits & Senior Debt rating of its bank subsidiary, Colonial
Bank, N.A. (the Bank), to BBB (low) from BBB.  All ratings have
been placed Under Review with Developing Implications.

On January 28, 2009, DBRS downgraded Colonial to BBB (low) based
on all information available at that time.  Since that date,
capital market confidence and the Company's financial flexibility
have significantly eroded, resulting in increased pressure on its
ratings.

The rating action reflects DBRS's concern that Colonial's
financial position has been significantly weakened by recent
market events that may make capital raising efforts more
difficult.  In DBRS's opinion, the inability of Colonial to obtain
additional capital will severely limit its ability to absorb
future credit costs and other unforeseen charges. Given the
rapidly deteriorating economy, DBRS anticipates sizable additional
provisioning during Q1 2009.  Beyond the Troubled Asset Relief
Program (TARP) and equity raises, DBRS anticipates Colonial to
consider asset sales as a means of strengthening its underlying
capital position.

DBRS notes that positive rating action may occur if Colonial
obtains the additional capital and/or a capital infusion from the
U.S. Treasury.  Conversely, the inability of Colonial to obtain
capital and/or an infusion from the Treasury would likely lead to
a multiple-notch downgrade.  Moreover, DBRS will continue
monitoring the Bank's ability to protect its deposit franchise,
which is an underlying factor in the ratings.


CONTECH LLC: May Borrow $7.2 Million on Interim Basis
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized, on an interim basis, Contech LLC to borrow $7.2
million from lenders.  The DIP Lenders are the same lenders who
are owed $71.6 million on loans secured by first lien on the
Debtor's assets.

The Court will convene a hearing on March 9 to consider final
approval of the DIP Loan.

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.


COSTA BONITA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Costa Bonita Beach Resort Inc.
        PO Box 1788
        Sabana Seca, PR 00052

Bankruptcy Case No.: 09-00699

Type of Business: The Debtor owns and operates a beach resort.

Chapter 11 Petition Date: February 3, 2009

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio I. Hernandez Rodriguez, Esq.
                  ahernandezlaw@yahoo.com
                  Hernandez Law Office
                  PO Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575

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
   ------                      ---------------   ------------
Prime Contractors              trade debt        $450,000
MSC 213
Ave. Winstone Churchill #1 38
San Juan, PR 00926

ECTON                          services          $181,250
PO Box 19063
San Juan, PR 00919

Dev. S.E.                      lawsuit action    $100,000
LCDO, Harold D. Vicente
Colon
Fajardo, PR

Modesto Torres                  trade debt       $80,000

SSS                             insurance        $55,000

Specco                          trade debt       $30,000

Marie Bochetti                  deposit          $25,000

Jose Chaves                     deposit          $17,500

Cesar Irizarry                  deposit          $17,500

Vazman Realth Inc.              services         $10,000

Flagship                        trade debt       $10,000

Javier Cela                     deposit          $5,000

Internal Revenue Services       taxes            $5,000

Eladis Vega                     deposit          $5,000

Fondo Del Seguro Estado         taxes            $3,000

Nestor Pabon Tolentino          services         $3,000

Olga Rivera                     services         $2,000

Anibal Lopez                    services         $2,000

Departmento de Hacienda         taxes            $1,000

Dept. Turismo de P.R.           taxes            $1,000

Municipio de Culebra            taxes            $1,000

The petition was signed by Carlos Escribano Miro, president.


CRESCENT OIL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Kansas City Star reports that Crescent Oil Company Inc. has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the District of Kansas.

Court documents say that Crescent Oil and its subsidiaries listed
a total of $85.3 million in assets and $88.8 million in
liabilities.  The Associated Press relates that Crescent Oil's
largest unsecured creditors are:

     -- Shell, which is owed $6.8 million;
     -- Conoco-Phillips, which is owed $3.6 million;
     -- CHS Inc., which is owed $915,224;
     -- Apex Oil Co., which is owed $539,951; and
     -- Diamond-Valero, which is owed $452,406.

The AP says that Crescent Oil owes $4.3 million to the Kansas
Department of Revenue's Motor Fuel Tax Section.

Crescent Oil blames its collapse on volatile fuel prices and
expenses tied to opening new convenience stores, The AP states.
According to The Independence Daily Reporter, Crescent Oil Vice
President and CEO Jon Viets said that the bankruptcy filing came
after one of the company's major lenders withdrew the firm's
capital line of credit.  The Independence Daily quoted Mr. Viets
as saying, "We're working with the bank to free up funds so we can
resume supplying stores."

Court documents say that Crescent Oil reported $12.8 million in
estimated losses in 2008 and $3.5 million in 2007.  The AP states
that last year's losses were due to "extremely volatile fuel
prices and margins," and more than $2 million in losses from
acquiring and developing new convenience stores.  Citing Crescent
Oil, The AP reports that the company also had to deal with high
interest rates and financing costs.

According to The AP, several Midwest retailers complained last
week that they didn't receive regularly scheduled deliveries of
fuel, leaving some gas stations out of fuel or searching for a new
supplier.

The Indpendence-based Crescent Oil Company Inc. is a fuel supplier
for six Midwest states.


CRESCENT OIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Crescent Oil Company Inc.
        Spencer Fane Britt & Browne LLP
        1 N. Brentwood Blvd., Suite 1000
        St. Louis, MO 63105

Bankruptcy Case No.: 09-20258

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Crescent Stores Corporation                        09-20259
Crescent Business Development Corp. Berger         09-20260
Crescent Realty, Inc. Berger                       09-20261
Crescent Fuels, Inc. Berger                        09-20262

Type of Business: Crescent Oil Company Inc. is a fuel supplier for
six Midwest states.

Chapter 11 Petition Date: February 8, 2009

Court: District of Kansas (Kansas City)

Debtor's Counsel: Lisa A. Epps, Esq.
                  lepps@spencerfane.com
                  Spencer Fane Britt & Browne LLP
                  1000 Walnut, Suite 1400
                  Kansas City, MO 64106-2140
                  Tel: (816) 292-8881
                  Fax: (816) 474-3216

According to Bloomberg News, the company listed:

Total Assets: $85.3 million

Total Debts: $88.8 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Amcon                                            $666,159
PO Box 2444
821 E. Commercial
Sorinafield MO 65801

Crescent 0i1 Co. (Fuels)                         $563,506
PO Box 667
Independence KS 67301

Kansas Lottery                                   $335,398
128 N Kansas Ave
Tooeka KS 66603

Missouri Lottery                                 $135,403
Kansas City Warehouse

Kansas Department Revenue                        $79,042
Division of Taxation

Coca Cola Bottling of Mid-                       $40,317
America

Conco Distributers                               $49,257

Sysco of Arkansas                                $29,443

Pepsi Cola Bottling Co.                          $26,521

Louisiana Lottery                                $17,043

Frito-Lay                                        $14,682

Pepsi Cola General Bottle                        $14,549

Pepsi Bottling Group                             $11,972

Landshire Inc.                                   $10,480

Pepsi of Topeka                                  $8,759

Solary Corporation                               $8,236

Sysco of New Orleans                             $6,729

Maker Foods                                      $6,437

Incomm DBA                                       $6,193

J & J Developments Inc.                          $5,797

The petition was signed by Jon Viets, president.


DETROIT PUBLIC SCHOOL: Moody's Cuts Rating on $7.9M Bonds to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
underlying rating on the $7. 9 million of outstanding Detroit
Public Schools' School Building and Site Improvement Bonds, Series
1996A.  Moody's also assigns a stable outlook to bonds and removes
the rating from Watchlist for possible downgrade.  The outstanding
Series 1996A debt is scheduled to mature in 2011 and comprises the
only general obligation debt of the district that carries an
underlying rating from Moody's.  The Series 1996A bonds are
secured by the district's general obligation unlimited tax pledge.

The Ba2 rating reflects the district's limited revenue raising
flexibility; long-term trends of population erosion resulting in
declining enrollment and revenue trends; a weakened balance sheet
supported by previously issued deficit elimination bonds;
significant deferred maintenance needs; and limited availability
of information regarding future financial projections and
operating plans of the district.  Exacerbating these long-term
trends, recent external challenges including a stressed regional
economy and pressured state aid revenue stream are expected to
continue.

The stable outlook reflects Moody's expectation that the state's
recent assignment of an Emergency Financial Manager to the
district may provide some stability to the district's financial
operations through the medium term.  The stable outlook also
reflects Moody's expectation that the district's credit quality
will neither significantly improve nor significantly deteriorate
in the near term, remaining consistent with the quality of the
current rating.  The enhanced A1 and Aa3 ratings are unaffected by
the revision to the underlying rating, as they are dependent on
the state of Michigan's credit rating.

  Challenged Economic Tax Base; Weak Demographic Trends Persist

The district serves the City of Detroit (GOULT rated Ba2 stable
outlook; GOLT rated Ba3 stable outlook).  Despite some positive
developments and diversification of Detroit's economy, the city's
economic and demographic profile remains one of the weakest in the
nation.  Although the recent expansion of casinos and the
healthcare sector are important in providing a measure of
diversity to the city and the district's tax base, the challenges
of the corporate domestic auto manufacturing sector continue to
dominate the regional economy.  While Detroit is home primarily to
research and development and non-manufacturing jobs, its tax base
and economic well-being remains vulnerable to this sector.  Both
Chrysler (Corporate Family rating Ca negative outlook), the
district's top tax payer at 5.7% of taxable valuation, and General
Motors (Corporate Family rating Ca negative outlook), the
district's fourth largest tax payer at 1.5% of taxable valuation,
continue to remain a large presence within the district.

Over the past five decades, Detroit's population has fallen by
nearly half.  Despite a labor force which has declined from
633,000 (in 1980) to 322,215 (June 2006), unemployment levels have
remained persistently high.  Unemployment increased more rapidly
in 2008 (17% in November 2008, compared to 9.1% state and 6.5%
national rates) and is expected to continue to grow higher in the
coming year.  Since 1980, the city's lowest annual unemployment
figure was 6.6%, achieved in 2000, compared to 3.6% state and 4.0%
nationally that same year.  Evidence of economic challenge is also
found in the metro area's rate of home foreclosures which is among
the highest in the country and poverty rates that persist at rates
more than twice the state average.  Wealth indicators have
generally declined since 1970 (per capita income was 95% of the
state average) compared to the 2000 census (PCI equaled 66.4% of
the state average).

  Enrollment Suffers Continued Declines; Revenue And Enrollment
               Downward Trends Expected To Continue

As the city's population has continued to decline, the district's
enrollment, a key determinant to state aid funding, has also
declined. During fiscal 1998, the district recorded a peak count
of 173,871 pupils.  By fiscal 2008, the number of pupils had
declined to 106,485 which represents a decline of 67,386 pupils or
38.8% of the total student population.  Average annual enrollment
decline from 2004 through 2008 was approximately 7.5%.  This
includes an above average decline in fiscal 2007, mostly
attributed to the illegal protracted teachers strike and the
related school closings at the beginning of the school year.

For the school and fiscal year (2006-2007), the district had
budgeted an enrollment drop of 9,300 pupils.  However, following
the illegal teachers strike, the state's October 2006 enrollment
count was down an additional 6,000 to 7,000 students, with a
possible $40 million revenue impact for fiscal 2007.  While some
students migrated back to the district, the material revenue
impact was carried forward and resulted in a long-term loss of a
portion of that population and revenue base.  During fiscal 2009,
the number of pupils is expected to drop again to approximately
96,200.  Given the per pupil state funding formula, state aid
revenue has also declined in recent fiscal years resulting in the
district facing difficult budgeting challenges and expenditure
reductions.

                       Capital Needs Remain

Despite declining enrollments and the closure of some schools, the
district faces many deferred maintenance capital needs.  Moody's
notes that the average age of a school exceeds 50 years, even
after the recent construction of approximately 20 new buildings.
With an existing high debt burden (11.4%) coupled with slow
amortization (42% in ten years), the district will be challenged
to address their capital needs at a time of operating pressure.

      Financial Profile Remains Extremely Weak; Balance Sheet
                   Supported By Debt Issuance

The district has realized substantial operating deficits for the
last six fiscal years, bringing the General Fund balance from a
modest $74.7 million in fiscal 2003 (4.7% of General Fund
revenues) to a negative $139.7 million (negative 11.8% of General
Fund revenues) in fiscal 2008. In fiscal 2004, the district
realized a substantial $124 million operating deficit resulting in
an unreserved, undesignated General Fund balance of negative
$63.7 million.  In that same year, the district received approval
from the state to refinance approximately $210 million of short-
term State Aid Anticipation Notes outstanding as long-term debt
payable over 15 years.  Although the district realized an
additional operating loss of $115 million in fiscal 2005, the
district recorded a positive General Fund balance of approximately
$47 million mainly due to the refinancing.  The district realized
more modest operating deficits in fiscal 2006 and fiscal 2007 of
$25 million and $14.9 million, respectively as reflected in the
audited financial statements.  The repayment of the refinanced
debt which bolstered General Fund reserves in 2005 began in fiscal
2007.  As a part of the conditions for the state approval, the
district agreed to maintain a positive General Fund balance and
make its finances subject to a Fiscal Review Committee designated
by the State Treasurer.

While the published fiscal 2007 CAFR reflects a lean $7.2 million
General Fund balance, the recently published fiscal 2008 audited
financial statement notes a restatement of this balance to a
negative $3.78 million (negative 0.3% of General Fund revenues) to
correct errors made in calculations for that fiscal year.  Fiscal
2008 results reflected a substantial $136.9 million General Fund
operating deficit, and to date, information regarding these
results and the districts operating plans moving forward have been
very limited.  Public fiscal 2009 budget documents approved by the
school board in June 2008 outline expenditure reductions which
return the district to a positive General Fund balance in fiscal
2010.

State Superintendent Assigns Emergency Financial Manager; Updated
                 Deficit Elimination Plan Expected

When a Deficit Elimination Plan was updated and submitted to the
state in July 2006, Moody's believed many of the underlying
assumptions and action plans were reasonable and achievable, with
balanced operations expected for fiscal 2007.  However, since that
time, material events emerged.  The DEP laid out detailed and
aggressive strategies for balancing financial operations,
including operational reductions as well as school building
closures and the achievement of $88 million in concessions from
labor unions.  It appears however, many of those changes were not
realized in a timely manner.  Also, the enrollment count for
fiscal 2007 was dramatically less than budgeted following the
teacher's strike and the district's temporary school closure,
resulting in a proportionate revenue loss.

In August 2008, the district submitted an updated DEP to the
state.  The Governor then appointed a team to review the
district's finances and determine the fiscal emergency status of
the district.  The appointed team determined that a fiscal
emergency did exist and a consent agreement with the district was
reached which legally binds the district to undertake a
comprehensive list of reforms within several months.  In January
2009, the State Superintendent appointed an Emergency Financial
Manager to oversee all of the district's financial operations for
a limited period of time and reports that an updated DEP is
currently being developed.  Moody's will continue to monitor the
district's credit quality as further developments occur.

                              Outlook

The stable outlook reflects Moody's expectation that the state's
recent assignment of an Emergency Financial Manager to the
district may provide some stability to the district's financial
operations through the medium term.  The stable outlook also
reflects Moody's expectation that the district's credit quality
will neither significantly improve nor significantly deteriorate
in the near term, remaining consistent with the quality of the
current below investment grade rating.  Although the district
continues to work with the state to return to balanced operations,
Moody's expects external forces to continue to weigh heavily on
the district's capacity to restore financial structural balance in
the near term.

                 What Could Change The Rating - Up
                (or revise the outlook to positive)

-- Ability to implement and realize the goals of an updated
    Deficit Elimination Plan in timely manner

-- Structurally balanced operations in fiscal 2009 and beyond

               What Could Change The Rating - Down
                (Or Revise To Outlook To Negative)

-- Continued revenue losses resulting in ongoing operating
    deficits and a weakened balance sheet

-- Inability to implement and realize the goals of the Deficit
    Elimination Plan in timely manner

-- Significant change to the debt profile - though at this time,
    this is not expected.

                          Key Statistics

  * 2000 population: 951,267 (a 7.5% decline from previous
    census)

  * Full valuation: $26.9 billion

  * Full value per capita: $28,289

  * Per capita income as % of the state (2000 census): 66.4%
    (68.2% of the nation)

  * Largest taxpayer as a % of taxable valuation: 7.6% (Chrysler)

  * Debt burden: 11.4%

  * Average annual enrollment decline (2004-2008): 7.5%

  * Fiscal 2008 General Fund balance: negative $139.7 million, or
    negative 11.8% of General Fund revenues


DRYSHIPS INC: Has Preliminary Pact With Bank for Covenant Waiver
----------------------------------------------------------------
DryShips Inc. has reached preliminary agreement with Nordea Bank
Finland Plc to obtain a covenant waiver in connection with the
$800.0 million Primelead facility, which was used to partially
finance the acquisition of Ocean Rig ASA.  The outstanding loan
amount under the facility is $650.0 million.

In accordance with the main terms of the waiver: (i) the Company
will pay a restructuring fee of 0.15% on the outstanding loan
amount under the facility plus an amount equal to 1.00% per annum
on the loan outstanding for the period from January 9, 2009 until
the Effective Date of the waiver agreement; (ii) $75.0 million of
principal repayment due February 2009 will be postponed until May
2009; (iii) the margin on the facility will increase by 1.00% to
3.125% per annum; and (iv) regular principal payments will resume
as of August 2009.

In addition, among other things, lender consent will be required
for the acquisition of DrillShip Hulls 1837 and 1838, for new cash
capital expenditures or commitments and for new acquisitions for
cash until the loan has been repaid to below $375.0 million. The
waiver agreement Effective Date will not exceed August 12, 2009,
at which time the Company expects to be in compliance with the
restructured loan covenants. The agreement is preliminary and is
subject to formal approvals by the Company and the syndicate banks
(Nordea Bank Finland Plc, DnB NOR Bank ASA and HSH Nordbank AG).

                        About DryShips Inc.

DryShips Inc. (DRYS) -- http://www.dryships.com-- based in
Greece, owns and operates drybulk carriers that operate worldwide.
DryShips owns a fleet of 43 drybulk carriers comprising 7
Capesize, 29 Panamax, 2 Supramax and 5 newbuilding drybulk vessels
with a combined deadweight tonnage of over 3.4 million tons, 2
ultra deep water semisubmersible drilling rigs and 2 ultra deep
water newbuilding drillships.  DryShips Inc.'s common stock is
listed on the NASDAQ Global Market where trades under the symbol
"DRYS."


EDUCATION RESOURCES: Seeks to Terminate BofA Student Loan Pacts
---------------------------------------------------------------
The Education Resources Institute, Inc., asks the U.S. Bankruptcy
Court for the District of Massachusetts to approve a stipulation
terminating its relationship with Bank of America, N.A., relating
to several student loan programs.

BofA participated in "make and hold" and "make and wait" loan
programs.  As of March 31, 2008, student loans outstanding in
"Make and Hold" portfolio totaled $130,657,463 and student loans
outstanding in its "Make and Wait" portfolio totaled
$497,371,991.  Of the total amounts outstanding, about $1,600,000
is subject to a full recourse agreement by and between the Debtor
and BofA.  The effect of this recourse agreement is a reduction
in the total projected claim BofA has against the Debtor.
However, given the size of BofA's portfolio and the relatively
small amount that is subject to the recourse agreement, the
Debtor believes the net effect of the recourse agreement on the
amount of BofA's claim is less than $90,000.

Beginning in September 2007 and continuing through February 2008,
BofA made loans under the Loan Programs totaling $303.5 million.
The Debtor funded a Pledged Account with a portion of the
guaranty fees that it received upon the funding of loans by BofA.
BofA holds a security interest in the Pledged Account.  The
balance of the Pledged Account as of November 30, 2008, was
$25,566,081.

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, relates that the Pledged Account provides
collateral to secure the performance of the Debtor's guarantee
obligations.  Depending primarily on assumptions about default
rates, the Debtor believes that funds will remain in the Pledged
Account after realization of all of the Program Loan obligations.
BofA, Ms. Martin says, believes that all funds in the Pledged
Account will be depleted, thereby potentially leaving BofA with a
general unsecured claim against the Debtor.

BofA may also assert that loans funded subsequent to the Petition
Date are entitled to be treated, as if guaranteed by the Debtor
subsequent to the Petition Date, as an administrative expense.
TERI would dispute that assertion based on its right to reject
the Program Documents as executory contracts.  In addition, TERI
intends to return all guaranty fees received in respect of BofA's
Pipeline Loans currently held in its Operating Account to BofA in
approximate amount of $1,003,000.

BofA also asserts that the Debtor owes BofA, as an expense of
administration, totaling $13,110 in interest on loans to student
borrowers as a consequence of the delay in their receipt of good
funds due to an interruption in the Debtor's cash management
systems caused by the Chapter 11 filing.

Ms. Martin recalls that BofA and the Debtor had previously agreed
to suspend loan funding activities under the Loan Programs, and
the Debtor ceased accepting applications for Program Loans as of
April 23, 2008.  BofA wishes to terminate the Loan Programs, and
TERI has agreed to such termination in respect of certain Program
Documents to which it is a party including settlement of claims
and relief from stay.

BofA and TERI agreed to terminate their relationship and resolve
their controversies.  Accordingly, the parties entered into a
stipulation agreeing that:

  (a) Those Program Documents to which BofA and TERI are parties
      will be terminated and deemed rejected.

  (b) TERI will transfer to BofA the full amount of funds in the
      Pledged Account except for $1,460,000 million which will
      be sent to TERI's operating account, free and clear all
      liens, claims and encumbrances and the automatic stay of
      Section 362 of the Bankruptcy Code will be lifted to
      permit BofA to receive and retain these funds.

  (c) TERI will retain all postpetition recoveries on all
      defaulted loans purchased by TERI prior to the Petition
      Date (i) Cram its general operating accounts or (ii) using
      the funds in the Pledged Accounts.

  (d) BofA will waive all claims, including both its Make and
      Wait and Make and Hold claims, and administrative expenses
      based on a Guaranty Event and will waive the Interest
      Claim.

  (e) TERI will waive any existing or future claim to guaranty
      fees.

  (l) BofA and TERI, for itself and its bankruptcy estate,
      mutually release each other from all claims, defenses and
      obligations other than certain identified exceptions,
      including certain confidentiality provisions contained in
      the Program Documents and with respect to certain ongoing
      deposit accounts and lease obligations by and between the
      Debtor and affiliates of BofA.

  (g) TERI will provide transition services to BofA.

Ms. Martin avers that the Debtor has exercised its sound business
judgment in determining to return a majority of the funds held in
the Pledged Account in exchange for a waiver of potential
guaranty claims that BofA may assert in respect of its Make and
Wait and Make and Hold portfolio, plus a waiver of the Interest
Claim.  Ms. Martin adds that compromising the amount of the claim
eliminates the risk of litigation with BofA regarding the value
of their claim and the amount of their secured claim.  It also
eliminates BofA's ability to assert an administrative expense
against the Debtor.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Seeks to Terminate BofA Student Loan Pacts
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Education
Resources Institute, Inc., on January 30, 2009, filed a complaint
with the U.S. Bankruptcy Court for the District of Massachusetts
in its own behalf and derivatively on behalf of the Debtor against
Wilmington Trust Company, as Owner-Trustee, U.S. Bank National
Association, as Indenture Trustee and custodian; and First
Marblehead Data Services, Inc., as administrator for the Trust.

The Creditors' Committee seeks, among other things:

   (i) a declaratory relief as to the nature, validity and
       perfection of the purported security interests granted by
       the Debtor to the Trusts;

  (ii) avoidance of any and all security interests as may be
       determined to be unperfected;

(iii) a declaratory relief as to the applicability of Section
       552 of the Bankruptcy Code to the Trusts' purported
       security interests not otherwise avoidable; and

  (iv) recovery of certain postpetition transfers made by the
       Debtor to the so-called "Pledged Accounts" from funds
       that were not subject to enforceable or perfected liens
       of the Trusts at the times the transfers were made.

The Committee previously sought and obtained authority from the
Court to commence any adversary proceeding against the Trusts on
behalf of the Debtor to determine the enforceability, scope and
perfection of the security interests of the Trusts in any
property of the Debtor, including asserting all of the estate's
avoidance in connection with the Trusts' alleged security
interests and seeking declaratory relief as to the applicability
of Section 552 in respect of the Trusts' purported lien claims.

The Debtor, according to David J. Reier, Esq., at Posternak
Blankstein & Lund LLP, in Boston, Massachusetts, owned some
defaulted Loans purchased from each of the Trusts prepetition in
the aggregate balance of $322,598,185, as of the Petition Date.
As of September 30, 200, the Debtor has received $8,856,396, in
postpetition Recoveries on the defaulted Loans.

The Debtor also purchased some defaulted Loans from each of the
Trusts with the current outstanding balance of $230,000,000.  As
of September 30, 2008, the Debtor has received $1,551,321 in
postpetition Recoveries on the defaulted loans.

According to Mr. Reier, the Debtor has transferred postpetition
Recoveries certain Pledged Accounts for all of the Trusts
totaling $2,289,474.  The Committee, however, asserts that those
transfers were unauthorized, or, if authorized, final disposition
of those funds was authorized expressly subject to further Court
order.

Since June 23, 2008, Mr. Reier recalls the Debtor has transferred
postpetition Recoveries to the Pledged Accounts for at least 11
Trusts totaling $5,667,779.  Mr. Reier argues that those
transfers were expressly prohibited by the Trusts Order, which
required those Recoveries to be segregated pending further Court
order.

Contrary to the Trust's assertions, the Committee contends that
the Trusts lack a perfected security interest in any postpetition
Recoveries irrespective of whether those Recoveries were
deposited into a Pledged Account or a segregated account in
accordance with the Trusts Order.  Moreover, the Committee
asserts that the Trusts lack a perfected security interest in all
defaulted Loans.

According to Mr. Reier, there is an actual and justiciable
controversy between the parties with respect to the
enforceability, perfection and scope of the security interests of
the Trusts in property of the Debtor's bankruptcy estate other
than property that was on deposit in the Pledged Accounts as of
the Petition Date.

Pursuant to Section 544 of the Bankruptcy Code, Mr. Reier relates
that the security interests asserted by the Trusts against
defaulted Loans and Recoveries on defaulted Loans not deposited
in a Pledged Account as of the Petition Date are unperfected and
avoidable by the Debtor.

Mr. Reier argues that the postpetition transfer of Recoveries to
Pledged Accounts, including those that occurred prior to and
subsequent to June 23, 2008, were unauthorized and created an
unauthorized perfection by control of property of the estate that
was otherwise avoidable under Section 544.

Moreover, Mr. Reier asserts that the Debtor may recover from U.S.
Bank all postpetition transfers of Recoveries into Pledged
Accounts which transfers were made on account of or on behalf of
the Trusts.  Mr. Reier avers that those transfers of Recoveries
into Pledged Accounts, to the extent those transfers occurred
prior to June 23, 2008, were subject to further Court order.  He
adds that to the extent those transfers occurred on or after
June 23, 2008, those transfers were in violation of the Trusts
Order.

           About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDGE PETROLEUM: Bankruptcy Still Likely; Defers $19MM Payment
-------------------------------------------------------------
Edge Petroleum Corp. said that it continues to be in talks with
lenders but again warned that it might seek Chapter 11 protection
from creditors if it runs out of better alternatives.

The Company has disclosed an approximately $114 million borrowing
base deficiency under its Fourth Amended and Restated Credit
Agreement, as amended, due to a re-determination of the Company's
borrowing base from $239 million to $125 million.  As a result,
and pursuant to the terms of the Credit Facility, the Company has
elected to prepay such borrowing base deficiency in six equal
monthly installments, with the first $19 million installment being
due on February 9, 2009.

On February 9, 2009, the Company entered into a Consent and
Agreement among the Company, Union Bank of California, as
administrative agent and issuing lender under the Credit Facility,
and the other lenders party thereto, deferring the payment date of
the first $19 million installment until March 10, 2009, and
extending the due date for each subsequent installment by one
month.  The last of the six installment payments will be due on
August 10, 2009.

In connection with the Consent, the Company has agreed to prepay
$5 million of the Company's outstanding advances under the Credit
Facility, in two equal installments.  The first $2.5 million
prepayment was paid on February 9, 2009 and the second $2.5
million prepayment is due on February 23, 2009.  Each of the
prepayments will be applied on a pro rata basis to reduce the six
$19 million deficiency payments.

The Company said it is in continuing discussions with its lenders
under the Credit Facility.  However, it noted, "There can be no
assurance that the Company's discussions with its lenders under
the Credit Facility will be successful or that the Company will be
able to make any required installment payments when they become
due.  Moreover, there can be no assurance that the Company's
ongoing efforts to evaluate and assess its various financial and
strategic alternatives (which may include the sale of some or all
of the Company's assets, the merger or other business combination
involving the Company, restructuring of the Company's debt or the
issuance of additional equity or debt) will be successful.  If
such efforts are not successful, the Company may be required to
seek protection under Chapter 11 of the U.S. Bankruptcy Code."

As reported by the Troubled Company Reporter on Feb. 4, the
Company has retained the investment banking firm Parkman Whaling
LLC to assist in an evaluation of its strategic alternatives.  The
Company also engaged Akin Gump Strauss Hauer & Feld LLP to act as
the company's legal advisor in connection with its evaluation of
various financial and strategic alternatives and to represent the
Company generally in its ongoing corporate and securities matters
as its primary outside counsel.

Edge Petroleum recorded a net loss of $84,012,000 for nine months
ended Sept. 30, 2008, compared with a net profit of $10,875,000
during the same period in 2007. The loss included a $129 million
impairment charge and $70.7 million for depreciation.  The company
recorded $627,681,000 in assets, and liabilities of only
$281,278,000 as of Sept. 30, 2008.  The company is scheduled to
release fourth quarter 2008 results on Feb. 23, 2009.

In mid-December 2008, Edge Petroleum said that its previously
announced merger agreement with Chaparral Energy, Inc., has been
mutually terminated.  Edge and Chaparral determined it was highly
unlikely that the conditions to the closing of the merger would be
satisfied or that the parties would be able to obtain sufficient
debt and equity financing to allow them to complete the Merger and
operate as a combined company, particularly in light of the
challenging environment in the financial markets and the energy
industry.

                       About Edge Petroleum

Edge Petroleum Corp. (NASDAQ: EPEX)is a Houston-based is an
independent oil and natural gas company engaged in the
exploration, development, acquisition and production of crude oil
and natural gas properties in the United States.  At December 31,
2007, the Company's net proved reserves were 163.5 billion cubic
feet equivalent (Bcfe), comprising 116.6 billion cubic feet of
natural gas, 4.8 million barrels of natural gas liquids and 3
million barrels of crude oil and condensate. Natural gas and
natural gas liquids accounted for approximately 89% of those
proved reserves. Approximately 77% of total proved reserves were
developed, as of December 31, 2007, and they were all located
onshore, in the United States. On January 31, 2007, the Company
completed the purchase of certain oil and natural gas properties
located in 13 counties in south and southeast Texas, and other
associated assets from Smith Production Inc. (Smith)


EMERSON REINSURANCE: Moody's Keeps 'Ba2' Rating on $130MM Notes
---------------------------------------------------------------
Moody's Investors Service said that its ratings on Emerson
Reinsurance Ltd.'s three bank loans remain unchanged after the
company recently received the right to terminate its reinsurance
agreements with CIG Reinsurance Limited and New Castle Reinsurance
Company Limited.  Moody's has also withdrawn its rating on Emerson
Re's Series D Loan, which was repaid in January.

Emerson Re issued four bank loans (Series A, B, C, D) in June 2007
as a way for lenders to provide catastrophe excess-of-loss
reinsurance to the ceding companies.

Moody's explained that because the ceding companies recently
decided to stop underwriting business, this gave Emerson Re the
contractual right to terminate the three remaining reinsurance
agreements, and concomitantly gave lenders the option to be repaid
immediately.

As a result of the decision to stop underwriting business,
exposures in the risk portfolio have dropped meaningfully.  The
portfolio could de-risk further as New Castle Re clients may be
re-assigned to other reinsurers.

Notwithstanding, lenders are still exposed to risk as some
contracts remain in-force.  In particular, a full occurrence limit
loss could still attach all three loans.  This is partly because
incurred losses -- mainly from hurricanes Gustav and Ike -- have
eroded the amount of cushion available to lenders.  Furthermore,
invested assets are trading substantially below par (albeit the
total return swap counterparty, Goldman Sachs, remains highly
rated (A1 senior unsecured / negative outlook)).

That said, Moody's believes its ratings on the three loans remain
well-placed.  Should lenders choose to accelerate principal
repayment, Moody's would withdraw its ratings at the time that the
loans are repaid.

These ratings remain unchanged with a stable outlook:

  * Emerson Reinsurance Limited -- $130 million senior secured
    term loan (Series C) at Ba2;

  * Emerson Reinsurance Limited -- $140 million senior secured
    term loan (Series B) at Baa3;

  * Emerson Reinsurance Limited -- $185 million senior secured
    term loan (Series A) at A2.

This rating has been withdrawn because the loan has been repaid in
full:

  * Emerson Reinsurance Limited -- $45 million senior secured
    term loan (Series D) at Ba3;

The last rating action on Emerson Re occurred on June 28, 2007
when Moody's assigned definitive ratings to its bank loans.


ENBRIDGE ENERGY: DBRS Confirms Jr. Sub. Notes Rating at "BB"
------------------------------------------------------------
Dominion Bond Rating Service has confirmed the ratings on the
Commercial Paper, Senior Unsecured Notes and Junior Subordinated
Notes of Enbridge Energy Partners, L.P. (EEP or the Partnership)
at R-2 (middle), BBB and BB (high), respectively, with all trends
changed to Negative from Stable.

The trend changes reflect DBRS's review of EEP's recently released
2009 earnings guidance, which, if achieved, would result in more
significant deterioration in credit metrics during 2009 than
previously anticipated by DBRS.  EEP also continues to face risks
associated with refinancing and project execution through 2010.
Based on the 2009 earnings guidance (net income projected to
decline to between $300 million and $340 million this year
compared with $366.9 million on a DBRS-adjusted basis in 2008),
DBRS expects that EEP's adjusted debt-to-capital ratio would be
maintained in the low 50% range.  However, DBRS estimates that the
resulting cash flow-to-debt, EBITDA interest-coverage and EBIT
interest-coverage metrics would be in the 13% to 14%, 2.7 times to
2.8 times and 1.8 times to 1.9 times range in 2009, which would be
outside the parameters for the current ratings.  If, in DBRS's
opinion, EEP's credit metrics are likely to fall below the
estimated levels noted above with limited potential for
substantial recovery (as noted below) by 2010, further rating
action may occur.  The Partnership has attributed the lowered
guidance to the deteriorating global economy, a low commodity
price environment and restricted access to capital.

The Partnership's non-regulated segments (Natural Gas and
Marketing) are subject to commodity price risk. While mostly
hedged, EEP is exposed to rollover of its shorter-term hedges and
lower prices on its un-hedged positions.  In addition, EEP is
exposed to throughput risk with respect to its fee-based
arrangements.  In the current low commodity price environment,
many oil and gas producers are reducing their capital programs and
consequently drilling activity.  Despite the generally attractive
production growth profiles of natural gas fields where EEP's main
gathering and processing assets are located (mainly on the U.S.
Gulf Coast, with a concentration in Texas), these factors are
expected to negatively affect EEP's earnings and cash flow in
2009.

As noted in its November 18, 2008, press release, in order to
maintain the current ratings, DBRS expects EEP to maintain its
adjusted debt-to-capital ratio in the low 50% range (47.5% at
year-end 2008) and substantially restore its cash flow-to-debt,
EBITDA interest-coverage and EBIT interest-coverage metrics
(16.0%, 3.5 times and 2.5 times, respectively in 2008) to 2006
levels (16.5%, 3.9 times and 2.8 times, respectively) by 2010.
This may be more difficult to achieve than previously anticipated
by DBRS should the current low price environment persist.

The confirmations reflect the Partnership's improved liquidity
position ($1.8 billion of cash and available credit facilities as
at December 31, 2008) following the acquisition of $500 million of
common units by Enbridge Inc. and the issuance of $500 million of
9.875% senior unsecured notes in December 2008.  However, the
Partnership remains subject to pressure over the near- to medium-
term as a result of: (a) EEP's large capex program (expected to
approximate $1.6 billion in 2009 and $0.6 billion in 2010); (b)
potential debt maturities near $450 million in 2009 (including
$200 million completed in January); and (c) increasing cash
distributions to unit holders (due to recent distribution
increases and pending conversion of Class C units to common units
in August 2009).  DBRS expects EEP to continue to maintain an
adequate liquidity position through incremental capital markets
activity, potential sale of non-core assets and/or delay or
reduction of non-committed growth capex in order to maintain its
current ratings.

DBRS expects that EEP's business risk profile will improve upon
completion of the capex program in mid-2010.  Future growth capex
is heavily weighted towards the Liquids segment, compared with the
Natural Gas segment, with the lower business risk profile of the
former (due to strong regulatory and contractual arrangements)
mitigating the higher business risk profile of the latter (due to
volume and commodity price risks, although partly mitigated by
contractual and hedging arrangements).


EPICEPT CORP: Initiates Public Offering of $25 Million Sr. Notes
----------------------------------------------------------------
On February 4, 2009, EpiCept Corporation disclosed a proposed
public offering of $25.0 million principal aggregate amount of
convertible senior subordinated notes due February 2014 and five
year warrants to purchase shares of common stock.  The notes will
be convertible into shares of common stock at the option of the
holders or upon specified events.  Upon any conversion or
redemption of the notes, the holders will receive a make-whole
payment in an amount equal to the interest payable through the
scheduled maturity of the converted or redeemed notes, less any
interest paid before such conversion or redemption.

Upon completion of the proposed offering, the Company would
receive net proceeds of approximately $15.5 million from the
notes, before payment of fees and expenses, after depositing
approximately $9.5 million in escrow for twenty-four months for
the purposes of paying the interest on the notes and the make-
whole payments upon conversion or redemption.  The Company intends
to use the net proceeds to repay its outstanding debt, including
its senior secured loan with Hercules Technology Growth Capital,
Inc., and certain fees required, the remaining
$0.4 million of the Company's subordinated convertible notes due
April 10, 2009, and the Company's EUR1.5 million or $2.0 million
loan held by Technologie-Beteiligungs Gesellschaft mbH der
Deutschen Ausgleichsbank.  The remaining proceeds will be used to
meet the Company's working capital needs and for general corporate
purposes.  The closing of the offering is subject to customary
closing conditions and is expected to occur on or about
February 9, 2009.

A full-text copy of the Preliminary Prospectus Supplement related
to the proposed public offering is available for free at:

               http://researcharchives.com/t/s?3957

                       About EpiCept Corp.

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) -- http://www.epicept.com/-- is a
specialty pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain.  The
company has a portfolio of five product candidates in active
stages of development.  It includes an oncology product candidate
submitted for European registration, two oncology compounds, a
pain product candidate for the treatment of peripheral
neuropathies and another pain product candidate for the treatment
of acute back pain.  The two wholly owned subsidiaries of the
company are Maxim, based in San Diego, California, and EpiCept
GmbH, based in Munich, Germany, which are engaged in research and
development activities.

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

EpiCept's net loss in the third quarter of 2008 was $6.2 million
compared to $7.7 million for the same period in 2007.  For the
nine months ended Sept. 30, 2008, EpiCept's net loss was
$20.0 million compared to $22.4 million for the nine months ended
Sept. 30, 2007.  As of Sept. 30, 2008, EpiCept had approximately
76.2 million shares outstanding.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4.9 million and total liabilities of $20.8 million, resulting
in a stockholders' deficit of $15.9 million.


FAIRFIELD POINT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fairfield Point, L.P.
        16325 Westheimer
        Houston, TX 77082

Bankruptcy Case No.: 09-30813

Chapter 11 Petition Date: February 2, 2009

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  ccb@am-law.com
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway, Suite 320
                  Houston, TX 77098
                  Tel: (713) 522-2270
                  Fax: (713) 522-3322

Estimated Assets: Less than $50,000

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 Hamilton, manager.


FANNIE MAE: Amends Bylaws to Include FHFA Role as Conservator
-------------------------------------------------------------
On January 30, 2009, the Board of Directors of Fannie Mae,
formally the Federal National Mortgage Association, adopted a
preamble to the company's Bylaws to incorporate the role of the
Federal Housing Finance Agency as conservator of the company.
Under the Federal Housing Finance Regulatory Reform Act of 2008,
FHFA, as conservator, succeeded to all rights, titles, powers and
privileges of the corporation, as well as of any shareholder,
officer or director of the corporation, which the preamble applies
to the appropriate Bylaw provisions without specifically revising
all of those provisions.  As noted in the new preamble, FHFA
reconstituted the company's Board of Directors and directed the
functions and authorities of the Board on November 24, 2008.  The
preamble also states that the Board serves on behalf of the
conservator and shall exercise its authority as directed by the
conservator.  The Bylaws should be interpreted recognizing the
control of the conservator.  Therefore, the Board's exercise of
authority under the Bylaws is subject to the direction and, if so
required, the approval of the conservator.

The Board also amended Section 5.14 of the Bylaws to require that
the Board obtain the conservator's approval, where required, of
principal officer compensation.  The Board previously had the sole
power to set principal officer compensation.

In addition, the Board amended Section 2.10 and Article 8 of the
Bylaws to reflect the enactment of the Federal Housing Finance
Regulatory Reform Act of 2008.  As amended, Section 2.10 requires
the company to register both its common stock and preferred stock
under the Securities Exchange Act of 1934, whereas it previously
required only registration of the common stock.  As amended,
Article 8 provides that nothing in the Bylaws shall be deemed to
affect the regulatory or conservatorship powers of FHFA, whereas
it previously referenced the Secretary of Housing and Urban
Development.

A full-text copy of the Amended Bylaws is available for free at:

               http://researcharchives.com/t/s?3953

                        About Fannie Mae

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

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

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

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

                          Conservatorship

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


FENWAL INC: S&P Puts 'B' Corporate Rating on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Lake
Zurich, Illinois-based Fenwal Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications.

"This action reflects our concerns regarding weaker-than-expected
liquidity and increasing leverage associated with the ongoing
transition to becoming an independent company from former parent
Baxter International Inc.," said Standard & Poor's credit analyst
Michael Berrian.  "It also reflects our concern that the recent
verdict against Fenwal, in a patent infringement suit brought by
competitor Haemonetics, could further weaken liquidity and impair
its competitive position in automated blood collection."

Fenwal's liquidity is thinner than S&P had previously anticipated,
due to a heavy transition-related use of cash in the second half
of 2008, which included one-time transition costs.  The company
now has only $1.5 million of availability under its $50 million
revolving credit facility, and about $50 million of cash.
Furthermore, Fenwal is expecting another $15 million of one-time
transition-related costs in the first half of 2009; some of these
costs are already reflected in the current liquidity position.  As
a result of the high capital requirements and one-time costs, S&P
does not expect Fenwal to generate cash flow until the end of the
second quarter.

On Jan. 30, 2009 Fenwal was ordered to pay $15.7 million to
Haemonetics Corp. for violating a patent on technology for
collecting blood.  Fenwal's liquidity could weaken further should
Fenwal be required to pay cash for the settlement, or post a
letter of credit in order to appeal.  The CreditWatch listing also
reflects the uncertain effect of the adverse ruling on Fenwal's
ability to continue to grow its automated red blood cell business.


FIRST METALS: Has Until March 23 to File Bankruptcy Exit Plan
-------------------------------------------------------------
First Metals Inc. discloses that on February 6, 2009, the Company
obtained a court order for an extension, until March 23, 2009, to
file a proposal with the Official Receiver.  The extension was
sought by the Company in light of ongoing discussions with its
principal creditors, aimed at formulating a viable proposal.

As reported by the Troubled Company Reporter, First Metals filed
with the Official Receiver on January 8, 2009, a Notice of
Intention to Make a Proposal under the Bankruptcy and Insolvency
Act.  The filing was made in order to facilitate First Metal's
ability to implement a restructuring plan.

First Metals failed to make an interest payment due December 31,
2008 on its outstanding senior secured Notes.  Any actions against
First Metals are stayed, pending the outcome of the Proposal
process, as a result of the filing.  First Metals was originally
required to file its Proposal within 30 days unless an extension
is granted by the court.

Based in Toronto, Ontario, First Metals Inc. --
http://www.firstmetalsinc.com-- produces Copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit , located approximately 1.2 km from the
Fabie Mine The Company has approximately 42.8 million shares
issued and outstanding.


FLUID ROUTING: $12-Mil. Loan by Affiliate Requires Sale in 35 Days
------------------------------------------------------------------
Fluid Routing Solutions Intermediate Holding Corp. and its three
affiliates are now in bankruptcy after the declining auto
production in the U.S. affected its liquidity.

Fluid Routing has a arranged a $12 million debtor-in-possession
loan with Sun Fluid Routing Finance LLC, to finance its Chapter 11
proceedings.  However, the loan matures in 120 days, and requires
the Debtors to obtain approval from the U.S. Bankruptcy Court for
the District of Delaware for the sale of their assets within 35
days or by March 13.

The lender, Sun FR, which is also owed $10 million for a senior
subordinated secured promissory note, is an affiliate of Sun
Capital Partners, Inc., the parent of the Debtors.

The filing by Fluid is the 10th by a Sun Capital investment since
January 2006, according to Bloomberg's Bill Rochelle.

         Big 3 Woes Put Auto Supplier to Bankruptcy

Fluid Routing is a designer and manufacturer of fuel management
systems, fluid handling systems and hose extrusion products for
automobiles.  The dramatic downturn in the global economy,
unprecedented volatility in the global credit markets and a steep
decline in domestic and foreign auto sales, have led to a decline
in Fluid Routing's operating performance, and consequently, its
bankruptcy filing.

John Carson, chief financial and secretary of Fluid Routing,
relates that the Debtors are almost completely dependent on the
domestic auto industry.  The North American automotive industry is
facing strong headwinds such as: significant volume decreases, the
move from trucks and SUVs to small cars, increases in raw material
prices, supplier/customer friction, weak credit markets, a
considerable drop in consumer confidence, and financial stress for
the "Big Three."  The automotive parts market in which the Debtors
compete is directly correlated to the automotive industry as a
whole.  In 2007, approximately 15.1 million cars and light trucks
were produced in North America.  Forecasts for 2008 reflected
North American light vehicle production at slightly below 12.6
million and reflect a further decline for 2009 at approximately
10.4 million.

"These declining OEM production volumes and significant changes in
vehicle segment mix in the U.S. have reduced the Debtors' revenues
during a period of rapidly increasing materials costs.  This
combination of increasing material costs, quickly deteriorating
revenue, and weak credit markets precipitated the filing by the
Debtors of their chapter 11 petitions."

In response to rapidly evolving automotive industry conditions,
the Debtors aggressively reduced costs and restructured their
operations in an effort to better align their manufacturing
capacity, lower operating costs and streamline their
organizational structure.  Since being acquired in 2007, the
Debtors' management team has engaged in an extensive restructuring
effort to rationalize operations and increase profitability.  The
primary initiative of the restructuring was to reduce the number
of facilities from six to four.  The Debtors closed the
Quebec facility in February 2008 and transferred the business to
their Easley, South Carolina facility.  The Detroit, Michigan
facility was closed and all operations were transferred to the
Debtors' Big Rapids, MI facility.  In addition, the Debtors
consolidated the formed hose operations by transferring the
contracts in Ocala, FL to the Lexington, TN facility.

Even with the success in reducing the fixed costs of the Company,
the Debtors have not been able to generate sufficient cash flows
to meet their continuing obligations.  In light of continued
global economic instability, including the unique financial
difficulties currently faced by the "Big Three" United States
automakers, the Boards of Directors of the company, in the
exercise of their reasonable business judgment, ultimately
determined that the most effective way to maximize the value of
the Debtors' estates for the benefit of their creditors is to seek
protection under chapter 11 of the Bankruptcy Code.

                      About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc. and three affiliates filed for
Chapter 11 on Feb. 6 (Bank.  D. Del., Lead Case No. (09-10384).
Judge Christopher Sonchi handles the case.

Michael R. Nestor, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor LLP, and Neil E. Herman, Esq., at
Morgan Lewis & Bockuis LLP, are the Debtors' counsel.  Mesirow
Financial Interim Management, LLC, is the Debtors' financial
advisors.  Fluid Routing in its bankruptcy petition estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


FORD MOTOR: DBRS Finds Liquidity Sufficient Over Medium-Term
------------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company
announced preliminary 2008 fourth quarter and full year results.
The performance was very weak, with the Company's reported net
income for the fourth quarter and fiscal year amounting to losses
of $5.9 billion and $14.6 billion, respectively.  However, the
year-end figure includes significant special items that
incorporate more than $7 billion in impairments of both Ford and
Ford Motor Credit Company LLC (Ford Credit), attributable to the
significant shift in vehicle segmentation away from larger
vehicles (such as pick-up trucks and SUVs) and toward smaller
vehicles (cars and crossovers).  Excluding the special items,
Ford's consolidated operations generated pre-tax losses of
$3.7 billion and $6.7 billion, respectively.  More significantly,
the Company used $5.5 billion in cash in the fourth quarter, with
Ford's total use of cash in 2008 amounting a very alarming
$21.2 billion.

The poor results are a function of weak automotive markets that
prevailed in 2008, but which have become much worse in recent
months, as economic concerns in the United States proliferated to
a global financial crisis.  Tight credit markets and shaken
consumer confidence had a severe negative effect on demand. In
North America, a sudden and drastic drop in industry volumes
occurred in the last quarter, with the seasonally adjusted annual
rate (SAAR) equaling 10.6 million units, which represented the
lowest quarterly level since 1981.  Sales levels in other major
markets also dropped sharply in the last quarter.  In Europe,
volumes were down 4% year-over-year through the first nine months
of 2008; however by year-end, the annual decrease amounted to 8%
given the extremely weak last quarter.  DBRS notes that Ford's
sales performance in its core North American market was in line
with its competitors, as the Company managed to gain share in the
United States in each of the last three months of 2008.

However, original equipment manufacturers (OEMs) have been unable
to react quickly enough to the sudden and striking drop in
industry volumes, resulting in a significant depletion of their
liquidity positions.  As of year-end, Ford's cash position stood
at $13.4 billion.  In response to the uncertainty surrounding the
global economy and financial markets, Ford announced that it
intends to fully draw its secured credit lines, which will bolster
the Company's liquidity position by an additional
$10.1 billion for a total liquidity position of $24 billion.  DBRS
therefore considers the Company's liquidity position to be
sufficient over the near- to medium-term.  However, in the event
of a failure of an OEM or if the North American industry should
deteriorate significantly further from already historically weak
levels, DBRS notes that Ford might also be eligible to receive
bridge financing from the U.S. government in a provisional amount
of $9 billion.

Despite the ongoing losses and severe market conditions, DBRS is
of the opinion that previous rating actions are sufficient in
light of Ford's progress in its cost reduction activities and its
remaining liquidity position.  DBRS, however, expects Ford's rate
of cash burn to moderate considerably going forward,
notwithstanding the weak sales expected in 2009.  In the event
that Ford's use of cash continues unabated, this would likely have
prompt negative rating implications.


FOUNTAIN POWERBOAT: Covenant Violation Raises Going Concern Doubt
-----------------------------------------------------------------
Fountain Powerboat Industries, Inc.'s management disclosed in a
regulatory filing with the Securities and Exchange Commission that
there is substantial doubt about the company's ability to continue
as a going concern.  The management pointed to its negative
working capital, significant historical losses, historical
covenant violations, historical negative cash flow from
operations, the weak economy, the diminished availability of
credit and the uncertainty of the fiberglass recreational boating
market.

The management believes the concern may be alleviated by current
plans and initiatives which are directed towards stabilizing the
operation until the economy and marine market recover to a more
stable level.  Among those plans are reductions in marketing,
sales and administrative staffs, curtailing production schedules,
reduction in production work force and significant reduction of
operating expenses.  The uncertainty of the fiberglass
recreational boating market, volatile material prices, retail
finance and dealer floor plan credit availability uncertainty,
effects of the economy in general, and the effects of the weakened
housing market and mortgage crisis on consumer confidence and
availability of discretionary spending, may cause actual results
to differ materially from those planned.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $35,456,627 and total liabilities of $38,887,908, resulting in
a stockholders' deficit of $3,431,281.

Net loss for the three months ended Dec. 31, 2008, was $3,178,585
as compared to a loss of $765,055 for the three months ended
Dec. 31, 2007.  The loss is attributable to the low volume of
sales.

Net loss for the six months ended Dec. 31, 2008, was $3,096,816 as
compared to a loss of $491,676 for the six months ended
Dec. 31, 2007.  The loss is attributable to the low volume of
sales.

                  Liquidity and Capital Resources

The cash balance decreased by $320,260 during the six months ended
Dec. 31, 2008, as compared to a decrease in cash balance of
$966,375 during the six months ended Dec. 31, 2007.  The use of
cash during the current period is attributable to operating and
investing activities.

The use of cash attributable to operating activities in the
current period, $2,342,338, is attributable to:

   -- Net loss of $3,096,816, generated by the ongoing operations
      of the company.  Net loss reflects non-cash depreciation
      expense of $1,323,618 during the period.

   -- Inventories increased $534,995.  This use of cash is due,
      in part, to building a stock of boats at the company's
      retail subsidiary, Fountain Dealers' Factory Super Store.

   -- Accounts payable decreased by $899,426, a use of cash as
      the company reduced its purchase of production materials
      due to lower sales volume.

   -- Dealer incentives decreased by $496,415, a use of cash as
      the inventory of boats of the company's dealers was
      decreased.

   -- Customer Deposits increased by $529,501 during the current
      period.

The use of cash during the six months ended Dec. 31, 2008,
attributable to investing is $634,736.  Cash spent on the
development of new molds and plugs was $483,264, as compared to
$406,907 used for new molds and plugs in the six months ended
Dec. 31, 2007.  Cash spent on other fixed assets was $151,472,
less than the $271,676 spent for other fixed assets during the six
months ended Dec. 31, 2007.

The cash provided by financing activities during the six months
ended Dec. 31, 2008, was $2,656,814, which is attributable to:

   -- Financing the inventory of boats at the company's retail
      subsidiary in the amount of $3,804,419 under the Regions
      Bank Dealer Floor Plan and Security Agreement.

   -- Borrowing $326,000 against the Cash Surrender Value of key
      man life insurance policies owned by the company.

These sources of cash were partially offset by the repayment of a
Note Payable of $397,999 to Regions Bank during the period.

As of Dec. 31, 2008, the confirmed sales order backlog was
approximately $5.4 million.

On Nov. 16, 2007, the company restructured its long-term debt.  On
that date the company entered into an Amended & Restated Loan
Agreement with Regions Bank consisting of:

   1) a $14,500,000 term loan; and

   2) a $2,000,000 revolving line of credit.

                        Covenant Violation

This agreement amends and restates in its entirety the original
$16,500,000 term loan the company entered into with Regions Bank
on Sept. 19, 2005.  The Amended & Restated Loan Agreement matures
Sept. 19, 2010, and is secured by accounts receivable,
inventories, property, plant and equipment, death proceeds under
certain life insurance policies, and common stock.

The Amended & Restated Loan Agreement contains restrictive
covenants setting forth minimum earnings before interest, taxes,
depreciation and amortization and maximum allowable capital
expenditures which were restructured by Regions Bank on Sept. 24,
2008.  Other covenants include a number of other limitations,
including restrictions on mergers or consolidations, disposal of
assets, investments, incurrence of other indebtedness and payment
of dividends.  The company believes that these restrictions will
not have a material effect on the company's ability to maintain
and improve its facilities and compete with other companies in the
boating industry.  As of Dec. 31, 2008, the company was not in
compliance with the covenant setting forth minimum EBITDA. The
minimum EBITDA required for the three months ended Dec. 31, 2008,
is $915,000. The actual EBITDA reported by the company for that
period is a deficit of $2,194,271.  Regions Bank has not yet
issued to the company a waiver of their right to remedy the
technical default resulting from the company's breach of this
covenant.

The remedy for an event of default prescribed in the Amended &
Restated Loan Agreement is for Regions Bank to declare all or any
part of any obligation of the company to Regions Bank due and
payable immediately.  As a consequence of violating this covenant,
the entire balance outstanding on the Term Loan has been reclassed
from Long-Term Debt to Current Liabilities on the company's
Unaudited Condensed Consolidated Balance Sheets.

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

              http://ResearchArchives.com/t/s?394b

                     About Fountain Powerboat

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


FREESCALE SEMICONDUCTOR: Files Amendment to 2007 Annual Report
--------------------------------------------------------------
Freescale Semiconductor, Inc., filed on February 5, 2009,
Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, originally filed on March 13, 2008
for the purpose of revising its disclosure under "Item 9A.
Controls and Procedures," and filing updated certifications as
exhibits to the Annual Report.

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

               http://researcharchives.com/t/s?394a

Austin, Texas-based Freescale Semiconductor --
Http://www.freescale.com/ -- designs and manufactures embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets.  The privately held company has
design, research and development, manufacturing or sales
operations around the world.

                           *     *     *

As of December 31, 2008 and 2007, Freescale's corporate credit
ratings from Standard & Poor's and Moody's were B+ and B1,
respectively.  As of December 31, 2008 and 2007, Freescale's Fitch
rating was B and B+, respectively.  In January 2009, Standard &
Poor's, Moody's and Fitch downgraded the company's corporate
credit ratings to B-, Caa1 and CCC, respectively.

Freescale Semiconductor, Inc., for the year ended Dec. 31, 2008,
incurred a net loss of $7.9 billion.  As of Dec. 31, the company
had $6.6 billion in total assets and $11.3 billion in total
liabilities, resulting in a $4.6 billion stockholders' deficit.


GENERAL MOTORS: May Be Put in Bankruptcy to Protect U.S. Loans
--------------------------------------------------------------
General Motors Corp. and Chrysler LLC may have to be forced into
bankruptcy by the U.S. government to assure repayment of $17.4
billion in federal bailout loans, Bloomberg reports.

Bloomberg, citing loan agreements posted on the U.S. Treasury's
Web site, says that U.S. taxpayers currently take a backseat to
prior creditors, including Citigroup Inc., JPMorgan Chase & Co.
and Goldman Sachs Group Inc.  The government has hired a law firm
to help improve its priority over other creditors.  The U.S.
Treasury, according to reports, has hired Cadwalader, Wickersham &
Taft LLP in New York and Sonnenschein Nath & Rosenthal LLP in
Chicago for advice on the two automakers' restructuring.

The government could obtain priority over other creditors if GM
and Chrysler filed for Chapter 11, and its loans under the TARP
are issued as "debtor-in-possession" loans. Chrysler and GM,
however, have said that filing for bankruptcy would scare away
customers and suppliers.

Bloomberg says that the government can work out an intercreditor
agreement outside of bankruptcy to give it rights to some
collateral ahead of others.  Bloomberg reports that if federal
officials fail to get a consensual agreement to change their
position regarding repayment, they can force Chrysler and GM into
bankruptcy as a condition of more bailout aid.  Bloomberg quoted
Moody's Investors Service credit analyst Bruce Clark as saying,
"The ultimate position of the government could end up being
determined by whatever concessions various creditors make, and the
determination of a bankruptcy court if it ever gets there."

Don Workman, a partner at Baker & Hostetler LLP who isn't involved
in the talks, according to Bloomberg, said that the government
came up with a measure that allowed the debt to be converted to
debtor-in-possession financing.  The government would finance the
bankruptcy with a debtor in possession loan, a lender status that
gives the government priority over other creditors, the report
states, citing Mr. Workman.

On Dec. 31, 2008, the U.S. Treasury completed a transaction with
General Motors Corp., under which the Treasury will provide GM
with up to a total of $13.4 billion in a three-year loan from the
Troubled Assets Relief Program, secured by various collateral.  On
January 2, 2009, the Treasury provided a three-year $4 billion
loan to Chrysler Holding LLC.  The Treasury has required Chrysler
and GM to each submit by Feb. 17 a plan that would show the firm's
long-term viability.  The loan agreement provides for acceleration
of the loan if those goals under the plan, which are subject to
review by a designee of the U.S. President, are not met.

If federal officials fail to get a consensual agreement to change
their place in line for repayment, they have the option to force
the companies into bankruptcy as a condition of more bailout aid,
Bloomberg says.

Chrysler, GM, and Ford Motor Company's latest sales figures have
raised concerns that Chrysler and GM may need additional federal
aid.

Citing people familiar with the situation, Bloomberg relates that
Cadwalader will advise the government on how automakers might be
able to do some restructuring out of court, such as gaining
concessions from unions and suppliers.  The report adds that
Sonnenschein spokesman Jeffrey Mutterperl said his firm is
advising Treasury on "ongoing matters related to the 2008-2009
developments within the U.S. automobile industry."

U.S. auto-parts suppliers are reportedly already eyeing up to
$25.5 billion from the treasury to prevent an industry collapse.
A bankruptcy filing by either GM or Chrysler or both will likely
make matters worse for the auto-parts suppliers.  Some small auto-
suppliers, including Fluid Routing Solutions Inc., have already
filed for bankruptcy due to declining business with the Big 3.

                  Progress with Viability Plans

Chrysler and General Motors continue talks with their unions and
creditors as the Feb. 17 deadline to submit their viability plans
looms.  The two automakers are seeking more concessions from
unions, and debt relief or restructuring from lenders.

"The company's viability plan is on track," said Stuart
Schorr, a Chrysler spokesperson, according to Bloomberg. "We
continue to make progress with our union partners, and this week
will work closely with both the union and debt holders to meet the
remaining requirements."

Bloomberg relates that Chrysler and GM are supposed to show how
they are reducing unsecured debt by two-thirds and how they will
make half their contributions to a retiree health fund in stock.
The automakers, according to the report, must also show how they
will reduce wages and benefits to compete with foreign automakers
operating in the U.S. by year's end.

Bloomberg says that if GM and Chrysler can't convince creditors
and the United Auto Workers to agree to new terms, the government
could force them to return the loans or convert them into funding
for a government-backed bankruptcy.

The Wall Street Journal reported, citing auto company executives,
has said that the U.S. Treasury's taking its time in appointing a
"car czar" is slowing the overall attempt to bail out the
automotive industry.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GENERAL MOTORS: Names Robert Lutz as Advisor, to Leave Year-End
---------------------------------------------------------------
General Motors Corp. Chairperson and CEO Rick Wagoner reported
that Robert A. Lutz, GM Vice Chairperson of Global Product
Development, will transition to a new role effective April 1,
2009, as Vice Chairperson and Senior Advisor.

Mr. Lutz, 76, will provide strategic input into GM's global design
and key product initiatives until his retirement at the end of
2009.  He will continue to report to Mr. Wagoner.

"Bob Lutz was already a legendary automotive product guy when he
rejoined GM in 2001," Mr. Wagoner said, "and he's added to that by
leading the creation of a string of award-winning vehicles for GM
during his time here.  His 46 years of experience in the global
automotive business have been invaluable to us.  I've personally
learned a great deal from Bob and have very much enjoyed the time
we've worked together," Mr. Wagoner added.  "I'm looking forward
to Bob's continued contributions to GM for the remainder of 2009 -
- and I know the impact of his efforts leading GM global product
development will continue for years to come.

         New Global Product Development Vice Chairperson

Mr. Wagoner said that, effective April 1, 2009, the GM Board of
Directors elected Thomas G. Stephens as Vice Chairperson of Global
Product Development, reporting to President and Chief Operating
Officer Fritz Henderson.  Mr. Stephens, 60, is currently Executive
Vice President of Global Powertrain and Global Quality.  In this
new assignment, Mr. Stephens will maintain his responsibility for
overseeing GM's global quality activity.

"Tom Stephens is the perfect guy to take the reins of GM's global
product development," Mr. Wagoner stated.  "He's had extensive
experience in virtually every aspect of our global product
development activities.  With his 40 years at GM, Tom has an
extraordinary understanding of our products and our organization,
and is highly respected worldwide.  I'm confident that with Tom's
passion for great products and vast knowledge of advanced
propulsion, he will continue to raise the bar in executing
outstanding GM cars and trucks."

Concurrent with this appointment, GM is restructuring its global
powertrain group to integrate powertrain functional activities
into their respective global GM functions.  Accordingly, in his
new role, Mr. Stephens will have responsibility for global
powertrain engineering, in addition to global design, product
engineering, product planning and program management.  Powertrain
manufacturing will report to Gary Cowger, Group Vice President of
GM Global Manufacturing and Labor Relations.  Other staffs that
support the GM Powertrain organization will be integrated into
their respective global functions.  These moves represent another
important step in GM's restructuring initiative to create a
leaner, more efficient organization.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GENERAL MOTORS: Gov't Hires Cadwalader & Sonnenschein as Advisers
-----------------------------------------------------------------
United Press International reports that General Motors Corp. and
Chrysler LLC said that the U.S. Treasury has hired Cadwalader,
Wickersham & Taft LLP in New York and Sonnenschein Nath &
Rosenthal LLP in Chicago to advise on the companies'
restructuring.

The Detroit Free Press relates that the development indicates that
bankruptcy remains a possibility for GM and Chrysler.

According to The Detroit Free Press, GM and Chrysler will receive
$17.4 billion in federal loans and are working toward developing
cost-reduction plans by February 17, 2009.

Bankruptcy would likely mean termination, UPI says, citing GM and
Chrysler.  The two automakers would be hard-pressed to come up
with necessary operating cash, according to the report.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GMAC LLC: DBRS Maintains Junk Ratings Under Review
--------------------------------------------------
Dominion Bond Rating Service commented that the ratings of GMAC
LLC remain Under Review with Negative Implications, where they
were placed on October 30, 2008.

This comment follows GMAC's earnings release indicating net income
for Q4 2008 of $7.5 billion.  The results were driven by a sizable
$11.4 billion gain related to the Company's bond exchange
completed during the quarter. However, excluding this one-time
gain, GMAC reported an underlying operating loss of
$3.96 billion, driven by ongoing stress at its automotive segment
and a loss, excluding debt retirement, of $1.7 billion at the
Company's Residential Capital, LLC (ResCap) business unit.
Ongoing credit market turmoil and declining used vehicle prices
contributed to GMAC's core Global Automotive Finance segment loss
of $1.3 billion for the quarter.  The acceleration in the
weakening of the U.S. economy and falling used vehicle prices
during Q4 2008 resulted in rising credit reserves, a $425 million
pre-tax impairment to its operating lease portfolio and a
valuation adjustment in the held for sale (HFS) assets and
retained-interest portfolio.  Moreover, total net financing
revenue was compressed by increased funding costs and a
significant decline in origination volume owing to reduced market
liquidity and lower General Motors Corporation (GM) automotive
sales.

Although DBRS expected continued earnings pressures, it remains
concerned that the continuing deterioration in GMAC's core
automotive segment will reduce the Company's ability to defend its
franchise.  Moreover, given the escalating pressure on consumers,
declining U.S. automotive sales and the overall deteriorating
operating environment, the prospect for a quick recovery is
diminishing.  The weakness in used vehicle prices further
exacerbates this concern as loss severities remain high while
sales processed on lease terminations continue to fall.

DBRS does note that GMAC's recent successful conversion to bank
holding company status has stabilized the Company's short-term
liquidity profile.  As a bank holding company GMAC gains
additional access to liquidity and capital, which enhances the
Company's financial flexibility.  Moreover, GMAC may gain
additional liquidity and funding support should it be approved to
issue AAA debt insured by the Federal Deposit Insurance
Corporation (FDIC).  That said, the ongoing global credit market
dislocations and rapid deterioration in the U.S. auto sales
continue to pressure the Company's liquidity and funding profile.
GMAC's capitalization has improved as a result of the recent bond
exchange and debt retirement as well as the $5 billion of Troubled
Asset Relief Program (TARP) funds received from the US Treasury.
Pro forma total equity, including the rights offering completed
subsequent to the end of the year, was $23.7 billion.

DBRS expects to resolve the review in several steps and with
various rating actions.  In terms of the Issuer Rating and newly
issued debt (as a result of the completed exchange offer), the
review and ultimate resolution and rating will consider the final
structure of GMAC, its liquidity profile, its future earnings
potential and its overall business strategy.  Moreover, the final
ratings will consider the recovery prospects of newly issued debt
as it relates to other forms of outstanding debt.  The ratings of
existing debt that was not exchanged will reflect the subordinate
position of this debt as a result of the newly issued exchanged
debt.  Moreover, included in its review, DBRS will assess GMAC's
ability to protect its franchise and return to profitability given
the challenges the current environment presents.


GREEKTOWN HOLDINGS: Authorized to Borrow Additional $46 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court authorized Greektown Holdings LLC to
borrow a fresh $46 million on top of a previously approved $150
million loan to finance operations while in Chapter 11,
Bloomberg's Bill Rochelle reports.

According to Mr. Rochelle, the Debtor may temporarily borrow
$22.5 million until the final financing hearing Feb. 23.

Greektown lost effective February 1 its exclusive rights to file a
plan.  In order to have its plan-filing deadline extended beyond
December 2008, the Debtor inked a stipulation with certain
parties-in-interest.  Pursuant to the stipulation, the parties
agreed to withdraw their objections to an extension until Feb. 1,
but the Debtor also agreed that the exclusivity won't be extended
without the consent of the counterparties to the stipulation.
These parties are:

  1. The City of Detroit;

  2. Deutsche Bank Trust Company Americas, the indenture
     trustee for $185 million of senior notes due 2013 issued
     by Greektown Holdings LLC and Greektown Holdings II, Inc.;

  3. Jenkins/Skanska Venture LLC;

  4. The Official Committee of Unsecured Creditors;

  5. AIG Global Investment Corp., BlackRock Advisors, Inc., MFC
     Global Investment Management U.S. LLC, Oppenheimer Funds
     and Regiment Capital Advisors LP (the Noteholders); and

  6. The State of Michigan Gaming Control Board.

                     About Greektown Casino

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

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

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

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

(Greektown Casino Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


HCS-CUTLER INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: HCS-Cutler, Inc.
        fdba Hart Tool, LLC
        fdba Dude Tools, LLC
        fdba Dead-On Tools, LLC
        10411 26th Street
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 09- 12094

Type of Business: The Debtor sells construction and industrial
                  equipments.

                  See: http://www.hcscutler.com/

Chapter 11 Petition Date: February 5, 2009

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Dennis G. Bezanson, Esq.
                  Dennis.Bezanson@bbklaw.com
                  Franklin C. Adams, Esq.
                  franklin.adams@bbklaw.com
                  Best Best & Krieger, LLP
                  3750 University Avenue 4th Flr.
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083

Total Assets: unstated

Total Debts: $10,332,583

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

The petition was signed by Jeffrey Cutler, president and chief
executive officer.


HEARTLAND AUTOMOTIVE: Officially Emerges from Chapter 11
--------------------------------------------------------
Heartland Automotive Services, Inc. (HASI), America's largest
Jiffy Lube Franchisee, said Monday that it has officially emerged
from Chapter 11 bankruptcy.

Eric Glover, HASI's chief executive officer, said, "We are excited
about and fully committed to a successful partnership with Jiffy
Lube International and SOPUS Products (Pennzoil).  With
restructuring of our debt, dedication to operational excellence
and ongoing re-imaging of our Jiffy Lube stores, Heartland is
stronger, healthier and more competitive.  We are committed to the
Jiffy Lube system and to a long-term supply agreement with SOPUS.
Jiffy Lube is the largest quick-lube franchise in the nation with
the highest standards for customer service and Pennzoil is the
leading brand of passenger car motor oils.

"Our team members have worked long and hard during the
reorganization and because of their dedication, we were able to
emerge from Chapter 11 quickly. I thank them as well as express
our appreciation for the loyalty of our customers, suppliers and
business partners."

Rick Altizer, president of Jiffy Lube International, said, "We're
pleased to continue to work in partnership with HASI as we both
move forward and focus on growing our business and providing
excellent customer service. HASI's commitment to Jiffy Lube is an
affirmation of our franchise model and dedication to operational
excellence. Jiffy Lube is pleased to maintain its national
footprint and strong franchise network and is delighted with
HASI's clear commitment to our mutual success."

"We are pleased that HASI has emerged from Chapter 11, and we look
forward to working with them to provide Pennzoil, America's top-
selling motor oil, through HASI's network of Jiffy Lube
locations," said Luis Guimaraes, general manager, North American
marketing, for Pennzoil. "Together we will ensure access to high-
performance Pennzoil products and promotions that satisfy
motorists' diverse needs and help keep their engines clean."

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.


HIT ENTERTAINMENT: S&P's Junks Rating Due to Unsustainable Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'CCC+' from
'B' its long-term corporate credit ratings on the media and
entertainment group HIT Entertainment Ltd.  The outlook is remains
negative.

The downgrade reflects Standard & Poor's concerns about the impact
of the economic downturn on HIT's liquidity profile, and
particularly on the financial covenant headroom under HIT's senior
secured credit facilities.  S&P is also concerned about its
expectations of company's negative free cash flow generation after
interest--according to S&P's calculations--and its highly
leveraged capital structure.

HIT's net revenues were about 8% below S&P's expectations in the
first quarter of financial 2009 ended Oct. 31, 2008.  This mainly
reflected the 8% year-on-year drop posted in the Consumer products
segment and the 21% year-on-year fall in Live Events.

S&P is concerned about a potentially weak Christmas holiday
performance, notably in the Consumer product segment, given the
depressed retail environment.  This should constrain the group's
cash flow generation, resulting in gradually tightening liquidity,
potentially limiting HIT's capacity to absorb adverse working
capital movements or a material operating underperformance, or to
reduce net debt.  Therefore S&P expects HIT's leverage to rise
further over the next few quarters, above the 10x Standard &
Poor's adjusted debt to EBITDA (excluding the payments-in-kind)
from the very high 9.6x posted at the end of financial 2008.
S&P's adjustments notably include the restatement of capitalized
production costs as expenses above the EBITDA line.  S&P believes
that this leverage level, combined with HIT's negative free
operating cash flow, raise concerns over the sustainability of
HIT's capital structure.

The group's ratings continue to reflect HIT's very high leverage,
tightening liquidity, significant reliance on its broadcast
partners for continuing distribution of its programs, risks
associated with audience acceptance of content, a narrow base of
operation, and participation in a mature and competitive industry
with limited prospects for internal growth.  The company's strong
content franchises only partially offset these factors.

The negative outlook primarily reflects the continuing and
increasing concerns relating to HIT's deteriorating operating
performance in 2009 compared with 2008 given its highly leveraged
capital structure, and S&P's expectation of tightening in the
evolution of its covenant headroom.  In addition, it also reflects
the group's envisaged lower cash flow generation capacity and
resulting weaker liquidity profile in financial 2009--which
relies on the availability of the group's committed lines--at a
time of financial market turmoil.

S&P would likely deem any discounted exchange offer for HIT's debt
as distressed, given the company's weak liquidity and
deteriorating trading environment.  The execution of distressed
exchange offers are tantamount to default under S&P's criteria.
It should be noted that S&P has no indication that HIT's
management intends to explore such a route, yet note that many
low-rated companies have recently executed or considered
discounted exchange offers.

The outlook, conversely, could revert to stable if HIT can
demonstrate it will maintain adequate covenant headroom (at least
equal to 15%) through 2010.  Rating stability would also be
supported by any measure to reduce debt or protect the group's
free cash flow generation capacity in the context of the severe
deteriorating customer demand.

Given the group's highly leveraged capital structure, there
currently is no upside potential for the ratings.

                           *     *     *

Bloomberg's Bill Rochelle notes that the new S&P grade is two
clicks below the demotion issued in December by Moody's Investors
Service.


HOLOGIC INC: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Bedford, Massachusetts-based Hologic Inc. to stable
from positive, as well as affirmed the ratings on the company,
including the 'BB-' corporate credit rating.  This action reflects
the decline in Selenia digital mammography unit sales in the first
quarter of fiscal 2009 (fiscal year-end Sept. 27, 2008) due to
constrained hospital capital spending.  S&P expects this trend,
caused by the recession, to continue.  As a result, financial
parameters may not strengthen to levels that might otherwise
suggest a higher near-term rating.

"The mid-speculative-grade rating on Hologic reflects its concerns
with the medical product company's aggressive growth, including
the challenges of integrating new activities, high debt leverage,
and technology risk," said Standard & Poor's credit analyst Cheryl
E. Richer.  Furthermore, the recession has negatively affected
Breast Health division revenues (about half of total revenues).
"These risks outweigh the company's well-established positions in
women's health markets," she continued.

Hologic's focus on expanding in the field of women's health places
it in competition with a few, but very large, companies, and the
company faces some exposure to reimbursement challenges.
Hologic's series of acquisitions, targeted for their technological
innovation, helped support company strategy.  However, the
recession has negatively affected capital goods sales in the
health care industry, as hospitals cut back on equipment purchases
due to budget constraints.

The outlook is stable.  While weakening Selenia sales have been
largely a U.S. phenomenon, international demand could fall as
well.  Still, consumable product growth is expected to largely
offset Selenia sales declines.  It would take an EBITDA decline in
excess of 10%, possibly caused by the unexpected failure of
Selenia, to gain adherence in a recessionary environment.
Alternatively, only minimal growth, improving EBITDA margins, and
continued debt repayment could result in a ratings upgrade.  While
S&P does not believe this will be likely, an early stabilization
in new product demand could lead to prospects for faster-than-
expected debt repayment.  Three products that are pending FDA
approval could provide revenue upside potential, but their
contribution would likely not be material until fiscal 2010.


HUMAN TOUCH: S&P Downgrades Corporate Credit Rating to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Long Beach, California-based Human Touch LLC and its
wholly owned subsidiary Interactive Health Finance Corp.,
including its corporate credit rating, to 'CC' from 'CCC'.  S&P
also lowered the rating on the 7.25% senior notes due 2011 to 'C'
from 'CCC-', and revised the recovery rating to '6' from '5',
indicating that lenders can expect negligible (0-10%) recovery in
the event of a payment default.

The rating outlook is negative.  Total consolidated debt as of
Sept. 30, 2008 (including bankers' acceptances, commercial letters
of credit, preferred stock, and registration payment arrangements)
was about $147 million.

"The downgrade reflects the company's weak preliminary year-end
results and its announcement that it is evaluating strategic
initiatives," said Standard & Poor's credit analyst Bea Chiem.
"Standard & Poor's believes that Human Touch is at substantial
risk of payment default in the next six months," she continued.

Standard & Poor's remains very concerned about Human Touch's
ability to maintain adequate liquidity given its continued
declining sales trends, very high leverage, potential inability to
receive covenant relief and extend the maturity on its revolver,
and meet its near-term debt obligations.  S&P could lower the
ratings if the company's operating performance and/or liquidity
position worsens further and it cannot meet its April interest
payment on its bonds.  A stable outlook is unlikely at this time,
given the company's extremely weak financial profile.

                         *     *     *
Bloomberg's Bill Rochelle notes that the largest customer of the
Long Beach, California based company was Sharper Image Corp., the
184-store specialty retailer that filed in Chapter 11 last year
and liquidated.


INSIGHT ENTERPRISES: To Restate 2007 Earnings Report
----------------------------------------------------
Insight Enterprises, Inc., discloses that, following an internal
review, the Company has determined that its historical accounting
treatment, since 1996, of certain aged trade credits created in
the ordinary course of business was in error. The error relates
primarily to the release of certain aged trade credits from its
balance sheet to its statement of earnings prior to the complete
release of the underlying liabilities under applicable legal
requirements.

Insight is working with its auditors and external advisors to
quantify the related liabilities and to establish new policies
going forward. The review, covering trade credits since 1996, is
ongoing, but the Company expects that it will restate financial
statements which are included in the Company's most recently filed
Annual Report on Form 10-K, for the year ended December 31, 2007,
and in the Quarterly Reports on Form 10-Q for the first three
quarters of fiscal year 2008.  The Company also expects that the
restatement of its financial statements will include a material
reduction of retained earnings as of December 31, 2004, related to
the accumulation of such errors in prior periods.

The cumulative restatement effect is expected to be $50 million to
$70 million, before consideration of any tax effects. Given the
high volume of individual transactions involved and complexity of
researching each item, the Company expects that the final
settlement of these liabilities may take multiple years and may
eventually be settled for less than the estimated liability. Any
difference between the restated amounts accrued by the Company and
the final settlement with counterparties will be reflected in the
periods in which any such resolution occurs.

"Insight is committed to fairly and completely addressing the
impact of our historical accounting practices and to putting this
matter definitively in the past," Mr. Fennessy said. "In fact,
Insight has already made a number of important changes in our
finance activities, including new management in certain key
finance roles, as well as updates to our systems and policies to
ensure the Company's accounting practices are fully compliant
going forward."

The Company has informed the administrative agent and lenders
under its primary secured credit facilities of its intention to
restate its financial statements. The errors and consequent
restatement constitute a default under the Company's primary
credit facilities.  Accordingly, the Company sought and has
received the waivers required to resolve this default.

On Monday, Insight Enterprises reported preliminary financial
results for the fourth quarter of 2008 and its perspective on
the 2009 market environment.  The Company said net sales for
the quarter are expected to decrease 10% to $1.16 billion.
Gross profit for the quarter is expected to decline 10% to
$155.4 million.

The Company paid down $103 million in debt in the fourth quarter.

"While softening demand for IT solutions led to fourth quarter
results below management expectations, our successful efforts in
2008 to reduce our base cost infrastructure and refine our go-to-
market model partially mitigated these results," said Rich
Fennessy, President and Chief Executive Officer. "Insight's
underlying business strategy remains strong, and the Company will
continue to take the necessary actions to ensure our long-term
success."

                         2009 Perspective

The Company believes that uncertainty around the depth and length
of the global recession, anticipated volatility in currency
markets, and continued tightness in the credit markets will
combine to make 2009 a challenging year for most companies.
Insight's business will be further challenged by shrinking client
budgets and reduced incentives from key channel partners.
Therefore, the Company anticipates that net sales and gross profit
will decline year over year in 2009, partially offset by the
resource actions and other cost reduction initiatives completed in
2008 and planned for 2009. As a result, the Company expects
diluted earnings per share before severance or any other one time
charges will decline between 25% and 30% in 2009 with a larger
percentage of decline in the first half of the year than in the
second half, reflecting a more difficult year-to-year comparison
and the effect of partner program changes in the software
category.

"We remain confident that we have the right business model in
place and have taken, or are prepared to take, the appropriate
actions to manage through this difficult environment and emerge as
a stronger company when market conditions improve," Mr. Fennessy
said. "Perhaps the greatest testament to our strategy is our
strong long term client and partner relationships. Additionally,
we enter 2009 with broad geographic capabilities, an attractive
mix of hardware, software, and services capabilities, strong
organic operating cash flows, and an experienced management team."

The Company will not release final fourth quarter and full year
2008 results until it has finalized its year end closing process
and audit, including the accounting related to the proposed
restatement, at which time it will file its 2008 financial
statements with the Securities and Exchange Commission.


INTEGRA TELECOM: Moody's Junks Rating on Too Much Debt
------------------------------------------------------
Moody's Investors Service has downgraded Integra Telecom, Inc.'s
Corporate Family Rating and Probability of Default Rating to Caa1
from B3.  In addition, Moody's downgraded the individual debt
instruments at Integra and its wholly-owned subsidiary Integra
Telecom Holdings, Inc., as per the schedule below.  The ratings
have been placed on review for further possible downgrade.

Rating Actions:

Issuer: Integra Telecom, Inc.

  -- Corporate Family Rating, Downgraded to Caa1 from B3
  -- Probability of Default Rating, Downgraded to Caa1 from B3
  -- Senior Unsecured PIK Notes, Downgraded to Caa3 from Caa2
  -- All Ratings Placed on Review for Possible Downgrade

Issuer: Integra Telecom Holdings, Inc.

  -- Senior Secured First Lien Credit Facility, Downgraded to B1
     from Ba3

  -- Senior Secured Second Lien Credit Facility, Downgraded to
     Caa2 from Caa1

  -- All Ratings Placed on Review for Possible Downgrade

Outlook Actions:

Issuer: Integra Telecom, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Integra Telecom Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

The downgrade decision and the ongoing review reflects Moody's
belief that Integra's overall debt load may be unsustainable over
the long term, given the challenges the Company faces in a
weakened economy and lower than anticipated sales following the
acquisition of Eschelon Telecom in August 2007.  The slower than
anticipated ramp up of the sales force efficiency in the legacy
Eschelon markets and the heightened churn caused by the poor
economic conditions in Integra's markets have contributed to its
revenue run rate falling about $100 million short of Moody's
previous projections for 2009 which had supported the initial B3
CFR assignment.  Integra has exceeded expected cost synergies from
the integration of Eschelon, and may have flexibility in managing
its working capital and slowing its capital spending to preserve
liquidity and generate positive free cash flow in 2009.  However,
Moody's is concerned that despite ongoing cost cutting and
improvements in sales force efficiency, the accretion on Integra's
$280 million PIK notes will keep leverage elevated, thus
increasing the probability of a debt restructuring in the future.

As a result of the Company's EBITDA falling short of projections,
Integra is on the verge of violating financial covenants under its
credit facilities.  The Company has initiated an amendment process
with the bank group.  Moody's will monitor the developments with
the bank group and the conclusion of the review will be greatly
influenced by the outcome of the amendment process.  As Moody's
stated in its special comment on the U.S. Competitive Local
Exchange Carriers (August 2008, document # 110730) the history of
CLEC restructurings has demonstrated rapid deterioration of value
of companies operating in bankruptcy and failed CLECs can bring
potentially low recoveries to lenders.  Therefore, Moody's
believes that CLEC lenders would be more willing to keep a CLEC
out of default if a realistic turnaround plan is in place.  In the
event that the Company does not come to terms with its lenders on
an amendment, Moody's may downgrade Integra's ratings by more than
one notch.

Moody's review will focus on a) the Company's ability to
successfully obtain an amendment from its lenders resetting the
covenant levels to give it operating flexibility over the next 12
to 18 months, b) Moody's comfort with the company's business plan
going forward, and c) the company's path to expand free cash flow
growth.

Moody's most recent rating action for Integra was on August 16,
2007.  At that time Moody's affirmed the Company's CFR at B3,
following a realignment of the debt instruments that it was
raising to fund the acquisition of Eschelon.

Integra is headquartered in Portland, OR, and provides
telecommunications services to small and medium-sized enterprises
and other communications companies.

                           *     *     *

Bloomberg's Bill Rochelle notes that the new Moody's rating is one
level higher than the downgrade issued in December by Standard &
Poor's.  Integra owed $1.2 billion for borrowed money in
September, according to S&P.


INTERLAKE MATERIAL: Hires Auctioneer for Remaining Assets
---------------------------------------------------------
Interlake Material Handling Inc., is hiring an auctioneer to sell
the equipment in three plants that aren't being sold as part of
the $30 million offer for the business from Mecalux SA, Spain's
largest maker of warehouse equipment, Bloomberg's Bill Rochelle
reports.

Interlake Material Handling, and its affiliated debtors won
approval from the U.S. Bankruptcy Court for the District of
Delaware to auction off substantially all of their assets.  The
Debtors, on Dec. 31, 2008, signed a contract with Mecalux USA,
Inc., and Mecalux Mexico S.A. de C.V., and have agreed to sell
their assets to Mecalux for $30,000,000, absent higher and better
bids for those assets.

Judge Kevin Carey set a March 4 auction with a March 5 hearing to
approve the sale to the highest bidder.  The Debtor originally
contemplated a Feb. 16 auction.

Pursuant to an acquisition agreement, Mecalux has agreed to
purchase the assets related to the Debtors' retail, non-retail,
installation services, and IK de Mexico racking business and their
Lexington automation controls and integration business.  The
acquired assets will include these wholly owned subsidiaries of
the Debtors: (i) Interlake de Mexico, S.A. de C.V., (ii)
Industrieas Interlake S.A. de C.V., (iii) Empresas Interlake de
Matamoros, S.A. de C.V., and (iv) NSF Mexicali S. de R.L. de C.V.
The sale would not include non-debtor affiliate J&D Products LLC,
cash, accounts receivable and other miscellaneous assets.

                   About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERMET CORP: Plan Filing Period Extended to April 30
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Intermet Corp., and its debtor-affiliates' exclusive period to
file a plan to April 30, 2009, and their exclusive period to
solicit acceptances of said plan to June 30, 2009.

As reported in the Troubled Company Reporter on Dec. 22, 2008, the
Debtors told the Court that they will use the requested extension
to accurately evaluate their assets and liabilities, negotiate and
propose a plan, and prepare a disclosure statement.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represents the Debtors.  In their previous bankruptcy filing, they
listed $735,821,000 in total assets and $592,816,000 in total
debts.  Intermet Corporation emerged from this first bankruptcy
filing in November 2005.


ITSA INTERCONTINENTAL: NY Court Grants Chapter 15 Protection
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Chapter 15 petition of ITSA Intercontinental
Telecomunicacoes Ltda., acknowledging that ITSA's bankruptcy
proceedings in Brazil is the "foreign main proceeding."

Consequently, debt holders must work out their disputes with the
company in Brazil, not in the U.S., Bloomberg's Bill Rochelle
notes.

ITSA Intercontinental Telecomunicacoes Ltda. --
http://www.itsa.com.br/-- is a Brazilian pay-television and
wireless Internet service provider.  According to Bloomberg, ITSA
has been undergoing bankruptcy in Brazil since April 2008.

ITSA filed its Chapter 15 petition on Oct. 7, 2008 (Bankr. S.D.
N.Y. Case No.: 08-13927).  ITSA tapped Paul N. Silverstein, Esq.,
at Andrews Kurth LLP, as counsel.  In its petition, the company
listed assets and debts of $10 million to $50 million.  Judge
Allan Gropper has entered an order recognizing Brazil as the site
of its main bankruptcy proceedings.


JACOBS ENTERTAINMENT: Moody's Affirms Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's affirmed the B2 corporate family rating and probability of
default ratings on Jacobs Entertainment Inc.  It also affirmed the
Ba2 senior secured debt rating and the B3 rating on the senior
unsecured notes.  Additionally, the speculative grade liquidity
rating was upgraded to SGL-3 from SGL-4.  The rating outlook
remains negative.  The ratings affirmation and the upgrade of the
speculative liquidity rating reflect the lower risk of financial
covenant violation in the very near term and Moody's expectation
that the company's operating performance will remain somewhat
resistant to decline in 2009.

In Moody's opinion, the risk of breach for the senior secured
leverage covenant under JEI's credit agreement materially reduced
in the near term following the completion of an amendment under
the company's credit agreement.  Additionally, although JEI's
operating performance could be pressured by challenging economic
conditions, Moody's expect EBITDA to remain at an acceptable level
in 2009.  Moody's assessment incorporates the relative stability
of the Louisiana truck stop operations, which have "convenience
gambling" features.  Moody's also recognize that JEI's Colorado
properties have recently outperformed the Colorado gaming market
and could benefit from the new Amendment 50 regulation in the
second half of 2009.

Nevertheless, Moody's rating outlook remains negative at this
junction, reflecting the risk of sharper deterioration than
expected of the company's earnings in a recessionary environment.
The negative outlook also considers JEI's high leverage, which
needs further improvement to adequately position the company in
its rating category, and the potentially more limited cushion
under the net leverage covenant in the quarter ended March 31,
2010, when a step down clause comes into effect.

These ratings have been affirmed:

  -- B2 corporate family rating

  -- B2 probability of default rating

  -- Ba2 (LGD2, 13%) senior secured revolver

  -- Ba2 (LGD2, 13%) senior secured term loan

  -- Ba2 (LGD2, 13%) senior secured delayed draw term loan

  -- B3 senior unsecured notes (LGD point estimate revised to
     LGD4, 68% from LGD4, 69%)

The last rating action was on July 31, 2008, when Moody's assigned
a SGL-4 speculative liquidity rating to JEI.

Jacobs Entertainment Inc is the owner and operator of gaming
facilities located in Colorado, Nevada, Louisiana and Virginia.
Net revenues for the twelve-month period ended September 30, 2008,
were approximately $364 million.


JAMES NELSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James Anthony Nelson
        aka Jim Nelson
        Jayme Beth Nelson
        P.O. Box 16028
        Albuquerque, NM 87191

Bankruptcy Case No.: 09-10363

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

                  and

                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

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

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

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

            http://bankrupt.com/misc/nmb09-10363.pdf

The petition was signed by James Anthony Nelson and Jayme Beth
Nelson.


JEFFREY MCCUNE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jeffrey D. McCune
        150 Arboleda
        Santa Barbara, CA 93110

Bankruptcy Case No.: 09-10369

Type of Business: The Debtor owns a real estate property.

Chapter 11 Petition Date: February 6, 2009

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Debra C. Young, Esq.
                  4535 Oak Glen Dr., E.
                  Santa Barbara, CA 93110
                  Tel: (805) 403-2213

Estimated Assets: $10 million to $500 million

Estimated Debts: $10 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Michael & Elena Altomare       property purchase $500,000
5089 San Simeon                security:
Santa Barbara, CA 93111        $400,000

Greg Leslie Sanderson          property purchase $500,000
1433 Bath Street               security:
Quartzite, AZ 85359            $400,000

Kedric & Marilyn Garret        property purchase $500,000
PO Box 3874                    security:
Santa Barbara, CA 93110        $400,000

Johannes & Nadine Debruin      property purchase $500,000
7261 Domingos Rd.              security:
Lompoc, CA 93426               $400,000

Annie Wilder                   property purchase $500,000
1616 E. Valley Rd.             security:
Montana, CA 93108               $400,000

Sandler Link & Wiener          property purchase $500,000
99 La Vuenta                   security:
Montecito, CA 93108            $400,000

Jimmy Smit                     property purchase $500,000
783 Via Miguel                 security:
Santa Barbara, CA 93111        $400,000

Anderson Family                property purchase $500,000
2591 S. Flotilla               security:
Boise, ID 83706                $400,000

Robert & Sylvia Morgan         property purchase $500,000
940 Diamond Crest Court        security:
Santa Barbara, CA 93111        $400,000

Janice McCune                  personal loan     $300,000


Peter Edward Link 737-6682     business loan     $150,000

Pacific Capital Bank           loan              $100,000

Express Loan Servicing         student loan      $63,000

Alicia Newton                  personal loan     $60,000

AAA Visa                       credit card       $57,000

Alaska Air                     line of credit    $49,000

American Express               credit card       $45,000

Larry & Nancy Howze Trust      rental            $22,000

Citifinancial                  credit card       $18,000

Home Depot                     line of credit    $12,800


JESUS CRUZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jesus Antonio Soto Cruz
        dba JZ Rental
        aka Cano Soto
        Zoraida Vazquez Rodriguez
        dba Imagen 2000
        aka Zory Vazquez
        Calle Barbosa 124
        Las Piedras, PR 00771

Bankruptcy Case No.: 09-00673

Chapter 11 Petition Date: February 2, 2009

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

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P O Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Email: vgratacd@coqui.net

Total Assets: $3,631,702

Total Debts: $1,887,502

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

            http://bankrupt.com/misc/prb09-00673.pdf

The petition was signed by Jesus Antonio Soto Cruz and Zoraida
Vazquez Rodriguez.


JOLLY PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jolly Properties, Inc.
        12810 Willow Centre Dr., Suite D
        Houston, TX 77069
        Tel: (281) 444-5646

Bankruptcy Case No.: 09-30872

Type of Business: The Debtor build commercial and residential
                  homes.

                  See: http://jollypropertieslp.com/

Chapter 11 Petition Date: February 3, 2009

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  mastinlaw@yahoo.com
                  2323 S. Voss Road, #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206

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
   ------                      ---------------   ------------
Roger Arora                                      unstated
c/o John P. Venzke
PO Box 667485
Houston, TX 77266

Bombay Group LLC                                 unstated
c/o John P. Venzke
PO Box 667485
Houston, TX 77266

Maxim Bay III LP                                 unstated
c/o John P. Venzke
PO Box 667485
Houston, TX 77266

The petition was signed by Gurmukh S. Jolly, president.


JOHN WELLS JR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John Richard Wells, Jr.
        aka Richard Wells, Jr.
        aka J. Richard Wells
        dba J. Richard Wells, Jr., MD, PC
        aka J Richard Wells, MD
        aka Rick Wells
        6155 Tuckerman Lane
        Rockville, MD 20852

Bankruptcy Case No.: 09-11811

Chapter 11 Petition Date: February 4, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.com

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

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

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

            http://bankrupt.com/misc/mdb09-11811.pdf

The petition was signed by John Richard Wells, Jr.


KEY PLASTICS: Court Confirms Chapter 11 Plan
--------------------------------------------
Key Plastics LLC and its units obtained a bankruptcy court order
confirming their joint pre-packaged plan, concluding the company's
second trek through Chapter 11.

A full-text copy of the January 29, 2009 confirmation order by the
U.S. Bankruptcy Court for the District of Delaware is available
for free at:

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

Key Plastics has said the Plan effectuates a comprehensive
financial restructuring of its existing equity and debt structures
by conversion of its senior secured debt into equity or retirement
of the same.  On the Plan's effective date, the reorganized
Debtors will be a wholly-owned subsidiary of reorganized Finance
Corp. and the holders of the 11 3/4% senior secured notes due 2013
will hold 100% of the Reorganized Finance Corp. Equity.

Under the Plan, each holder of Key Plastics Series A Unit Claims
will be paid cash equal to $474 per Series A Unit held.  At its
option, holders of Senior Notes will be entitled to receive,
either:

  -- pro rata share of 65% of the fully-diluted new common units
     to be issued by Reorganized Key Plastics, which will
     subsequently be contributed to the Reorganized Finance
     Corp. in exchange for an equal percentage of new common
     stock to be issued by Reorganized Finance Corp.; or

  -- cash equal to 16% of the face value of the holder's senior
     notes.

Furthermore, holders of senior notes who elect to receive their
pro rata share of New Key Plastics Equity will be entitled to
participate in a rights offering in which each holder may
subscribe for its pro rata share of no more than 35% of New Key
Plastics Equity, which will also subsequently be contributed to
the reorganized Finance Corp. in exchange for an equal percentage
of New Finance Corp. Equity.

The company related that on Nov. 12, 2008, it solicited votes on
the Plan, wherein holders of Senior Notes Claims under Class 1 and
Series A Unit Claims voted to accept the plan.

A full-text copy of the Debtors' disclosure statement explaining
the joint prepackaged Chapter 11 plan of reorganization dated Dec.
15, 2008, is available for free at:

               http://ResearchArchives.com/t/s?38b2

A full-text copy of the summary of the Debtors' joint prepackaged
Chapter 11 plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?38b0

                        About Key Plastics

Headquartered in Northville, Michigan, Key Plastics LLC --
http://www.keyplastics.com/-- supplies plastic components to the
automotive industry.  The company has 24 manufacturing facilities
located in the United States, Canada, Mexico, Germany, Portugal,
Spain, the Czech Republic, France, Slovakia, Italy and China.
According to Bloomberg News, the company filed for bankruptcy in
March 23, 2000, in Detroit and emerged a year later under the
ownership of private-equity firm Carlyle.  The company and Key
Plastics Finance Corp. filed separate petitions for Chapter 11
relief on Dec. 15, 2008 (Bankr. D. Del. Case Lead Case No.
08-13324).  Mark D. Collins, Esq., at Richards Layton & Finger PA;
and Stephen A. Youngman, Esq., and Martin A. Sosland, Esq., at
Weil, Gotschall & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts between
$100 million and $500 million each.


LAM RESEARCH: Decline in Sales Prompt S&P to Cut Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on Fremont, California-based Lam Research Corp. to 'BB-' from
'BB'.  The outlook is negative.  The rating action primarily
reflects the company's significant decline in sales and
profitability, as well as Standard & Poor's expectations of
further declines throughout 2009, given the weak semiconductor
capital equipment market.

The rating on Lam Research reflects the volatile nature of the
semiconductor capital equipment industry, the company's narrow
business focus, as well as its high customer and product
concentration.  Lam Research's net cash position only partially
offsets these factors.

Revenues declined 27%, to about $1.9 billion, during the 12 months
ended Dec. 28, 2008.  In the same period, the company's adjusted
EBITDA was down 59% to about $340 million.  These declines reflect
significantly reduced spending levels by logic and memory chip
manufacturers due to memory overcapacity and the weak economic
environment.  Standard & Poor's expects further significant
declines in revenues and profitability over the near term.

"The semiconductor capital goods market continues to deteriorate
due to delayed capital expenditures by chip manufacturers and
cautious capital markets," said Standard & Poor's credit analyst
Joseph Spence.  Lam Research's good cash balances and moderate
debt levels provide some buffer to the current operational
challenges.  Upside ratings potential is very limited over the
next year due to weak industry conditions, which S&P expects to
continue through
2009.

"We could lower the rating further if the slowdown deepens and
persists through early 2010 increasing operating losses; and/or
Lam Research is required to pay off its term loan, resulting in a
decrease in unrestricted cash and short-term investments balances
to the $500 million area," he continued.


LANDSBANKI ISLANDS: NY Court Grants Chapter 15 Protection
---------------------------------------------------------
Landsbanki Islands hf won a ruling from the U.S. Bankruptcy Court
for the Southern District of New York that approved its Chapter 15
petition in the U.S., and recognized Iceland as home to the
"foreign main proceeding."

On December 9, 2008, Kristinn Bjarnason in his capacity as the
foreign representative of Landsbanki Islands hf., filed a Verified
Petition for Recognition of a Foreign Main Proceeding and Motion
for Permanent Injunction, and Related Relief Pursuant to 11 U.S.C.
SS 1504, 1515, 1517, 1520, and 1521, pursuant to Chapter 15 of
title 11 of the United States Code, with the United States
Bankruptcy Court for the Southern District of New York.

The Petition and Motion sought the entry of an order granting
recognition to the Icelandic Proceeding currently pending in
Iceland as a foreign main proceeding and granting injunctive and
related relief in aid thereof.

                         About Landsbanki

Headquartered in Reykjavik, Iceland, Landsbanki Islands hf. --
http://www.landsbanki.is/-- is a financial institution.  The Bank
filed for Chapter 15 protection on Dec. 9, 2008 (Bankr. S.D. N.Y.
Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison & Foerster
LLP, represents the Debtor.  When it filed for protection from its
creditors, it listed assets and debts of more than US$1 billion
each.


MACY'S RETAIL: DBRS Cuts Sr. Unsec. Debt & CP Ratings to "BB"
-------------------------------------------------------------
Dominion Bond Rating Service downgraded on February 5, 2009, the
Senior Unsecured Debt and Commercial Paper ratings of Macy's
Retail Holdings, Inc., to BB (high) and R-3 from BBB (low) and R-2
(low).  The trends have been revised to Stable from Negative.  The
downgrades reflect DBRS's view that Macy's credit metrics will not
recover to a level commensurate with a BBB (low) rating over the
near term.

In the lead-up to this action, DBRS notes that on October 16,
2008, following a downward revision to the Company's full-year
2008 (fiscal year ending January 2009) earnings guidance, DBRS
downgraded Macy's ratings to BBB (low) and R-2 (low) from BBB and
R-2 (middle).  The downgrade was based on the expectation of
credit metrics weakening to a level commensurate with a BBB (low)
rating during the weak portion of a normal economic cycle (i.e.,
lease-adjusted debt-to-EBITDAR of approximately 4.0x (versus 3.1x
for F2008) and lease-adjusted cash flow-to-debt of approximately
16% (versus 21% for F2008)).  At that time, DBRS also stated that
the ratings could be subject to a further downgrade following the
holiday season, if the Company's performance, combined with the
2009 U.S. retail sector outlook, indicated that a recovery in
performance was not likely within the next 12 months.

As a result of an extremely weak 2008 holiday period and the
expectation of difficult retail conditions persisting through
2009, on February 2, 2009, Macy's announced various
restructuring/cost saving initiatives, debt reduction plans and
provided full-year 2009 (F2010) earnings guidance which indicated
a considerable decline in profitability.  The Company expects 2009
same store sales to be down 6% to 8% and full-year net earnings of
between $170 million to $230 million, compared to 2008 (F2009)
expected earnings of approximately $500 million (the Company
reports actual F2009 earnings on February 24, 2009).

Based on this significantly lower guidance, DBRS forecasts lease-
adjusted debt-to-EBITDAR will be approximately 4.6x at year-end
2009 and lease-adjusted cash flow-to-debt will be approximately
15% (based on the lower-end of guidance).  DBRS notes that this
estimate factors in planned early debt retirement of
$950 million, which will be funded via cash on-hand (expected to
be $1.3 billion at year end January 31, 2009).  Excluding the
early debt retirement, these metrics would deteriorate to roughly
5.0x and 13% respectively.  Credit metrics under either of these
scenarios are no longer commensurate with an investment grade
rating from DBRS.

DBRS notes that the Company is taking initiatives such as reducing
its 2009 capex budget ($450 million compared to
$1.1 billion in 2008), employee headcount and dividends (62%
reduction) in order to preserve cash flow, which may allow Macy's
the flexibility to reduce debt beyond current guidance in 2009.
However, given the weak economic outlook and material reduction in
projected earnings, DBRS deems it highly unlikely that the Company
will be able to improve credit metrics significantly within the
next fiscal year.

While DBRS expects Macy's overall liquidity to remain adequate,
the Commercial Paper ratings have been downgraded to reflect the
Company's lower long-term debt rating -- per DBRS policy.  DBRS
forecasts Macy's will continue to generate positive free cash
flow, due in part to the aforementioned reductions in capex and
dividends.  In addition, the Company continues to maintain access
to its $2 billion credit line, which remains unused at this time.

Despite the U.S. recession and poor outlook for U.S. apparel
retailers in the near term, DBRS has revised the trends to Stable
from Negative.  The Stable trend reflects DBRS's view that the
Company's latest initiatives (7,000 headcount reduction, national
roll-out of the My Macy's program and further revision of the
Company's organizational structure), combined with the Company's
strong brands, large scale, adequate liquidity and excellent
geographic diversification will allow the Company to hold the BB
(high) rating through a difficult 2009 and better position it for
a recovery in 2010 as market conditions improve.  Should the
operating environment worsen further than expected, DBRS notes
that the Company could continue to preserve cash flow by further
reducing capex and dividends or rationalize stores.


MANTIFF CHEYENNE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
The Associated Press reports that Ramada Hitching Post Inn has
filed for Chapter 11 bankruptcy protection in the United States
Bankruptcy Court for the District of New Jersey.

According to The AP, local utility provider Cheyenne Light, Fuel
and Power called the Wyoming Legislative Service Office to warn
lawmakers that it might cut power to the Ramada Hitching building.
The AP quoted Ramada Hitching associate legislative information
officer Anthony Sara as saying, "We sent a memo to the floor
letting the legislators know that services could be interrupted,
according to Cheyenne Light."  Court documents say that Ramada
Hitching failed to pay more than $38,000 in debts to Cheyenne
Light.

The AP relates that Ramada Hitching's power was never turned off.
The memo was enough to persuade Sen. Gerald Geis to make
alternative arrangements.  The senator, according to the report,
stayed at Ramada Hitching since he was first elected to the Senate
in 1975.

Farifield, New Jersey-based Mantiff Cheyenne Hospitality, LLC
purchased Cheyenne-based, three-star hotel Ramada Hitching Post
Inn in 2006, months after the hotel's longtime owner, Paul Smith,
died of cancer.  Mr. Smith had owned and operated the hotel since
1982, when he bought it from his parents.

Mantiff Cheyenne -- dba Ramada Hitching Post Inn, fka Best Western
Hitching Post Inn -- filed for Chapter 11 bankruptcy protection on
Feb. 3, 2009 (Bankr. D. N.J. Case No. 09-12621).  Joseph J.
DiPasquale, Esq., at Trenk DiPasquale Webster Della Fera & Sodono
PC assists the company in its restructuring effort.  The company
listed $4,828,347 in assets and $8,484,103 in debts.


MARIA FONDAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Maria Fondal
        P.O. Box 683
        Locust Grove, GA 30248

Bankruptcy Case No.: 09-50329

Chapter 11 Petition Date: February 2, 2009

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

Judge: James D. Walker Jr.

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

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

            http://bankrupt.com/misc/gamb09-50329.pdf

The petition was signed by Maria Fondal.


MARK KUZEL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mark A. Kuzel
        Penny M. Kuzel
        21229 84th Ave. W.
        Edmonds, WA 98026

Bankruptcy Case No.: 09-10808

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
NW Foot and Ankle, LLC                                    -

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St. Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $1,384,201

Total Debts: $2,879,272

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

            http://bankrupt.com/misc/wawb09-10808.pdf

The petition was signed by Mark A. Kuzel and Penny M. Kuzel.


MATTRESS DISCOUNTERS: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland dismissed
Mattress Discounters Corp.'s Chapter 11 cases, after finding that
the Debtor's assets were insufficient to cover the costs of
Chapter 11.

According to Bloomberg's Bill Rochelle, the company was made to
choose between a dismissal and a conversion of the case to Chapter
7 liquidation.  The company chose the former.

Based in Upper Marlboro, Maryland, Mattress Discounters Corp. is a
specialty mattress retailer.  The company and Mattress Discounters
Corporation East filed separate petitions for Chapter 11 relief on
Sept. 10, 2008 (Bankr. D. Md. Case Nos. 08-21642 and 08-21644).
Kevin Kobbe, Esq., at DLA Piper LLP (US) represents the Debtor.
When Mattress Discounters Corp. filed for protection from its
creditors, it listed assets of between $10 million and $50
million, and debts of between $10 million and $50 million.

This was the second bankruptcy filing for Mattress Discounters
Corp.  The Debtor first filed for Chapter 11 protection on
Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330).  The Debtor
emerged from its first bankruptcy filing on March 14, 2003.


MCCLATCHY COMPANY: Fitch Junks Issuer Default Rating from 'B-'
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of The McClatchy Company:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by this action.

Key considerations in the downgrade include:

  -- Even with cost-cutting activity, Fitch expects EBITDA and
     free cashflow to deteriorate for the foreseeable future.

  -- Given the relentless decline in cash generation,
     consolidated leverage is expected to continue to escalate.

  -- At year end the company had sufficient room under its
     financial covenants, interest coverage of 2.8 times (x)
     versus its 2009 covenant requirement of 2.0x, and leverage
     of 5.1x versus 7.0x covenant.  However, Fitch estimates the
     company could exhaust room under its covenants in late 2009
     or early 2010.

  -- Capital structure issues are weighted prominently in the
     current rating.  Fitch believes that the company could opt
     to pursue an exchange offer below par with unsecured
     debtholders to partially address its over-leveraged capital
     structure.  Such an offer could increase interest coverage
     and lower leverage, expanding room around bank covenant
     thresholds and extending the window before a potential
     covenant breach.

  -- Fitch believes it is a real possibility that such an
     exchange could constitute a default under Fitch's Distressed
     Debt Exchange criteria.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  The RRs incorporate an
EBITDA decline of 45%, in excess of the approximate 25% discount
required to breach covenants.  The higher haircut (which yields a
distressed EBITDA of approximately $200 million) reflects Fitch's
attempt to incorporate a more sustainable EBITDA level at which
the company could be reorganized.  Fitch notes that the
administrative claims adjustment employed in the computation of
distressed enterprise value has been increased to 15% from 10% to
reflect uncertainty regarding the company's unfunded pension
obligations.

Fitch has also lowered the distressed EBITDA multiple used in its
analysis from 4x to 2.5x.  The lower multiple reflects the limited
tangible asset value, continued operating performance pressures
and estimated contraction in market multiples.  Given the higher
likelihood of default, Fitch more heavily weights a conservative
estimate of current market multiples given that historical
multiples will likely be less achievable.  This multiple also
incorporates Fitch's belief that the depth of the market for
potential newspaper buyers is very thin at this time.  The 'RR4'
rating for MNI's secured bank credit facility reflects Fitch's
expectation of 31%-50% recovery given that it benefits from a
security interest in certain assets and a guarantee from
materially all operating subsidiaries (providing it priority over
unsecured claims under a default scenario).

The 'RR6' recovery rating for the senior unsecured notes reflects
Fitch's expectation for 0% recovery.  Fitch notes that it is
possible that the recovery prospects for MNI's $44 million senior
unsecured note, due in April 2009, could be better than its debt
class, since maturity is within three months and liquidity should
be sufficient to satisfy the obligation; however, Fitch did not
differentiate this note from its peers, as there is a possibility
that an exchange offer or some other voluntary action could occur
prior to maturity.

The $2.1 billion in total debt comprises approximately
$900 million in bank term loans and revolver balances and
$1.2 billion in notes/debentures (assumed as part of the KRI
transaction).  In June 2011, $170 million in notes, the term loan
A and the revolving credit facility mature.  There is heightened
refinance risk for these maturities as Fitch estimates free cash
flow will not be sufficient to repay them.  Leverage is expected
to escalate (despite the company's efforts to repay debt) through
that period on continued declines in EBITDA.  Fitch estimates that
leverage through the banks is 2.5x and total leverage is 5.8x.
Fitch's metrics assume no adjustments to EBITDA for restructuring
charges although such adjustments can be made for the purpose of
computing covenant leverage.

MNI's liquidity was supported by revolver availability of
$159 million at year end and $5 million in cash balances as of
Sept. 30, 2008.

MNI reported 2008 year-end revenues were down 15.9% and total
advertising declined 17.9% on significant declines in nearly all
the print advertising categories.  Employment and real estate
classified revenues have had the sharpest declines down 45.9% and
41.9%, respectively.  Online growth of 10.6% has not been
sufficient to make up for the accelerating declines in print
advertising revenues.  Fitch estimates that year-end 2008 EBITDA
declined 36.8% from $582 million in 2007 to $368 million in 2008,
driven by the revenue declines and inherent operating leverage in
the business.

                           *     *     *

Moody's Investors Services has recently said McClatchy's fourth
quarter 2008 earnings and covenant levels are in line with the
expectations factored into its current B2 corporate family rating
of McClatchy and negative rating outlook.


MCCLATHY CO: S&P Slashes Ratings to CCC+; 6th Cut in 22 Months
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on The McClatchy Co.; the corporate
credit rating was lowered to 'CCC+' from 'B'.  The rating outlook
is negative.

In addition, S&P revised the recovery rating on the company's
senior secured credit facilities to '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default, from '2'.  The issue-level rating on
this debt was lowered to 'CCC+' (at the same level as the 'CCC+'
corporate credit rating on the company) from 'B+'.

"The rating actions reflect our belief that McClatchy is likely to
violate the total leverage covenant in its credit facilities at
the end of 2009," said Standard & Poor's credit analyst Emile
Courtney.  "This is due to our view that total revenue could
decline near 20% and EBITDA could fall between 35% and 40% this
year."

At December 2008, McClatchy was in compliance with its 6.25x total
leverage covenant (the bank measure was 5.1x) and its 2.25x
coverage covenant (the bank measure was 2.8x).  In September 2008,
the company amended its facility to widen the leverage covenant to
7x starting in 2009 until September 2010, and to lower the
coverage requirement to 2x starting in 2009 for the life of the
facility.  However, given S&P's expectation for revenue and EBITDA
declines in 2009, S&P believes McClatchy is likely to violate its
7x total leverage covenant in the December 2009 quarter, and S&P
is uncertain at this time that lenders would grant additional
temporary relief.  Even if lenders do grant relief, S&P would be
concerned that potential leverage of 7x or more at McClatchy would
not be manageable over the long term given secular trends in
the newspaper industry.  As a result, S&P believes it is likely
that debt at McClatchy would undergo a restructuring of some form.

S&P's operating expectation for revenue and EBITDA in 2009
incorporates the company's 2009 restructuring plan (announced
yesterday) and the 2008 restructuring actions, from which
McClatchy expects to realize total additional expense reductions
of about $250 million in 2009.  S&P expects that the current deep
and long U.S. economic recession will continue to exacerbate
the secular decline in ad revenue at McClatchy, and that ad
revenue is likely to decline by 20% or slightly more this year.
S&P is concerned that moderation in this rate of decline may not
occur until 2010.  In announcing its 2009 restructuring plan
yesterday, McClatchy cited the unprecedented deterioration
in revenues and no visibility of an improving economy.  S&P
believes the risks are heightened in this environment, and that
the current and expected rate of revenue decline is likely to
offset McClatchy's efforts to reduce expenses and sufficiently
limit the EBITDA decline in 2009.

                           *     *     *

According to Bloomberg's Bill Rochelle, S&P downgraded McClatchy
for a sixth time in less than 22 months.

Mr. Rochelle noted that McClatchy acquired Knight Ridder Inc. in
mid-2006 and has 3 million in circulation with its 31 daily and 50
non-daily newspapers.


MERISANT WORLDWIDE: Section 341(a) Meeting Slated for February 25
-----------------------------------------------------------------
U.S. Trustee for Region 3 will convene a meeting of creditors of
Merisant Worldwide Inc. and its debtor-affiliates on Feb. 25,
2009, at 3:00 p.m. Eastern Time, at J. Caleb Boggs Federal
Building, 844 King Street, 2nd Floor, Room 5209, Wilmington,
Delaware.

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

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

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  The Debtors proposed Young, Conaway, Stargatt & Taylor
LLP as their Delaware counsel; Blackstone Advisory Services LLP as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  The Debtors have $331,077,041 in total assets and and
560,742,486 in total debts as of Nov. 30, 2008.


MRU HOLDINGS: Defaults Under Merrill Lynch Loan Agreement
---------------------------------------------------------
MRU Holdings, Inc., said in a regulatory filing that its
bankruptcy petition under Chapter 7 of the Bankruptcy Code
resulted in an event of default under Section 7.01(g) of the
Amended and Restated Master Loan Agreement, dated February 1,
2007, as amended by and between MRU Funding SPV Inc., a subsidiary
of the Company, and Merrill Lynch Bank USA.

The principal amount of the loans outstanding under the related
note becomes immediately due and payable along with all interest,
fees and expenses which have accrued under the Loan Agreement.
As of February 6, 2009, the aggregate amount outstanding is
$34,170,636, plus accrued interest thereon.  In addition, as a
result of the event of default under the Loan Agreement, MLBU may
exercise certain additional rights, including amongst others, the
right of MLBU to obtain physical possession of all files of MRUF
relating to the collateral, the right to payment of all reasonable
legal or other expenses, damages or any other losses resulting
from the event of default and the exercise of all rights available
to MLBU under any other agreement or applicable law.

The Company also said that, effective February 6, 2009, Edwin J.
McGuinn, Michael M. Brown, Andrew Mathieson, Raza Khan and Vishal
Garg resigned from their respective positions as members of the
Company's Board of Directors.  In addition, effective February 6,
Mr. McGuinn, Chairman and Chief Executive Officer, Mr. Khan, Co-
President, Vishal Garg, Co-President, John P. Derham, its Chief
Marketing Officer, and Jonathan Coblentz, its Chief Financial
Officer and Treasurer, resigned from their positions as officers
of the Company.

MRU Holdings also notes that as a result of its bankruptcy filing
under Chapter 7 of the Bankruptcy Code, it terminated the
employment of all of its employees, including Messrs. McGuinn,
Khan, and Garg.  The termination was without "cause" as defined in
the employment agreement of each of Messrs. McGuinn, Khan and
Garg.

Pursuant to Mr. McGuinn's employment agreement with the Company,
dated September 27, 2007, as amended, if Mr. McGuinn's employment
is terminated without cause he becomes entitled to his base salary
(including guaranteed annual ten percent increases), guaranteed
annual bonus, continued health and benefits coverage and the value
of unused vacation days accrued from January 1, 2009 until the
expiration date of his employment agreement, plus one year of
severance pay, in addition to any earned but unpaid base salary,
unpaid pro rata annual bonus.  The aggregate amount Mr. McGuinn is
entitled to based on the termination of his employment without
cause is $545,383.70.

Pursuant to each of Mr. Khan's and Mr. Garg's employment
agreements with the Company, dated April 1, 2004, as amended, if
Mr. Khan's or Mr. Garg's employment are terminated without cause
each will be entitled to any earned but unpaid base salary, unpaid
pro rata annual bonus and the value of unused vacation days
accrued from December 11, 2008 through their last day of
employment with the Company, their base salary (including
guaranteed annual 10% increases), guaranteed annual bonus,
continued health and benefits coverage, plus one year of severance
pay. Mr. Khan and Mr. Garg are each entitled to an aggregate
amount of $319,965.14 based on the termination of their employment
without cause.

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At September 30, 2008, the company had $310
million in total assets and $331 million in total liabilities,
resulting in $20.1 million in shareholders' deficit.


MRU HOLDINGS: Files Voluntary Chapter 7 Petition in Manhattan
-------------------------------------------------------------
MRU Holdings, Inc. filed on February 6, 2009, a voluntary petition
in the United States Bankruptcy Court for the Southern District of
New York (Case No. 09-10530), seeking relief under Chapter 7 of
the Bankruptcy Code.  As a result of this bankruptcy filing, the
Company has suspended business operations.  The Company expects
that the Court will promptly appoint a bankruptcy trustee.

In accordance with no-action letters issued by the Securities and
Exchange Commission, the Company expects that it will cease to
file reports under the Securities Exchange Act of 1934, as
amended.

         Longview Accelerates Obligations Under 12% Notes

The Company, and each of its subsidiaries Company -- Goto College
Holdings Inc., Embark Corp., Embark Online, Inc., iempower, Inc.,
MRU Originations, Inc., MRU Universal Guaranty Agency, Inc. --
received on February 3 a written acceleration notice from Longview
Marquis Master Fund, L.P. with respect to all amounts payable, to
be due and payable immediately under the 12% senior secured notes
issued by the Company on October 19, 2007 in a private placement
transaction, in an aggregate original principal amount of
$11,200,000.  The Senior Secured Notes were sold to Longview
Marquis, including as successor to The Longview Fund, L.P., under
the Purchase Agreement, pursuant to the terms of a securities
purchase agreement, dated as of October 19, 2007, by and among the
Company and the Buyer.

On January 9, 2009, the Company entered into a Fourth Amendment
agreement with respect to its Senior Secured Notes.  The Fourth
Amendment was made by and among the Company, the Subsidiaries, the
Buyer and Viking Asset Management, LLC, in its capacity as
collateral agent for the benefit of Buyer.  Among other things,
the Fourth Amendment amended certain provisions of the Purchase
Agreement including the covenant with respect to the amount of the
Company's indebtedness as it relates to payables.  The covenant
was amended to extend the date by which the Company's receivables
were required to decrease to $5,000,000 until January 21, 2009.
On January 21, 2009, the parties agreed to extend the Accounts
Payable Decrease Date until January 22, 2009 and, on January 23,
2008 the parties further agreed to extend the Accounts Payable
Decrease Date until January 28, 2009, in each case subject to all
the other same terms and conditions as set forth in the Fourth
Amendment.

The Company did not decrease its receivables to $5,000,000 by
January 28, 2009.  The Notice stated that this failure to decrease
the payables had resulted in both a breach of Section 5(g) of the
Purchase Agreement and an event of default under Section 8(a)(ix)
of each Senior Secured Note.  Pursuant to Section 8(b) of each
Senior Secured Note, all unpaid amounts (an aggregate of
$11,317,830.14 as of February 6, 2009) will bear interest at 17%
per annum.  The interest that is due for each day such amounts
remain unpaid is $5,271.32.

The Subsidiaries also received written notice from the Buyer of
its current intention to not exercise any of its respective
rights, powers and remedies against the Subsidiaries under the
guaranty given to Viking, as collateral agent for the benefit of
the Buyer, in connection with the Purchase Agreement by each of
the Subsidiaries.  However, the Notice states that the Buyer
reserves its rights, powers and remedies with respect to future
actions.

Under each of 11 subordinated promissory notes issued by the
Company in July 2008 to 11 non-affiliated investors, the non-
payment of the principal of the Senior Secured Notes due to the
acceleration on February 3, 2009, constitutes an event of default
under each of the subordinated promissory notes that constitute
the Subordinated Debt.  As a result, the entire outstanding
principal amounts and all accrued unpaid interest on the
Subordinated Debt accelerate automatically, becoming due and
payable immediately, and each holder to the Subordinated Debt may
take any action available to it at law or in equity to collect and
otherwise enforce such rights.  The aggregate amount due -- as of
February 6 -- as a result of the acceleration of the Subordinated
Debt, including for each subordinated promissory note both
outstanding principal and accrued interest payable, is
$22,475,939.46.

                   Default Under IBM Sublease

Also on January 8, MRU Holdings received a default and demand
notice from counsel to International Business Machines Corporation
relating to the Company's obligations under that certain sublease,
between IBM, as Sublandlord, and the Company, as Subtenant, for
approximately 25,125 square feet of office space on the 13th floor
in the building located at 590 Madison Avenue, New York, NY 10022.

The Notice stated that pursuant to the Sublease, the Company had
defaulted in payment of $144,847 on account of December's base
rent and additional charges for October. The Notice provided that
IBM did not receive payment for the Delinquent Rent on or before
January 30, 2009, IBM would be "entitled to explore its legal
rights and remedies granted by the Sublease including, without
limitation, termination of the Sublease and/or the institution of
eviction and collection proceedings to secure the Premises and
collect the Delinquent Rent."  The Company has not, to date, paid
the Delinquent Rent.

                         Nasdaq Delisting

Also, on January 29, the Company notified the Nasdaq Stock Market
of the resignation from the Board of Directors of a second
independent director and the Chairman of the Company's audit
committee, Richmond T. Fisher, and advised Nasdaq that the Company
continued to not be in compliance with the independent director
and audit committee requirements under Nasdaq Marketplace Rules
4350(c)(1) and 4350(d)(2)(A), respectively, because of the two
vacancies resulting from the resignations of Mr. Fisher and Mr. C.
David Bushley.

On February 3, 2009, in response to the Company's notification,
the Company received a letter from Nasdaq confirming the Company's
analysis that it continues to not be in compliance with Nasdaq's
independent director and audit committee requirements.  In
addition, the Nasdaq Letter informed the Company that due to the
resignation from the Board of Directors of a second independent
director, the Company is not eligible for a second cure period
pursuant to Nasdaq Marketplace Rule 4350 and as a result the
continuing non-compliance serves as an additional basis for Nasdaq
to seek to delist the Company's common stock from the Nasdaq Stock
Market.

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At September 30, 2008, the company had $310
million in total assets and $331 million in total liabilities,
resulting in $20.1 million in shareholders' deficit.


MUELLER PRODUCTS: S&P Gives Neg. Outlook; Affirms 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mueller
Water Products Inc. to negative from stable.  At the same time,
S&P affirmed its ratings on the company, including the 'BB-' long-
term corporate credit rating.  The company had total balance
sheet debt of about $1.1 billion at Dec. 31, 2008.

"The outlook revision reflects the deteriorating conditions in the
company's end markets, including worsening spending trends from
municipal customers, which have stretched credit measures and
reduced covenant headroom," said Standard & Poor's credit analyst
Dan Picciotto.  The company reported a significant decline in
demand for core water infrastructure products in the fiscal first
quarter.  If trends continue to be negative, the company's
financial covenant levels could come under pressure later in the
year.  Still, Mueller benefits from good cash balances and is
well-positioned should markets stabilize.

The ratings on Atlanta, Georgia-based Mueller reflect the
company's aggressive financial risk profile and weak business risk
profile.  With about $1.8 billion in revenues, Mueller has good
positions in the moderately cyclical niche segments of the North
American water infrastructure market.  Mueller offers a full line
of water infrastructure, flow control, and piping component system
products with products including ductile iron pipe, fire hydrants
and pipe fittings.

New housing starts (which have been weak) and replacement needs
for aging water infrastructure are drivers of the business.  Those
segments include the flow control industry and water pipe markets.
New commercial construction activity also fuels demand.
Residential housing has been in decline for the past couple of
years and municipal demand appears to be waning.  Geographic
diversification is very limited, with nearly all of Mueller's
business based in North America and more than 80% in the U.S.

Mueller's financial profile is aggressive, reflecting the
company's high leverage (including operating leases and post-
retirement benefit obligations).  Standard & Poor's Ratings
Services expects Mueller to use its moderate free cash flow, which
is typically generated in the second half of the year, to
reduce leverage.  Capital expenditures of around 4%-5% of revenues
and working capital usage represent a moderate use of cash.
Standard & Poor's expects debt to EBITDA of about 4x and funds
from operations to total debt of 15%-20% at the current ratings.
As of Dec. 31, 2008, debt to EBITDA was about 4.7x and
FFO to total debt was about 16%.

The company's good market positions and fair credit measures
support the ratings.  S&P could consider a downgrade if covenant
headroom appears likely to decline to less than 10% and operating
performance fails to stabilize or if key credit measures fall
outside S&P's expectations.  For instance, if FFO to total debt is
likely to be sustained at less than 15% and there are not
sizable excess cash balances, S&P could lower the ratings.  A
revision of the outlook to stable would be possible if Mueller's
operating performance does not deteriorate further, allowing the
company to maintain good headroom under covenants of at least 10%,
and if FFO to debt were to approach 15%.


NELNET INC: Moody's Confirms 'Ba1' Senior Unsecured Rating
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of Nelnet, Inc.
(senior unsecured Ba1) and assigned a negative outlook.  The
rating action concludes the rating review for possible downgrade
that was initiated on October 29, 2008.

The confirmation reflects Moody's view that Nelnet has made
substantial progress in improving and stabilizing its liquidity
position.  This includes the recent paydown of its warehouse
facility from $2.6 billion to $1.6 billion.  The paydown of the
facility, which matures May 1, 2010, significantly reduces NNI's
vulnerability to additional margin calls via a substantially lower
balance and substantial reduction in the weighted average maturity
of loans in the warehouse.

Nelnet has also bolstered its total available unrestricted
liquidity, comprised of unrestricted cash plus the ~ $52 million
available on the company's $750 million revolving credit facility.
Following the payoff of the company's private education loan
warehouse facility in March 2009, Nelnet will have no significant
funding maturities until May 2010 (FFELP warehouse) and June 1,
2010 (when $275M sr. unsecured notes mature).

Going forward over the medium to long term, Moody's expects Nelnet
to maintain its significant competitive position in the market for
education-related financial services.  Specifically, Moody's
anticipates that Nelnet will re-position its asset generation
(student lending) business as essentially a fee-for-service
business, with the company only originating loans to the extent it
has a guaranteed funding and takeout source such as the DOE
funding programs.

Moody's anticipates that Nelnet will also continue to grow and
diversify its fee-based businesses, including student loan and
guaranty servicing, and tuition payment processing and campus
commerce.  Growth of these businesses should be supported by
continued firm demand for higher education -- and education-
related services -- and continuing government support for higher
education given its high public policy priority.  Moreover,
additional business opportunities may exist for the company in the
form of additional servicing contract business related to the DOE
funding programs.

Operating results going forward should also benefit from
additional cost reductions and improving operating efficiencies as
the company rationalizes its information technology
infrastructure.

The negative outlook on Nelnet reflects the the firm's significant
debt maturities, including its remaining warehouse balance and
senior unsecured notes, that will be coming due in the foreseeable
future.  Nelnet must "finish the job" of paying down and retiring
the warehouse facility, while accumulating sufficient cash to
retire the unsecured notes at maturity.  (Paydown of debt under
the company's revolving credit facility, which has a maturity of
May 2012, is a longer term financial challenge).

During the outlook period Moody's will closely monitor the
company's progress toward meeting these obligations, as well as
executing its business plans and strategies in the education
finance industry.  If Nelnet is successful in retiring these
financial obligations on a timely basis, while continuing to
enhance its franchise position in education finance, the outlook
could return to stable.  On the other hand, lack of progress on
these fronts could result in a negative rating action.

The last rating action on Nelnet was on October 29, 2008, when
Moody's downgraded the company's ratings and placed the ratings
under review for possible downgrade.

Nelnet, a leading education financial services company based in
Lincoln, Nebraska, reported total assets of $29 billion as of
September 30, 2008.


NEW CENTURY ENERGY: Judge Steen Denies Motion to Sell Assets
------------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas denied on Jan. 27, 2009, the request of
Gulf Coast Oil Corp., Century Resources, Inc. and New Century
Energy Corp. to sell their rights and interests in all of their
assets, including cash, fixtures, equipment, inventory, and the
oil and gas properties, and for the assumption and assignment of
executory contracts.

The reasons will be issued in writing by Judge Steen in due
course.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Secured lender Laurus Master Fund was automatically deemed a
"qualified bidder" at the auction scheduled for Jan. 27, 2009.

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
Debtors filed with the Court on Nov. 10, 2008, a Disclosure
Statement explaining their Joint Plan of Reorganization filed
Nov. 7, 2008.

The Debtors' proposed Joint Plan provided for a restructuring of
the secured obligations owed to Laurus through the Debtors'
issuance of new note obligations on terms more favourable to the
Debtors than the pre-petition indebtedness owed to Laurus.  The
proposed Joint Plan sought "cram-down" treatment of Laurus'
claims.  As oil prices continued their rapid decline during the
months following the Petition Date, it became apparent that the
proposed cram-down treatment of Laurus' claims would be difficult
to accomplish.  Accordingly, prior to the scheduled hearing to
approve the Disclosure Statement, the Debtors and Laurus began
discussions regarding a consensual resolution of Laurus' secured
claims.  Those discussions resulted in the Debtors' withdrawal of
the proposed Joint Plan and the filing of the sale motion.

                     About New Century Energy

Based in Houston, Gulf Coast Oil Corp., Century Resources, Inc.
and New Century Energy Corp. are engaged in independent oil and
gas exploration and production.  The Debtors' major areas of
operations are located onshore United States, primarily in
McMullen, Matagorda, Wharton, Goliad and Jim Hogg Counties in
Texas.

All of the Debtors oil and gas properties are operated by Century
Resources, a wholly owned operating subsidiary of New Century.
Title ownership of the various oil and gas properties are held in
three entities - Gulf Coast Oil, another wholly owned
subsidiary of New Century; New Century and Century Resources, with
all field operations conducted under the name of Century
Resources.  The working interest ownership of the various
operated properties range from 80% in the Sargent South Field in
Matagorda County, Texas, to 100% in the San Miguel Creek Field
(McMullen County, Texas), Mustang Creek Field (McMullen and
Atascosa Counties, Texas), Prado Field (Jim Hogg County, Texas),
Soleberg Wilcox Field (Goliad County, Texas), and Tenna Field
(Wharton County, Texas).  Additionally, the Debtors own a 15.20%
non-operated working interest with a 12.214% net revenue interest
in the Wishbone Field in McMullen County, Texas.

The Debtors filed separate petitions for Chapter 11 relief on
July 28, 2008 (Bankr. S.D. Tex. Lead Case No. 08-50213).  Chasless
L. Yancy, Esq., and David A. Zdunkewicz, Esq., at Andrews & Kurth
represent the Debtors as counsel.  As of
March 31, 2008, Gulf Coast had total assets of $51,901,717 and
total debts of $75,326,678.


NEW CENTURY ENERGY: May Use Laurus Cash Collateral Until March 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Gulf Coast Oil Corp., Century Resources, Inc., and New
Century Energy Corp. permission to continue using Cash Collateral
in which Laurus Master Fund, Ltd., asserts an interest, in
accordance with a budget.

The Stipulated Final Order Authorizing Use of Cash Collateral
dated Sept. 29, 2008, shall continue in effect, and the Debtors
are authorized to use cash collateral for the period Jan. 23,
2009, to March 20, 2009.

                     About New Century Energy

Based in Houston, Gulf Coast Oil Corp., Century Resources, Inc.
and New Century Energy Corp. are engaged in independent oil and
gas exploration and production.  The Debtors' major areas of
operations are located onshore United States, primarily in
McMullen, Matagorda, Wharton, Goliad and Jim Hogg Counties in
Texas.

All of the Debtors oil and gas properties are operated by Century
Resources, a wholly owned operating subsidiary of New Century.
Title ownership of the various oil and gas properties are held in
three entities - Gulf Coast Oil, another wholly owned
subsidiary of New Century; New Century and Century Resources, with
all field operations conducted under the name of Century
Resources.  The working interest ownership of the various
operated properties range from 80% in the Sargent South Field in
Matagorda County, Texas, to 100% in the San Miguel Creek Field
(McMullen County, Texas), Mustang Creek Field (McMullen and
Atascosa Counties, Texas), Prado Field (Jim Hogg County, Texas),
Soleberg Wilcox Field (Goliad County, Texas), and Tenna Field
(Wharton County, Texas).  Additionally, the Debtors own a 15.20%
non-operated working interest with a 12.214% net revenue interest
in the Wishbone Field in McMullen County, Texas.

The Debtors filed separate petitions for Chapter 11 relief on
July 28, 2008 (Bankr. S.D. Tex. Lead Case No. 08-50213).  Chasless
L. Yancy, Esq., and David A. Zdunkewicz, Esq., at Andrews & Kurth
represent the Debtors as counsel.  As of
March 31, 2008, Gulf Coast had total assets of $51,901,717 and
total debts of $75,326,678.


NINE WISCONSIN: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Claire Bessette at TheDay.com reports that Nine Wisconsin Avenue
LLC has filed for Chapter 11 bankruptcy protection as the utility
was preparing to shut off services.

According to TheDay.com, Nine Wisconsin owes more than $700,000 in
back utility bills to Norwich Public Utilities.

TheDay.com relates that Nine Wisconsin's at least four entities
include: Nine Wisconsin Avenue LLC, Decorative Screen Printers,
Front Line Apparel Group LLC, and Win Holdings International Inc.
The report says that the Nine Wisconsin units, except for
Decorative Screen Printers, list Victor Winogradow of Avon as
either the president and CEO or a member of the limited liability
company and list his address as the company address.

Win Holdings has more than $24,000 in property taxes on personal
property equipment, TheDay.com states, citing the city tax
collector's office.  TheDay.com relates that Nine Wisconsin is
current on real estate property taxes.

TheDay.com reports that NPU agreed to let Nine Wisconsin Avenue
LLC set aside payments on its back bill, which totaled $370,000 as
of December 2006, while the company kept up to date on current
bills.  Citing NPU General Manager John Bilda and city attorney
Karl-Erik Sternlof, TheDay.com relates that the back bill would be
paid off gradually, with interest accrued.  Nine Wisconsin
couldn't keep up payments, according to the report.

Nine Wisconsin Avenue is a business park company at 9 Wisconsin
Ave.  According to Troller.bk, Nine Wisconsin filed for
February 5, 2009.  Jon P. Newton, Esq., at Reid & Riege assists
the company in its restructuring effort.


NOBLE BUILDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Noble Building,LLC
        1021 Noble Street
        Anniston, AL 36201

Bankruptcy Case No.: 09-40226

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Thomas J. Knight, Esq.
                  P.O. Drawer 1850
                  Anniston, AL 36202
                  Tel: (256) 237-9586
                  Email: hubbardknight@msn.com

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

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

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

            http://bankrupt.com/misc/alnb09-40226.pdf

The petition was signed by Michael Hoffman, Managing Member of the
company.


NORTEL NETWORKS: Authorized to Pay $127 Mil. to Customers
---------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to pay at least $127 million to honor
prepetition customer programs.

The Debtors are authorized to honor all of their ordinary course
customer obligations, programs and similar arrangements, including
these programs:

(1) Customer Credit Arrangements

   A Customer Credit Arrangement is a program through which a
   customer accrues credits either up-front, upon signing of
   a contract, or at an agreed upon percentage of its annual
   purchases with Nortel.  Once accrued, a customer may apply
   Customer Credits towards future purchases of Nortel products
   and services under the terms of its agreement.

(2) Training Credits

   The products and systems that the Debtors provide to their
   customers incorporate complex technologies.  Thus, the
   Debtors sell training programs alongside their products in
   order to educate customers on their features and instruct
   them as to their proper uses.  The training is provided
   either by the Debtors or third-party providers.  From time to
   time, the Debtors grant Training Credits to customers to help
   them shoulder training costs.

(3) Trade-in Credits

   Certain carrier and enterprise customers have contractual
   rights to trade in products utilizing old technologies when
   Nortel releases products that utilize newer technologies.  In
   order to create an incentive for existing customers to take
   advantage of new products, the Debtors have offered those
   customers Trade-in Credits from time to time to facilitate
   the transition from older to newer technologies.

(4) Performance Compensation Payments and Liquidated Damages

   These Compensation Payments are typically made in the form of
   Customer Credits to customers if the Debtors do not meet
   certain milestones, delivery dates or performance standards.
   Building Compensation Payments into larger customer contracts
   is an industry standard practice that provides comfort to
   customers in the event that system outages occur or new
   technologies cannot be rolled out on time.

(5) Free Trial Equipment and Services

   The Debtors grant certain customers the right to receive free
   services, lab or trial equipment, hardware and software
   products prior to their commercial release in order to
   accommodate in-house customer testing requirements and
   for other business development purposes.  Customers earn the
   benefits up-front upon the signing of a contract in exchange
   for signing a contract with a minimum purchase commitment or
   upon a negotiated factor of annual spend.

(6) Advanced Billing

   From time to time, certain customers pay portions of their
   contracts in advance.  Under this arrangement, a customer for
   instance may pay for all of the Debtors' service obligations
   at the start of a year.  Various customers have paid the
   Debtors for certain services and products prepetition, and
   the Debtors sees the need to continue to honor their
   obligations under the agreements to maintain good relations
   with their customers.

(7) Co-marketing Agreements

   These are agreements among the Debtors and certain of their
   customers, under which the Debtors make funds available to
   the customers for the promotion of their products to the
   customers' subscribers.

(8) Return Rights

   Certain customers have contractual rights to return certain
   products for cash based on defined contingencies.

The Debtors estimate that honoring the additional customer
programs through December 31, 2008, will cost them these amounts:

      Customer Credit Arrangements          $82,000,000
      Training Credits                       14,000,000
      Performance Compensation Payments      18,000,000
      Free Trial Equipment & Services         9,000,000
      Co-marketing Agreements                 3,000,000
      Return Rights                           1,000,000

"Without this clarification, customers may engage in various
protective measures, including withholding payments due to the
Debtors and seeking alternative suppliers to replace the
Debtors," says Derek Abbott, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: To Reduce Global Workforce to Address Cash Burn
----------------------------------------------------------------
Ernst & Young Inc. appointed by the Ontario Superior Court of
Justice as monitor for Nortel Networks Corp., and its affiliates
in connection with their cases under the Companies' Creditors
Arrangement Act, said that Nortel has commenced several
initiatives to generate cost reductions to decrease its cash burn.

"Although a comprehensive restructuring plan is still at a
preliminary stage, Nortel believes these initiatives are essential
to reducing costs and preserving existing cash resources."  E&Y,
in its first monitor's report, relates that these initiatives
include "a detailed plan for a reduction of its global workforce."

At its peak in 2000, the Nortel Companies employed nearly 93,000
employees.  After a series of restructuring initiatives
necessitated by the downturn of the telecommunications industry,
Nortel's manpower has been reduced to 30,000 worldwide, including
about 6,000 in Canada, as of January 2009.

According to E&Y, at Jan. 30, 2009, Nortel's estimated
consolidated cash balance was approximately $2.4 billion.  North
America had cash of approximately $731 million, of which $261
million is held by Canadian entities.

A full-text copy of the Monitor's report is available for free at:

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

                    Business Plan to Take Weeks

According to E&Y, Nortel management expects the preparation of the
business plan will take several weeks before it will be ready for
discussion with stakeholder groups.  "The business plan will
reflect the Applicants' expectation of future operating
performance for 2009 taking into consideration the current
economic environment and CCAA, Chapter 11 and various
administration processes."

Aside from the global reduction in workforce, additional
initiatives identified by E&Y are:

   -- a review of real estate and other property leases;

   -- a review of information system equipment leases, contracts
      and licenses;

   -- a review of other and indirect supplier customer contracts;
      and

   -- a detailed plan to reduce Nortel's discretionary spending.

Meanwhile, E&Y said that Nortel is seeking approval from the
Ontario Court to allow them to forego a meeting of shareholders
this year.  Nortel last held a meeting with shareholders in May
2008.  It said that a meeting at this time would be a distraction
to both management and other company resources at a time when they
are required to be focused on stabilizing and restructuring the
business for the benefit of all stakeholders.  Nortel, since 2000,
was not required to call the shareholders' meeting, but held the
annual meetings at its discretion -- however, Nortel, absent Court
relief, is now required to do so, on or before June 30, 2009, as a
result of its suspension of payment of dividends on outstanding
preferred shares.

                     Ancillary Proceedings

Ernst & Young Inc., also apprised the Ontario Court of the latest
developments of NNC units' ancillary proceedings:

  A. As to the Chapter 11 cases before the U.S. Bankruptcy Court
     for the District of Delaware:

      -- the U.S. Court's approval of various 1st day motions
         filed by the U.S. Debtors;

      -- the U.S. Trustee's formation of an unsecured creditors
         committee, consisting of the Bank of New York Mellon,
         Flextronics Corp., Airvana, Inc., and the Pension Benefit
         Guaranty Corp.  The Committee has sought the services of
         Akin, Gump, Strauss, Hauer & Feld LLP as U.S. legal
         counsel, Fraser Milner Casgrain as Canadian legal
         counsel, and Jeffries & Company Inc., and Capstone
         Advisory Group LLC as financial advisors.

      -- the decision of bondholders to organize themselves and
         form an ad hoc bondholders committee, which is
         represented by Milbank, Tweed, Hadley & McCloy LLP as
         U.S. legal counsel, Bennett Jones LLP as Canadian Legal
         counsel and FTI as financial advisors.

   B. As to the administration proceedings in the United Kingdom:

      -- the appointment by the English High Court of Alan Bloom,
         Stephen Harris, Alan Hudson and Chris Hill of Ernst &
         Young as administrators of the Nortel Networks UK
         Limited, and its affiliates in the EMEA area.

      -- the appointment of David Hughes of Ernst & Young Ireland
         as administrator of Nortel Networks (Ireland) Limited.

      -- the continued operation of Nortel's businesses in EMEA.

   C. As to other formal insolvency proceedings:

      -- the court in Israel's entry on Jan. 20, of an order
         granting administration to Nortel Networks Israel (Sales
         and Marketing) Limited and Nortel Communications Holdings
         (1997) Limited.

      -- the appointment of representatives of Ernst & Young LLP
         in the U.K. and Israel as administrators.

                           About Nortel

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)


NORTHLAKE FOODS: Florida Court Confirms Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
confirmed the Chapter 11 plan of Northlake Foods Inc., that
transfers 115 locations to a company set up by the franchisor,
Waffle House Inc.

As reported by Bloomberg's Bill Rochelle in December 2008,
Northlake filed a Chapter 11 plan and explanatory disclosure
statement, which provides for:

   -- secured loans totalling $8.7 million owed to Bank of America
      will be restructured and will be paid with a $4 million
      senior secured loan, a $1 million subordinated secured loan,
      and the deficiency treated as an unsecured claim.

   -- unsecured creditors will split up $345,000 cash to
      cover their claims totalling $10.4 million.

   -- unsecured creditors will receive dividends composed of
      $30,000 cash, one-tenth of one percent of net sales over
      four years after plan confirmation, and collections from
      lawsuits.

According to Mr. Rochelle, an examiner was appointed to look into
whether there are claims to be brought against insiders.  The
examiner has a $50,000 budget.

Tampa, Florida-based Northlake Foods, Inc., was a franchisee of
121 Waffle House locations.  The company filed for Chapter 11
relief on Sept. 15, 2008 (Bankr. M. D. Fla. Case No. 08-14131).
Lori V. Vaughan, Esq., Roberta A. Colton, Esq., and Stephanie C.
Lieb, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Millis, P.A., represent the Debtor as counsel.  In its schedules,
it listed total assets of $8,449,885 and total debts of
$9,370,829.


NORTHWEST AIRLINES: Court Denies Success Fee to Lazard
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
affirmed an earlier ruling that denied a $3.25 million success fee
for Lazard Freres & Co.

U.S. Bankruptcy Judge Cecelia G. Morris had previously entered an
ordered denying the "completion fee" for Lazard's work for the
official creditors committee of Northwest Airlines during its
Chapter 11 cases in 2005 to 2007.  The Committee took an appeal on
the order on Feb. 29, 2008, and the District Court returned the
case back to the Bankruptcy Court for reconsideration under the
reasonableness standard.

Lazard has insisted that its completion fee for $3,250,000 is
"reasonable" and should be allowed with respect to the firm's
services as financial advisor to the Official Committee of
Unsecured Creditors.  The Completion Fee arises from an engagement
letter dated November 2005, under which Lazard would receive a
monthly fee of $275,000 and the possibility of a "success or
completion fee."

Judge Morris denied Lazard's request for the Completion Fee for
$3,250,000 in February 2008, holding that it (i) was not pre-
approved under Section 328(a) of the Bankruptcy Code, and (ii)
failed to constitute "reasonable compensation" under Section 330
(a).

Diana G. Adams, Acting U.S. Trustee for Region 2, contends that
under Section 330(a)(3) of the Bankruptcy Code, Lazard's argument
-- that the fees it sought were consistent with the fees charged
in the marketplace -- must be rejected.

"Lazard has failed to satisfy the requirement that the
reasonableness of its Completion Fee must examine the nexus
between what was achieved and the impact of the financial
advisor's effort in that regard," Ms. Adams emphasizes.

Ms. Adams notes that Lazard "has deliberately declined to provide
any evidence to substantiate the reasonableness" of its hourly
rate of $1,398, which incorporates its request for a Completion
Fee, and the hourly rate of $876, representing the rate based
upon its Monthly Advisory Fee.

Moreover, Lazard's entitlement to a completion fee was not
guaranteed at the time of the firm's retention by the Creditors
Committee, Ms. Adams says.

"Lazard, knew or should have known when it bargained as part of
its retention for the right to make a request for a success or
Completion Fee, that the 'right to deny' a request is the
companion to the 'right to make' the same request," Ms. Adams
says, citing In re Northwest Airlines, 382 B.R. at 652.

In a separate filing, CarVal Investors, LLC, as Northwest
shareholders under the Plan of Reorganization, and the
Association of Flight Attendants-CWA, AFL-CIO point out that at
the time of Lazard's retention, Lazard and the Creditors
Committee "chose not to define any standards, benchmarks,
parameters or other conditions to entitlement with respect to any
future request that Lazard might make . . . for additional
compensation."

CarVal and AFA add that Lazard's Retention Agreement provided
that no entitlement to Additional Compensation existed for the
firm at the time of its retention.  Carval and AFA relate that
during the course of Northwest's Chapter 11 cases, Lazard
"privately requested" that the Creditors Committee approve the
Additional Compensation of $4 million, to which the Committee
declined prior to the confirmation of the Plan of Reorganization.
However, at the conclusion of Lazard's employment, the Committee
decided that Lazard's services and the results of the bankruptcy
cases for Northwest's constituency were significant enough to
warrant payment of the Additional Compensation.

"It seems . . . that Lazard was mistakenly acting as though it
was freely negotiating its compensation with an investment
banking client without bankruptcy court approval," the Union
maintains.  Moreover, Lazard failed to show that its assistance to
Northwest's reorganization was necessary or that its efforts
brought about results, according to the Union.

Judge Morris, in the second round of litigation on the Completion
Fee, favored arguments by the U.S. Trustee, CarVal and AFA.

In upholding her earlier ruling, Judge Morris noted that Lazard
already was paid $5.5 million in monthly fees, and a success fee
on top would be "unreasonable under the facts of the case,"
Bloomberg's Bill Rochelle said.

According to Bloomberg, Judge Morris said that Lazard already had
been paid at the rate of $876 an hour and that adding the success
fee would raise the hourly rate to $1,398 an hour.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NOVA CHEMICALS: DBRS Assigns "B" Issuer Rating, Outlook Negative
----------------------------------------------------------------
Dominion Bond Rating Service assigned NOVA Chemicals Corporation
an Issuer Rating of B (high) and downgraded its Senior Unsecured
Notes & Debentures rating to B (high) from BB with a Negative
trend. Pursuant to DBRS's Leveraged Finance rating methodology, a
recovery rating of RR4 (30% to 50% recovery under a distress
scenario) has been assigned to the Company's Senior Unsecured
Notes & Debentures, which corresponds to the B (high) rating. All
ratings have been placed Under Review with Negative Implications.

The rating actions primarily reflect the recent deterioration in
the Company's financial risk profile, which is chiefly related to
sharply weaker operating results and credit metrics in Q4 2008.
In addition, refinancing and liquidity risk has increased, mainly
due to weaker-than-expected earnings and cash flow. The Under
Review with Negative Implications status primarily reflects the
uncertainty related to the Company's ability to resolve its
refinancing requirements in the current hostile credit
environment, which has substantially increased NOVA's liquidity
risk.  The Company will need to address its liquidity requirements
over the near term and maintain reasonable cash flow generation to
preserve the current ratings.

The key issue facing the Company is its ability to maintain access
to credit facilities and other sources of funding, mainly to
ensure repayment of term debt maturing in April 2009 and to meet
other funding obligations.  NOVA has disclosed that it has
achieved relief from financial covenants governing two of its
credit facilities and preferred shares (which are secured and
treated as debt).  Relief will be provided through to June 30,
2009, but is contingent on the Company obtaining additional
financing of $100 million by February 28, 2009, as well as a
further $100 million by June 1, 2009. NOVA indicated that it is in
talks with a new lender for a major source of financing and is
confident that the first requirement will be met.  The Company is
also working on other initiatives that it expects will address
future debt maturities, although these have yet to be finalized.

DBRS expects that NOVA is likely to maintain access to sufficient
credit through 2009.  The Company's Joffre, Alberta facility is a
world-class asset with an assumed value that is well in excess of
its secured preferred shares and secured credit line (which has
not been drawn).  However, the Company continues to face
significant liquidity risk due to the uncertainty regarding
continued access to its credit facilities.  The lack of progress
in securing sufficient funding by mid-2009 could lead to a
default.

DBRS had previously expected that the Company would fund long-term
debt due in 2009 largely with free cash flow, which would have
reduced pressure on liquidity and improve gross debt from high
levels.  However, ethylene and polyethylene market conditions
sharply deteriorated in Q4 2008, which contributed to
substantially lower operating cash flow for the full year.  While
results in Q1 2009 are expected to improve relative to Q4 2008,
DBRS does not expect that NOVA will generate significant free cash
flow over the near term.  As a result, debt is likely to remain at
levels that are aggressive for a cyclical company and access to
credit will continue to be required.


NOWLIN AGENCY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nowlin Agency Inc.
        2 Ravinia Drive, Ste. 500
        Atlanta, GA 30346

Bankruptcy Case No.: 09-63211

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Angel Latricia Nowlin-Brunson                      08-81840

Chapter 11 Petition Date: February 4, 2009

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

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.com

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

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

The Debtor's largest unsecured creditor is Oak Street Funding, for
$275,000.

The petition was signed by Angel Latricia Nowlin-Brunson, CEO of
the company.


OP1-RENO LP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: OP1-Reno, L.P.
        16325 Westheimer
        Houston, TX 77082

Bankruptcy Case No.: 09-30815

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

Chapter 11 Petition Date: February 2, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Calvin C. Braun, Esq.
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway, Suite 320
                  Houston, TX 77098
                  Tel: (713) 522-2270
                  Fax: (713) 522-3322
                  Email: ccb@am-law.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by John Hamilton, Manager of the company.


PALACIO GATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Palacio Gate, LP
        308 W. Parkwood, Suite 104A
        Friendswood, TX 77546

Bankruptcy Case No.: 09-30822

Chapter 11 Petition Date: February 2, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: 281-332-4808
                  Email: jpnorman@gipsonandnorman.com

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

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

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

The petition was signed by Jerome Karam, President of the company.


PALM BLUFF: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Palm Bluff Pasadena, LP
        5120 Woodway, Ste. 7029
        Houston, TX 77056

Bankruptcy Case No.: 09-30854

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

Chapter 11 Petition Date: February 3, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: James B. Jameson, Esq.
                  Attorney at Law
                  3355 West Alabama, Ste. 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  Email: jbjameson@jamesonlaw.net

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

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

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

The petition was signed by James R. Reuther, Sole Member of the
company.


PASADERA COUNTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pasadera Country Club, LLC
        100 Pasadera Drive
        Monterey, CA 93940

Bankruptcy Case No.: 09-50771

Type of Business: The Debtors operate a golf course and
                  recreational facilities.

Chapter 11 Petition Date: February 6, 2009

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: John Walshe Murray, Esq.
                  jwmurray@murraylaw.com
                  Law Offices of Murray and Murray
                  19400 Stevens Creek Blvd. #200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Farrella Braun + Martel, LLP                     $32,109
253 Montgomery Street
San Francisco, CA 94104

Parks Foundation of Monterey                     $26,878
County
PO Box 4864
Salinas, CA 93912

GE Capital Commercial Service                    $23,367
Inc.
PO Box 802585
Chicago, IL 60680-2585

Greenleaf, Inc.                                  $15,502

Better Brand Food Products                       $15,196

Fairway and Greene LTD                           $13,964

Target Specialty Products                        $12,755

Kronick Moskovitz Tiedemann                      $12,377
Girard LLC

Sierra LLC                                       $11,247

Ecolab Inc.                                      $10,833

Sierra Pacific Turf Supply                       $10,124

Creative Golf Marketing                          $10,000

Kelly Productions Inc.                           $6,893

Toro Petroleum Corporation                       $6,880

EZ-GO Textron                                    $6,078

Latham and Watkins                               $6,078

Firemans Fund                                    $5,999

Titleist-Acushnet Company                        $5,910

Alvarez Technology Group                         $5,767

Commercial Pump Services                         $5,411

The petition was signed by Thomas S. deRegt, some member.


PIAZZA SAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Piazza San Lorenzo Ltd.
        111 Soledad Street, Suite 700
        San Antonio, TX 78205
        Tel: (210) 212-8570

Bankruptcy Case No.: 09-50416

Type of Business: The Debtor is a real estate developer.

                  See: http://www.piazzasanlorenzo.com/

Chapter 11 Petition Date: February 2, 2009

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Edgardo Garcia, Esq.
                  E. Garcia Law, PLLC
                  edgar@egarcialaw.com
                  The Northpoint Atrium
                  10500 Heritage Blvd. Suite 107
                  San Antonio, TX 78216-3631
                  Tel: (210) 524-9002
                  Fax: (210) 524 9072

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Strauss, David                                   $431,100
PO Box 839916
San Antonio, TX 78283

Spector Investments LP                           $150,000
PO Box 15273
San Antonio, TX 78212

Salazaar, Mark                                   $117,292
5119 Beckwith, Suite 105
San Antonio, TX 78249

Walter P. Moore                                  $78,740

MS2-MEP                                          $75,376

Citizen's State Bank                             $59,000

Bartlett Cocke LLP                               $50,000

Their, Martha                                    $33,500

Bautista, Alejandro                              $25,000

Cavazos, Albert CFA                              $23,185

Vuelo Magazline                                  $17,525

Dublin & Associates                              $13,237

Integra Realty Resources                         $8,500

Linebarger Consulting Engineers                  $5,600

Luxe Magazine                                    $5,480

Haynes & Boone LLP                               $6,300

Wenzel & Associates, CPA                         $4,610

People's Choice Roofing                          $4,132

Real Estate Group Magazine                       $4,000

Michael A. Morrel                                $3,625

The petition was signed by Laurence J. Raba, managing member of
Platino LLC.


PORTOFINO OFFICE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Portofino Office Condominiums, LP
        12810 D Willow Centre Drive
        Houston, TX 77069
        Tel: (281) 444-5646

Bankruptcy Case No.: 09-30870

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

Chapter 11 Petition Date: February 3, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  2323 S. Voss Road, #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206
                  Email: mastinlaw@yahoo.com

Estimated Assets: $1,170,000

Estimated Debts: $1,000,000

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

The petition was signed by Gurmukh S. Jolly, President of the
company.


POST OAK-ROBINSON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Post Oak-Robinson, LP
        9341 Loma Vista Drive
        Dallas, TX 75243
        Tel: (214) 340-9606

Bankruptcy Case No.: 09-40340

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

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940) 387-5093
                  Email: minor.jester@verizon.net

Total Assets: $4,020,000

Total Debts: $4,020,000

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

The petition was signed by Gaylord Hall, General Partner of the
company.


RED SHIELD: Wants Plan Exclusivity Period Extended to February 23
-----------------------------------------------------------------
Red Shield Environmental, LLC and RSE Pulp & Chemical, LLC ask the
U.S. Bankruptcy Court for the District of Maine to extend their
exclusive period to file a plan to Feb. 23, 2009, and their
exclusive period to solicit acceptances of said plan to April 22,
2009.  This is the Debtors' second extension of its exclusivity
periods.

The Debtors tell the Court that they used the time allowed by the
first extension to engage in productive settlement discussions
with respect to a number of disputed claims.  Additional time will
be needed to finalize the compromises reached and to determine the
distribution scheme based on these reduced claims.

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case Nos. 08-10633), blaming increases in
material and fuel costs..  Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represents the Debtors in their
restructuring efforts.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson
Hinckley & Keddy, P.A., represent the Official Committee of
Unsecured Creditors as counsel.  When the Debtors filed for
protection from their reditors, they listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


RENEW ENERGY: Section 341(a) Meeting Set for March 6 in Wisconsin
-----------------------------------------------------------------
U.S. Trustee for Region 11 will convene a meeting of creditors of
Renew Energy LLC on March 6, 2009, at 1:00 p.m. at U.S. Trustee's
Office, 780 Regent Street, Suite 307, Madison, Wisconsin.

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

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

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates an ethanol plant
facility.  The company filed for Chapter 11 protection on
January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491).
Christopher Combest, Esq., at Quarles & Brady LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed asset and debts between
$100 million to $500 million each.


RESIDENTIAL CAPITAL: DBRS Keeps Junk Ratings Under Review
---------------------------------------------------------
Dominion Bond Rating Service commented on February 3, 2009, that
the ratings of Residential Capital, LLC, including its Issuer
Rating and Long-Term Debt ratings of C, remain Under Review with
Negative Implications, where they were placed on November 21,
2008.

This comment follows ResCap's earnings release indicating a loss
of $981 million for the quarter ending December 31, 2008.  The net
loss for the quarter includes a $754 million gain on the
extinguishment of debt resulting from the recently completed bond
exchange.  Absent this one-time gain, the loss for Q4 2008 from
underlying operations was $1.7 billion, reflecting the ongoing
deterioration in the U.S. housing market and the ongoing declines
in asset values.  The loss from underlying operations was driven
by continuing elevated levels of credit costs, increased funding
costs and further deterioration in the market for non-conforming
assets.  Furthermore, continuing home price depreciation and
reduced market liquidity continue to depress origination volumes,
thereby weakening margins and overall earnings potential.  Given
the recent acceleration in the weakening of the U.S. economy,
pressure on consumers from rising unemployment, continued home
price deflation and limited market liquidity, DBRS believes that
ResCap's prospects for a quick recovery are highly limited.

The Under Review with Negative Implications reflects DBRS's
concerns regarding ResCap's ability to continue as a going
concern, which remains at risk despite the recent recapitalization
of ResCap and GMAC LLC (GMAC), ResCap's ultimate parent.  ResCap
continues to rely on GMAC support.  The continued dislocation in
global credit markets has significantly reduced ResCap's ability
to obtain liquidity, capital and other forms of economic support
from sources other than GMAC.  Furthermore, the continued decline
in asset values and ongoing weakening in the U.S. housing market
continue to drive losses and limit the ability of the Company to
dispose of non-conforming assets.  ResCap has remained in
compliance with key convents, which has been achieved through
continued GMAC support. Given the difficult operating environment
pressuring GMAC's core automotive finance segment and the need for
GMAC to protect its franchise, DBRS believes that economic support
from GMAC is limited.  DBRS believes the level of support has
increased incrementally in light of GMAC's successful conversion
to bank holding company status as ResCap's core origination and
servicing businesses provide a level of diversification for GMAC.


S & K FAMOUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S & K Famous Brands, Inc.
        11100 W. Broad Street
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-30805

Type of Business: The Debtor sell men's swimwear.

                  See: http://www.skmenswear.com/

Chapter 11 Petition Date: February 9, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Lynn L. Tavenner, Esq.
                  ltavenner@tb-lawfirm.com
                  Paula S. Beran, Esq.
                  pberan@tb-lawfirm.com
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

                     --- and ---

                  McGuireWoods LLP

Financial Advisor: Alvarez & Marsal North America LLC

The Debtor's DIP Lender: Wells Fargo Retail Finance LLC as
                         administrative and collateral agent.

Total Assets: $41,440,100

Total Debts: $35,499,00

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
GMAC Commercial Services       merchandise       $2,287,355
Division-Credit Department     vendor
1290 Avenue of the Americas
3rd Floor New York, NY 10104
Attn: Rocco Surace
Tel: (212) 884-7985

ADMI                           other purchases   $1,141,037
1154 Park Industrial Drive
Vandergrift, PA 15690
Attn: John Kurok
Tel: (724) 845-7336


ENRO Shirt/Fashion Prod        merchandise       $575,746
Group                          vendor
The Apparel Group 1818
Solutions Center
Center Chicago, IL 60677
Chicago, IL 60677
Attn: John Liu
      Mark Walz
Tel: (214) 469-3337

Vanetti Inc.                   merchandise       $465,358
                               vendor

Satphire Sportswear Ltd.       merchandise       $429,272
                               vendor

Peerless Clothing              merchandise       $413,410
                               vendor

CBL & Associates               merchandise       $264,467
                               vendor

Federal Express Corp.          merchandise       $236,989
                               vendor

General Growth Properties      landlord          $254,438
Inc.

Milberg                        merchandise       $223,492
                               vendor

Raycom Sports Inc.             marketing         $192,950
                               advertising

Great American                 fees              $181,534

Simon Property Group           landlord          $174,473

Supercrease Inc.               merchandise       $151,466
                               vendor

DDR Developers Diversified     landlord          $145,629
Realty

Ballin International           merchandise       $144,447
                               vendor

Icon International Inc.        marketing         $144,080
                               advertising

Dorfman Pacific Headwear Co.   merchandise       $128,536
                               vendor

Tandybrands-Stagg              merchandise       $121,083
                               vendor

KimcoRealty                    landlord          $113,481

The petition was signed by Joseph A. Oliver, III, president
and chief executive officer.


SALLY BEAUTY: Dec. 31 Balance Sheet Upside Down by $725.9 Million
-----------------------------------------------------------------
Sally Beauty Holdings, Inc. (NYSE: SBH) disclosed financial
results for the first quarter ended December 31, 2008.

   * Same store sales growth slightly positive

   * GAAP net earnings of $16 million, up 12.0%

   * Adjusted net earnings of $18 million, up 0.4%

   * 1Q09 GAAP earnings per share of $0.09; 1Q09 adjusted
     earnings per share of $0.10

   * Net earnings margin and gross margin up by 30 basis points

As of December 31, 2008, the company's balance sheet showed total
assets of $1,488,840,000, total liabilities of $2,209,148,000, and
stock options subject to redemption of $5,650,000, resulting in
total stockholders' deficit of $725,958,000.

Consolidated net sales for the fiscal 2009 first quarter were
$645.6 million, a decline of 1.6% over fiscal 2008 first quarter,
and include a negative impact from foreign currency exchange of
$24.8 million, or 3.8% of sales.  Same store sales in fiscal 2009
first quarter grew 0.04% over the fiscal 2008 first quarter.
Fiscal 2009 first quarter GAAP net earnings were $16.1 million,
growth of 12.0% from the fiscal 2008 first quarter.  GAAP diluted
earnings per share were $0.09, or 12.5% greater than earnings per
share of $0.08 in fiscal 2008 first quarter.  Fiscal 2009 first
quarter adjusted net earnings, a non-GAAP measure, were
$18.0 million, an increase of 0.4% over the fiscal 2008 first
quarter.  Adjusted earnings per share were $0.10, flat when
compared to $0.10 adjusted earnings per share in fiscal 2008 first
quarter.   In the fiscal 2009 first quarter, net cash provided by
operating activities was $31.0 million and capital expenditures
were $8.4 million.  Total store count at the end of fiscal 2009
first quarter was 3,769, an increase over fiscal 2008 first
quarter of 138 stores or growth of 3.8%.

"We are pleased with our performance during this challenging
business environment; ending the quarter with positive same store
sales and continued earnings growth," stated Gary Winterhalter,
President and Chief Executive Officer. "In the near-term, we
intend to respond to the on-going economic challenges by focusing
on cost containment and prudent capital investments.  We plan to
maintain a solid financial position and a capital structure that
provides ample liquidity to reduce debt and invest in long-term
growth."

          Fiscal 2009 First Quarter Financial Highlights

Net Sales:  For the fiscal 2009 first quarter, consolidated net
sales were $645.6 million, a decline of 1.6% over fiscal 2008
first quarter of $655.8 million, and include a negative impact
from foreign currency exchange of $24.8 million, or 3.8% of sales.
Positive same store sales growth of 0.04% and the addition of new
stores and acquisitions partially offset the unfavorable impact of
foreign currency exchange.

Gross Profit:  Consolidated gross profit as a percentage of net
sales was 47.0%, a 30 basis point improvement from the fiscal 2008
first quarter.   The Sally Beauty and BSG segments both improved
gross margins over the fiscal 2008 first quarter.  Consolidated
gross profit for the fiscal 2009 first quarter was $303.5 million,
a decrease of 0.9% over gross profit of
$306.2 million for the fiscal 2008 first quarter.  Gross profit
was negatively affected by foreign currency exchange of
$11.0 million, or 3.6% of gross profit.

Selling, General and Administrative Expenses:  For the fiscal 2009
first quarter, selling, general and administrative (SG&A) expenses
were $225.5 million, or 34.9% of sales, a 70 basis point increase
over the fiscal 2008 first quarter metric of 34.2% of sales and
total SG&A of $224.5 million.  Fiscal 2009 first quarter SG&A
expenses increased $1.0 million, or 0.4%, compared to the fiscal
2008 first quarter.  This increase is primarily due to rent and
occupancy-related expenses associated with the opening of new
stores and to acquired businesses, and higher advertising expenses
associated with Sally Beauty's Customer Relations Management (CRM)
campaign.  Partially offsetting this increase was a decline in
unallocated corporate and share-based compensation expenses.
Unallocated corporate expenses declined by $1.7 million, or 9.6%,
to $15.6 million for the fiscal 2009 first quarter compared to
$17.3 million in the fiscal 2008 first quarter.  Share-based
compensation expense for the fiscal 2009 first quarter was $3.6
million, down $2.0 million when compared to $5.6 million in the
fiscal 2008 first quarter.

Interest Expense: Interest expense, net of interest income, for
the fiscal 2009 first quarter was $39.7 million and included
$3.0 million in non-cash charges related to the Company's interest
rate swap transactions.  Fiscal 2008 first quarter interest
expense was $46.5 million and included $5.7 million in non-cash
charges for the mark-to-market change in fair value for the
Company's interest rate swap transactions.  Interest expense is
down $6.8 million over the fiscal 2008 first quarter principally
due to lower interest rates on the Company's asset-based loan
(ABL) revolving credit facility and the Company's Senior Term
Loans.

The Company is accounting for four of its interest rate swap
transactions on a mark-to-market basis, whereby changes in the
fair value increase or decrease net interest expense, and
therefore affect reported net earnings and earnings per share.  In
November 2008, two of the interest rate swaps with an aggregate
notional amount of $150 million expired.  The other two interest
rate swaps, with an aggregate notional value
$350 million, expire in November of 2009.  The mark-to-market
adjustment reported in net earnings associated with these interest
rate swaps will not reoccur after the November 2009 expiration.

Provision for Income Taxes: Income taxes were $10.5 million for
the fiscal 2009 first quarter versus $9.1 million in fiscal 2008
first quarter.  The Company's effective tax rate for fiscal 2009
first quarter was approximately 39.6% compared to 38.7% for the
fiscal 2008 first quarter.

Net Earnings and Diluted Net Earnings Per Share (EPS):  For the
fiscal 2009 first quarter, adjusted net earnings (a non-GAAP
measure) increased by 0.4% to $18.0 million, or $0.10 earnings per
diluted share, after adjusting for $1.9 million, or approximately
$0.01 per diluted share, in after-tax non-cash interest charges
from changes in the fair value of the Company's mark-to-market
interest rate swaps.  For the fiscal 2008 first quarter, adjusted
net earnings were $18.0 million, or $0.10 per diluted share, after
adjusting for $3.6 million, or approximately $0.02 per diluted
share, in non-cash interest charges from changes in the fair value
of the mark-to-market interest rate swaps.  On a GAAP basis, net
earnings for the fiscal 2009 first quarter grew 12.0% to $16.1
million, or $0.09 per diluted share, compared to $14.3 million, or
$0.08 per diluted share, for the fiscal 2008 first quarter.

Adjusted (Non-GAAP) EBITDA:  Adjusted EBITDA for the fiscal 2009
first quarter was $81.6 million a decline of 6.4% from
$87.2 million for the fiscal 2008 first quarter.  This decrease
was a result of softness in the Sally U.K. business, unfavorable
foreign currency exchange, and increased selling, general and
administrative (SG&A) expenses.

Financial Position, Capital Expenditures and Working Capital:
Cash and cash equivalents as of December 31, 2008, were
$112.6 million.  The Company's asset-based loan (ABL) revolving
credit facility began the fiscal 2009 first quarter at
$75.0 million of outstanding borrowings and such borrowings
remained unchanged at the end the fiscal 2009 first quarter.  As a
reminder, on September 18, 2008, the Company borrowed
$75 million in principal amount under its ABL facility to increase
its cash position in order to preserve its financial flexibility
in light of the dislocation of the financial markets.  This
principal amount is reflected in the short-term liability section
of the balance sheet.  Additional borrowing capacity on the ABL
facility was approximately $267.4 million at the end of the fiscal
2009 first quarter.  In addition, the Company paid down $6.1
million of its senior term loans during the fiscal 2009 first
quarter.  The Company's debt, excluding capital leases, totaled
$1.8 billion as of December 31, 2008.

Capital expenditures in the fiscal 2009 first quarter were
$8.4 million.  The Company is reducing its fiscal year 2009
capital expenditure projections to a range of $35-$40 million,
down from the previous projection of $40-$45 million.

Inventories as of December 31, 2008 were $571.7 million, a
decrease of $26.5 million from September 30, 2008 and a decrease
of $24.0 million from December 31, 2007.  As previously stated in
the fiscal 2008 fourth quarter, inventory levels have declined
with the completion of the BSG warehouse optimization project.

                     Business Segment Results

Sally Beauty Supply

   * Fiscal 2009 First Quarter Results for Sally Beauty Supply

Net sales were $410.5 million, up 0.2% from $409.6 million in
fiscal 2008 first quarter.  The year-over-year change in net sales
was positively impacted by revenue growth from new store openings
of 1.5% and from acquisitions of 2.7%, and was partially offset by
same store sales decline of 0.21%.  The impact of unfavorable
foreign currency exchange on net sales was
$17.2 million, or 4.2% of sales.  Same store sales for the Sally
Beauty segment were negatively impacted by the soft economy in the
U.K. and a weaker holiday selling environment.  Gross margin at
Sally Beauty Supply for the fiscal 2009 first quarter was 51.9%,
up 30 basis points from 51.6% in the fiscal 2008 first quarter.
This margin expansion is primarily due to favorable sales trends
resulting from recent marketing efforts, low-cost sourcing
initiatives, and improved product mix.

Segment operating earnings for the fiscal 2009 first quarter were
$65.3 million, or 15.9% of net sales, compared to $71.7 million,
or 17.5% of net sales in the fiscal 2008 first quarter.  Sally
segment operating earnings decreased by 9.0% over fiscal 2008
first quarter primarily due to softer sales in the U.K. and higher
advertising and administrative costs.

Sally Beauty Supply ended its fiscal 2009 first quarter with 2,849
Sally Beauty Supply stores, an increase of 4.5%, or 123 stores
over the fiscal 2008 first quarter.

In the near-term, the Company is widening the organic store growth
projection to allow flexibility to capitalize on potential real
estate values in key locations.  The previous fiscal 2009 organic
store growth range of 4% to 5% is now in the range of 3% to 5% in
fiscal 2009.

Beauty Systems Group

   * Fiscal 2009 First Quarter Results for Beauty Systems Group

During the fiscal 2009 first quarter, BSG same store sales
increased by 0.76%.  BSG net sales were $235.0 million, a decrease
of 4.5%, from the fiscal 2008 first quarter of
$246.2 million.  This sales decline is attributed to the negative
impact from foreign currency exchange of $7.6 million or 3.2% of
sales and underperformance in the franchise business.

BSG gross margins were 38.6% of net sales in the fiscal 2009 first
quarter, up 20 basis points from 38.4% of net sales in the fiscal
2008 first quarter.  Gross margin expansion for the quarter was
primarily due to sales mix and the expansion of new and existing
territories.

Segment operating earnings were $20.2 million in the fiscal 2009
first quarter, down 3.8% from $21.0 million in the fiscal 2008
first quarter.  This decline was primarily due to underperformance
in the franchise business and a negative impact from foreign
currency exchange.  Segment operating margins increased by 10
basis points to 8.6% of sales from 8.5% in the fiscal 2008 first
quarter.  Operating margin improvement reflects cost reduction
initiatives and improved sales mix.

The BSG segment ended the fiscal 2009 first quarter with 920
stores, including 162 franchise locations, a year-over-year
increase of 1.7% or 15 stores versus the fiscal 2008 first
quarter.

The company filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission on February 5, 2009, a copy of
which is available for free at:

               http://researcharchives.com/t/s?3954

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH) --
http://www.sallybeautyholdings.com/-- is an international
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.

The Troubled Company Reporter reported on January 16, 2009, that
participations in a syndicated loan under which Sally Beauty Co.
is a borrower traded in the secondary market at 80.11 cents-on-
the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 9.44 percentage
points from the previous week, the Journal relates.  Sally Beauty
Co. pays interest at 250 points above LIBOR. The bank loan matures
on November 18, 2013.  The bank loan carries Moody's B2 rating and
Standard & Poor's BB rating.


SCIVANTA MEDICAL: Weiser LLP Raises Going Concern Doubt
-------------------------------------------------------
Weiser LLP in New York City raised substantial doubt about
Scivanta Medical Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
period ended Oct. 31, 2008, and 2007.  The auditor pointed that
the company has incurred significant recurring operating losses
and negative cash flows from operations.  The company also has no
lending relationships with commercial banks and is dependent on
the completion of a financing in order to continue operations.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $1,363,290, total liabilities of $795,367 and stockholders'
equity of 567,923.

For the year ended Oct. 31, 2008, the company posted net loss of
$1,656,492 compared with net income of $1,414,379 for the same
period in 2007.

                  Liquidity and Capital Resources

As of Oct. 31, 2008, Scivanta had working capital of $968,793 and
cash and cash equivalents on hand of $598,644.  The $1,410,265
decrease in cash on hand from Oct. 31, 2007, was due to Scivanta's
continuing operating expenses offset by the receipt of $306,803 of
net proceeds related to the sale of a portion of its unused net
operating loss carryovers for the State of New Jersey to a third
party through the 2007 NJEDA Technology Business Tax Certificate
Transfer Program.

During the past several years, Scivanta has generally sustained
recurring losses and negative cash flows from operations.  The
company currently do not generate any revenue from operations.
Its operations have been funded through a combination of the sale
of its convertible debentures and common stock, proceeds received
from the settlement of litigation and the sale of our State of
New Jersey tax losses.

On Dec. 18, 2008, the company received $512,354 of net proceeds
related to the sale of a portion of its unused net operating loss
carryovers for the State of New Jersey to a third party through
the 2008 NJEDA Technology Business Tax Certificate Transfer
Program.  The company will use these proceeds to continue the
development of the HCMS and for working capital purposes.

As of Jan. 23, 2009, the company's cash position was approximately
$925,000.  Based on this, without any additional financing, the
company will be able to continue its administrative operations and
a very small amount of its HCMS development activities for
approximately eight to ten months from the date of this report.

The company do not have any lending relationships with commercial
banks and do not anticipate establishing such relationships in the
foreseeable future due to its limited operations and assets.  The
company believes that its focus must be on obtaining additional
capital through the private placement of its securities.  The
company is pursuing potential investors and have engaged several
placement agents to assist it in this endeavor.  In addition, the
company is reducing operating expenses and it has been able to
finance its operations through an increase in accounts payable.
Any additional equity financing may involve substantial dilution
to its then-existing stockholders.

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

               http://ResearchArchives.com/t/s?3940

                About Scivanta Medical Corporation

Based in Spring Lake, New Jersey, Scivanta Medical Corporation
(OTC:SCVM) -- http://www.scivanta.com/-- fka Medi-Hut Co., Inc.,
focuses on the acquisition, through licensing or purchasing, of
technologies or products that are sold or are capable of being
sold in a specialty or niche market.  During the fiscal year ended
Oct. 31, 2007, the company did not sell any products or
technologies.  It is engaged in the development, manufacture and
distribution of the Hickey Cardiac Monitoring System.  The HCMS is
a minimally invasive two-balloon esophageal catheter system that
provides the primary measures of cardiac performance and left
atrial pressure, which are crucial in treating critically ill
patients.  On July 12, 2007, Scivanta dissolved its wholly owned
subsidiary, Scivanta Corporation.


SELKIRK COGEN: Moody's Downgrades Senior Secured Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded Selkirk Cogen Funding
Corporation's senior secured rating to Ba1 from Baa3.  The rating
outlook is negative.  This concludes the review for downgrade
placed on Selkirk's senior secured rating on August 15, 2008.

The rating action reflects Moody's expectation that Selkirk's debt
service coverage ratio are likely to drop below 1.4 times starting
in 2009 given the expiration of the 80 MW power purchase agreement
between Selkirk's Unit 1 and Niagara Mohawk Power Corporation.
Projections provided by Selkirk forecasts average DSCR of almost
1.4 times; however, Selkirk's coverages could be much lower
depending on actual realized merchant cash flows as well as
emissions related costs.  That being said, Moody's notes that cash
flow under the PPA with Consolidated Edison of New York (ConEd: A1
Sr Unsec, Negative Outlook) should be sufficient to cover the
project's obligations including debt service through the 2012
maturity of the bonds.  Additionally, Selkirk's restricted payment
provisions could potentially boost Selkirk's liquidity if the DSCR
drops below 1.35 times on a six month forward and historical
basis.

The rating action also incorporates Moody's expectation that
Selkirk will sell Unit 1's energy and capacity into the merchant
market, that Selkirk's liquidity could come under pressure due to
potential incremental collateral requirements up to $20 million
under Selkirk's gas supply and transportation agreements, and
uncertainty as to SABIC Innovative Plastics (SABIC Plastics) plans
with its manufacturing facility in Selkirk, NY.

Moody's expects potential incremental collateral requirements tied
to rating triggers under Selkirk's fuel supply and transportation
agreements to be covered by availability under Selkirk's $45
million revolving credit facility.  As of
September 30, 2008, Selkirk utilized $17.8 million of the revolver
for letters of credit.

Additionally, Moody's notes that SABIC, the parent company of
SABIC Plastics, indicated the potential shut down of several of
its manufacturing plants due to the economic recession.  Moody's
has not been able to ascertain SABIC's intent regarding its
manufacturing facility in Selkirk, New York.  Termination of the
steam offtake agreement could affect Selkirk's status as a
'qualified facility' under PURPA and affect payments under the
ConEd PPA.

The negative outlook reflects the likelihood that Selkirk's rating
could come under additional negative rating pressure if Selkirk
cannot sustain DSCR above 1.3 times, if Selkirk is unable to
manage potential incremental collateral requirements under its
fuel supply and transportation agreements, if Selkirk incurs
operational problems or if SABIC seeks to terminate its steam
offtake contract.

Selkirk owns a 345 natural gas-fired cogeneration facility in
Bethlehem, New York.  The project has long-term contracts for the
sale of electric capacity and energy produced by the facility with
ConEd and steam produced by the facility with SABIC Innovative
Plastics (SABIC Plastics).  Selkirk is owned by a group of
investors and is managed by Cogentrix.

The last rating action on Selkirk occurred on August 15, 2008,
when the Project's senior secured rating was place under review
for downgrade.


SERVICEMASTER COMPANY: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of The ServiceMaster Company and changed the rating outlook to
negative from stable.

"The negative outlook considers the potential for the weakening
economy in the US to depress demand for the company's consumer
service offerings during 2009, particularly in the more
discretionary lawn care and home warranty business lines," stated
Lenny Ajzenman, Vice President and Senior Credit Officer.

The B2 Corporate Family Rating is also constrained by financial
strength metrics that are weak for the rating category.  However,
the ratings are supported by the company's leading market
positions and brands in large end-markets, relatively steady
customer retention rates during the first nine months of 2008,
modest profitability growth since the 2007 leveraged buyout and
good liquidity.

These ratings were affirmed:

  -- $2.6 billion senior secured term loan B due 2014, B1 (to LGD
     3, 33% from LGD 3, 34%)

  -- $500 million senior secured revolving credit facility due
     2013, B1 (to LGD 3, 33% from LGD 3, 34%)

  -- $150 million senior secured synthetic letter of credit
     facility due 2014, B1 (to LGD 3, 33% from LGD 3, 34%)

  -- $1.15 billion 10.75%/11.50% Senior Toggle Notes due 2015, B3
     (LGD 5, 73%)

  -- $79 million senior unsecured notes due 2018, Caa1 (LGD 6,
     95%)

  -- $195 million senior unsecured notes due 2027, Caa1 (LGD 6,
     95%)

  -- $83 million senior unsecured notes due 2038, to Caa1 (LGD 6,
     95%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-2

The last rating action on ServiceMaster was on July 24, 2008 at
which time Moody's assigned a B3 rating to the $1.15 billion of
senior toggle notes due 2015 and affirmed the B2 Corporate Family
Rating.

Based in Memphis, Tennessee, ServiceMaster is a leading provider
of outsourcing services to residential and commercial customers,
primarily in the United States.  Its services include lawn care,
landscape maintenance, termite and pest control, home warranty,
disaster response and reconstruction, cleaning and disaster
restoration, house cleaning, furniture repair, and home
inspection.


SGB ACQUISITIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: SGB Acquisitions
        1045 Brush Street
        Detroit, MI 48226

Bankruptcy Case No.: 09-42920

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Francois M. Nabwangu, Esq.
                  13255 Lakepoint Blvd
                  Belleville, MI 48111
                  Tel: (313) 255-9920
                  Email: attyapp@live.com

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

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

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

The petition was signed by Derrick Coleman, President of the
company.


SHANE CO: Posts $29.3 Million Net Loss in Fiscal 2008
-----------------------------------------------------
Court documents say that Shane Co. sustained a net loss of about
$29.3 million in fiscal 2008, compared to a net income of
$3.9 million in fiscal 2007.

Shane, according to court documents, said that its net sales for
the fiscal year ended February 2, 2008, increased to about
$278.6 million, from $267.9 million in February 2007.  Shane's
gross profit for fiscal 2008 rose to $119.7 million, compared to
$115 million in fiscal 2007, court documents say.

Shane said in court documents that its selling, general and
administrative expenses increased by $29.3 million to about $136.5
million in fiscal 2008.

Denver Business Journal relates that Shane posted an operating
loss of $22.5 million in 2008, compared to operating income of
$6.8 million in 2007.  Interest expenses more than doubled to $7.1
million, Denver Business reports, citing Shane.

According to court documents, Shane went from stockholders' equity
of $46.7 million as of February 2007 to about
$15.9 million in February 2008, adding that its retained earnings
declined to $6 million in 2008, from $40 million in 2007.

Denver Business states that Shane reported $165.8 million in
assets as of February 2, 2008, with about $107.4 million of it in
inventory.

                          About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  The Debtor proposed Kurtzman Carson
Consultants LLC as its claims agent.  When the Debtor filed for
protection from its creditor, it listed assets and debts between
$100 million and $500 million each.


SIRIUS XM: Charles Ergen Reiterates Interest in Acquiring Firm
--------------------------------------------------------------
Matthew Karnitschnig at The Wall Street Journal reports that
Charles Ergen has reiterated his interest in taking control of
Sirius XM Radio Inc.

Citing people familiar with the matter, WSJ relates that Sirius XM
declined Mr. Ergen's unsolicited offer last year -- which involves
a capital injection from one of his satellite companies, EchoStar
Corp. or Dish Network Corp.  According to WSJ, the sources said
that the offer could help Sirius XM meet its debt obligations and
avoid a bankruptcy filing.

According to WSJ, Sirius XM CEO Mel Karmazin told investors last
week that the company would have to file for bankruptcy, or cut a
deal with Mr. Ergen, unless he could raise $175 million.  WSJ says
that Sirius XM has $3.25 billion in debts -- about
$600 million of which is bank debt that would have to be redeemed
immediately in the case of a change of control, under terms of the
firm's agreement with its banks.  WSJ states that Sirius XM
doesn't have enough cash to repay the bonds, and had been
negotiating with the hedge fund that previously held the notes to
exchange them for a combination of more senior debt and equity.
Sirius XM has a $175 million tranche that matures February 17, WSJ
relates.

WSJ reports that before Sirius XM could reach a deal with the
hedge fund, EchoStar acquired the debt, giving Mr. Ergen more
leverage.  Sources, according to the report, said that EchoStar
started accumulating Sirius XM debt several months ago, but it was
only last week that EchoStar acquired control of a piece of Sirius
XM's debt that could determine the company's fate.

WSJ, citing a person familiar with the situation, states that Mr.
Ergen isn't seeking to force Sirius XM into bankruptcy proceedings
to acquire its assets more cheaply.  WSJ relates that Mr. Ergen
believes that satellite radio would complement his television
operation, as both are subscriber-based programming businesses
that depend on similar technology.

According to WSJ, a satellite television and radio merger would
likely face close scrutiny and lengthy review from federal
regulators, whose approval is required in the deal.

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SMITTY'S BUILDING: Court Initially OKs FTI as Financial Advisor
---------------------------------------------------------------
Smitty's Building Supply Inc. obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
FTI Consulting, Inc., as management consultants and financial
advisors on a provisional basis.  The final hearing on this matter
will be held at 1:30 PM on March 20, 2009.

FTI will render specialized management and financial consulting
services required by the Debtors.  FTI will continue the work
which it began for the Debtors prepetition.  It will continue to
provide business advice crucial to the Debtors' reorganization
efforts, and it will provide advisory services that FTI and the
Debtors deem appropriate and feasible in order to assist the
Debtors' reorganization efforts.

The Debtors believe that FTI's advisory services will not
duplicate the services that other professionals are providing to
the Debtors in these chapter 11 cases.  FTI will coordinate with
the Debtors' other professionals to ensure no services are
duplicated in this Chapter 11 case.

The Debtors were also authorized to employ FTI's senior managing
director, Marc Weinsweig as chief restructuring officer.

Mr. Weinsweig will:

   a. Assist in communications and negotiations with lenders,
      employees, creditors, and other key stakeholders;

   b. Work with management to further identify and implement both
      short-term and long-term value maximizing and liquidity
      generating alternatives;

   c. Assist the Debtors' plan of reorganization and related
      monthly and 13-week cash flow forecasts;

   d. Assist the Debtors in meeting reporting requirements
      associated with the Chapter 11 bankruptcy filings,
      including the Schedules, the Statement of Financial
      Affairs, Statement of Assets and Liabilities, and the
      initial monthly operating report;

   e. Facilitate the process of identifying exit financing
      sources; and

   f. Provide other similar services as may be requested by the
      Debtors.

FTI's standard hourly rates are:

     Senior Managing Directors           $585 - $715
     Directors/Managing Directors        $475 - $580
     Consultants/Senior Consultants      $210 - $415
     Administrative/Paraprofessionals     $95 - $190

FTI has also agreed to discount Mr. Weinsweig's fees for services
provided on behalf of the Debtors in connection with these
bankruptcy cases.

Mr. Weinsweig assured the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMITTY'S BUILDING: Court OKs Venable LLP as Bankruptcy Counsel
--------------------------------------------------------------
Smitty's Building Supply Inc. obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Andrew J. Currie and Venable LLP as counsel.  Venable will also
represent the Debtors in matters related to their Chapter 11
cases.

Venable LLP will:

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


   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;


   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions
      commenced against the Debtors, negotiations concerning
      litigation in which the Debtors are involved, and
      objections to claims filed against the Debtors' estates;


   d) assist the Debtors in connection with preparing necessary
      motions, answers, applications, orders, reports, or other
      legal papers necessary to the administration of the
      estates, and to appear in Court on behalf of the Debtors in
      proceedings related thereto;


   e) assist the Debtors in the preparation of their Chapter 11
      plan and disclosure statement, and in any and all other
      matters and proceedings in connection therewith, including
      attending court hearings;

   f) represent the Debtors in matters which may arise in
      connection with their business operations, financial and
      legal affairs, dealings with creditors and other parties-
      in-interest, sales and other transactional matters,
      litigation matters and in any other matters which may arise
      during these bankruptcy cases; and

   g) perform all other necessary legal services in connection
      with the prosecution of these Chapter 11 cases.

The Debtors will pay Venable its customary hourly rates for
services rendered, as those rates may be adjusted from time to
time, and to reimburse Venable for its reasonable, necessary
expenses.  Venable regularly charges for reimbursement of out-of-
pocket expenses including secretarial overtime, travel, copying,
facsimiles, document processing, court fees, transcript fees,
long distance phone calls, computerized legal research, postage,
messengers, overtime meals and transportation.

Mr. Currie assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Currie, Lawrence A. Katz, Kristen E. Burgers and Abby W.
Clifton can be reached at:

     Venable LLP
     8010 Towers Crescent Drive, Suite 300
     Vienna, Virginia 22182
     Tel: (703) 760-1600
     Fax: (703) 821-8949

                     About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMITTY'S BUILDING: Section 341(a) Meeting Slated for February 25
----------------------------------------------------------------
U.S. Trustee for Region 4 will convene a meeting of creditors of
Smitty's Building Supply, Inc. and it's debtor-affiliates on
Feb. 25, 2009, at these times:

   Smitty's Building Supply, Inc. -- 3:00 pm

   SBS Acquisition Corp Time -- 3:30 pm

   SBS Window Division Corp. -- 4:00 pm

   Windowsmith, Inc. -- 4:30 pm


All meetings will held at 115 South Union Street, Suite 210, Room
206, Alexandria, Virginia.

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

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

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMURFIT-STONE: DBRS Downgrades to D on Bankruptcy Filing
--------------------------------------------------------
Dominion Bond Rating Service has downgraded Smurfit-Stone
Container Corporation to D following the Company's announcement
that it and its U.S. and Canadian subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court in Wilmington, Delaware.  The Canadian
subsidiaries will also file to reorganize under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Company plans to use this process to restructure
its debt, resulting in a capital structure more suited to support
its long-term growth and profitability.  DBRS has also removed the
Company from Under Review with Negative Implications, where it was
placed on January 16, 2009.


SOUTHERN STAR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Southern Star Builders and Developers, LLC
        104 Lenore Court
        Woodstock, GA 30188

Bankruptcy Case No.: 09-62664

Chapter 11 Petition Date: February 2, 2009

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

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Email: pmarr@mindspring.com

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

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

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

            http://bankrupt.com/misc/ganb09-62664.pdf

The petition was signed by Mirrine Sue Trettel, Manager of the
company.


SPECTRUM BRANDS: Delays 10-Q Filing Due to Chap. 11 Negotiations
----------------------------------------------------------------
Spectrum Brands, Inc., informed the U.S. Securities and Exchange
Commission that it was unable to timely complete its Form 10-Q
for the quarter ended December 28, 2008, because of delays in
completing the company's unaudited financial statements and
management's discussion and analysis of financial condition and
results of operations.

Anthony L. Genito, Spectrum's executive vice president, chief
financial officer, and chief accounting officer, said the process
of negotiating the proposed plan of reorganization and preparing
for the Chapter 11 filings have consumed a significant amount of
management's time causing delays in completing the required
disclosure and rendering management unable to complete the 10-Q
in a timely manner.

Mr. Genito added that Spectrum needs time to appropriately
prepare a description of the recent events leading to the
bankruptcy filing to provide more complete disclosure in its 10-
Q.  The company, Mr. Genito said, could not have diverted
management's time away from the preparations for the Chapter 11
bankruptcy filing without unreasonable effort or expense.

Spectrum anticipates that the 10-Q will be filed on or before
February 11, 2009.

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Disclosure Statement Hearing Slated for March 19
-----------------------------------------------------------------
Spectrum Brands Inc. scheduled a March 19 hearing for approval
of the disclosure statement explaining the terms of its pre-
negotiated Chapter 11 plan.

Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas has authorized Spectrum Brands and its
affiliates, on the interim, to borrow not more than $235,000,000
of DIP Loans, which amounts includes all of the Debtors'
prepetition obligations.  The Debtors will use the proceeds of the
DIP Loans for, among others, payment of employee salaries,
payroll, taxes, and all other expenses specified in a 13-Week
Budget, available for free at:

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

Contemporaneous with their Chapter 11 filing, Spectrum Brands and
its affiliates filed a Joint Plan of Reorganization and a
Disclosure Statement explaining the Plan.

The Plan contemplates that the Debtors will be reorganized and
will continue in operation, achieving the objectives of Chapter
11 for the benefit of their creditors, customers, suppliers, and
employees.

The Plan sets forth the capital structure for the Reorganized
Debtors upon their emergence from Chapter 11, as follows:

  * Exit Facility -- On the Effective Date, the Reorganized
    Debtors will obtain new financing to provide a portion of
    the funds necessary to make payments required to be made on
    the Effective Date, as well as funds for working capital and
    other general corporate purposes after the Effective Date.

  * Continuing Obligations -- The obligations under the Term
    Credit Facility will be continued in accordance with their
    original terms.

  * New Senior Subordinated Notes -- The Reorganized Debtors
    will authorize a new series of senior subordinated toggle
    notes issued by Reorganized Spectrum under the New
    Indenture, with the Reorganized Subsidiaries as guarantors
    and an indenture trustee to be determined in an aggregate
    principal amount equal to $218,076,363, which amount
    represents 20% of the Allowed Noteholder Claims.

  * Spectrum Equity Ownership -- The Reorganized Debtors will
    (i) provide for authorized capital on the Effective Date
    equal to [ ] shares of New Common Stock; (ii) issue on the
    Effective Date up to an aggregate amount of [ ] of New
    Common Stock for distribution in accordance with the terms
    of the DIP Facility; (iii) issue on the Effective Date up to
    an aggregate of [ ] shares of New Common Stock for
    distribution to holders of Allowed Noteholder Claims; and
    (iv) reserve for issuance the number of shares of New Common
    Stock necessary to satisfy the required distributions of
    equity awards granted under the New Equity Incentive Plan.

Under the Plan, Administrative Claims, Priority Tax Claims, and
Other Priority Claims, will be paid in full as required by the
Bankruptcy Code, unless otherwise agreed by the holders of such
claims.

Term Facility Claims and Other Secured Claims will be Reinstated
on their original terms.  The ABL Facility Claim will be paid in
full.  General Unsecured Claims will be paid in full when due
after approval and consummation of the Plan, unless otherwise
agreed by the holders of such claims.  The Noteholder Claims will
receive Pro Rata shares of the New Common Stock and New
Notes and the Existing Spectrum Notes will be cancelled.

Mr. Hussey says the Debtors, in connection with their prepetition
plan of shutting down the growing products portion of the Home
and Garden Business, has identified seven facilities that it has
closed or plans to close during the second fiscal quarter of
2009.  In addition, the Debtors plan to exit their facility in
Ninghai, China as part of their strategy of improving operational
efficiency and better utilizing their manufacturing resources.

A full-text copy of the Prepackaged Plan is available for free
at http://bankrupt.com/misc/spectrumplan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/spectrumds.pdf

The Debtors target to exit from Chapter 11 on or before July 15,
2009.  The Restructuring Agreement requires the Debtors to have
their Plan declared effective not later than July 15.

Furthermore, the Restructuring Agreement states that the Plan
will not have been confirmed by the U.S. Bankruptcy Court
overseeing the Debtors' Chapter 11 cases on or before June 30.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Seeks to Limit Equity Trading to Preserve NOLs
---------------------------------------------------------------
Spectrum Brands and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Texas to
establish notice and hearing procedures regarding the trading of
Spectrum Inc.'s common stock that must be complied with before the
stocks' trades or transfers become effective to preserve the
Debtors' tax attributes.

Unrestricted trading of the Spectrum Stock may adversely affect
the Debtors' tax attributes if too many 5% or greater blocks of
equity securities are created or too many shares are added to or
sold from those blocks, so that an ownership change is triggered
prior to consummation of the Prepackaged Plan of Reorganization,
the Debtors' proposed counsel, D.J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, tells Judge Ronald
B. King.

As of the Petition Date, the Debtors project that their net
operating losses is approximately $1,000,000,000.  While the
Debtors believe that these NOLs are currently subject to a
limitation under Section 382 of the Internal Revenue Code of 1986
as a result of ownership changes prior to the Petition Date, use
of these NOLs may be subject to a more severe limitation under
Section 382 if the Debtors were to undergo a subsequent ownership
change during the pendency of their Chapter 11 cases, Mr. Baker
noted.

By establishing procedures for continuously monitoring trading in
Spectrum Stock, the Debtors can preserve their ability to seek
substantive relief at the appropriate time, particularly if it
appears that trading of Spectrum Stock may jeopardize the use of
their Tax Attributes, Mr. Baker contends.

In light of these, the Debtors propose that:

  (a) a notice of an order approving their request will be sent
      to the U.S. Trustee, the Official Committee of Unsecured
      Creditors, the DIP Lenders, and any transfer agent of the
      Spectrum Stock;

  (b) any transfer agent for any Spectrum Stock be required to
      send a Notice of Order to all holders of stock in excess
      of 1,250,000 shares registered with that transfer agent;

  (c) any registered holder be required to provide Notice
      of Order to any holder for whose account the registered
      holder holds the stock in excess of 1,250,000 shares, and
      so on down the chain of ownership; and

  (d) any person, entity, broker or agent acting on their behalf
      who sells 750,000 shares of Spectrum Stock to another
      person or entity be required to provide a copy of the
      Notice of Order to the purchaser or any broker or agent
      acting on their behalf, to the extent reasonably feasible.

The Debtors will also publish notice of the order in The Wall
Street Journal, The Financial Times (U.S. edition), and the
Wisconsin State Journal.

                    Court Enters Interim Order

The Court approved, on an interim basis, the Debtors' Motion.
The Court rules that any purchase, sale, or other transfer of
equity securities in the Debtors in violation of the Equity
Trading Procedures will be null and void ab initio as an act in
violation of the automatic stay.

Any person or entity who is a Substantial Noteholder will file
with the Court a notice of its status.  Prior to effectuating a
transfer of the Spectrum Stock, which transfer would result to an
entity becoming a Substantial Noteholder, that Substantial
Noteholder will file with the Court a notice of the intended
transfer of equity.

The Debtors will have 20 days after receipt of the notice to file
an objection.

A "Substantial Noteholder" means any person or entity that
beneficially owns at least 2,509,000 shares of Spectrum Stock.

A hearing will be held on March 4, 2009, for the Court to
consider final approval of the Motion.  Objections are due
February 27.

If no objections are timely filed of if all filed objections are
withdrawn, the Court's Order will automatically become final and
non-appealable without further Court order.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Court Approves Logan & Co. as Claims Agent
-----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas gave Spectrum Brands, Inc. and its 13
subsidiaries the green light to employ Logan & Company, Inc., as
their noticing, claims, and balloting agent, pursuant to Section
156(c) of the of the Judiciary and Judicial Procedures of the U.S.
Code and Rules 2002 and 3017 of the Federal Rules of Bankruptcy
Procedure.

As noticing, claims, and balloting agent, Logan & Co., will
provide these services:

  (a) Serving notices to parties in interest, or as otherwise
      directed by the Debtor, its employees or counsel, or the
      Court;

  (b) If necessary and upon request, assisting in the
      preparation of schedules of assets, liabilities and
      contracts, and statements of financial affairs;

  (c) If necessary, reconciling claims and acting as the
      official claims agent in lieu of the Clerk's Office in:

         * Maintaining all proofs of claim and proof of
           interests filed in the bankruptcy cases;

         * Docketing all those claims;

         * Maintaining and transmitting to the Clerk's Office
           the official claims registers;

         * Maintaining current mailing lists of all entities
           that have filed claims and notices of appearance
           Logan receives; and

         * Providing the public access for examination for all
           the claims at its premises during regular business
           hours and without charge;

  (d) Recording all transfers Logan receives, pursuant to
      Bankruptcy Rule 3001(e); and

  (e) Balloting by classes of creditors, excluding noteholders,
      that may be required if it becomes necessary for the
      Debtors to pursue a traditional reorganization plan
      strategy.

In accordance with a services agreement, consulting services
provided by Logan employees charge these hourly rates:

  Principal                              $270
  Court Testimony                        $300
  Statement and Schedule Preparation     $200
  Account Executive Support              $185
  Public Web site Design & Maintenance   $185
  Programming Support                    $150
  Project Coordinator                    $125
  Data Prep Analysis                     $100
  Data Entry                              $70
  Clerical                                $45

Kathleen M. Logan, president of Logan & Co., assures the Court
that her firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code, and does not represent
any interest adverse to the Debtors or their estates.

Ms. Logan discloses that prior to the Petition Date, Logan
performed certain professional services for the Debtors.  The
Debtors have a $20,000 advance payment to Logan for services
Logan may render in the bankruptcy cases.  If there remains any
outstanding amount due for prepetition services rendered and
expenses incurred by Logan, the firm is entitled to apply the
Retainer to that outstanding amount.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Gets Court OK to Hire FBG as Solicitation Agent
----------------------------------------------------------------
Spectrum Brands, Inc., and 13 subsidiaries received the go-signal
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Financial Balloting Group as their solicitation agent,
tabulator and consultant with respect to plan voting by the
Debtors' noteholders.

The Debtors believe that FBG's vast experience in facilitating
the solicitation of public debt securities makes the firm well-
qualified to act as solicitation agent in the Debtors' bankruptcy
cases.

As solicitation agent, FBG will:

  * advise the Debtors and their counsel regarding all aspects
    of the plan solicitation to noteholders, including timing
    issues, notice issues, solicitation issues and documents
    related to the same, and voting and tabulation procedures;

  * review the voting portions of the disclosure statement,
    ballots, and other documents, particularly as they may
    relate to noteholders;

  * work with the Debtors to request appropriate information
    from The Depository Trust Company and the trustee to
    obtain appropriate information necessary to solicit the
    votes of noteholders;

  * with respect to any registered holders of securities
    entitled to vote, place the solicitation package into
    envelopes to be addressed by FBG, include return address
    envelopes addressed to FBG for the return of the completed
    ballots, and implement the mailing of solicitation packages;

  * coordinate the distribution of solicitation packages to
    noteholders in Street name by forwarding the appropriate
    solicitation packages and instructions to the appropriate
    departments and personnel of the banks and brokerage firms
    holding the securities, who in turn will forward it to the
    beneficial owners for voting and follow up with banks and
    brokers to help ensure compliance with FBG's instructions;

  * distribute copies of the master ballots and instructions to
    the appropriate nominees so that firms may cast votes on
    behalf of beneficial owners of notes and follow up with
    nominees to ensure compliance with FBG's instructions;

  * prepare a certificate of service for filing with the Court;

  * handle requests for documents from parties-in-interest,
    including brokerage firms, banks, and institutional holders;

  * work with the Debtors and their counsel to establish a
    protocol for, and respond to, telephone inquiries from
    holders and nominees regarding the disclosure statement and
    the voting procedures;

  * if requested to do so, make telephone calls to non-objecting
    noteholders and nominees to confirm receipt of the
    solicitation package and respond to questions about voting
    procedures;

  * receive and examine all ballots and master ballots and date-
    and time-stamp the originals of all ballots upon receipt;

  * if applicable, track any solicitation packages that are
    returned as undeliverable and report to the Debtors and
    their counsel regarding the same;

  * tabulate all ballots and master ballots received prior to
    the voting deadline in accordance with established
    procedures, and prepare a ballot summary for filing with
    the Court; and

  * if requested to do so, provide mailing lists produced in the
    course of FBG's engagement to the Debtors in a manipulable
    format.

For its services, FBG's projected fees and expenses are:

  Job                                   Fee
  ---                                   ---
  Solicitation and information          $5,000 project fee
  agent for noteholders in "street"     plus $3,000 per CUSIP
  name

  Responding to telephone calls from    Minimum charge: $2,000
  noteholders during solicitation       plus $8 per call over
  period                                250 calls

  Assembly and mailing of               $1.75 to $2.25
  solicitation packages to              per package
  registered noteholders                Minimum: $500

  Mailing of notices to                 For the note issues,
  noteholders                           $5,000 plus consulting
                                        fees

  Tabulation of ballots                 Setup fee: $1,000 per
                                           plan class
                                        Labor: $125 per hour
                                           plus $2,500 if a
                                           voting deadline after
                                           8:00 p.m. E.T. is
                                           required

  Consulting Services                   Standard hourly rates

  Printing, telephone, postage, etc.    Reimbursement

FBG's hourly rates are:

  Professional                   Hourly Rate
  -----------                    -----------
  Executive Director                    $410
  Senior Case Manager                    360
  Case Manager                           300
  Case Analyst                           190
  Programmer II                          195
  Programmer I                           165
  Clerical                                65

Jane Sullivan, FBG's executive director, assures the Court that
FBG is a "disinterested person" as that term is defined in
Section 101(14) as modified by Section 1107(b) of the Bankruptcy
Code, and does not represent any interest adverse to the Debtors
and their estates.

Ms. Sullivan discloses that FBG performed certain services for
the Debtors before the Petition Date.  The Debtors have paid a
$20,000 retainer to FBG, which amount would be drawn down and
applied to the Debtors' obligations as they arise.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPOHNTOWN CORP: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spohntown Corporation
        3132B Hill Street
        Duluth, GA 30096

Bankruptcy Case No.: 09-62866

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: February 2, 2009

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: John C. Pennington, Esq.
                  jcppc@alltel.net
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Maxine Spohn                   Secured:          $821,291
750 Park Ave., 20 N            $1,000,000
Atlanta, GA 30326

Gwinnett Community Bank        Secured:          $686,856
P.O. Box 3910                  $1,100,0000
Duluth, GA 30096

Gwinnett Co. Tax Comm.                           $50,782
P.O. Box 372
Lawrenceville, GA 30046

DH Real Estate Investments                       $39,260

Pieper O'Brien Herr Architects LTD               $18,537

City of Duluth                                   $3,430

Moore & Cubbedge, LLP                            $2,750

Harkeleroad & Assoc Inc.                         $2,610

Anderson, Tate & Carr PC                         $1,737

Schindler Elevator Corp.                         $1,043

Builders Risk Plan                               $1,011

Convergint Technologies LLC                      $930

Wells Fargo Financial Capital                    $677
Finance

ABR Fire Protection Inc.                         $600

Airmaster Heating & Air Inc.                     $585

Imagescapes                                      $512

Hometec Exterminating                            $500

Willett Wiring Co. Inc.                          $120

The petition was signed by Douglas B. Spohn, president.


ST VINCENTS CATHOLIC: Files Post-Confirmation Status Report
-----------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York delivered to
the U.S. Bankruptcy Court for the Southern District of New York
its Seventh Post-Confirmation Status Report on January 16, 2009,
to apprise Judge Adlai Hardin of the progress of the actions the
Debtors have undertaken since the submission of their October 15,
2008 Post-Confirmation Report with respect to the confirmation of
their First Amended Chapter 11 Plan of Reorganization.

                        Claims Resolution

As of January 16, 2008, more than 3,300 proofs of claim have been
filed in the Debtors' cases, of which the Debtors have undertaken,
and are undertaking, a comprehensive review and reconciliation.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, reported that the Debtors have filed 19 omnibus
objections to approximately 1,500 proofs of claim, certain of
which they have sought to disallow and expunge, reduce, and
reclassify.  The Debtors have filed objections to certain claims
on an individual basis, and have resolved a number of claims by
stipulations or settlements, which previously have been approved
by the Court.

Pursuant to the Plan, the Debtors are authorized to resolve
disputed claims without further Court order.  The Plan provides
for the liquidation of medical malpractice claims as to their
amounts in accordance with non-bankruptcy law, which, in certain
instances, may require approval of a state court, Mr. Troop
noted.

Mr. Troop disclosed that as of January 16, 2008, (i) three claims
have been allowed, totaling $489,675, and (ii) one claim had been
Satisfied in the aggregate of $81,025.

Since the Sixth Status Report was filed, the Debtors have
resolved certain substantial claims and matters involving New
York Medical College, CVI GVX (Lux) Master S.a.r.l., HSBC Bank
USA, National Association, and Comprehensive Archives Inc.

                       Resolved Disputes

On October 20, 2008, the Court entered a stipulated order
amending the February 19 Order to include the correct amount for
New York Medical College's Claim No. 2414.  Subsequently, the
Debtors made a distribution to NYMC to reflect the corrected NYMC
Claim.

On June 2, 2008, the Court the adjourned the Debtors' application
for an order disallowing and expunging certain claims relating to
assumed Uniformed Services Family Health Plan Contracts, among
other as to CVI GVX (Lux) Master S.a.r.l.'s Claim No. 1930. On
November 20, 2008, the Court entered an order withdrawing the
Application as to the CVI Claim.

On August 28, 2008, the Court entered a stipulated order
extending the deadline for the Debtors to object to a claim filed
by HSBC Bank USA, National Association.  Pursuant to the
stipulated order, the letter of credit will remain on the
Debtors' books.  In the event that the letter of credit is drawn
upon, the Debtors will reimburse HSBC for the amounts drawn.
Upon the earlier of the date on which the letter of credit is no
longer drawable and the date on which the beneficiary has fully
drawn the letter of credit and HSBC has been repaid in full for
the amount drawn, HSBC will be deemed to have released and waived
any claims arising under the facts set forth in the HSBC Claim,
and HSBC will be deemed to have waived, released, and discharged
all claims and interests in the collateral securing the letter of
credit.

On December 17, 2008, the Court entered a stipulated order
allowing Comprehensive Archives Inc.'s Claim No. 1397 as a
secured claim in the amount of $81,025.  Pursuant to the
stipulated order, the records stored by CAI will be removed and
transferred to a different storage facility, at the expense of
the Debtors.

                       McDermott's Appeal

On October 1, 2008, McDermott Will & Emery LLP filed a notice of
appeal to the United States District Court for the Southern
District of New York from Judge Hardin's order reducing the fees
due to McDermott Will by $460,543. On November 14, 2008, the
District Court entered an order affirming the Court's order.

                    Distributions Under the Plan

Mr. Troop disclosed that, in accordance with the Plan, the
Debtors have made distributions to certain holders of classes of
claims, totaling $81,025 since October 15, 2008.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


STATEWIDE HEALTHCARE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Statewide Healthcare, Inc.
        dba Tri-State Home Health, Inc.
        102 Oglethorpe Professional Bldg., Ste. 4
        Savannah, GA 31409

Bankruptcy Case No.: 09-40266

Type of Business: The debtor is in the health care business.

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P. O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  Email: mccallarlawfirm@aol.com

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

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

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

            http://bankrupt.com/misc/gasb09-40266.pdf

The petition was signed by Joenelle B. Gordon, President of the
company.


SWAMP FOX: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Swamp Fox Utilities, LLC
        P.O. Box 14
        Saint Stephen, SC 29479

Bankruptcy Case No.: 09-00814

Chapter 11 Petition Date: February 3, 2009

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

Judge: David R. Duncan

Debtor's Counsel: Ann A. Urquhart, Esq.
                  Drose Law Firm
                  3955 Faber Place Drive
                  Charleston, SC 29405
                  Tel: (843) 767-8888
                  Email: ann@droselaw.com

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

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

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

The petition was signed by Susan Amanda Dennis, President of the
company.


SUN COUNTRY: Seeks June 6 Extension of Plan Filing Deadline
-----------------------------------------------------------
Sun Country Airlines Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to extend until June 6, 2009, its exclusive
period to file a Chapter 11 plan.  Sun Country, Bloomberg's Bill
Rochelle, says has promised to begin talking about a Chapter 11
plan with creditors in March.

Sun Country Airlines recently announced a net income of $955,000
for the fourth quarter of 2008.  This compares to an $18.0 million
loss in the fourth quarter of 2007 and represents the first
profitable fourth quarter in the past five years.

"Our 2008 financial results reflect a significant improvement
based upon the successful turnaround of Sun Country Airlines. This
success was achieved through the hard work and dedication of our
employees as well as the changes to our business model over the
past several months," said Stan Gadek, Chairman and CEO of Sun
Country Airlines.

                       About Sun Country

MN Airlines, LLC, d.b.a. Sun Country Airlines is based in St.
Paul, Minnesota. Sun Country, which has earned a reputation for
offering world class service at an affordable price, was recently
named in the "Top Ten Domestic Airlines" by Travel+Leisure and
Cond, Nast Traveler for the third year in a row. The airline flies
to popular destinations in the U.S., Mexico and the Caribbean. For
a complete list of destinations and more information, please visit
www.SunCountry.com.

Sun Country Airlines Inc. dba MN Airlines LLC, and its debtor-
affiliates Petters Aviation LLC and MN Airline Holdings Inc. filed
separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr.
D. Minn. Lead Case No. 08-45136).  Brian F. Leonard, Esq., Matthew
R. Burton, Esq., at Leonard O'Brien et al., represented the
Debtors as counsel.  When Petters Aviation LLC filed for
protection from its creditors, it listed assets of $50 million
and $100 million, and the same range of debts.


TARRAGON CORP: Three Units' Chapter 11 Voluntary Case Summary
-------------------------------------------------------------
Debtor: Tarragon Corporation
        423 West 55th Street, 12th Floor
        New York, NY 10019

Bankruptcy Case No.: 09-10555

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 12, 2009:

        Entity                                     Case No.
        ------                                     --------
TDC Hanover Holdings LLC                           09-12734
Tarragon Stratford, Inc.                           09-12735
MSCP, Inc.                                         09-12737

Debtor-affiliates filing separate Chapter 11 petitions on Jan. 12,
2009:

        Entity                                     Case No.
        ------                                     --------
800 Madison Street Urban Renewal, LLC              09-10546
Block 88 Development, LLC                          09-10547
Tarragon Edgewater Associates, LLC                 09-10548
The Park Development East LLC                      09-10549
The Park Development West LLC                      09-10550
900 Monroe Development LLC                         09-10552
Tarragon Development Corporation                   09-10553
Bermuda Island Tarragon LLC                        09-10556
Central Square Tarragon LLC                        09-10557
Abrachem Group, LLC                                09-10558
Charleston Tarragon Manager, LLC                   09-10559
Fenwick Plantation Tarragon, LLC                   09-10562
Omni Equities Corporation                          09-10564
One Las Olas, Ltd.                                 09-10570
Orion Towers Tarragon, LLP                         09-10572
Orlando Central Park Tarragon, L.L.C.              09-10574
Tarragon Development Company LLC                   09-10575
Tarragon Management, Inc.                          09-10576
Tarragon South Development Corp.                   09-10578
Vista Lakes Tarragon L.L.C.                        09-10579

Related Information: The Debtors (NasdaqGS:TARR) engage in the
                     development, ownership, and management of
                     real estate properties in the United States.
                     It operates in two divisions, a Real Estate
                     Development Division (Development Division)
                     and an Investment Division.  The Development
                     Division focuses on developing, renovating,
                     building, and marketing homes in high-
                     density, urban locations and in master-
                     planned communities.  The Investment
                     Division owns and operates a portfolio of
                     stabilized rental apartment communities
                     located in Alabama, Connecticut, Florida,
                     New Jersey, Texas, Rhode Island, Tennessee,
                     Maryland, Oklahoma, Michigan, and Georgia.
                     The company was founded in 1973.

                     According to the Troubled Company Reporter
                     on Nov. 5, 2008, the company has entered
                     into a restructuring support and forbearance
                     agreement with the holders of its
                     $125 million of corporate-level unsecured
                     subordinated notes.

                     The holders of the subordinated notes have
                     agreed to support a financial restructuring
                     of Tarragon and to refrain from exercising
                     any of their rights and remedies under the
                     terms of the subordinated notes through
                     June 30, 2009, subject to the terms and
                     conditions of the agreement.

                     As part of the financial restructuring, the
                     subordinated notes and approximately
                     $38 million of indebtedness held by an
                     affiliate of William S. Friedman, Tarragon's
                     Chairman and Chief Executive Officer, and
                     Robert P. Rothenberg, Tarragon's President,
                     would be restructured and become obligations
                     of a reorganized Tarragon or an affiliated
                     issuer.

                     The agreement also contemplates that
                     Tarragon would enter into one or more
                     definitive agreements with a sponsor of an
                     overall financial restructuring plan.

                     Under the overall plan, which may be
                     implemented through a voluntary petition for
                     Chapter 11 bankruptcy protection, the
                     sponsor of the plan and certain Tarragon
                     debtholders would receive shares of
                     reorganized Tarragon's equity representing a
                     controlling interest in the reorganized
                     company in exchange for the assumption
                     of indebtedness.

                     See: http://www.tarragoncorp.com/

Court: District of New Jersey

Judge: Donald H. Steckroth

Debtor's Counsel: Michael D. Sirota, Esq.
                  Warren A. Usatine, Esq.
                  Felice R. Yudkin, Esq.
                  Cole Schotz Meisel Forman & Leonard, P.A.
                  Court Plaza North
                  25 Main Street, P.O. Box 800
                  Hackensack, NJ 07602-0800
                  Tel: (201) 489-3000
                  Fax: (201) 489-1536
                  http://www.coleschotz.com

Claims Agent: Kurztman Carson Consultants LLC

The Debtors' financial condition as of September 30, 2008

Total Assets: $840,688,000

Total Debts: $1,035,582

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Taberna Capital Management LLC                   $125,972,840
c/o Cohen Bros. & Company
450 Park, 23rd Floor
New York, NY 10022

AJD Construction Company, LLC                    $2,897,978
948 Highway 36
Leonardo, NJ 07737

Omni Boys North Ltd. (Zipes Note)                $1,026,846
c/o Richard Zipes
112 Nurmi Drive
Fort Lauderdale, FL 33301

Sovor Associates(290 Veterans)                   $600,000
c/o Peter B. Eddy, Esq., at Williams,
Caliri, Miller & Otley, P.C.
1428 Route 23
Wayne, NJ 07470-0995

Bank of America                                  $261,235

United Healthcare Insurance Co.                  $158,073

Steelways Inc.                                   $118,125

iStar FM Loans, LLC                              $104,964

Posner Advertising                               $89,672

Mahoney Cohen & Company CPA PC                   $83,229

Winter Management Corp.                          $64,147

Tricony CFC, LLC                                 $48,051

The Crossings at Fleming Island                  $39,497
CDD

EC Enterprises Consultants, LLC                  $34,822

Devon Design, LLC                                $33,672

ESCC                                             $32,030

NANC Construction Services                       $30,138

Regions Bank                                     $24,642

K Langford Lawn Care Inc.                        $22,500

Las Olas River House Condo Ass.                  $20,528

Direct Cabinet Sales                             $20,092

Assurant Employee Benefits                       $18,409

Bank Atlantic                                    $17,426

Progress Energy Florida, Inc.                    $15,246

ComCast                                          $11,735

Christina Stilles Interiors                      $10,233

Kirst Kosmoski, Inc.                             $10,216

Lapatka Associates, Inc.                         $9,802

Mechanical Services of Central FL                $9,112

Refinish Plus Corporation                        $8,950

The petition was signed by Kathryn Mansfield, executive
vice-president and secretary.


TEASLEY PARK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Teasley Park Estates, LP
        9341 Loma Vista Drive
        Dallas, TX 75243
        Tel: (214) 340-9606

Bankruptcy Case No.: 09-40339

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

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940)387-5093
                  Email: minor.jester@verizon.net

Total Assets: $1,105,000

Total Debts: %1,150,000

The Debtor's largest unsecured creditor is Stratford Realty
Capital, for $45,000.

The petition was signed by Gaylord Hall, General Partner of the
company.


TECK COMINCO: Moody's Cuts Rating to 'Ba3' on High Debt Levels
--------------------------------------------------------------
Moody's Investors Service lowered Teck Cominco Limited's corporate
family rating and senior unsecured ratings to Ba3 (LGD4, 50%) from
Ba1, and revised the outlook to negative.  Moody's also assigned
an SGL-4 speculative grade liquidity rating, indicating weak
liquidity.

The downgrade reflects Teck's elevated debt level in sharply lower
base metals and metallurgical coal price environments, significant
scheduled term loan payments, and the October 29, 2009 maturity of
the remaining US$5.35 billion of the bridge loan.  Moody's
believes that in the current metals and metallurgical coal price
environment, Teck will produce breakeven to modestly negative free
cash flow in the last three quarters of 2009, thereby relying
entirely on asset sales and a tax refund to reduce debt.  Meeting
scheduled debt maturities will also require an extension of the
bridge facility and capital markets re-financing in challenging
markets.  While Teck has indicated that it is moving forward with
the potential sale of certain assets to alleviate its debt burden,
Moody's believes that this process may take some time to complete.
The negative outlook reflects Teck's pending principal payments
and bridge debt maturity.  This concludes the review for possible
downgrade initiated on
November 25, 2008.

The negative outlook and SGL-4 speculative grade liquidity rating
consider Teck's lack of sufficient liquidity, including free cash
flow, to cover its debt maturity, repayment obligations and
capital expenditures over the next twelve months.  The company's
bridge loan matures in October 2009 and amortization of the
US$4.0 billion Term Loan facility begins in April of 2009, with
equal quarterly payments of approximately US$363 million.
Consequently, Teck will have to source approximately
US$6.8 billion of funds at a time when credit markets are expected
to remain tight and free cash flow will be limited.  Restoration
of the outlook to stable will be dependent upon timely and
meaningful progress toward elimination of Teck's very large re-
financing commitment, including debt reduction from asset sales.

Downgrades:

Issuer: Teck Cominco Limited

  -- Probability of Default Rating, Downgraded to Ba3 from Ba1

  -- Corporate Family Rating, Downgraded to Ba3 from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     from Ba1

Assignments:

Issuer: Teck Cominco Limited

  -- Speculative Grade Liquidity Rating, Assigned SGL-4

Outlook Actions:

Issuer: Teck Cominco Limited

  -- Outlook, Changed To Negative From Rating Under Review

Moody's last rating action on Teck was to lower the rating to Ba1
and place the ratings under review for possible downgrade on
November 25, 2008.

Teck, based in Vancouver, British Colombia, has a diversified
business base with operations in zinc, copper, metallurgical coal,
gold and other investment holdings.  Revenues in 2007 were
C$6.4 billion.


TEKOIL & GAS: Gets Final OK to Use Cash Collateral; Incur Debt
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized on Jan. 16, 2009, on a final basis, Tekoil & Gas Corp.
and Tekoil and Gas Gulf Coast, LLC to (i) use the Prepetition
Lenders' Cash Collateral, and (ii) to incur postpetition secured
indebtedness up to $2,200,000.

The use of Cash Collateral and the postpetion financing shall be
used for these purposes:

   (i) to fund ongoing working capital and general corporate
       needs of the company;

  (ii) to pay, from the Carve-Out, the fees and expenses of
       professionals retained by the Debtors and the Official
       Committee of Unsecured Creditors;

(iii) to pay other bankruptcy-related charges;

  (iv) to pay to the DIP lenders all amounts due for the Fifth
       Interim Order Advance and the fees and expenses provided
       by the DIP Credit Agreement and other agreements executed
       in connection therewith; and

   (v) for such other purposes allowed under the DIP Credit
       Agreements.

As security for the obligations under the DIP Credit Documents,
the DIP lenders are granted first priority, perfected security
interests and liens in and on all postpetitton collateral,
subordinate in priority of payment only to the Carve-Out Expenses,
Objecting Party liens and Tax Liens.

As adequate protection for the use of Cash Collateral, the
prepetition lenders are granted a claim in the amount, if any, of
the diminution in value after the Gulf Coast petition date of the
prepetition collateral, having priority over any and all expenses,
except allowed claims paid under the Carve-Out, the Exterran
Administrative Claim and the Superpriority Claims of the DIP
Lenders.  Exterran asserts that it is entitled to an
administrative claim in the Debtors' bankruptcy cases for the use
of five (5) compressors pursuant to Sec. 503(b) of the Bankruptcy
Code.

In return for their consent to use cash Collateral, the
prepetition lenders are also granted valid and perfected junior
liens in all prepetition collateral and postpetition collateral,
subject to the Carve-Out Expenses, the Objecting Party Liens, Tax
Liens and the postpetition Liens.

The prepetition lenders' consent to the use of Cash Collateral
shall immediately terminate upon any Event of Default by the
Debtors under the DIP Credit Documents.

                       About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- owns interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to $50
million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).

Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11
relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405).
Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan
Foley LLP, represent Tekoil and Gas Gulf Coast as counsel.

On Oct. 1, 2008, the Court ordered the joint administration of the
Debtors' bankruptcy cases.


TEXAS SOUTHERN UNIVERSITY: Moody's Affirms 'Ba3' Rating on Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed Texas Southern University's
Ba3 debt rating which applies to $96.6 million of fixed rate
Revenue Financing System bonds.  Moody's also rates $32.2 million
of fixed rate constitutional appropriation bonds, which are rated
Aa2 based on constitutionally protected appropriations of the
State of Texas.  TSU also has $71.1 million of variable rate
demand debt issued through limited liability corporations which
Moody's views as direct debt of the University.  The tender
feature on these variable rate bonds are supported by letters of
credit and are rated by Moody's based on the credit quality of the
letter of credit banks.

The rating outlook remains developing because of unusual external
credit factors that could affect the University's credit in
opposing direction.  The principal favorable factor is state
government action, including continued expectation of strong state
funding and state-directed governance and management changes at
the University which offer prospects for future credit
improvement.  Downward credit pressure comes from concern that an
external accreditation review and an audit of federal government
student aid have not been completed and could expose the
University to further negative credit pressure if conclusions are
unfavorable.  If the University were to continue to receive strong
financial support from the State in the upcoming biennium,
particularly in light of the weakening economic environment, and
maintain its accreditation there could be positive rating
pressure.

Legal security: Revenue Financing System Bonds are secured by a
pledge of Revenue Funds, which include the revenues, incomes,
receipts, rentals, rates, charges, fees, grants, and tuition
levied or collected from any public or private source by the
University.  Government appropriations and Higher Education
Assistance Funds are excluded from pledged revenues, except as
specifically appropriated by the Legislature.  Bonds are further
secured by debt service reserve funds funded by surety bonds
provided by the respective municipal bond insurers.  In practice,
the bulk of the RFS debt is eligible for debt service
reimbursement through state appropriations that are approved each
biennium, although there is no legal pledge of this funding.

Debt-related derivative instruments: None

                             Strengths

* History of strong support for this public university in Houston
  from the State of Texas (rated Aa1), particularly during
  periods of financial difficulties.  Most recently, the
  legislature approved a supplemental appropriation of
  $13.6 million for fiscal 2007 as well as appropriations of
  $12.5 million each for fiscal years 2008 and 2009.  Receipt of
  these funds was contingent on approval of a reorganization plan
  by the Legislative Budget Board and the governor, which
  occurred on May 7, 2008.

* Debt service reimbursement from the State for approximately 90%
  of the University's outstanding revenue financing system debt.
  However, the State is not legally obligated to provide this
  funding for the tuition revenue bonds and the actual payment
  obligation is TSU's alone.

* Unique market niche within the State of Texas as a large,
  urban, historically black university, with diversified program
  offerings in the demographically vibrant city of Houston.

* Replacement of the University's governance and management team
  after significant turnover and the implementation of TSU's
  reorganization plan provide prospects for stabilization of
  credit fundamentals over time.

                           Challenges

* Moody's remains concerned about TSU's future accreditation by
  the Southern Association of Colleges and Schools.  Placed on
  probation status in December 2007 for a twelve month period and
  extended for an additional six months, SACS will review TSU's
  accreditation status following the review of audits and a
  Second Monitoring Report submitted by the institution in June
  2009.  Should the TSU lose its full accreditation, the
  enrollment and financial impact could be severe.

* Currently undergoing an audit of the University's federal
  financial aid program.  The University's mismanagement of its
  financial aid programs led to its last fiscal crisis in the
  mid-1990s, which also resulted in a state bail-out at that
  time.  More than 80% of the University's students receive
  federal financial aid, nearly 60% in the form of need-based
  Pell grants.

* Highly leveraged from both a balance sheet and operating
  perspective with unrestricted net assets to direct debt and
  operations of 0.2 times and debt to revenues of 1.2 times based
  on preliminary FY 2008.

* Prior weaknesses in the University's management have created
  legacy financial control problems that need to be corrected.
  These weaknesses contributed to significant delays in financial
  reporting the last two years-new management has provided
  preliminary information for FY 2007 and 2008 and expects final
  approval from the State's auditor by April 2009.  The accuracy
  of previously reported financial data is uncertain, with an
  external auditor, Deloitte and Touche, unable to conclude an
  audit for fiscal years 2006 and 2005.  In addition, these
  weaknesses led to failure to make timely debt service payments
  on two separate occasions within the past three years despite
  having sufficient funds on hand to do so.  New management has
  implemented additional oversight of disbursements and currently
  has two individuals authorized to approve payments.

* Sharp enrollment declines, falling from a peak of nearly 12,000
  students in fall 2005 to 9,300 in fall 2008.  Stabilizing
  student enrollment will remain a challenge in the near-term,
  especially as the University grapples with significantly
  smaller entering classes in fall 2007 and 2008 (approximately
  1,300 students compared to 2,200 in 2005).

* The University's ability to pay contingent obligations remains
  in question.  The nature of the University's obligations under
  $71 million in transactions financed through the use of limited
  liability corporations has led Moody's to classify and view
  them as direct debt obligations of TSU.  A future default on
  these transactions would likely have significant negative
  impact on Moody's view of the University's ability and
  willingness to pay on all obligations.  TSU is exploring
  options to refinance this debt, which currently carries
  potential liquidity risks associated with variable rate debt
  structures.

     History Of Strong Support From Aa1 Rated State Of Texas,
      Particularly During Periods Of Financial Difficulties

The Aa1-rated State of Texas has a history of providing strong
support for Texas Southern University during very difficult
periods.  When the University was placed on reimbursement status
for federal financial aid programs in the mid-1990s, the State
stepped in to provide supplemental funding to assist with cash
flow needs.  Most recently, the legislature allocated a
supplemental appropriation for the fiscal year 2007 of
$13.6 million and $25 million for fiscal years 2008 and 2009
($12.5 million each year).  Receipt of this funding was contingent
upon the approval of the University's reorganization plan by the
Legislative Budget Board and the Governor which was received on
May 7, 2008.  In the current legislative session, the University
is requesting additional exceptional support from the State for
the next biennium (FY 2010 and 2011), including support to offset
the revenues declines associated with decreased enrollment.  State
appropriations, including the additional appropriations mentioned,
account for nearly half of the University's operating revenue, as
calculated by Moody's.  Continued solid financial support by the
State, particularly in light of other budgetary challenges caused
by the current economic environment, would likely result in
positive rating pressure for the University barring other
significant negative credit changes.

In addition to operating appropriations, the State of Texas
provides debt service reimbursement for approximately 90% of the
University's outstanding revenue financing system debt through the
Tuition Revenue Bond program.  Under the TRB program, the debt
remains a legal obligation of the University, but the State
reimburses debt service.  This program for the State's public
higher education institutions has been in effect since the early
1970s, with the State consistently funding the full amount of debt
service even during difficult economic periods.  Moody's expects
that the State will continue to fund this debt service at the 100%
level.  The University is seeking additional TRB authorization
during the current legislative session, with the largest projects
including $46 million for library enhancement, $30 million for
deferred maintenance, $10 million for infrastructure improvements,
and $9.5 million for renovations to the Spearman Technology
Building.

Moody's maintains a Aa1 general obligation rating for the State of
Texas with a stable outlook.  The State's credit strength is
derived from an economy that outpaces the nation but is slowing, a
history of balanced budgets, and low but rising debt levels.
Risks include uncertainty regarding the long-term costs of the
property tax relief/school finance legislation, spending pressures
associated with a growing population which will increase demand
for essential services such as education, criminal justice,
transportation, water development, and environmental protection.
For more information on the State of Texas, please refer to
Moody's report dated January 30, 2009.

   Replacement Of Governance And Management Team On A Permanent
Basis, Implementation Of Reorganization Plan, And Near Completion
   Of Audited Financials Provide Prospects For Stabilization Of
                               Credit

With the appointment of a new Board of Regents in 2007 and the
hiring of a new President in February 2008, Texas Southern began
rebuilding its management team after significant turnover related
to previous financial mismanagement and poor oversight.  Under new
leadership, the University has placed significant emphasis on
reviewing and developing policies to ensure fiscal integrity and
effective operating procedures.  In February 2008, Dr. John Rudley
became the University's eleventh president, having previously
served as the Vice Chancellor for Administration and Finance for
the University of Houston System and Vice President for
Administration and Finance for the University of Houston.  In
addition to Dr. Rudley at least four other senior management
positions were filled by former members of the administration at
the University of Houston, including the Vice President for
Finance and Chief Financial Officer, Provost and Vice President
for Academic Affairs, Vice President for University Advancement,
Executive Director of Human Resources.

Management's top priority is to improve the financial condition
and controls of the University, including preparing audited
financial statements.  While audited financial statements were not
available at the time of this publication, management has provided
a draft of fiscal 2008 financial statements.  The University
expects that FY 2008 financial statements will receive approval by
the State Auditor by April 2009.  Preliminary fiscal 2008 data
present a healthier balance sheet position than previously
recorded, but still very thin relative to the University's debt
and operations.  In FY 2008, unrestricted net assets of $30.6
million covered debt (including the obligations issued through
limited liability corporations) by 0.2 times.

  Established Market Niche As A Large Public University Serving
   African-American Students In Houston; But Facing Declining
              Enrollment And Accreditation Probation

Established in 1947, Texas Southern University is a public
university and one of the largest historically black universities
in the nation.  The University has a broad programmatic array at
the undergraduate and graduate level and is favorably located in
the demographically vibrant City of Houston.  TSU is best known
for its pharmacy and law programs, both of which educate the
largest number of African Americans enrolled in such programs in
the State of Texas.

Enrollment at TSU has fallen sharply from a peak of nearly 12,000
students in fall 2005 to 9,300 in fall 2008.  Declines follow
publicity of scandals involving former members of TSU's senior
management, the placement of the University's accreditation on
probation, and recent tightening of admission standards.

Stabilizing student enrollment will remain a challenge in the
near-term, especially as the University grapples with
significantly smaller entering classes in fall 2007 and 2008
(approximately 1,300 students compared to 2,200 in 2005).  The
University has a history of fluctuations in enrollment, having
previously rebounded from a precipitous drop in enrollment
following financial aid, management, and public relations problems
in the mid-to late 1990s.  To address current enrollment concerns,
management reports that the University has hired a Vice President
for Marketing and Public Relations who will assist with the
creation of a marketing plan and enrollment management plan
focused on both recruitment and retention.

In Fall 2008, two events negatively impacted TSU's enrollment: the
implementation of increased academic admissions standards and
Hurricane Ike.  While classes were suspended for less than two
weeks, nearly 100 students did not return to campus for the fall
semester.  The University sustained approximately $30 million in
damage from wind, flooding, and debris removal.  In fall 2008, TSU
required entering students to have graduated in the top 25% of
their high school class and have a minimum of a 2.0 G.P.A. In fall
2009, the additional requirements of a minimum ACT score between
17 and 19 and or a combined SAT score between 820 and 850 (out of
1600).  While increasing admissions standards may negatively
impact the University in the near-term, management expects that
higher standards will result in improved retention rates
(currently around 60%) and significantly increase its low
graduation rate, with only 12% of the TSU students earning a
degree within six years compared to an average of 54% for four-
year public higher education institutions in Texas.

The University operates in a competitive Houston higher education
market, with TSU competing for students with community colleges
and low-cost public four-year institutions.  Students from the
Houston metropolitan area represent the majority of enrollment,
approximately 60% based on fall 2008 enrollment.  Houston (general
obligation debt rated Aa3 with a positive outlook) is the nation's
fourth largest city with a population of over
two million.  In order to attract new students, TSU plans to
invest more in facilities and academics, with a plan to create an
Urban Academic Village.  Management reports a plan to create more
of a residential campus, requiring all freshmen to live on campus.
Moody's will continue to monitor these plans and any additional
borrowing that could further leverage the University's balance
sheet and operations.  Demonstrated ability of the University to
stabilize enrollment would be viewed as a positive credit factor.

In December 2008, the Commission on Colleges of the Southern
Association of Colleges and Schools, the regional accrediting body
for overall school and college effectiveness in the southern
states and Latin America, continued Texas Southern University on
probation for an additional six months.  The University was
originally placed on probation in December 2007.  SACS is
currently reviewing the TSU's financial accountability and
leadership, an action frequently taken in cases where financial
viability, management, and governance are in question.  The
Commission will again consider the accreditation status of Texas
Southern University following review of audits and a Second
Monitoring Report submitted by the institution addressing the
areas cited for non-compliance.  At that time, the Commission will
have the option to remove probation (with or without additional
monitoring), continue probation for an additional six months, or
remove the institution's accreditation.  Should the University
lose its full accreditation, the enrollment and financial impact
could be severe, especially since without accreditation students
would not be eligible for federal financial aid.  Currently, more
than 80% of TSU's students receive federal financial aid, nearly
60% in the form of need-based federal Pell grants.  TSU's current
accreditation from SACS extends through 2011, with the process for
renewal of its 10-year accreditation to begin in 2009.

    Tsu's Ability And Willingness To Pay Related And Contingent
                  Liabilities Remain In Question

Moody's classifies $71.1 million of variable rate demand debt
issued through limited liability corporations as direct debt
obligations of TSU, with bond repayment ultimately secured by
payment from the University.  Therefore, defaults on these
transactions have a significant negative impact on Moody's view of
the University's ability and willingness to pay on all
obligations.  TSU is exploring options to refinance this debt,
which currently carries potential liquidity risks associated with
variable rate debt structures.

In 2004, the University financed the construction of two garages
containing about 1,000 parking spaces each through the use of a
limited liability corporation, Central Houston Parking, LLC.
Central Houston Parking issued $35.3 million of variable rate
bonds with a tender feature supported by a letter of credit
provided by BNP Paribas (expires November 30, 2009).  Under the
terms of the letter of credit reimbursement agreement, events of
default include violations of financial covenants that require CHP
to maintain a Debt Service Coverage Ratio of 1.25 times; a
reporting requirement for the University to provide financial
statements prepared by the State Auditor within 180 days after the
close of the fiscal year; and a rating trigger if the University's
rating falls below Baa1, as well as many others.  Following an
event of default, BNP Paribas could choose to require that any
outstanding obligations due to the bank be immediately due and
payable.  Payment is ultimately secured by a mandatory student fee
that the University agreed to levy and transfer to the bond
trustee under a Transportation Agreement.  The student fee
(shuttle fee) was never levied.  In March 2007, Integrity Parking
Systems suspended shuttle service and closed a parking garage IPS
built and managed for TSU because the University reportedly owes
IPS a payment of $1.7 million.  Management reports that the
interest expense on the bonds is being paid from the debt service
reserve fund, with a balance of $953,472 which is sufficient to
cover the $320,000 debt service payment scheduled for May 2009.

Similarly, TSU utilized LLC structures to finance student housing
projects in 2000 and 2003.  The City of Houston Higher Education
Finance Corporation issued $35.7 million of variable rate bonds
with a tender feature secured by letters of credit.  The Series
2000A bonds financed the construction of two buildings providing
more than 300 beds of apartment style living, known as the
University Courtyard Project.  The Series 2000A bonds are
supported by a letter of credit provided by Wachovia Bank, N.A.
which expires on January 5, 2010.  At the time of this report
additional details about this debt issuance were not available.

The Series 2003A & 2003B bonds financed Tierwester Oaks which was
to provide 400 beds and Richfield Manor which was to provide 100
beds.  The Series 2003 bonds are supported by a letter of credit
provided by Bank of New York Mellon which expires March 5, 2009.
Management reports that they expect to receive a one-year
extension to the current letter of credit.  Under the terms of the
Bank of New York letter of credit reimbursement agreement, events
of default include violations of covenants including a reporting
requirement for the University to provide financial statements
prepared by the State Auditor within 180 days after the close of
the fiscal year and a Debt Service Coverage Ratio of 1.15 times
measured quarterly which increases to 1.2 times after five years
of the project having been at least 95% occupied for 90
consecutive days and the Borrower has maintained a Debt Service
Coverage Ratio of at least 1.0 time for 90 consecutive days, as
well as many others.  Following an event of default, the bank
could choose to require that any outstanding obligations to be
immediately due and payable.  Under an Occupancy Agreement, the
University agreed to lease vacant rental units in order to achieve
break-even occupancy of 95%.  In July 2007, the University closed
Richfield Manor before the completion of the renovation due to
structural and asbestos problems.  The University has been
subsidizing these projects, providing at least $1.4 million
annually.

In addition to these obligations, Texas Southern faces various
lawsuits that could require payments including a disputed energy
conservation contract entered into the 1990s remain.  The lawsuit
was originally disclosed in FY 2004 and the contract was valued at
$11.1 million.  TSU also is disputing a claim by the U.S.
Department of Education for a remaining liability of
$11.3 million, which dates back to the early 1990's and the
University's mismanagement of federal financial aid.

                             Outlook

The developing rating outlook reflects two opposing factors:
first, Moody's belief that state funding and the University's
reorganization offer good prospects for future improvement; and
second, Moody's concern that an accreditation review and federal
financial aid audit are ongoing, thereby exposing the University
to further negative credit pressure if the accreditation and audit
conclusions are unfavorable.  If the University were to continue
to receive strong financial support from the State in the upcoming
biennium, maintain its accreditation, and stabilize enrollment,
there could be positive rating pressure.

                 What could change the rating -- UP

Maintenance of federal financial aid reimbursement status and
accreditation by the Southern Association of Colleges and Schools;
continued strong fiscal support by the state with improved
oversight for the University, and an ability to demonstrate
stabilized enrollment and revenues in support of debt service.

                What could change the rating -- DOWN

Loss of accreditation by the Southern Association of Colleges and
Schools; continued enrollment declines leading to weak debt
service coverage from pledged revenues; failure by the State to
continue to provide the necessary level of financial support and
oversight to enable the University to recover from its latest
crisis.

                    Ten Year Rating History

  * February 2009: Rating affirmed at Ba3; rating outlook remains
    developing

  * October 2007: Rating confirmed at Ba3, rating outlook changed
    to developing from negative

  * July 2007: Rating downgraded to Ba3 from Baa3, remains on
    watchlist for downgrade

  * April 2007: Rating downgraded to Baa3 from A3, remains on
    watchlist for downgrade

  * February 2007: Constitutional Appropriation Bonds downgraded
    to Aa2 from Aa1

  * January 2007: Rating placed on watchlist for downgrade

  * June 2006: Negative outlook placed on rating at A3 level

  * March 2004: Rating upgraded to A3 from Baa1

  * May 2003: Rating outlook changed to positive at the Baa1
    level

  * March 2002: Rating upgraded to Baa1 from Baa3

  * March 1998: Baa3 rating assigned to Series 1998 Bonds

                           Key Indicators
(Preliminary FY 2008 financial data and fall 2008 enrollment data)

  * Figures in parentheses include a pro-forma 20% reduction to
    financial resources as of 8/31/2008

  * Fall Enrollment: 8, 779 full-time equivalent students (9,320
    headcount)

  * Total Direct Debt: $96.6 million of Revenue Financing System,
    $32.2 million Constitutional Appropriation Bonds,
    $71.1 million of variable rate demand debt issued through
    limited liability corporations

  * Unrestricted Financial Resources: $30.6 million

  * Unrestricted Financial Resources to Direct Debt: 0.2 times

  * Unrestricted Financial Resources to Operations: 0.2 times

  * Reliance on State Funding: 45.5%

  * State of Texas Rating: Aa1, Stable

                            Rated Debt

  * Revenue Financing System Bonds:

  * Series 1998 A-1, Series 2002: Ba3, MBIA insured (MBIA's
    current financial strength rating is Baa1 with a developing
    outlook)

  * Series 1998 A-2 and B, Series 2004: Ba3, Ambac insured
    (Ambac's current financial strength rating is Baa1 with a
    developing outlook)

  * Series 2003: Ba3, FGIC insured (FGIC's current financial
    strength rating is Caa1 with a negative outlook)

  * Constitutional Appropriation Bonds:

  * Series 2004 and 2005: Aa2 (based on an appropriation in the
    Texas state constitution)

Affiliated Debt:

  * City of Houston Higher Education Finance Corporation
    (University Courtyard Project) Variable Rate Demand Housing
    Revenue Bonds, Series 2000A: Aa1/VMIG1 based on a Letter of
    Credit provided by Wachovia Bank, N.A. (expires January 5,
    2010)

  * City of Houston Higher Education Finance Corporation
    (Tierwester Oaks and Richfield Manor Projects) Variable Rate
    Demand Housing Revenue Bonds, Series 2003A & 2003C: Aaa/VMIG1
    based on a Letter of Credit provided by Bank of New York
    Mellon (expires March 5, 2009)

  * Crawford Education Facilities Corporation (University Parking
    System Project) Series 2004A & 2004B: Aa1/VMIG1 based on a
    Letter of Credit provided by BNP Paribas (expires
    November 30, 2009)


THOMAS MURPHY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Thomas Lee Murphy
        aka Tom Murphy
        dba Murphy Farms

        Julie Kay Murphy
        dba Murphy Farms
        48097 201st St.
        White, SD 57276

Bankruptcy Case No.: 09-40047

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Curt R. Ewinger, Esq.
                  PO Box 96
                  Aberdeen, SD 57402-0096
                  Tel: (605) 225-9594
                  Email: rer@ewingerlaw.com

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

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

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

            http://bankrupt.com/misc/sdb09-40047.pdf

The petition was signed by Thomas Lee Murphy and Julie Kay Murphy.


TRONOX INC: Court Approves Revised $100 Million Loan
----------------------------------------------------
Judge Allan S. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York Tronox Inc., has approved, on a
final basis, Tronox Inc.'s $100 million secured revolving credit
facility provided by Credit Suisse Securities (USA) LLC and some
lenders who already granted loans pre-bankruptcy.

A copy of the Final DIP Order is available for free at:

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

According to Bloomberg's Bill Rochelle, the terms of the loan were
revised in response to objections by the U.S. Attorney who was
aiming to protect the government's claims for environmental
damage.

The United States government disputes certain provisions in Tronox
Inc. and its affiliates' agreement to incur up to $125,000,000 in
postpetition secured financing.  The government objects to the
various provisions granting liens or superpriority administrative
claims against the proceeds of avoidance actions, particularly
with respect to any action concerning fraudulent transfers as to
the debtors to the U.S. Government.

The Government told the U.S. Bankruptcy Court for the Southern
District of New York that it expects unsecured claims in the
Debtors' bankruptcy cases to be paid largely from the proceeds of
fraudulent conveyance actions, and the Government says it is far
and away the largest unsecured creditor of the Debtors.

The Court has authorized the Debtors to borrow, on an interim
basis, $100,000,000 of the $125,000,000 committed by the DIP
Lenders.

Matthew L. Schwartz, Esq., Assistant U.S. Attorney for the
Southern District of New York, said the Government is actively
litigating an environmental enforcement action against the Debtors
before the U.S. District Court for the Southern District of
Georgia concerning environmental liabilities caused by the
production of titanium dioxide and gypsum at their facility
located at One Kerr-McGee Road, in Savannah, Georgia.

Mr. Schwartz said the Government is preparing to file its claim in
the Debtors' cases, which, "by all calculations . . . will exceed
the aggregate claims of the Debtors' 30 largest unsecured
creditors combined."

The Debtors' and DIP Lenders' effort to prime unsecured claims on
the proceeds of avoidance actions is problematic especially with
respect to fraudulent transfers, including a possible fraudulent
action stemming from Tronox, Inc.'s spin off from its former
parent, Kerr-McGee Corporation.

Mr. Schwartz said many, if not all, of the most valuable
fraudulent conveyances were made with the specific intent of
avoiding environmental liabilities to the Government.  He pointed
out that the Federal Debt Collection Procedures Act provides the
Government with a constructive trust or equitable lien when a
debtor transfers property specifically to avoid a debt to the
Government.  Accordingly, he said the Government has "enhanced
rights" with respect to "the corporate maneuvering that resulted
in all of Kerr-McGee's environmental liabilities being parked in
what became the Debtors."

Because the DIP Lenders seek to encumber the proceeds of
Avoidance Actions that must be prosecuted for the benefit of the
General Unsecured Creditors, the Debtors must demonstrate that the
General Unsecured Creditors benefit from the financing
arrangements," the Government argued.

In this regard, the Government asked the Court to state in any
order, if any, permitting the Lenders' superpriority claims that
the Order or the DIP Documents providing for liens, replacement
liens, or superpriority claims will not apply to actions brought
under the Federal Debt Collection Procedures Act or the proceeds
of the avoidance actions.

Additionally, the Government complains that the DIP Motion could
be read to limit the Debtors' ability to use cash collateral to
meet their obligations in performing environmental remediation
and nuclear decommissioning work at various sites, as imposed
under the regulatory powers of the Government.  Hence, the
Government wants the ambiguity of the language clarified.

Moreover, the Government said the Debtors should not discharge,
release, or otherwise preclude the Government's valid right of
setoff or recoupment.

                Other Objections to Lien Provisions

In a separate filing, U.S. Filter Operating Services, Inc., now
known as Veolia Water North America, said the DIP Motion should
not be approved on a final basis to the extent that it seeks to
prime any Liens that Veolia Water may have, without providing
adequate protection to Veolia Water as required by Section
364(d)(1) of the Bankruptcy Code.

According to Dale E. Barney, Esq., at Gibbons P.C., in New York,
Veolia Water may hold one or more validly existing, properly
perfected -- or still capable of perfection pursuant to Section
546(b) -- mechanics', materialmen's, constitutional or statutory
liens in or to the real and personal property at the Debtors'
Henderson, Nevada, facility.

Veolia Water's Liens arise from a prepetition engineering,
procurement, and construction agreement, and a prepetition
operation and maintenance agreement it entered into with the
Debtors in June 2003.

Mr. Barney said Veolia Water is deemed to secure the Debtors'
payment obligations under the Agreements, pursuant to the Nevada
Statutory Lien Law.  Veolia Water is still reviewing the
Agreements, the Nevada Statutory Lien Law and applicable non-
bankruptcy law to determine whether it holds one or more valid and
enforceable Liens, Mr. Barney noted.

Veolia Water asked the Court to allow it to complete its review of
its rights under the Agreements and the Nevada Statutory Lien Law.
Veolia Water also reserves its rights to supplement or amend its
Objection.

A group of taxing authorities in Texas asserts that each of them
is a fully secured ad valorem tax creditor in the Debtors'
bankruptcy cases holding prior perfected liens against the
properties of the Debtors' estates.  The Taxing Authorities
maintain that their claims are secured pursuant to Sections 32.01
and 32.07 of the Texas Property Tax Code.

The Taxing Authorities argue that the Bankruptcy Court should not
grant the Debtors' DIP Motion absent an assurance that the Liens
are not harmed and are otherwise adequately protected, pursuant
to Section 364(d).

The Taxing Authorities, however, withdrew their objection stating
that they "no longer feel it is necessary to pursue the objection
based on discussion and resolution of their concerns with
Debtors' counsel."

The Taxing Authorities are:

  * Buena Vista ISD,
  * Caldwell CAD,
  * Cameron County,
  * Cayuga ISD,
  * Charlotte ISD,
  * Cherokee CAD,
  * Clay CAD,
  * Crane County,
  * Dallas County,
  * Dewitt County,
  * Ector CAD,
  * City of Edinburg,
  * Edinburg CISD,
  * Elysian Fields ISD,
  * Freer ISD,
  * Greenwood ISD,
  * Gregg County,
  * Jack County,
  * Lavaca County,
  * Lavaca County CAD,
  * Lee County,
  * Limestone County,
  * City of McAllen,
  * McAllen ISD,
  * City of Memphis, Tennessee,
  * Raines County,
  * Refugio County,
  * Rio Grande City CISD,
  * Rusk County,
  * San Isidro ISD,
  * Smith County,
  * South Texas College,
  * South Texas ISD,
  * Starr County,
  * Upshur County,
  * Ward County,
  * Willacy County,
  * Wink-Loving ISD, and
  * Zavala CAD.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: PPG Industries Seeks to Set Off $340,000 Debt
---------------------------------------------------------
In November 2006, Tronox Inc. and PPG Industries, Inc., entered
into the PPG-Tronox LLC Chlorine Sales Agreement, which required
PPG to manufacture and sell, and Tronox to project its
requirements for and purchase, membrane-grade and diaphragm-grade
chlorine, for an initial term of 37 months from December 1, 2006,
to December 31, 2009.  The parties agreed to extend the term of
the Chlorine Sales Agreement to December 31, 2012.

In April 2008, the Debtors and PPG Industries entered into a
Sodium Silicate Sales Agreement that required PPG to manufacture
or produce, and sell to Tronox, and required Tronox to project its
requirements for and to purchase from PPG, liquid sodium silicate,
for an initial term of 17 months beginning on August 1, 2007, to
December 31, 2008, subject to automatic calendar year renewals.

Pursuant to the Agreements, PPG sold chlorine and sodium silicate
to Tronox totaling $213,912 -- which the Debtors failed to pay as
of the Petition Date.  PPG has filed a claim to recover the Goods
from the Debtors, or else have a priority administrative claim
for the Goods delivered during the 20 days preceding the Petition
Date in the amount of $181,113.

PPG and the Debtors have also entered into a contract or series
of blanket purchase orders pursuant to which the Debtors sold to
PPG certain titanium dioxide pigments.  As of the Petition Date,
the outstanding amounts with respect to the Sales aggregate
$172,470.

In addition, PPG may be obligated to refund various rebates and
customer incentives to the Debtors pursuant to the Chlorine Sales
Agreement and Silicate Sales Agreement for $167,792.

The Debtors also owe PPG substantial rebates for PPG's
prepetition Pigment purchases in the amount of $1.6 million.

John J. Winter, Esq., at Chartwell Law Offices, LLP, in
Eagerville, Pennsylvania, tells the U.S. Bankruptcy Court for the
Southern District of New York that PPG is a critical vendor, to
the extent that its ability to timely ship chlorine and sodium
silicate in the quantities and grade required by the Debtors is
critical to the Debtors' ability to service its own customers.
Interrupted or ceased shipments of the goods by PPG "would
severely disrupt the Debtors' business," Mr. Winter says.

Because PPG has not been timely paid for a significant amount of
chlorine and sodium silicate shipped to the Debtors prior to the
Petition Date, PPG runs a significant risk of extending "open-
ended credit" to the Debtors beyond their ultimate ability to pay
for the postpetition shipments, in full, as an administrative
expense, Mr. Winter says.

Mr. Winter avers that under the law of the Commonwealth of
Pennsylvania, PPG is entitled to setoff or recoup the amounts it
owes to the Debtors pursuant to the Pigment Invoices and for
Chlorine/Silicate Rebates, against the amounts due and owing by
the Debtors to PPG under the Chlorine/Silicate Invoices and
Pigment Rebates.

Accordingly, PPG asks the Court to lift the automatic stay to
permit it to set off the amounts owed by it to Tronox LLC against
the amounts due and owing to it by Tronox LLC under their Pigment
and the Chlorine/Silicate Agreements.

The Court will convene a hearing to consider PPG's request on
February 18, 2009.  Objections, if any, must be filed by
February 13.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: 3 Suppliers Seek to Recover $598,000 in Deliveries
--------------------------------------------------------------
Three suppliers of Tronox Inc. and its affiliates assert, in
separate filings, that they are entitled to the reclamation of
goods sold and delivered to the Debtors within the 20 days
preceding the Petition Date, totaling $598,177:

                                Goods Sold
   Claimant                     and Delivered           Value
   --------                     -------------           --------
Oxbow Carbon & Minerals LLC    calcined petroleum      $254,307
                                coke

PPG Industries, Inc.           chlorine and liquid      213,912
                                sodium silicate

K.A. Steel Chemicals, Inc.     sodium hydroxide and     129,958
                                caustic membrane

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: K. Green & G. Pittman Step Down as Officers
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated January 23, 2009, Tronox Incorporated disclosed that
effective January 23, 2009:

  * Kelly Green resigned as vice president of the Company's
    Quality and Continuous Improvement;

  * the position of Vice President of Special Projects has been
    eliminated and Gary L. Pittman is no longer with the
    Company.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Court Approves Butera Employment Deal
--------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized Tropicana Entertainment LLC and its affiliates
to enter into an agreement with Scott C. Butera, as amended, under
which Mr. Butera will continue to serve as their president and
chief executive officer.

Objections to the Debtors' request not otherwise resolved or
withdrawn are deemed overruled.

The Court also authorized the Debtors' Board of Managers to award
and pay Mr. Butera an annual bonus for calendar year 2008 as the
Debtors' president and chief executive officer.

Mr. Butera joined Tropicana as the company's president on
March 19, 2008.  He was promoted to serve as chief executive
officer on June 29, 2008.

As the Debtors' President and CEO, Mr. Butera oversees all
aspects of the Debtors' business operations and reports directly
and exclusively to the board of managers of Debtor Tropicana
Entertainment Holdings, LLC.

L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said in November that the Board and Mr.
Butera have engaged in good-faith, arm's-length negotiations for
the terms of the New Butera Agreement, which will replace the
less-comprehensive employment agreement executed by Mr. Butera
when he first joined the Debtors as president.  She said the
Debtors' entry into the Butera Agreement is within the ordinary
course of business and therefore, does not require approval by the
Court.  If their entry into the Butera Agreement falls outside the
ordinary course of business, however, she said the Debtors' entry
into the Agreement is a sound exercise of their business judgment.

The salient terms of the modified Butera Agreement:

  (a) The Butera Agreement is effective as of January 1, 2009,
      with a two-year term, provided that the Agreement
      automatically renews at the end of the initial term for
      successive 12-month terms, unless terminated by notice.

  (b) Mr. Butera's base salary is $1,100,000 per year, subject
      to increase at the Board's discretion.

  (c) Mr. Butera is eligible to receive an annual cash
      performance bonus of between 50% and 150% of his Base
      Salary if, and to the extent, that he remains employed and
      certain performance objectives are achieved.  The
      Performance Objectives are to be determined by the Board
      or a committee, at its sole discretion.

      The annual bonus to be paid to Mr. Butera for the calendar
      year 2008 will be in the range of between 50% and 150% of
      his annual Base Salary as determined by the Board in its
      sole discretion, and will be consistent with Mr. Butera's
      prior employment agreement dated March 19, 2008.  The
      Board currently intends to award and pay this bonus by
      March 1, 2009.

  (d) Mr. Butera is eligible for a success fee targeted to be
      between $750,000 and $1,500,000, at the Board's
      discretion.

  (e) Mr. Butera is eligible to participate in the general
      employee benefits programs available to other senior
      executives.

  (f) The Debtors will indemnify Mr. Butera to the fullest
      extent permitted by law.  Mr. Butera will be covered by
      the Debtors' standard indemnification agreement and by any
      director and officer's liability insurance policy
      maintained by the Debtors.

              U.S. Trustee & Committee Respond

Both the United States Trustee and the Official Committee of
Unsecured Creditors have told the Court that the Debtors failed to
demonstrate that certain payments to Mr. Butera satisfy the
standards set forth under Section 503(c) of the Bankruptcy Code.

On behalf of the Creditors Committee, Thomas F. Driscoll III,
Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington,
Delaware, said the Debtors must prove to the Court that the
proposed Butera Agreement, including the compensation package
embedded within the Agreement, satisfies the strict requirements
enacted by Congress as part of the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005 with respect to executive
compensation.

"Rather than 'reward value creation' as asserted by the Debtors,
the proposed compensation structure does nothing more than reward
a quick exit from bankruptcy," Mr. Driscoll argued.

Richard L. Schepacarter, Esq., on behalf of Acting U.S. Trustee
Roberta A. Deangelis, said that, because no measurable benchmarks
are set forth in the Butera Agreement Motion, it is impossible
for the Court to find that the proposed bonus payments in the
Butera Agreement are justified by the facts and circumstances of
the Debtors' Chapter 11 cases.

The U.S. Trustee and the Creditors Committee also argued that the
Debtors failed to demonstrate that the transaction is within the
ordinary course of business.

The Creditors Committee said that awarding several million dollars
in executive compensation would be inappropriate, given the
current market conditions and the prospect of de minimis
recoveries to general unsecured creditors in the Debtors' Chapter
11 cases.

                         Debtors React

In response to the objections, the Debtors said Mr. Butera has
worked tirelessly to address their business and operational needs
as well as their restructuring needs.

Mr. Butera has guided the Debtors' successful efforts to reverse
the detrimental effects of the prior management's relations with
labor and resolve long-standing labor disputes; and led the
Debtors' ongoing efforts regarding the Debtors' Evansville,
Indiana assets, among other things, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, said.

Mr. Kaufman related that three independent members of the Debtors'
board of managers, with the assistance of the Debtors' advisors,
compiled data on executive compensation packages offered by
comparable companies and determined the appropriate "market" for
executive compensation for Mr. Butera.  Based on that review, the
Board negotiated a reasonable compensation package with Mr. Butera
consistent with the market, Mr. Butera's role with the Debtors,
and the Debtors' expectations with respect to his future
performance during these Chapter 11 cases.

                 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 and its affliates filed for Chapter 11
protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856).
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)


TROPICANA ENTERTAINMENT: Hires Anderson for Brand Makeover
----------------------------------------------------------
Tropicana Entertainment, LLC, plans to elevate its service and
value standards as part of a global repositioning of its legendary
brand.  The company has retained branding expert Hornall Anderson
of Seattle to help define and deliver a customer experience that
appeals to cost sensitive, value conscious customers.

"We've had a unique opportunity to analyze the gaming, hospitality
and entertainment markets," said Riad Shalaby, Tropicana's
recently appointed Chief Marketing Officer, "and it is clear that
as people begin digging their way out of the recession, customer
service and value are going to be increasingly important in our
category.

"So, our brand revitalization effort will concentrate on
delivering value-centered experiences that distinguish our
properties," he said.  "We have a great tradition to build on,
which is to say that we intend to take the lessons of our past
into our future.  We'll listen to what our constituents tell us
and create the kind of entertainment experiences that they value.

"We continue to make sizable investments in our business," he
said.  "Our people are the first priority.  With the labor
stability the company has achieved in the last six months, we can
put time and money into education and training, our facilities,
and our e-commerce channel. As important, we expect to develop a
more attractive set of entertainment, gaming and retail options
for our customers.

As an ally in the effort, Hornall Anderson brings its experience
with top retail brands like Madison Square Garden, The Space
Needle, Starbucks, Jamba Juice, Nordstrom, Holland America, and
T-Mobile.  The company is known for helping companies invent
category defining approaches to consumer business by integrating
design and experience as a way of sparking brand preference and
customer retention.

According to Mr. Shalaby, the initial phases of the project will
focus on winning back customers.  "The strongest asset we possess
is our people," Mr. Shalaby said.  "We want our customers to
expect more from us, because we expect a lot more from ourselves.
It's about the creation of branded entertainment experiences
where quality, price and service satisfaction intersect to create
loyal, repeat customers."

Tropicana's brand repositioning emanates from the vision of a new
management team led by CEO Scott C. Butera.  A group of seasoned
gaming and hospitality executives, they are working to establish
Tropicana as a brand that can maximize value for its stakeholders
by serving an emergent post-recession consumer segment.

                 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 and its affliates filed for Chapter 11
protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856).
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)


TROPICANA ENTERTAINMENT: Conservator to Auction Casino on Feb. 20
-----------------------------------------------------------------
The New Jersey Casino Control Commission 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, according to the
Associated Press.  This is the fifth time the NJ 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 related
in a separate report.

Justice Stein is now seeking another extension of the sale of the
casino for another 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 Cordish is "still actively engaged
in the talks," PAC cited.  "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
correspondence, PAC reported.

The NJ Commission will decide on the issue during a meeting set
for February 18, 2009.  Justice Stein also stated that he "would
file for bankruptcy 'as soon as practical' following that
meeting," PAC said.

Justice Stein 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," the AP quoted
Justice Stein as saying.

Gil Brooks, representing Tropicana creditors holding a
$1,300,000,000 mortgage on the property, contended that Cordish's
new offer "has come down too far," and stated that "[i]t has
become unacceptable for my clients," the AP reported.

Kris Hansen, counsel for the 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," the AP added.

The AP also noted 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," the AP quoted Casino
President Mark Giannantonio as saying.

          Slot Machine Technicians Threaten to Walk Out

Slot machine technicians at The Tropicana Casino and Resort have
authorized a strike by about 23 technicians who maintain and
repair slot machines, the main moneymakers of Atlantic City's 11
casinos, the Associated Press said in a separate report.  No date
has been set for the walkout.  The AP noted that the move was the
first strike by gambling equipment technicians in nearly 30
years.

The 23 employees, who are represented by the United Auto Workers,
are protesting the lack of contract after more than a year of
negotiations with Tropicana, according to the AP.

As previously reported, Tropicana has been considering laying off
employees and increasing health care costs.  Scott Montani, union
negotiator, said that "a lot" of workers are "angry and
frustrated" and that "dealers and other casino workers
represented by the union are considering taking a strike vote, as
well."  The UAW's concerns include wages, job security, and
medical benefits, according to PAC.

"Tropicana has and will continue to bargain in good faith with
the (United Auto Workers). . . . It is unfortunate that the UAW
would suggest a work stoppage to their members during a downturn
in the economy," Tropicana President and COO Mark Giannantonio
said in a statement, according to PAC.

PAC noted that according to the National Labor Relations Act,
employers have the right to replace workers who go on strike, but
are not permitted to terminate them.  Employees who strike for
economic gain could be permanently replaced; however, those who
strike because of unfair labor practice charges would be allowed
to return to their jobs when the strike ends.  The Tropicana slot
technicians fall into the latter category.

                     UAW Files Suit Before NLRB

On January 22, 2009, the United Auto Workers union announced that
casino workers at Tropicana have filed unfair labor practice
charges with the National Labor Relations Board against the
temporary management of the casino.  In violation of federal labor
law, the casino's temporary managers have announced substantial
increases to employee health care costs before negotiating with
the union.

The proposed changes include a 50% increase in premiums and
diminished benefit levels.  For dealers with families, the
increased premiums will cost at least an additional $1,300 per
year.

"I am concerned that many dealers will think twice before
purchasing health care for themselves or their families, leaving
them vulnerable for the costs of a catastrophic illness," said
Ernestine Dawkins, a dealer representing UAW workers.

"The purpose of negotiations is to figure out what is fair,
but both sides have to play by the rules and management can't act
unilaterally," said Joe Ashton, director of UAW Region 9, which
includes New Jersey, Pennsylvania and western New York.

Federal labor law prevents an employer from making unilateral
changes to terms and conditions of employment once workers have
elected to form a union.  Full- and part-time dealers, dual-rate
workers and simulcast workers at Tropicana voted to become part of
the UAW in August 2007.  Slot techs at Tropicana voted in their
union in September 2007.

In addition to the unilateral changes in health care, layoffs of
dealers and slot techs have been announced.  "Workers are very
concerned with the loss of their jobs and those of their
co-workers," said Al Welenc, a dealer and a UAW bargaining team
member.  "This is difficult to swallow in view of the compensation
and benefits that are being paid to those running the casino."

Former New Jersey Supreme Court Justice Gary Stein, who is
appointed as the conservator of the casino, is being compensated
at a rate of $650 per hour plus expenses.

"No rational basis has been provided for proposed layoffs," said
Mr. Ashton.  "For example, the layoff of the slot technicians,
despite their continued consistent workload, is irresponsible,
while no significant cost savings has been demonstrated by the
layoff of dealers."  "This is another example of why we need the
Employee Free Choice Act (EFCA) passed as soon as possible," said
UAW Secretary-Treasurer Elizabeth Bunn, who directs the union's
Technical, Office and Professional Department.  "Tropicana workers
voted in their union by an overwhelming majority, but over 15
months have passed with no agreement.  Instead of negotiating
fairly, management has chosen to ignore current labor law, which
has little consequence for employers."

The EFCA, which is supported by President Obama and a majority of
both houses of Congress, allows workers to seek arbitration for
first contracts if an agreement cannot be reached within four
months after they elect to form a union and begin bargaining with
their employer.

Including workers at Tropicana, six groups of workers at four
Atlantic City casinos voted in favor of UAW representation
in 2007, in addition to workers at Casino Aztar in Evansville,
Ind., and Foxwoods Resort Casino in Ledyard, Connecticut.

The UAW is one of the nation's most diverse labor unions with more
than one million active and retired members, including 8,800
casino workers in Connecticut, Indiana, Michigan, New Jersey and
Rhode Island.

                 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 and its affliates filed for Chapter 11
protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856).
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)


UNIFI INC: Posts $9.1 Million Net Loss for Quarter Ended Dec. 28
----------------------------------------------------------------
Unifi, Inc. (NYSE:UFI) released on February 5, 2009, preliminary
operating results for its second fiscal quarter ended
December 28, 2008.

Net sales for the current quarter were $125.7 million, which
represents a $57.7 million decrease from net sales of
$183.4 million for the prior year December quarter.  Net sales
were negatively impacted by the reduced demand for the Company's
products caused by sharp declines in consumer spending and
compounded by the related effect of excess inventory across the
respective supply chains.  In addition, the prior year quarter
contained approximately $7 million of sales from its commodity POY
facility in Kinston N.C., which ceased operations during that
quarter.

For the December quarter, loss from continuing operations before
taxes was $8.7 million and net loss was $9.1 million or $0.15 per
share, which compares to a loss from continuing operations before
taxes of $13.6 million and a net loss of $7.7 million or $0.13 per
share in the prior December quarter.  The prior year quarter
included the negative impact of $6.3 million in restructuring and
severance charges and $2.2 million of impairment charges.  The
decrease in current quarter results was predominately driven by
the decreased demand and higher priced raw material purchased from
the first fiscal quarter working its way through the Company's
inventory.

"Retail sales in our primary end-use segments: apparel, home
furnishings and automotive, were all down dramatically in the
quarter, resulting in a significant buildup of inventory
throughout the supply chain," said Ron Smith, Chief Financial
Officer for Unifi.  "In response, brands and retailers cancelled
orders and fabric mills curtailed production suddenly during the
fourth quarter, which dramatically reduced demand for our
products.  Based on current retail sales estimates, we expect it
to take an additional four to six months for this built-up
inventory to completely work through the supply chain.
Accordingly, we anticipate continued pressure on our sales
throughout the second half of the fiscal year.  We do, however,
expect conversion margins and cost to improve during the second
half of the fiscal year, and we anticipate continued strength in
our sales to the CAFTA region as more apparel production is
shifted there from Asia to reduce the overall sourcing cycle."

Net loss for the first half of fiscal 2009 was $9.7 million or
$0.16 per share compared to a net loss of $16.9 million or $0.28
per share for the same prior year period.  Net sales for the first
half of fiscal 2009 were $294.7 million compared to net sales of
$353.9 million for the prior year period, which included
approximately $19 million of sales from the company's now closed
Kinston N.C. facility.

Cash-on-hand at the end of the December 2008 quarter was
$12.6 million, a decrease of $7.8 million from the cash-on-hand at
the end of the September 2008 quarter, as $6.8 million in proceeds
from asset sales were offset by working capital uses, the semi-
annual note interest payment and the currency effect on cash in
Brazil.  Total cash and cash equivalents at the end of December,
including restricted cash, were $32.4 million compared to $47.7
million at the end of September.  At the end of December, long-
term debt was reduced to $193.7 million from $196.5 million as of
the end of September.

Bill Jasper, President and CEO of Unifi, said, "We are confident
that the Company has the financial stability to withstand one of
the harshest operating environments we have seen in decades and to
outlast the inventory de-stocking that is taking place throughout
the supply chain.  We believe we have strong liquidity and a debt
structure that will allow us to pursue our strategies without the
undue pressure of financial maintenance covenants.  Although
uncertainty around the depth and duration of the recession makes
it difficult to project when sales will rebound, our cost savings
initiatives and the improvements already in place will allow us to
weather the storm and emerge as a more competitive and more
profitable Company.  We will continue to invest in the development
and commercialization of new products and branded premium value-
added yarns during these difficult times to help capitalize on the
opportunities that will arise as market conditions normalize.  We
are focused on aggressively improving our business fundamentals
and strengthening our overall market position."

The company filed its quarterly report on Form 10-Q on
February 6, 2009, with the Securities and Exchange Commission, a
full-text copy of which is available for free at:

               http://researcharchives.com/t/s?3956

                           About Unifi

Headquartered in Greensboro, North Carolina, Unifi Inc. (NYSE:
UFI) -- http://www.unifi.com/-- is a diversified producer and
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  Key Unifi brands include, but are not
limited to: aio(R) - all-in-one performance yarns, Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R), MicroVista(R), and
Satura(R).  Unifi's yarns and brands are readily found in home
furnishings, apparel, legwear, and sewing thread, as well as
industrial, automotive, military, and medical applications.

                          *     *     *

The company incurred net losses for the past several quarters.

Unifi Inc. continues to carry Moody's Investor Service's Caa2
senior secured debt rating which was placed in December 2007.


VERASUN ENERGY: Feb. 10 Hearing on 7 Units' Bid to Obtain Funding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing February 10, 2009, at 10:00 a.m., to consider
final approval of the request of VeraSun Energy Corp. and its
affiliates to borrow up to $110,000,000 for seven debtors and use
the cash collateral securing the seven debtors' obligations to
their prepetition lenders:

  -- VeraSun Albert City LLC;
  -- VeraSun Central City LLC;
  -- VeraSun Dyersville LLC;
  -- VeraSun Hankinson LLC;
  -- VeraSun Janesville LLC;
  -- VeraSun Ord LLC; and
  -- VeraSun Woodbury LLC.

Pending final hearing, the Court signed orders authorizing the
Debtors to borrow a portion of the total committed amounts and use
the cash collateral.  Copies of the Interim Court orders are
available for free at:

http://bankrupt.com/misc/VerSIntOCashCoAlbertCity.pdf
http://bankrupt.com/misc/VerSIntORDCashCoCentralCity.pdf
http://bankrupt.com/misc/VerSIntORDCashCoDyersville.pdf
http://bankrupt.com/misc/VerSIntORDCashCoHankinson.pdf
http://bankrupt.com/misc/VerSIntORDCashCoJanesville.pdf
http://bankrupt.com/misc/VerSIntORDCashCoOrd.pdf
http://bankrupt.com/misc/IntORDCashCoWoodbury.pdf

Pursuant to the Interim Order, the Debtors are required to file
with the Court a motion seeking approval of a sale of
substantially all of the assets of VeraSun Hankinson and its
affiliates on or before January 27, 2009.  The Debtors are
required to obtain Court approval of bidding procedures on or
before February 9 so they can proceed to an auction March 16.  By
March 31, the sale is expected to close.

These are the Participating Lenders' commitments to the VeraSun
Debtors:

   AgStar Financial Services, PCA             $5,736,244
   AgCountry Farm Credit Services              2,033,526
   1st Farm Credit Services                    1,452,519
   AgriBank FCB                                1,336,317
   AgFirst FCS                                 3,079,340
   Badgerland Farm Credit Services             1,162,015
   Bank of the West                              726,259
   Cofina Financial, LLC                       1,162,015
   Farm Credit Services of MidAmerica          1,452,519
   First National Bank of Omaha                1,162,015
   Metropolitan Life Insurance Company         5,897,227

                       Committee Objects

The Official Committee of Unsecured Creditors tried to block
approval of the Debtors' request, complaining that the Debtors'
request to obtain postpetition financing for seven Debtors was
filed on less than 48 hours' notice.  The Committee and its
advisors have not had sufficient time to fully analyze the
adequacy and appropriateness of the proposed DIP Facilities,
Donald J. Detweiler, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, said.

While the Committee was provided with drafts of the proposed
Interim DIP Order, the DIP Credit Agreement, and other related
documents, the documents were not in final form and continue to
be negotiated among the parties, Mr. Detweiler said.  The
Committee only received the DIP budget on January 12, 2009, he
said.

Mr. Detweiler also asserted that approval of certain terms on 48
hours' notice is entirely inappropriate.  Specifically, the
Committee complains that these terms of the DIP Facilities are
entirely inappropriate and should be stricken:

  -- a rigid, aggressive timeline for a sale of the Debtors'
     asserts;

  -- an inappropriate "roll-up" of $55.3 million of prepetition
     indebtedness; and

  -- the triggering of an event of default, if any, of the US
     BioEnergy Debtors' exclusive right to file a plan of
     reorganization is terminated.

Mr. Detweiler said the proposed and timetable is "extremely
aggressive and impractical."

With regard to the "roll-up," Mr. Detweiler said there is no
justification for its approval on an interim basis, particularly
where the DIP Facilities were provided on a shortened notice.

Furthermore, Mr. Detweiler said a change of control constitutes an
event of default, and gives the DIP Lenders the ability to
immediately terminate the DIP Facilities.

Mr. Detweiler also said that, at a minimum, consideration of the
matters should be deferred to the final hearing to ensure that the
Committee and other parties in interest have enough time to fully
analyze the asked relief and the impact it will have on the US
BioEnergy Debtors.

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: ASA Debtors' $20MM Loan Approved on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on
February 5, 2009, authorized certain debtor affiliates of VeraSun
Energy Corp. to borrow, on a final basis, up to $20,000,000 in
postpetition secured financing Loans.

The Borrowers are ASA Albion, LLC, ASA Bloomingburg, LLC, ASA
Linden, LLC and ASA OpCo Holdings, LLC.  The "ASA Group"
consisting of production facilities in Albion, Nebraska,
Bloomingburg, Ohio, and Linden, Indiana.

The ASA DIP Lenders will be granted liens and an administrative
priority claims in the Debtors' estates subject only to a carve-
out for clerk of court fees, U.S. Trustee fees and fees payable to
bankruptcy professionals, subject to a cap.

A full-text copy of the ASA DIP Agreement is available for free
at: http://bankrupt.com/misc/verasun_asadip.pdf

The Final DIP Orders and Cash Collateral Orders give the Official
Committee of Unsecured Creditors and certain parties-in-interest
until February 12, 2009, to contest or file an adversary
proceeding challenging the validity of the DIP Liens.

The Creditors' Committee and the Debtors' Prepetition Lenders have
stipulated to further extend the Committee's deadline to file the
challenge until March 16.

A full-text copy of the Final ASA DIP Order is available for free
at: http://bankrupt.com/misc/VerSASADIPFinalORD.pdf

Prior to the hearing, the Debtors, through a certification of
counsel, filed a proposed final order, available for free at:

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

The lending consortium consists of:

     * WestLB AG, New York Branch,
     * 1st Farm Credit Services, FLCA,
     * AgFirst Farm Credit Bank,
     * Amarillo National Bank,
     * Farm credit Services of America,
     * First National Bank of Omaha,
     * ING Capital, LLC,
     * Metropolitan Life Insurance Company,
     * The Bank of Nova Scotia, and
     * Standard Chartered Bank

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Files List of Corn Supply Pacts to be Rejected
--------------------------------------------------------------
VeraSun Energy Corp. notified the U.S. Bankruptcy Court for the
District of Delaware that they intend to reject, effective
January 30, 2009, more executory corn supply contracts to certain
corn suppliers, including Country Partners Co-Op, Husker Co-Op,
Jim Williams, Zachary Eaton, Jerome and Ben Sieberg, and Mark
Byron.

The Debtors are parties to a large number of prepetition
executory contracts, including numerous contracts for the
purchase and delivery of corn to be used in the production of
ethanol.  These corn contracts call for the delivery of corn to
the Debtors at various time periods in the future.  The Debtors
have previously sought to reject certain corn contracts relating
to the Debtors' ethanol production facilities located in
Janesville and Welcome, Minnesota.

A schedule of the Rejected Corn Contracts is available for free
at http://bankrupt.com/misc/VerSCornSuppliers.pdf

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: GE Railer Balks at Bid for $23.5MM Admin Claim
--------------------------------------------------------------
General Electric Railcar Services Corp., objects to the request of
VeraSun Energy Corp. and its affiliates to allow administrative
claims totaling $23,536,000 filed against VeraSun Marketing, LLC.

Martin J. Weiss, Esq., at Dilworth Paxson LLP, in Philadelphia,
Pennsylvania, argues that transactions involving insiders are
subject to greater scrutiny.  He complains that the Debtors did
not provide much detail regarding the requested intercompany
transactions.

Mr. Weiss argues that it is unclear how the Debtors arrived at
the values to be placed on the various intercompany claims and
whether the Debtors used an existing contract rate based on
contracts negotiated at arm's length between third parties, which
GE Railcar submits is the appropriate standard, or some other
rate.

Accordingly, GE Railcar asks the U.S. Bankruptcy Court in
Wilmington, Delaware, to deny the Debtors' request.

In their request, the Debtors indicated that the Claims, relating
to the sale of ethanol from the U.S. BioEnergy Debtors to
Marketing between October 11 and November 25, 2008, constitutes
administrative expense claims under Section 503(b)(9) of the
Bankruptcy Code totaling $6,019,000 and administrative expense
claims under Section 503(b)(1) totaling $17,517,000.

On the Debtors' behalf, according to Mark S. Chehi, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in Wilmington, Delaware,
the administrative claims that the Debtors seek to liquidate and
allow are gross claims, in that they do not incorporate or account
for any claim that Marketing may have against each of the US
BioEnergy Debtors.  He says that the US BioEnergy Debtors and
Marketing have agreed that all claims and defenses, including any
claims and defenses for setoff and recoupment, or any claims or
defenses arising under the Bankruptcy Code, held by Marketing
against any or all of the US BioEnergy Debtors that are not
asserted specifically in writing by January 16, 2009, against any
or all of the US Bio Debtors are waived and released by Marketing
and any person or entity claiming by or through Marketing.

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


WARNER MUSIC: Dec. 31 Balance Sheet Upside Down by $41 Million
--------------------------------------------------------------
On February 5, 2009, Warner Music Group Corp. disclosed its first-
quarter financial results for the period ended December 31, 2008.

         2009 Fiscal First Quarter Ended December 31, 2008

   * Digital revenue in the quarter grew 20% year over year to
     $171 million;

   * Cash balance grew to $549 million

   * Total revenue of $878 million decreased 11% from the prior-
     year quarter, or 6% on a constant-currency basis.

   * Digital revenue was $171 million, or 19% of total revenue in
     the quarter, up 2% sequentially from $167 million in the
     fourth quarter of fiscal 2008 and up 20% from $142 million
     in the prior-year quarter.

   * Operating income from continuing operations declined 34% to
     $41 million compared to $62 million in the prior-year
     quarter.

   * Operating income before depreciation and amortization
     (OIBDA) from continuing operations fell 17% to $107 million
     from $129 million in the prior-year quarter.

   * Income from continuing operations was $0.15 per diluted
     share compared to income from continuing operations of $0.01
     per diluted share in the prior-year quarter.  The first
     quarter of fiscal 2009 included a gain of $0.24 per diluted
     share from the gain on the previously disclosed sale of a
     minority stake in Front Line Management.

"Though facing difficult economic conditions and tough prior-year
comparisons, we executed on our strategy and remain confident in
achieving our long-term goals," said Edgar Bronfman, Jr., Warner
Music Group's Chairman and CEO.  "We continue to develop new music
business solutions and maintain our digital leadership position,
while managing costs, gaining share and delivering strong returns
on A&R investments."

"To enhance financial flexibility, we remain focused on managing
our balance sheet by generating significant free cash flow,
evidenced by our impressive $549 million cash balance," Steve
Macri, Warner Music Group's Executive Vice President and CFO
added.  "Additionally, we still believe that our fiscal 2009
performance will be back-end weighted, due to the timing of our
releases."

For the first quarter 2009, revenue declined 11.2% to
$878 million from $989 million in the prior-year quarter, and was
down 6.3% on a constant-currency basis.  This performance
reflected the ongoing transition in the recorded music industry
characterized by a shift in consumption patterns from physical
sales to new forms of digital music as well as the impact of the
turbulent global economy on retailers.  In addition, domestic
revenue declined 18.8% as a result of particularly difficult
comparisons against domestic recorded music results in the first
quarter of fiscal 2008, which included nearly 4 million units of
Josh Groban's blockbuster album "Noel."  Although international
revenue declined 4.9%, it improved 5.1% on a constant-currency
basis with revenue growth throughout Europe.  Digital revenue of
$171 million grew 20.4% over the prior-year quarter, or 23.9% on a
constant-currency basis.  Digital revenue grew 2.4% sequentially
from the fourth quarter of fiscal 2008 and represented 19.5% of
total revenue.  Solid global digital revenue growth was still
impacted by worldwide economic pressures, though to a lesser
extent than physical revenue.

Operating income from continuing operations fell 33.9% to
$41 million from $62 million in the prior-year quarter and
operating margin from continuing operations was down 1.6
percentage points to 4.7%.  OIBDA from continuing operations
decreased 17.1% to $107 million from $129 million in the prior-
year quarter and OIBDA margin from continuing operations declined
0.8 percentage points to 12.2%.  The decline in operating income
and OIBDA margins was primarily due to margin benefits in last-
year's comparable quarter related to "Noel" as well as negative
operating leverage from lower sales on a similar fixed-cost base.

Income from continuing operations was $23 million, or $0.15 per
diluted share, for the quarter, up from income from continuing
operations of $2 million, or $0.01 per diluted share, in the
prior-year quarter.  The first quarter of fiscal 2009 included a
gain of $0.24 per diluted share from the gain on the previously
disclosed sale of a minority stake in Front Line Management.

The company reported a cash balance of $549 million as of
December 31, 2008, a 33.6% increase from the September 30, 2008
balance of $411 million and a more than three-fold increase from
the December 31, 2007 balance of $160 million.  As of
December 31, 2008, the company reported total long-term debt of
$2.22 billion and net debt (total long-term debt minus cash) of
$1.67 billion.

For the quarter, net cash provided by operating activities was $43
million compared to negative $36 million in the prior-year
quarter.  Free Cash Flow (defined as cash flow from operations
less capital expenditures and cash paid or received for
investments) was $160 million, compared to negative Free Cash Flow
of $155 million in the comparable fiscal 2008 quarter.  Unlevered
After-Tax Cash Flow (defined as Free Cash Flow excluding cash
interest paid) was $195 million, compared to negative Unlevered
After-Tax Cash Flow of $104 million in the comparable fiscal 2008
quarter.

                         Recorded Music

Revenue from the company's Recorded Music business declined 11.9%
from the prior-year quarter to $749 million, and was down 7.4% on
a constant-currency basis.  The decline in constant-currency
revenue primarily reflects strength in Europe, particularly
France, Germany, Spain and Italy, offset by continued contracting
demand for physical product by U.S. retailers and the soft
economic and retail conditions.

Recorded Music digital revenue of $156 million grew 18.2% over the
prior-year quarter, or 20.9% on a constant-currency basis, and
represented 20.8% of total Recorded Music revenue.  Domestic
Recorded Music digital revenue amounted to $99 million, or 31.4%,
of total domestic Recorded Music revenue.  Year-over-year digital
revenue growth was driven by both global online downloads as well
as mobile.

Major sellers in the quarter included the Twilight soundtrack and
titles from Seal, Nickelback, Enya and Johnny Hallyday.
International Recorded Music revenue declined 3.6% from the prior-
year quarter to $434 million, but was up 6.1% on a constant-
currency basis, while domestic Recorded Music revenue declined
21.3% from the prior-year quarter to $315 million.

Year-over-year revenue differences in the global Recorded Music
business were due to continued contracting demand for physical
product by retailers primarily in the U.S.  This was offset by
international strength, which was largely driven by strong local
and international repertoire, increased digital revenue and
revenue from the company's artist services business as the company
continues to broaden our revenue mix into growing areas of the
music business, including sponsorship, fan club, websites,
merchandising, touring, ticketing and artist management.

Quarterly Recorded Music operating income from continuing
operations fell 32.6% to $60 million, resulting in an operating
margin from continuing operations of 8.0% compared to 10.5% in the
prior-year quarter.  Recorded Music OIBDA from continuing
operations fell 20.6% to $108 million for the quarter.  Recorded
Music OIBDA margin from continuing operations contracted 1.6
percentage points to 14.4% from the prior-year quarter.  The
margin contraction largely reflected margin benefits in last-
year's quarter related to unusually strong sales from "Noel".

                         Music Publishing

Music Publishing revenue declined 6.9% from the prior-year quarter
to $134 million, but was up 0.8% on a constant-currency basis.
Music Publishing revenue grew 2.1% domestically and was down 11.3%
internationally, but was flat internationally on a constant-
currency basis.  Digital revenue from Music Publishing grew 50.0%
to $15 million, representing 11.2% of total Music Publishing
revenue.

On a constant-currency basis, the decline in mechanical revenue of
16.4% was offset by a 10.0% increase in synchronization revenue, a
4.3% rise in performance revenue and a strong 66.7% increase in
digital revenue.  The increase in synchronization revenue on a
constant-currency basis was due in part to timing of receipts,
while mechanical revenue weakness primarily reflects an industry-
wide decline in physical record sales.

Music Publishing operating income was $5 million, up 25.0% from $4
million in the prior-year quarter, resulting in an operating
margin of 3.7%, up 0.9 percentage points from the prior-year
quarter.  Music Publishing OIBDA remained flat at $21 million and
OIBDA margin of 15.7% increased 1.1 percentage points from the
prior-year quarter due primarily to the change in sales mix.

As of December 31, 2008, the company's balance sheet showed total
assets of $4,465,000,000 and total liabilities of $4,506,000,000,
resulting in total shareholders' deficit of $41,000,000.

A full-text copy of the company's quarterly report on Form 10-Q is
available for free at: http://researcharchives.com/t/s?3955

                      About Warner Music

Warner Music Group Corp. -- http://www.wmg.com/-- (NYSE: WMG)
is a publicly traded in the United States.  With its broad
roster of new stars and legendary artists, Warner Music Group is
home to a collection of the best-known record labels in the
music industry including Asylum, Atlantic, Bad Boy, Cordless,
East West, Elektra, Lava, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word.  Warner Music
International, a leading company in national and international
repertoire, operates through numerous international affiliates
and licensees in more than 50 countries.  Warner Music Group
also includes Warner/Chappell Music, one of the world's leading
music publishers, with a catalog of more than one million
copyrights worldwide.

Outside the United States, the company has two subsidiaries in
Austria, one in Nova Scotia and another in Luxembourg.  It has
Latin American operations in Argentina, Brazil and Chile.

The Troubled Company Reporter reported on August 18, 2008, that
Fitch Ratings affirmed the Issuer Default Ratings and outstanding
debt ratings on Warner Music Group Corp. and its subsidiaries:

Warner Music Group
  -- IDR 'BB-'.

WMG Acquisition Corp
  -- IDR 'BB-';
  -- Senior secured 'BB';
  -- Subordinated 'B+'.

WMG Holdings Corp
  -- IDR 'BB-';
  -- Senior unsecured 'B'.

The Rating Outlook is Stable.


WASHINGTON MUTUAL: Court Instructs Deposit of $55MM for IRS
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware directed Washington Mutual Inc., at a hearing
held on January 29, 2009, to deposit a $55 million federal
government payment into a court-controlled account, Bloomberg News
reports.

In its request, the United States of America, through the Internal
Revenue Service, asked the Court to lift the automatic stay
imposed under Section 362(d) of the Bankruptcy Code, to allow it
to set off a $55,028,000 payment to WaMu against IRS' Claim No. 8
for $2,326,611,411.  The IRS Claim accounts for WaMu's corporate
income taxes for tax years 1994 to 1995, 1998 to 2007, and 2009.

The Debtors, along with the Official Committee of Unsecured
Creditors and the Washington Mutual, Inc. Noteholders Group, have
argued that the IRS Claim is based on taxes that "are yet to
be assessed" and therefore, holds no merit.

The $55 million payment was authorized by Senior Judge Loren A.
Smith of the U.S. Court of Federal Claims on December 19, 2008,
in the federal action captioned American Savings Bank, F.A., et
al. v. United States, No. 98-872 C.

"I've heard conflicting claims to the money and I'm going to
order that the money be paid to the registry," Bloomberg quoted
Judge Walrath as saying.  The $55 million payment should be held
by the Court until it is determined whether WaMu is entitled to
it, Judge Walrath stated, according to Bloomberg.

JPMorgan Chase & Co., as acquirer of Washington Mutual Bank and
Washington Mutual Bank fsb, asserted during the hearing that
because it bought WaMu's bank and other assets for $1.9 billion
in 2008, it owns "at least part of the $55 million," the news
source relates.

Judge Walrath also directed JPMorgan to file a claim by March 31,
2009, outlining the amount that WaMu owes it, if any, Bloomberg
discloses.

            Debtors' Objection is not Warranted,
                        IRS Insists

Before the Court entered its ruling, the IRS asked the Court to
overrule the Debtors' Objection on Claim No. 8 and deny the
request to reduce the Claim to $0.

The Court should "overrule the Debtors' objection as moot"
because the United States, through the IRS, has filed on
January 13, 2009, a $10.2 billion claim to amend Claim No. 8,
which the Debtors did not challenge, Jan M. Geht, Esq., trial
attorney for the Tax Division of the U.S. Department of Justice,
asserted.

While the taxes have yet to be assessed, the Debtors' contention
"is utterly irrelevant" because "it was long settled that the
government's failure to assess its taxes did not preclude [the
government] from exercising its common-law right to sue for the
taxes," Mr. Geht told the Court, citing United States v. Jersey
Shore State Bank, 781 F.2d 974, 979 (3d Cir. 1986).  In fact, he
added, "though assessment is a prerequisite to certain remedies
that the IRS might seek, it is not a prerequisite to the IRS's
making a claim in a bankruptcy proceeding, because the Bankruptcy
Code gives priority to a tax claim that is 'assessable' as well
as to one that is actually assessed," he added.

Mr. Geht also contended that the Debtors showed insufficient
basis for expecting that they will ultimately be owed a net
refund by the IRS.  The IRS Claim alleges estimated amounts owed
for each year, whereas the Debtors' estimates amount to "no more
than conclusory allegations of a Debtors' representative," Mr.
Geht maintained.

Mr. Geht informed Judge Walrath that the IRS is in the process of
examining the Debtors' tax liabilities for a number of tax
periods.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Drops Bid to Transfer $4-Billion Deposit
-----------------------------------------------------------
Washington Mutual Inc. notified parties-in-interest that as of
January 26, 2009, it has withdrawn a request seeking approval of a
stipulation with JPMorgan Chase Bank to effect a $4.37 billion
fund transfer.  The Funds were deposited at Washington Mutual Bank
and Washington Mutual Bank fsb prior to JPMorgan Chase's
acquisition of the Banks.

Prior to the withdrawal, the hearing on the Fund Transfer
Stipulation had been adjourned by the U.S. Bankruptcy Court for
the District of Delaware five times between November 2008 and
January 2009.

Objections were raised by the Federal Deposit Insurance
Corporation, as receiver for WMB, and the WMB Noteholder Group
participants, which consist of more than 30 insurance companies,
institutional fund managers, investment banks and private
investment funds that assert $2 billion in aggregate principal
amount outstanding of Senior Notes and Subordinated Notes issued
by WMB.

The FDIC asserted that in its statutory capacity, it has been
unable to determine whether (i) portions of the Funds are
the Debtors' property, or (ii) the Debtors have obligations to
the Banks, through which the FDIC may have any interest in the
Funds.  The FDIC maintained that there was "no need to disturb
the status quo."

The WMB Noteholder Group asserted that the Debtors should not be
allowed in their attempt to "secure all of the Funds before other
parties have time to catch up."

The Debtors did not state a reason for the withdrawal of their
request.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Gets Extension of Lease Decision Deadline
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware issued a bridge order dated January 29, 2009,
extending the period within which Washington Mutual Inc. may
assume or reject unexpired non-residential real property leases
and executory contracts "through and including [the] time [that a]
final order on the Extension Motion is entered by the Court."  A
final hearing on the Debtors' request to extend the lease decision
period has been set for February 17, 2009.

The Debtors have asked the Court to extend until March 10, 2009,
the period within which they must decide on whether to assume
their leases with these counterparties:

                                                        Lease
Landlord                      Lease                   Expiration
--------                      -----                   ----------
BMR International II L.L.C.   CA office space lease   02/28/2011
Washington Mutual Bank, FA    NY office space lease   09/30/2012
Second and Union, LLC         WA office space lease   08/31/2016
Batac Corporation             FL office space lease   08/31/2012
PGA Plaza Associates, Ltd.    20 Parking spaces       12/31/2011

The Debtors have averred that they needed more time to evaluate
each of the Leases, and to determine the terms of any contemplated
assumption and assignment to JPMorgan Chase, the proposed assignee
of certain of the Leases.

Judge Walrath directed the Debtors to send copies of the Bridge
Order to parties-in-interest without delay.

                WaMu to Assume Seattle Office Lease

Separately, the Debtors seek the Court's authority to enter into
an amendment of an office lease in Seattle, retroactive as of
January 1, 2009.

Washington Mutual leased a 20,000 square feet office space
from Second and Union LLC on the 32nd and 33rd floors of its
headquarters building located at 1301 Second Avenue, in Seattle,
Washington.  The Seattle Lease has an 11-year term, which will
terminate on August 31, 2016.  The basic rent under the Seattle
Lease is $58,652 per month, plus personal property taxes.

The pertinent terms of the Amended Seattle are:

  (1) The Debtors will relocate their offices to the 36th floor
      of the Seattle Building.

  (2) The term of the Lease will be reduced from August 31,
      2016, to December 31, 2009.

  (3) WaMu and Second and Union will each have the right to
      terminate the Lease before December 31, 2009, upon 60
      days' prior written notice.

  (4) The rent for January and February 2009 will be $31,665,
      and will increase to $63,331 per month beginning in March
      2009.

  (5) The Debtors are required (i) to provide a $126,663
      security deposit to Second and Union for $126,663, and
      (ii) to satisfy all postpetition rent due and owing to
      Second and Union, totaling $224,075.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that in the process of winding-down
their businesses and operations, the Debtors must have adequate
office space.  In this regard, the Debtors' assumption of the
Seattle Lease, as amended, will permit the Debtors to continue to
work from their current location, while reducing their
obligations with respect to the Seattle Lease going forward, he
points out.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Appaloosa Amends Stock Ownership Statement
-------------------------------------------------------------
Appaloosa Investment, L.P., Thoroughbred Master, Ltd., and
Palomino Fund, Ltd., filed with the U.S. Bankruptcy Court for the
District of Delaware amended statements of substantial ownership
of Washington Mutual Inc. stocks.

In separate filings with the Court dated February 4, 2009, the
Stockholders disclosed that they own WaMu shares with respect to
Series I Preferred Stock, Series L Preferred Stock, Series M
Preferred Stock, and Series N Preferred Stock.

The Stockholders redacted the amended number of WaMu Common Stock
and Preferred Stock they own.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WESTAFF INC: Gets Another $500,000 Advance From DelStaff
--------------------------------------------------------
On January 30, 2009, Westaff, Inc., its subsidiary Westaff (USA),
Inc., and Westaff USA's subsidiaries Westaff Support, Inc., and
MediaWorld International were advanced a loan in an aggregate
principal amount of $500,000 from DelStaff, LLC under the
previously announced loan agreement, dated as of August 25, 2008,
among DelStaff, LLC and the Borrowers.

The Troubled Company Reporter previously reported that on
January 9, 2009, the borrowers also received a $500,000 loan from
DelStaff under the same loan agreement.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.

The Troubled Company Reporter reported on Dec. 22, 2008, that
Westaff (USA), Inc., a subsidiary of Westaff, Inc., entered into a
Second Amendment to Second Amended and Restated Forbearance
Agreement, with the company, as parent guarantor, certain lenders
party thereto and U.S. Bank National Association, as agent for the
Lenders.  The parties to the Second Amendment to Second Amended
and Restated Forbearance Agreement are parties to a Financing
Agreement, dated as of Feb. 14, 2008.  Pursuant to the terms of
the Second Amendment to Second Amended and Restated Forbearance
Agreement, the Agent and the Lenders have agreed to continue to
forbear from exercising any of their default rights and remedies
through Dec. 19, 2008, with regard to the Existing Events of
Default so long as no additional Events of Default occur through
Dec. 19, 2008.


WILLIAM DEL BIAGGIO: Pleads Guilty to Fraud
-------------------------------------------
William James Del Biaggio III, also known as Boots Del Baggio,
pleaded guilty to fraud and will be sentenced June 10, Bloomberg's
Bill Rochelle reports.  Mr. Del Biaggio is under investigation by
U.S. federal authorities, and is facing several lawsuits which
claim that he defrauded lenders when he was obtaining financing to
purchase his share of the team last winter.

According to Bloomberg, creditor Private Bank of the Peninsula
said creditors "may be victims of fraud rising into the tens of
millions of dollars."

Mr. Del Biaggo's assets include an interest in the Nashville
Predators of the National Hockey League. Del Biaggio's 27% share
of the National Hockey League team has been under the control of
the Bankruptcy Court since Mr. Del Biaggio filed for bankruptcy in
June.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008.  Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $50 million to $100 million in
assets and $50 million to $100 million in debts.

The TCR reported on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund that Mr. Del
Biaggio co-founded, also filed for chapter 7 bankruptcy.  Sand
Hill disclosed $10.6 million in debts.  Established in 1996, Sand
Hill Capital has four debt funds under management, of which two
are actively investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


WIRELESS AGE: Bankrupt Units' Assets for Sale; Bids Due Feb. 20
---------------------------------------------------------------
Wireless Age Communications, Inc., has received notification from
Meyers Norris Penny Limited that the assets of Wireless Age
Communications Ltd., and Wireless Source Distribution Ltd. are
being sold.

In January, Saskatchewan Telecommunications served Wireless Ltd.
and Wireless Source with a Notice of Intention to Enforce Security
under the Bankruptcy and Insolvency Act, and also obtained a Court
Order to immediately appoint an interim receiver.

On February 2, 2009, Meyers Norris, as the Interim Receiver,
provided Wireless Age with initial marketing documentation
indicating that it intended to sell the business assets in three
separate packages:

   1) the assets of Wireless Source, which consists of the former
      commercial operating segment,

   2) the Saskatchewan retail operating segment assets of Wireless
      Ltd., and

   3) the Manitoba retail operating segment assets of Wireless
      Ltd.

The Interim Receiver indicated that preference would be given to a
purchaser of all three packages in one transaction. Communications
from the Interim Receiver indicated that they were hopeful to
assemble all offers by February 20, 2009.

The documentation indicated that over the eleven month period
ended November 30, 2008, Wireless Ltd.'s Saskatchewan stores
generated CAD$13,792,055 in revenue and $2,719,637 in normalized
earnings before interest, taxes, depreciation and amortization,
the Wireless Ltd. Manitoba stores generated $6,666,264 in revenue
and $345,184 in normalized EBITDA and the Wireless Source business
generated $16,023,575 in revenue and $89,233 in normalized EBITDA.
Combined revenue during this period was $36,481,894 and combined
normalized EBITDA was reported as $3,154,054.

However, Wireless Age was also provided a copy of a letter dated
January 28, 2009 from MTS Allstream Inc. to the Interim Receiver,
stating that MTS intends to terminate the Dealer Agreement between
MTS and Wireless Age's subsidiary Wireless Ltd. effective February
28, 2009. Wireless Ltd. operated four stores in Manitoba, Canada
under the Dealer Agreement.

As reported by the Troubled Company Reporter on January 30, 2009,
the Court of Queen's Bench for Saskatchewan, Canada, dismissed the
challenge by Wireless Age Communications Inc. of the Interim
Receivership Order obtained by SaskTel.

On January 27, 2009, the judge presiding over the matter dismissed
Wireless Age's challenge.  The result was that the assets of
Wireless Ltd. and Wireless Source remained under the control of
the receiver.

Based in Toronto, Ontario, Wireless Age Communications, Inc.,
through its 99.7% owned subsidiary, Wireless Age Communications
Ltd., is in the business of operating retail cellular and
telecommunications outlets in cities in western Canada.  Through
its other wholly owned subsidiary, Wireless Source Distribution
Ltd., the company distributes two-way radio products, prepaid
phone cards, wireless accessories and various battery and
ancillary electronics products in Canada.


WISCONSIN STEEL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Rich Rovito at The Business Journal of Milwaukee reports that
Wisconsin Steel Industries Inc. has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court Eastern
District of Wisconsin.

The Business Journal relates that Wisconsin Steel listed Heartland
Wisconsin Corp. as a secured lender.  Court documents say that
Wisconsin Steel owes Heartland Wisconsin about
$1.9 million, including principal and accrued interest on a
promissory note and attorney fees.

Court documents say that Wisconsin Steel had $3.5 million in sales
last year.

Milwaukee, Wisconsin-based Wisconsin Steel Industries, Inc., has
been in business for almost 70 years.  It provides metal heat
treating and blasting services at its factory at 1225 S. 41st
Street, West Milwaukee.  Wisconsin Steel has 22 employees.
Theodore Dolhun Sr. founded the company in 1939.  His son, Ted
Dolhun, currently owns the business.

Wisconsin Steel filed for Chapter 11 bankruptcy protection on Jan.
22, 2009 (Bankr. E.D. Wis. Case No. 09-20670).  Leonard G.
Leverson, Esq., at Leverson & Metz S.C. assists the company in its
restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in debts.


WOOD HOLLOW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wood Hollow Partners, LTD
        c/o DAWBRA, LLC
        Suite 600, Box 295
        9803 Spring Cypress
        Houston, TX 77070

Bankruptcy Case No.: 09-30817

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

Chapter 11 Petition Date: February 2, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsels: Marjorie A Payne Britt, Esq.
                   Michael Louis Catrett, Esq.
                   Attorneys at Law
                   4615 SW Fwy, Ste. 500
                   Houston, TX 77027
                   Tel: (713) 666-0807
                   Fax: (713) 355-8382
                   Email: brittefile@aol.com
                   Email: mlcatrett@sbcglobal.net

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Diane Jacob, Managing Agent the
company.


WORCESTER RESTAURANT: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Martin Luttrell at Telegram & Gazette reports that Worcester
Restaurant Associates, LLC, has filed for Chapter 11 bankruptcy
protection.

Judge Joel B. Rosenthal will hold a hearing on Worcester
Restaurant's bankruptcy petition on March 12, 2009, Telegram &
Gazette states.

According to Telegram & Gazette, Worcester Restaurant's
restaurant, G'Vanni's Ristorante Italiano has closed since January
24, 2009.  Worcester Restaurant's owner Frank D. Kirby, the report
states, said that the restaurant was plagued by costs during the
two months it was open.  The restaurant would remain closed for
the time being, the report says, citing Mr. Kirby.  According to
the report, Mr. Kirby was scheduled to name a new manager for
G'Vanni's Ristorante because original chef and manager, John
DeCristofaro quit.

Mr. Kirby, says Telegram & Gazette, will put together a plan to
pay off creditors as best he can and will get another entity to
run G'Vanni's Ristorante.

Telegram & Gazette relates that Worcester Restaurant listed RFF
Family Partnership LLP as one of its unsecured creditors.
Worcester Restaurant, the report states, owes RFF Family about
$260,000.  Telegram & Gazette states that Worcester Restaurant
also owes:

     -- $10,766 by National Grid, and
     -- a total of $4,500 from the Internal Revenue Service and
        state Department of Revenue for withholding and meals
        taxes.

Troller.bk reports that William T. Stevens assists Worcester
Restaurant in its restructuring effort.

Worcester Restaurant Associates, LLC, owns G'Vanni's Ristorante
Italiano -- http://www.gvannis.com/-- an Italian restaurant that
opened in Bull Mansion building on Pearl Street in December 2008.


WORLDSPACE INC: Auction Rescheduled for February 23
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware postponed
to Feb. 23, the auction for substantially all assets of WorldSpace
Inc.  The Debtor said in a court filing that some potential buyers
said they might be able to formulate an acceptable bid if they
were given more time, Bloomberg's Bill Rochelle said.

The Court will convene a sale hearing on Feb. 25, should the
Debtor reach an agreement with a bidder.

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 had set a an amended maturity date of Jan. 29, 2009.

There is no stalking horse bidder for the Debtor's assets.  The
sale must be completed with one or more successful bidders to
avoid a default under the DIP Credit Agreement.

                         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.


* DBRS Says Canada's 2009 Budget Manageable but Risks Remain
------------------------------------------------------------
The Government of Canada's 2009 budget released February 27, 2009
confirms the view of Dominion Bond Rating Service that the risks
for Canadian public finances remain to the downside.  The
Government is forecasting deficits of $33.7 billion in 2009-10 and
$29.8 billion in 2010-11, which equate to roughly 2% of GDP.
However, these risks appear to be manageable as a result of
Canada's strong track record of responsible fiscal policy and its
intention to return the budget to balance by 2013-14.  While the
Canadian dollar is not a global reserve currency, Canada has low
debt levels (25% unmatured debt-to-GDP in 2007-08), credible
fiscal and monetary policies, a flexible exchange rate, and
continues to maintain two of DBRS's key conditions for AAA ratings
-- a fundamentally sound financial system, and unquestioned
liquidity.  Canada is rated AAA and R-1 (high) with Stable trends.

Given the current economic environment and limited fiscal cushion
carried by the federal government in its last budget, the return
to deficits is not surprising, as DBRS had already noted a degree
of downside fiscal risk at the time of its last rating review
(April 21, 2008).  For the current year, the Budget forecasts a
deficit of $1.1 billion, which has largely come as a result of
weaker tax revenues, while program spending is projected to be
well contained, coming in slightly below budget.

Excluding additional measures proposed in the Budget to stimulate
spending, the Government forecasts deficits of $15.7 billion in
2009-2010 and $14.3 billion in 2010-11.  However, new measures
being introduced to encourage spending and housing construction
and to build infrastructure result in Government deficit
projections of $33.7 billion in 2009-10 and $29.8 billion in 2010-
2011.  While the majority of fiscal stimulus is intended to be
temporary, roughly $3.8 billion represents permanent tax reduction
(by 2013-14), which DBRS believes could lead to a structural
deficit if the assumed economic recovery takes longer to
materialize.

Economic conditions will remain challenging for Canada.  Based on
a survey of private sector forecasters, the Budget assumes real
GDP will decline by 0.8% in 2009, followed by a strong rebound to
2.4% in 2010.  This forecast is notably weaker than what was
indicated at the time of the fall 2008 economic statement but does
remain above the latest IMF forecast, which projects real GDP to
fall by 1.2% in 2009 and then rise by 1.6% in 2010.  DBRS notes
that the Budget incorporates an element of uncertainty through its
below-average nominal GDP forecast, but that downside risks
remain.

While the magnitude of near-term deficits is greater than what was
expected at last year's review, DBRS notes that through a series
of strong fiscal results and over a decade of declining debt
burden, the Government has equipped itself with considerable
flexibility to provide temporary fiscal stimulus.  This supports
the Stable ratings trend.  If government intentions to reduce the
deficit weaken over the medium term, or if financial stress
requires government intervention in financial entities, thereby
increasing the deficit, public debt or contingent liabilities to a
level no longer consistent with a AAA-rated sovereign, the Stable
trends could come under downward pressure.

DBRS notes that with this Budget, the Government is taking further
steps to improve access to credit to business and consumers,
including the purchase of additional insured mortgages ($50
billion) through the Canada Mortgage and Housing Corporation;
additional funding for Crown corporations including Export
Development Canada and the Business Development Bank of Canada to
support Canadian business financing needs; $12 billion in vehicle
and equipment loans and leases to ensure availability of consumer
financing; an extension of the Canadian Lenders Assurance Facility
(CLAF); and the introduction of a new facility to support term
debt issuance for Canadian life insurance providers based on terms
similar to the CLAF.  DBRS views these measures positively as they
should help reduce the impact of tightening credit conditions
globally for businesses and consumers in Canada.

Based on the Budget, financing requirements are forecast at
$101 billion for 2009-10.  This will lead to an increase in total
market debt to $592 billion in 2009-10, up from $394 billion in
2007-08.  However, the Government's measurement of its debt burden
(accumulated deficit) is expected to rise only slightly, to 29.8%
of GDP in 2009-10 from 28.6% in 2008-09, as financing requirements
under the Extraordinary Financing Framework will be offset by
interest-bearing assets.  DBRS notes that Canada has made
considerable progress in paying down its debt over the last
several years.  This, along with the Government's commitment to
return to balanced budgets, provides DBRS comfort that additional
debt can be managed without unduly eroding Canada's strong credit
profile.


* Fitch Puts Ratings on 3 Auto-Dealers Notes on Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed all classes of notes from each of the
GMAC, Ford and Chrysler related dealer floorplan asset-backed
securities on Rating Watch Negative.

The rating actions follow the announcement of dismal auto sales in
January.  Current sales levels could imply that a larger number of
dealerships will face financial difficulties or bankruptcy in
numbers greater than anticipated in Fitch's analysis.  Further,
January's report amplifies the concerns and uncertainties
regarding the near-term prospects of the U.S. domestic auto
manufacturers and their related captive finance companies and
confirms their need for significant financial support prior to
year-end.  Finally, an analysis of trust performance reveals an
ongoing decline in monthly payment rates and greater volatility in
these rates than ever experienced previously.  In particular, this
unprecedented set of events creates a risk profile that may not be
consistent with Fitch's current dealer floorplan ABS ratings,
particularly at the 'AAA' level.

January 2009 new vehicle sales continued to decline at an alarming
rate, with General Motors, Ford, and Chrysler each reporting 40%
or more declines in monthly domestic sales compared to the prior
year.  These figures suggest a potential annual new vehicle sales
level of approximately 10 million vehicles or less in 2009.  This
is the lowest sales volume experienced by the industry in 27
years.

In addition, a high level of uncertainty remains on the
availability, amount and timing of any incremental government
bailout funding.  A Feb. 17 deadline has been set by Congress for
each manufacturer to submit a plan which outlines their strategy
for achieving viability, however limited information is available
as to the nature of these plans and whether they will receive any
positive response from government.  Without this support, it is
conceivable that one or more of the manufacturers and/or finance
companies, may be forced into bankruptcy at the same time.

The increased potential for such an outcome increases the
likelihood that rapid and highly disorganized filings may occur,
resulting in a large number of franchised dealers defaulting
simultaneously and a large number of vehicles being sent to
auction in an already severely depressed wholesale vehicle market
with little consumer demand.  Such a scenario could potentially
negatively impact the key performance variables in each ABS
transaction beyond Fitch's previously assumed base and stress case
scenarios.

Per Fitch's existing dealer floorplan ABS criteria, a Chapter 11
bankruptcy filing by the manufacturer is assumed to occur at some
point during a transaction's life.  Base case and stress case
assumptions to key variables attempt to assess the impact of such
a filing.  However, as stated in Fitch's Dec. 23, 2008 press
release, a key component of assessing the reasonableness of these
assumptions when limited historical empirical data exists is that
the result of any filing would be an orderly reorganizing of the
company.

An orderly filing would include assumptions that post-filing
financing would be available to the manufacturer and/or captive
finance company in the short-term, to maintain ongoing operations
and ensure continued support for new and used vehicle demand and
sales.  Ongoing operations of the manufacturer would necessitate
certain requirements including the honoring of vehicle warranties,
availability of parts and services, and consistent levels of
support to the remaining dealer network; all of which would result
in continued, albeit severely depressed, new vehicle sales with
limited overall decline in wholesale and retail vehicle values.
Under this scenario, catastrophic dealer defaults and disorganized
and rapid collateral liquidations would likely not occur.

Fitch has been in regular contact with each domestic finance
company (GMAC, CF, and FMCC) and has received applicable data from
them in order to better understand the potential bankruptcy
scenarios, the implications on their respective dealership
networks, and how this will affect the performance metrics of
dealer floorplan ABS including monthly payment rates, dealer
defaults, losses, and recovery rates.  Fitch is reviewing this
information to determine whether criteria adjustments are
necessary.

Further, Fitch is continuing to monitor the evolving status of the
domestic auto industry and the potential for any incremental
government support.  While the below listed transactions are
currently performing within expectations, future negative rating
actions could be triggered by a bankruptcy filing and early signs
that the performance of a transaction is outside of Fitch's
expectations.  However, it is possible that the transactions may
remain on Rating Watch Negative for an extended period given the
ongoing government intervention and evolving credit market issues.

The classes listed below are fixed and floating rate notes issued
by Chrysler Financial LLC, Ford Motor Credit Company and GMAC LLC
(SWIFT and SMART) secured by loans made by each company to
franchised vehicle dealerships to support their purchase and
flooring of vehicles manufactured by the related manufacturer.
The rating actions affect approximately $12.02 billion in
outstanding DF ABS rated by Fitch.

Master Chrysler Financial Owner Trust f.k.a DaimlerChrysler Master
Owner Trust):

  -- Series 2006-A term notes rated 'AAA'.

Ford Credit Floorplan Master Owner Trust A:

  -- Series 2006-3 class A notes rated 'AAA';
  -- Series 2006-3 class B notes rated 'A';
  -- Series 2006-4 class A notes rated 'AAA';
  -- Series 2006-4 class B notes rated 'A'.

Superior Wholesale Inventory Financing Trust:

  -- Series 2004-A class A notes rated 'AAA';
  -- Series 2004-A class B notes rated 'A';
  -- Series 2004-A class C notes rated 'BBB';

Superior Wholesale Inventory Financing Trust):

  -- Series 2005-A class A notes rated 'AAA';
  -- Series 2005-A class B notes rated 'A';
  -- Series 2005-A class C notes rated 'BBB+';
  -- Series 2005-A class D notes rated 'BB+';

Superior Wholesale Inventory Financing Trust (SWIFT 2007-AE-1):

  -- Class A notes rated 'AAA';
  -- Class B notes rated 'A+';
  -- Class C notes rated 'BBB+';
  -- Class D notes rated 'BB+'.

SWIFT Master Auto Receivables Trust (SMART):

  -- Series 2007-2 class A notes rated 'AAA';
  -- Series 2007-2 class B notes rated 'A+';
  -- Series 2007-2 class C notes rated 'BBB+';
  -- Series 2007-2 class D notes rated 'BB+';


* Job Losses Exceed 500,000 for 3rd Straight Month
--------------------------------------------------
For the first time since records were kept in 1939, job losses
exceeded 500,000 a month for three months in a row, Bloomberg's
Bill Rochelle said.

"The Employment Situation report released by the Bureau of Labor
Statistics today underscores the seriousness of the economic
situation, Acting U.S. Secretary of Labor Edward C. Hugler, said
on Feb. 6.  "As these numbers show, the labor market continues to
contract across American industries.  The unemployment rate rose
to 7.6 percent or 11.6 million unemployed workers.  January's
decline in payroll employment reached 598,000, bringing total job
loss to 3.6 million since the recession began in December 2007."


* Appeals Court Rules that Termination Payment is a Preference
--------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Court of Appeals
for the Eleventh Circuit wrote a decision containing broad
language that could be used in future cases to argue that ordinary
rent payments in the 90 days before bankruptcy filing are
preferences that must be given back if the lease isn't assumed.

Mr. Rochelle relates that the case involved a company where the
landlord received an $87,000 payment in return for signing a lease
termination agreement and absolving the tenant from all future
obligations on the lease.  The tenant, according to the report,
filed in Chapter 11 within three months of the payment.

The 11th Circuit on Feb. 3 affirmed a ruling by the district court
that approved the preference by the Chapter 11 trustee.  According
to Mr. Rochelle, the Circuit Court stated the question was
"whether the debt created by the lease agreement was incurred
periodically, as each payment became due, or at the time the lease
was signed."  The Circuit held that "the debt in this case was
incurred upon the signing of the lease and thus was antecedent."

Mr. Rochelle notes that the 11th Circuit could have limited the
implication of its decision by pointing out how ordinary monthly
lease payments, if made on time, are protected by the preference
defense prohibiting recovery of a payment made in the ordinary
course of business.

The case is Midwest Holding LLC v. Anderson (In re Tanner Family
LLC), 08-12462, 11th U.S. Circuit Court of Appeals.


* Bankruptcy Can't Be Litigation Tactic Solely
----------------------------------------------
If litigation tactics are the primary reasons for filing in
Chapter 11, the bankruptcy must be dismissed for having been filed
in bad faith, a U.S. district judge in Delaware ruled, Bloomberg's
Bill Rochelle reports.

According to Mr. Rochelle, the opinion by U.S. District Judge Sue
Robinson is important because Delaware is home to many of the
country's largest bankruptcy cases.  He notes Judge Robinson's
decision is binding on bankruptcy judges in Delaware.

The case is Bepco LP v. 15375 Memorial Corp. (In re 15375 Memorial
Corp.), 08-313, U.S. District Court, District of Delaware
(Wilmington).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                               Total
                                              Share-   Total
                                   Total    holders' Working
                                  Assets      Equity Capital
  Company          Ticker          ($MM)       ($MM)   ($MM)
  -------          ------         ------    -------- -------
ABSOLUTE SOFTWRE   ABT CN            107          (7)     24
APP PHARMACEUTIC   APPX US         1,105         (42)    260
ARBITRON INC       ARB US            162          (9)    (39)
ARRAY BIOPHARMA    ARRY US           136         (27)     54
BARE ESCENTUALS    BARE US           272         (25)    125
BLOUNT INTL        BLT US            485         (20)    119
BOEING CO          BAB BB         53,801      (1,264) (4,944)
BOEING CO          BA US          53,801      (1,264) (4,944)
BOEING CO-CED      BA AR          53,801      (1,264) (4,944)
CABLEVISION SYS    CVC US          9,717      (4,966) (1,583)
CENTENNIAL COMM    CYCL US         1,432      (1,021)    101
CHENIERE ENERGY    LNG US          3,049        (266)    423
CHENIERE ENERGY    CQP US          2,021        (312)    179
CHOICE HOTELS      CHH US            350         (91)     (8)
CLOROX CO          CLX US          4,398        (403)   (389)
CROWN HOLDINGS I   CCK US          6,749        (317)    385
CV THERAPEUTICS    CVTX US           392        (226)    286
DEXCOM             DXCM US            43         (27)     22
DISH NETWORK-A     DISH US         7,177      (2,129) (1,318)
DOMINO'S PIZZA     DPZ US            441      (1,437)     84
DUN & BRADSTREET   DNB US          1,642        (554)   (206)
ENERGY SAV INCOM   SIF-U CN          464        (263)    (92)
EXELIXIS INC       EXEL US           255         (23)     (1)
EXTENDICARE REAL   EXE-U CN        1,621         (31)    125
FERRELLGAS-LP      FGP US          1,510         (12)   (114)
GARTNER INC        IT US           1,115         (15)   (253)
GENCORP INC        GY US           1,014         (22)     66
HEALTHSOUTH CORP   HLS US          1,980        (874)   (218)
IMAX CORP          IMAX US           238         (91)     41
IMAX CORP          IMX CN            238         (91)     41
INCYTE CORP        INCY US           265        (177)    216
INDEVUS PHARMACE   IDEV US           256        (136)      8
INTERMUNE INC      ITMN US           206         (92)    134
ION MEDIA NETWOR   IION US         1,137      (1,621)     96
KNOLOGY INC        KNOL US           647         (44)     13
LINEAR TECH CORP   LLTC US         1,498        (306)    991
MEDIACOM COMM-A    MCCC US         3,688        (279)   (311)
MOODY'S CORP       MCO US          1,772        (996)   (576)
NATIONAL CINEMED   NCMI US           569        (476)     86
NAVISTAR INTL      NAV US         10,390      (1,495)  1,660
NPS PHARM INC      NPSP US           202        (208)     90
OCH-ZIFF CAPIT-A   OZM US          2,224        (173)    N.A
OSIRIS THERAPEUT   OSIR US            29          (8)    (14)
OVERSTOCK.COM      OSTK US           172          (3)     40
PALM INC           PALM US           661        (151)    (40)
REGAL ENTERTAI-A   RGC US          2,557        (224)   (112)
RENAISSANCE LEA    RLRN US            57          (5)    (15)
REVLON INC-A       REV US            877        (999)      8
ROTHMANS INC       ROC CN            545        (213)    102
SALLY BEAUTY HOL   SBH US          1,527        (697)    367
SONIC CORP         SONC US           818         (55)     (9)
SUCCESSFACTORS I   SFSF US           168          (3)      4
SUN COMMUNITIES    SUI US          1,222         (28)    N.A
SYNTA PHARMACEUT   SNTA US            91         (35)     58
TAUBMAN CENTERS    TCO US          3,182         (20)    N.A
TEAL EXPLORATION   TL CN              70         (36)    (80)
TEAL EXPLORATION   TEL SJ             70         (36)    (80)
THERAVANCE         THRX US           255        (125)    184
UAL CORP           UAUA US        20,731      (1,282) (1,583)
US AIRWAYS GROUP   LCC US          7,214        (505)   (626)
UST INC            UST US          1,402        (326)    237
WEIGHT WATCHERS    WTW US          1,110        (901)   (270)
WESTERN UNION      WU US           5,578          (8)    528
WR GRACE & CO      GRA US          3,876        (354)    965
YUM! BRANDS INC    YUM US          6,506        (112)   (778)



                            *********

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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