TCR_Public/090213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 13, 2009, Vol. 13, No. 43

                            Headlines

140 ASSOCIATES: Court Dismisses Chapter 11 Bankruptcy Case
515 SEABREEZE: Case Summary & Five Largest Unsecured Creditors
ABITIBIBOWATER INC: Starts Exchange Offer for $1.8BB Securities
AGAPE WORLD: Creditors File Ch. 7 Petition, Trustee Sought
ALERIS INT'L: Files for Bankruptcy; Secures $1.075BB DIP Loan

ALERIS INT'L: Case Summary & 30 Largest Unsecured Creditors
ALLBRITTON COMMUNICATIONS: Moody's Confirms 'B3' Corporate Rating
ALTERNATIVE ASSET: Receives Delisting Notice from NYSE Alternext
AMERICAN AXLE: Barrow Hanley & Dimensional Fund Disclose Stake
AMERICAN HOME: Wins Confirmation of Ch. 11 Liquidating Plan

AMERICAN INT'L: To Sell Japanese Headquarters; Faces Probe in UK
AMERLINK LTD: Case Summary & 20 Largest Unsecured Creditors
APPCO: Files for Chapter 11 Bankruptcy Protection
ARLINGTON RIDGE: May Obtain $30,000 to Fund Completion of Home
AUTOBACS STRAUSS: Section 341(a) Meeting Slated for March 3

AXION INTERNATIONAL: Gets $560,000 Contract from Major US Railway
BANK OF AMERICA: Merrill Moved Up Bonus Date, Says Andrew Cuomo
BASIN WATER: Receives Notice of Compliance From Nasdaq
BEAZER HOMES: Posts $80 Million Net Loss in Quarter Ended Dec. 31
BEAZER HOMES: Deutsche Bank & Tontine Entities Disclose Stake

BELDEN INC: Moody's Cuts Senior Subordinated Notes Rating to Ba2
BUFFALO THUNDER: S&P Cuts Ratings to 'CCC'; May Not Be Able to Pay
CABLEVISION SYSTEMS: Dolan Discloses Ownership of 396,561 Shares
CABLEVISION SYSTEMS: Expects $375-$450 Million Impairment Charges
CARAUSTAR INDUSTRIES: Difficult Env't Cues S&P's Junk Rating

CDS MANUFACTURING: Case Summary & 14 Largest Unsecured Creditors
CELL THERAPEUTICS: Issues 6,634 Shares of Series F Preferred Stock
CHARTER COMMUNICATIONS: Eyes $1.7BB 4th Qrtr. Pro Forma Revenues
CHARTER COMMUNICATIONS: Will File for Bankruptcy by April 1
CHARTER COMM: Likely to File, Says Moody's; Rating Down to 'Caa3'

CHESAPEAKE ENERGY: Fitch Assigns 'BB' Rating on Sr Notes Offering
CHOCTAW RESORT: Moody's Confirms Corporate Family Rating at 'B1'
CHRYSLER LLC: Says Auto Sales May Remain 10MM Annually in 4 Years
CHRYSLER LLC: Unit to Borrow C$1Bil. from Canada; Plan Due Feb. 20
CHRYSLER LLC: Goes to Foreign Rivals for Labor Costs Data

CITIGROUP INC: NY Lawmakers Defend $400-Mil. Deal With Mets
CLEARWATER NATURAL: Files Schedules of Assets and Liabilities
CONGOLEUM CORP: Dimensional Fund Discloses 3.37% Equity Stake
CONSTAR INTERNATIONAL: Can Hire Greenhill as Financial Advisor
CROSS LAKE: Canadian Court Extends CCAA Protection to April 15

DELTA MUTUAL: Peralta Appointed as President, CEO and Chairman
EDUCATION MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
ELIZABETH ARDEN: Decline in Sales Won't Affect S&P's 'BB-' Rating
FIRST METALS: Globex Discloses Debtor's Talks with Stakeholders
FLINTKOTE COMPANY: Wants Plan Filing Period Extended to April 30

FOOTHILL RESOURCES: Files for Chapter 11 in Delaware
FORD MOTOR: Investors May Want Firm to Seek Gov't Bailout
FOREST OIL: Moody's Assigns 'B1' on $350 Mil. Unsecured Notes
FOREST OIL: S&P Assigns 'BB-' Rating on $350 Mil. Senior Notes
FUSION TELECOM: NYSE Alternext Issues Notice of Delisting

FREESCALE SEMICONDUCTOR: Fitch Downgrades Issuer Rating to 'C'
GENERAL GROWTH: Continues to Seek Debt Payment Deadline Extension
GENERAL MOTORS: Bondholders May Recover 50 Cents on the Dollar
GLEASON/MADDEN PARTNERSHIP: Involuntary Chapter 11 Case Summary
GOODY'S LLC: Panel Taps Cooley Godward as Lead Bankruptcy Counsel

GOODY'S LLC: U.S. Trustee Holds Section 341(a) Meeting on March 4
GOODY'S LLC: Wants to Hire Skadden Arps as Special Counsel
GOODY'S LLC: Wants Schedules, Statements Filing Moved to March 14
GOODY'S LLC: Wants DJM Asset as Special Real Estate Consultant
GREATER OHIO ETHANOL: Has Another Buyer For Lima Ethanol Plant

HARTMARX CORP: Creditors Panel Can Hire Neal Gerber as Counsel
HARTMARX CORPORATION: Taps Skadden Arps as Bankruptcy Counsel
HCA INC: Fitch Assigns 'B+' Rating on $300 Mil. Proposed Notes
HCA INC: Moody's Assigns 'B2' Rating on Proposed $100 Mil. Notes
HCA INC: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes

HOUGHTON MIFFLIN: S&P Junks Rating on 1st-Lien Credit Facilities
JOBSON MEDICAL: Deteriorating EBITDA Cues Moody's Junk Rating
LEHMAN BROTHERS: Examiner Gets to Issue Subpoenas, Demand Docs.
LEHMAN BROTHERS: Seeks to Inject $272M to Woodlands to Keep Stake
LEHMAN BROTHERS: Replaced as Lead Lender in Maui Land's Loan

LENOX GROUP: Disclosure Hearing Suspended Due to Funding Delays
LIGHTPOINT CLO: Moody's Reviews Ratings on Notes for Likely Cuts
MGM MIRAGE: Fitch Downgrades Issuer Default Rating to 'B'
MGT CAPITAL: Failure to Hold Shareholders Meeting Cues NYSE Notice
MIDWAY GAMES: Files for Chapter 11 Bankruptcy Protection

MIDWAY GAMES: Case Summary & 30 Largest Unsecured Creditors
MILLENNIUM TRANSIT: Seeks Court OK on 4th DIP Loan From J. Ludvik
MONEYGRAM INT'L: Board Names Pam Patsley As Executive Chairman
MONEYGRAM INT'L: Board Names Anthony Ryan as President and CEO
NOVA BIOSOURCE: Receives Delisting Notice From NYSE

PETTERS CO: Panel Taps Brattle Group as Valuation Consultants
PETTERS COMPANY: Panel May Retain Huron as Financial Advisor
PHH CORP: Loses Investment Grade Status; S&P's Down to 'BB+/B'
PLIANT CORPORATION: Wants to Access $75 Million BoNY DIP Facility
PLIANT CORP: Taps Epiq Bankruptcy as Claims and Noticing Agent

PLIANT CORP: Files Prepackaged Plan and Disclosure Statement
POLYMER GROUP: S&P Downgrades Corporate Credit Rating to 'B'
POLYONE CORPORATION: S&P Downgrades Corp. Credit Rating to 'B-'
POMARE LTD: Gets Final Ok to Borrow $5 Million from North Tustin
PULTE HOMES: Board Appoints Michael J. Schweninger as VP

QUALITY DISTRIBUTION: S&P Gives Neg. Outlook; Affirms 'B-' Rating
RATHGIBSON INC: Liquidity Concerns Prompt Moody's Junk Ratings
ROBERT ZVEIBIL: Case Summary & 10 Largest Unsecured Creditors
SEMGROUP LP: Asphalt Biz Sale Could Violate Lender's Forbearance
SHANDONG ZHOUYUAN: Completes CNY1-Mil. Financing with Investors

SIRIUS XM: Seeks Liberty Media's Help to Fend Off Charles Ergen
SUPERIOR OFFSHORE: Implements Joint Liquidation Plan
SYNAGRO TECHNOLOGIES: Tight Liquidity Prompts S&P to Junk Rating
TICKETMASTER ENTERTAINMENT: S&P Puts BB+ Rating on Negative Watch
TOWN & COUNTRY: Voluntary Chapter 11 Case Summary

UTAH 7000: Promontory Utah Project Headed for Confirmation
XERIUM TECHNOLOGIES: S&P Gives Neg. Outlook; Affirms 'B-' Rating
WORLDSPACE INC: Extends DIP Credit Maturity Date to Feb. 27
YOUNG BROADCASTING: Foregoes $4.5 Million Interest Payment

* January Retail & Food Sales "Unexpectedly" Expand 1.1%
* Not All Involuntary Petitioners Liable for Costs

* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story

                            *********

140 ASSOCIATES: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
Hon. Paul G. Hyman of the U.S. Bankruptcy for the Southern
District of Florida has dismissed 140 Associates, Ltd.'s Chapter
11 bankruptcy case.

According to South Florida Business, Judge Hyman entered the
ruling at the request of Seacoast National Bank, which holds a
$4 million foreclosure judgment against Boca Raton developer
Gregory K. Talbott and 140 Associates.

South Florida Business says that 140 Associates filed for Chapter
11 reorganization in November.  South Florida Business states that
a foreclosure sale on 140 Associates' 7,581-square-foot building
at 140 N. Federal Highway in Boca Raton was set for December 1.  
According to the report, the property houses the headquarters of
Talbott Realty and a branch of Colonial Bank.  The report states
that Seacoast National argued that the bankruptcy filing was made
in bad faith because the only major asset is the property, and
most of the claims are the secured mortgage.

                      About 140 Associates

Boca Raton, Florida-based 140 Associates, Ltd., owns a 7,581-
square-foot building at 140 North Federal Highway.  The property
houses Talbott Realty and a branch of Colonial Bank.  The company
filed for Chapter 11 protection on Nov. 26, 2008 (Bank. S. D. Fla.
Case No. 08-28142).  Joey Michael Grant, Esq., at Padula & Grant,
PLLC, represents the company in its restructuring effort.  The
company listed assets of $1,000,001 to $10,000,000 and debts of
$1,000,001 to $10,000,000.


515 SEABREEZE: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 515 Seabreeze, LLC
        5300 NW 12th Ave #1
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 09-12322

Chapter 11 Petition Date: February 10, 2009

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Andrew J. Nierenberg, Esq.
                  ajn1000@aol.com
                  1500 San Remo Avenue #125
                  Coral Gables, FL 33146
                  Tel: (305) 785-8015

Total Assets: $15,085,000

Total Debts: $3,867,029

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Gordon Company                                   $60,000
c/o Joseph Ganguzza Assocs.
1 SE 3 Avenue #2150
Miami, FL 33131

Coker & Feiner                                   $5,307
1404 S. Andrews Avenue
Ft. Lauderdale, FL 33316

Waste Management                                 $800
3831 NW 21 Avenue
Pompano Beach, Fl 33073

Reliable Fire Alarm                              $800

City of Ft. Lauderdale                           $392

The petition was signed by Leonard J. Mercer, Jr., manager.


ABITIBIBOWATER INC: Starts Exchange Offer for $1.8BB Securities
---------------------------------------------------------------
AbitibiBowater Inc. disclosed February 9 the commencement of
private offers to exchange certain outstanding series of unsecured
notes issued by its Bowater Incorporated subsidiary, in a private
placement, for new notes.  The eligible series of Existing Notes
consist of:

   * 9.00% Debentures due 2009;

   * Floating Rate Senior Notes due 2010;

   * 7.95% Notes due 2011 issued by Bowater Canada Finance
     Corporation, a wholly-owned subsidiary of Bowater;

   * 9.50% Debentures due 2012;

   * 6.50% Notes due 2013; and

   * 9.375% Debentures due 2021.

The Exchange Notes will be issued by Bowater Finance II LLC, an
indirect wholly owned subsidiary of AbitibiBowater, and will
consist of:

   * 10.00% Second Lien Notes due January 31, 2012; and

   * 10.50% Third Lien Notes due March 31, 2012.

The Exchange Offers are being made only to qualified institutional
buyers inside the United States and to certain non-U.S. investors
located outside the United States.

The Company is also soliciting consents to amend the indentures
governing the Existing Notes to eliminate the covenants in such
indentures relating to liens, secured debt and sale and leaseback
transactions.

The Exchange Offers and Consent Solicitation will expire at
11:59 p.m., New York City time, on March 9, 2009, unless extended.  
Tendered Existing Notes may be validly withdrawn at any time prior
to the Expiration Date but not thereafter.

Concurrently with the Exchange Offers and the Consent
Solicitation, Bowater Finance is offering to Eligible Holders of
Existing Notes, in a "Concurrent Notes Offering," new 15.50% First
Lien Notes due November 15, 2011.  Holders of Existing Notes that
tender some or all of their Existing Notes in the Exchange Offers
will have the right, but not the obligation, to subscribe for a
portion of the First Lien Notes being offered.

Holders that subscribe for First Lien Notes in the Concurrent
Notes Offering will receive consideration consisting of an
additional principal amount of Exchange Notes for their Existing
Notes tendered and accepted in the Exchange Offers and a
subscription fee payable in an additional principal amount of
First Lien Notes.  The maximum aggregate subscription amount for
First Lien Notes that will be accepted in the Concurrent Notes
Offering (i.e., cash proceeds to the issuer) is $211.2 million.

Separately, Bowater Finance has entered into a note purchase
agreement with a private institutional investor pursuant to which
the investor has agreed to purchase, on a private placement basis,
$80 million principal amount of First Lien Notes for a purchase
price of $80 million.  Such offer is a separate private placement
of First Lien Notes to the institutional investor in addition to
the Concurrent Notes Offering, and will be made contemporaneous
with and contingent upon the Exchange Offers and the Concurrent
Notes Offering.

Net cash proceeds from both the Concurrent Notes Offering and the
additional private placement will be used to repay amounts
outstanding under Bowater's bank credit facilities.

For each $1,000 principal amount of Existing Notes validly
tendered (and not validly withdrawn) and accepted for exchange and
for which the holder elects to subscribe for First Lien Notes in
the Concurrent Notes Offering, such holder will receive the
principal amount and form of Exchange Notes:

   SUBSCRIBING TENDERS

   EXISTING NOTES     PRINCIPAL AMOUNT      FORM OF
   TENDERED           OF EXCHANGE NOTES     EXCHANGE NOTES(1)
   --------------     -----------------     -----------------  
   2009 NOTES         $800                  SECOND LIEN NOTES
   2010 NOTES         $700                  THIRD LIEN NOTES
   2011 NOTES         $650                  THIRD LIEN NOTES
   2012 NOTES         $600                  THIRD LIEN NOTES
   2013 NOTES         $575                  THIRD LIEN NOTES
   2021 NOTES         $550                  THIRD LIEN NOTES

The form of exchange notes does not include First Lien Notes
subscribed for in Concurrent Notes Offering.

For each $1,000 principal amount of Existing Notes validly
tendered and accepted for exchange and for which the holder does
not elect to subscribe for First Lien Notes in the Concurrent
Notes Offering, that holder will receive the principal amount and
form of Exchange Notes:

   NON-SUBSCRIBING TENDERS

   EXISTING NOTES     PRINCIPAL AMOUNT      FORM OF
   TENDERED           OF EXCHANGE NOTES     EXCHANGE NOTES(1)
   --------------     -----------------     -----------------  
   2009 NOTES         $750                  THIRD LIEN NOTES
   2010 NOTES         $650                  THIRD LIEN NOTES
   2011 NOTES         $600                  THIRD LIEN NOTES
   2012 NOTES         $550                  THIRD LIEN NOTES
   2013 NOTES         $525                  THIRD LIEN NOTES
   2021 NOTES         $500                  THIRD LIEN NOTES

The Exchange Offers are conditioned upon, among other things,
there being validly tendered and not validly withdrawn on or prior
to the Expiration Date, greater than 97% in aggregate principal
amount of 2009 Notes and 2010 Notes, and greater than 50% in
aggregate principal amount of 2011, 2012, 2013 and 2021 Notes.  
However, this condition may be waived by Bowater Finance under
certain circumstances.  In addition, Bowater Finance has the right
to terminate or withdraw any of the Exchange Offers at any time
and for any reason, including if any of the conditions is not
satisfied.

The New Notes will be senior secured obligations of Bowater
Finance, and will be guaranteed by AbitibiBowater, Bowater,
Bowater Newsprint South LLC, a wholly owned subsidiary of
AbitibiBowater, and by certain other subsidiaries of Bowater and
Newsprint South.

The New Notes have not been and will not be registered under the
Securities Act of 1933 or any state securities laws, may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements, and will
therefore be subject to substantial restrictions on transfer.
Bowater Finance will enter into a registration rights agreement
pursuant to which it will agree to file an exchange offer
registration statement with the Securities and Exchange Commission
with respect to the New Notes.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.  
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action,
according to Moody's, was prompted by AbitibiBowater's weakened
liquidity position and the deteriorating economic and industry
conditions.  "The Caa3 corporate family ratings of Abitibi and
Bowater reflect a heightened probability of default in the near
term given the anticipated challenges of refinancing or paying
down their significant short term debt obligations through asset
sales, either of which may prove to be difficult in the current
market environment." The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


AGAPE WORLD: Creditors File Ch. 7 Petition, Trustee Sought
----------------------------------------------------------
Investors claiming of being defrauded in an alleged Ponzi Scheme
by Nicholas Cosmo have filed a petition to send Mr. Cosmo's firm
Agape World Inc., to Chapter 7 liquidation.

The investors have requested for a trustee that would take over
Agape World's estates.  Bloomberg's Bill Rochelle relates that
according to the petitioners, Mr. Cosmo told investors he would
use their money to make bridge loans for real estate and
construction projects.  He promised returns up to 80 percent in as
little as 90 days, the creditors alleged in their motion for a
trustee.

According to Bloomberg, if the bankruptcy court grants the motion,
a trustee will be appointed even before the company is officially
declared bankrupt.  The bankruptcy judge, the report says, already
signed an order prohibiting any transfers of company property.

As reported by the Feb. 12 issue of the Troubled Company Reporter,
Newsday.com said that five investors claiming of being defrauded
in an alleged $380 million scam by Mr. Cosmo have asked the Hon.
Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern
District of New York to force his company, Agape World Inc., into
bankruptcy court protection.

Newsday.com relates that Mr. Cosmo was arrested in January for
allegedly masterminding the Ponzi scheme and is being held in
jail.  According to Newsday.com, the investors are seeking to
recover whatever money may be left in Agape World. Court documents
say that about $746,000 remains from the money collected by Mr.
Cosmo and other associates in Agape World.

Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/
-- is a private bridge lender since 1999.


ALERIS INT'L: Files for Bankruptcy; Secures $1.075BB DIP Loan
-------------------------------------------------------------
Aleris International, Inc., and its wholly-owned U.S. subsidiaries
have filed petitions for voluntary reorganization under Chapter 11
of the U.S. Bankruptcy Code as a result of financial constraints
related to deteriorating demand, earnings, and liquidity caused by
the steep decline in global economic conditions. The filing was
made today in the U.S. Bankruptcy Court in Delaware. The Company's
European, Asian, South American, Mexican and Canadian operations
were not included in the filing.

To fund its global operations during the restructuring, Aleris has
secured $1.075 billion of debtor-in-possession financing. Subject
to court approval, the DIP credit facilities include a new $500
million term loan and a $575 million revolving credit facility
that replaces the Company's previous revolving credit facility.
These will be used for the Company's normal operating and working
capital requirements, including employee wages and benefits,
supplier payments, and other operating expenses during the
reorganization process.  The Company believes that the DIP credit
facility provides sufficient funds for its reorganization effort
under Chapter 11.

"We have moved aggressively to reduce our costs and eliminate
capacity to offset the negative effects of the global economic
slowdown.  However, given the unpredictability of the speed and
severity of the downturn over the last few months, these actions
were not sufficient to counter the combination of challenges
Aleris faces, including a sharp deterioration in demand for our
products by the automotive, housing, and general industrial
products sectors and an unprecedented decline in aluminum prices
which limited our borrowing ability," said Steven J. Demetriou,
Aleris Chairman and CEO.  "After careful deliberation with our
advisors, the Company's Board of Directors concluded that seeking
the protection of Chapter 11 for our U.S. operations is the only
option to preserve and maximize value for all of our economic
stakeholders.  This should allow us the time to work through the
current dislocations and the opportunity to pursue a financial and
operational restructuring that creates a more competitive
foundation for the long term.

"While we regret the need to take this difficult step, we believe
a financial recalibration is necessary for us to resume a path of
growth and continue to build a global aluminum enterprise that
will endure.

"Aleris is conducting business as usual across the Company,"
continued Mr. Demetriou. "Our customers can continue to have
confidence that they will receive their orders on time and as
specified. Our suppliers can expect timely payment in full for all
goods and services provided from today forward. Furthermore, we
have petitioned the Court for customary first day orders, which
will ensure that our employees will be paid in full and on the
normal schedule and that our operations will function normally and
without any disruption."

Aleris reported total assets of approximately $4.9 billion and
total liabilities of approximately $4.2 billion, on a consolidated
basis, as of September 30, 2008.

                    About Aleris International

Aleris International, Inc. is a global leader in aluminum rolled
products and extrusions, aluminum recycling and specification
alloy production.  Headquartered in Beachwood, Ohio, a suburb of
Cleveland, the Company operates over 40 production facilities in
North America, Europe, South America and Asia, and employs
approximately 8,400 employees.


ALERIS INT'L: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aleris International, Inc.
        aka IMCO Recycling Inc.
        25825 Science Park Drive, Suite 400
        Beachwood, OH 44122

Bankruptcy Case No.: 09-10478

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Alchem Aluminum Shelbyville Inc.                   09-10479
Alumitech of West Virginia, Inc.                   09-10480
Alchem Aluminum, Inc.                              09-10481
Alumitech, Inc.                                    09-10482
Alchem Aluminum Europe, Inc.                       09-10483
AWT Properties, Inc.                               09-10484
CA Lewisport, LLC                                  09-10485
Aleris Aluminum U.S. Sales, Inc.                   09-10486
CI Holdings, LLC                                   09-10487
IMCO Investment Company                            09-10488
Commonwealth Aluminum Concast, Inc.                09-10489
Aleris Blanking and Rim Products, Inc.             09-10490
Commonwealth Aluminum Lewisport, LLC               09-10491
IMCO Management Partnership, L.P.                  09-10492
Aleris Light Gauge Products, Inc.                  09-10493
Commonwealth Aluminum Metals, LLC                  09-10494
IMCO Recycling of California, Inc.                 09-10495
Commonwealth Aluminum Sales Corporation            09-10496
Aleris Nevada Management, Inc.                     09-10497
IMCO Recycling of Idaho, Inc.                      09-10498
Alumitech of Cleveland, Inc.                       09-10499
Aleris Ohio Management, Inc.                       09-10500
Commonwealth Aluminum Tube Enterprises, LLC        09-10501
Aleris, Inc.                                       09-10502
IMCO Recycling of Illinois Inc.                    09-10504
Commonwealth Aluminum, LLC                         09-10505
Alumitech of Wabash, Inc.                          09-10506
Alsco Holdings, Inc.                               09-10507
Commonwealth Industries, Inc.                      09-10508
IMCO Recycling of Indiana Inc.                     09-10509
ETS Schaefer Corporation                           09-10510
Alsco Metals Corporation                           09-10511
IMCO Recycling of Michigan L.L.C.                  09-10512
IMCO Indiana Partnership L.P.                      09-10513
IMCO Recycling of Ohio Inc.                        09-10514
Wabash Alloys, L.L.C.                              09-10515
IMCO Recycling of Utah Inc.                        09-10516
IMCO International, Inc.                           09-10517
Silver Fox Holding Company                         09-10518
IMCO Recycling Services Company                    09-10519
Rock Creek Aluminum, Inc.                          09-10520
IMSAMET, Inc.                                      09-10521

Related Information: The Debtors produce and sell aluminum rolled
                     and extruded products.  The Debtors operate
                     primarily through two reportable business
                     segments: (i) global rolled and extruded
                     products and (ii) global recycling.  In
                     addition, the Debtors operate 27 production
                     facilities in the United States with eight
                     production facilities that provided rolled
                     and extruded aluminum products and 19
                     recycling production plants.

Chapter 11 Petition Date: February 12, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Stephen Karotkin, Esq.
                  Debra A. Dandeneau, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com

                           --- and ---

                  Richards Layton & Finger P.A.

Local Counsel: L. Katherine Good, Esq.
               good@rlf.com
               Paul Noble Heath, Esq.
               heath@rlf.com
               Richards, Layton & Finger, P.A.
               920 North King Street
               Wilmington, DE 19801
               Tel: (302) 651-7700
               Fax: (302) 651-7701

Financial Advisor: Moelis & Company LLC

Restructuring Advisor: Alvarez & Marsal LLC

Claims Agent: Kurtzman Carson Consultants LLC

The Debtors' financial condition as of Dec. 31, 2008:

Total Assets: $4,168,700,000

Total Debts: $3,978,699,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
La SalleBank National          9% Senior Notes   $600,000,000
Assocciation, as               due December 15,
Exchange-Agent                 2014   
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

La SalleBank National          10% Senior Sub.   $400,000,000
Assocciation, as               Notes due
Exchange-Agent                 December 15, 2014   
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

La SalleBank National          9% Senior Notes   $105,400,000
Assocciation, as               due December 15,
Exchange-Agent                 2014   
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

Rusal America Corporation      Trade Vendor      $7,849,616
Attn: Bruce Markowitz,
      President
550 Mamaroneck Avenue
Suite 301
Harrison, NY 10528

Glencore Ltd.                  Trade Vendor      $7,028,470
301 Tresser Blvd, Suite 1400
Stamford, CT 06901

JPMorgan Chase. Bank           7.65% Revenue     $5,740,000
as Trustee Services            Bonds due May 1,
Attn: Institutional Trust      2016- Series 1996
600 Travis Street, Suite 1100
Houston, TX 77002

JPMorgan Chase. Bank           7.45% Revenue     $4,600,000
as Trustee Services            Bonds due May 1,
Attn: Institutional Trust      2022- Series 1998
600 Travis Street, Suite 1100
Houston, TX 77002

JPMorgan Chase. Bank           6.00% Revenue     $4,100,000
as Trustee Services            Bonds due May 1,
Attn: Institutional Trust      2023- Series 1998
600 Travis Street, Suite 1100
Houston, TX 77002

McKinsey & Company             Trade Vendor      $2,555,000
Attn: Ian Davis, Managing
      Director
21 K. Clark Street, Suite 2900
Chicago,IL60603

United Scrap Metal Inc.        Trade Vendor      $2,213,593
Attn: Marsha Serlin, President
1545 S. Cicero Avenue
Metal Buyers & Recyclers
Cicero, IL 60804

Schnitzer Northeast            Trade Vendor      $2,070,678
c/o Schnitzer Steel Industries
Attn: Rich Josephson, Legal
      Department
3200 NW Yean Avenue
Portland, OR 97210

Huron Valley Steel             Trade Vendor      $1,894,374
Corporation
Attn: Leonard Fritz,
      President
1670 Fritz Drive
Trenton, MI48183
Magnetics Division

Commercial Metals Company      Trade Vendor      $1,580,954
Attn: Murray R. McClean
6565 N. Macarthur Blvd.
Suite 800
Irving, TX 75039


Ferropem-Silicon Division      Trade Vendor      $1,455,262
Attn: Tim Chimera, Manager
60 Public Square, Suite 350
Medina, OH 44256

The David Joseph' Company      Trade Vendor      $1,246,825
Attn: James H. Goetz, Chief
      Financial Officer
120 East Pete Rose Way
Suite 350
Cincinnati, OH 45202

Honda Trading America          Trade Vendor      $1,231,776
Corporation
Attn: Motchide Sudo,
President
700 Clover Road
Lincoln, AL 35096

H & H Sheet Metal              Trade Vendor      $1,186,264
Fabricators Inc.
355 Payton Street
Russellville. KY 42276

Noble America Corporation      Trade Vendor      $1,067,053
Attn: James Emanuele,
      President
PO Box 8500-221
Lockbox 2211
401 Market Street
Philadelphia, PA 19178

Sims Metal Management Inc.     Trade Vendor      $1,038,316
Attn: Rob Larry, Chief
      Financial Officer
2169 Payshere Circle
Chicago, IL 60674

Midwest Iron & Metal           Trade Vendor      $975,899
Company Inc.
Attn: Joel Frydman; Chief
      Executive Officer
PO Box 546
Dayton, OH 45401

PPG Industries Inc.            Trade Vendor      $920,538
Attn: Charles E. Bunch
6125 Industrial Parkway
PO Box 2757
Whitehouse, OH 43571

Omnisource Corporation         Trade Vendor      $863,265
Attn: Gary E. Rohrs, Chief
      Financial Officer
Toledo - Ferrous Division
2453 Hill Avenue
Toledo, OH 43607

Dantherm Filtration Inc.       Trade Vendor      $853,343
Attn: Carsten Christensen,
       Chief Financial Officer
PO Box 29
102 Transit Avenue
Thomasville, NC 27361

Metal Conversions Ltd.         Trade Vendor      $&40,486
Attn: Rob Carey, President
849 Crawford Avenue N
Mansfield, OH 44905

Smelter Service Corporation    Trade Vendor      $824,522
Attn: Bill Toler, President
401 Frederica Street
Suite 104B
Owensboro, KY 42301

WorldWide Integrated Supply    Trade Vendor      $808,856
Chain Solutions
Attn: Tim Annett, President
3611 109th Street
Urbandale, IA 50322

Schnitzer Southeast LLC        Trade Vendor      $797,327
c/o Schnitzer Steel
    Industries
Attn: Rich Josephson, Legal
      Department
3200 NW Yeon Avenue
Portland, OR 91210

Northeast Metal Traders Inc.   Trade Vendor      $773,175
Attn: Ronald W. Greller
7345 Milnor Street
Philadelphia, PA 19136

Ford Motor Company Ltd.        Trade Vendor      $683,014
Attn: Lewis W. K. Booth,
      Chief Financial Officer
1 American Road
Dearborn, MI 48126

Metal Exchange Corporation     Trade Vendor      $679,599
Attention: Morris S. Lefton,
           President
PO Box 7446M
SI Louis, MO 63195

The petition was signed by Sean M. Stack, president.


ALLBRITTON COMMUNICATIONS: Moody's Confirms 'B3' Corporate Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed the B3 corporate family rating
of Allbritton Communications Company following the company's
February 5 execution of an amendment to its bank credit facility
(with an effective date of December 31, 2008).

The amendment mitigates concern about covenant compliance for the
December 2008 quarter.  It also materially restricts the potential
for distributions to the parent company over the intermediate term
and will result in the application of free cash flow to debt
reduction, in Moody's opinion.  This action concludes the review
for possible downgrade commenced on
January 30, 2009.  The confirmation of the B3 corporate family
rating assumes no material change to the capital structure over
the intermediate term.  Moody's changed the outlook to negative,
based on Moody's expectation that Allbritton could face challenges
complying with the revised financial covenants throughout 2009.

A summary of the actions follows.

Allbritton Communications Company

  -- Corporate Family Rating, Confirmed at B3

  -- Probability of Default Rating, Confirmed at B3

  -- Senior Subordinated Bonds, Confirmed at Caa1, LGD4, 58%

  -- Outlook, Changed To Negative From Rating Under Review

Allbritton's B3 corporate family rating reflects some tolerance
for modest increases in financial leverage over current levels,
albeit not sustained, due to continued pressure on its revenue.  
This pressure primarily results from cyclical advertising
spending.  Furthermore, while Moody's expect distributions to the
parent company to moderate over the intermediate term, the
historic pattern of distributions weakened credit metrics and
pressured the company's ability to comply with the financial
covenants in its credit facility.  Moody's expect covenant
compliance to remain challenging (notwithstanding the February
2009 amendment) and estimate covenants will likely preclude full
borrowing under the revolving credit facility.

The rating also incorporates the risks of the company's revenue
concentration in the Washington, DC market, its lack of network
diversity, and long term secular pressures as the proliferation of
new media fragments audiences and these non-traditional media
compete for advertising dollars.  Allbritton's strong market
position in local broadcast television that leads to solid EBITDA
margins and the capacity to generate positive free cash flow, as
well as its ownership of NewsChannel 8, which lends some revenue
stability, support the rating.  Moody's believes Allbritton can
maintain EBITDA margins close to 30% (as per Moody's standard
adjustments) due to the combination of recently executed cost cuts
and the achievement of profitability for Politico, also a positive
for the rating.

The last rating action was on January 30, 2009, when Moody's
lowered Allbritton's corporate family rating to B3 from B1 and
placed ratings on review for possible downgrade.

Allbritton Communications Company, headquartered in Arlington,
Virginia, owns and operates television stations affiliated with
ABC in seven geographic markets.  The company also owns
NewsChannel 8, a 24 hour basic cable channel primarily focused on
local news for DC area, and Politico, a specialized newspaper and
Internet site that serves Congress, congressional staffers, and
others interested in the political electoral process.  Joe L.
Allbritton indirectly controls the company, and its annual revenue
is approximately $225 million.


ALTERNATIVE ASSET: Receives Delisting Notice from NYSE Alternext
----------------------------------------------------------------
Alternative Asset Management Acquisition Corp. on February 10,
2009, received a deficiency letter from the NYSE Alternext US LLC
indicating that it was not in compliance with Section 704 of the
NYSE Alternext US Company Guide because the Company did not hold
an annual meeting of its stockholders during the year ended
December 31, 2008.

The Company has been afforded the opportunity to submit a plan to
the Exchange by March 10, 2009 advising the Exchange of actions
taken, or to be taken, to bring the Company into compliance with
Section 704 of the Company Guide by August 11, 2009. The Company
intends to submit a plan to the Exchange by March 10, 2009
explaining that, pursuant to the Company's charter, it must
consummate a business combination by August 1, 2009, or the
Company will dissolve and liquidate. As a result, the Company will
either hold an annual meeting of stockholders prior to August 1,
2009 or liquidate, in which case its securities would be delisted
from the Exchange.

If the plan is accepted, the Company will be able to continue its
listing, during which time the Company will be subject to
continued periodic review by the Exchange's staff. If the plan is
not accepted, the Exchange could initiate delisting procedures
against the Company.

Based in New York, Alternative Asset Management Acquisition Corp.
(NYSE Alternext US, Units: "AMV.U", Common Stock: "AMV," Warrants:
"AMV.WS") is a blank check company which was formed in 2007 for
the purpose of acquiring through a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination one or more businesses or assets.


AMERICAN AXLE: Barrow Hanley & Dimensional Fund Disclose Stake
--------------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss, Inc., disclosed in a
regulatory filing dated February 11, 2009, that it may be deemed
to beneficially own 54,305,000 shares of American Axle &
Manufacturing Holdings Inc.'s common stock or 8.85% of the total
stock outstanding.

Barrow, Hanley has:

   * sole power to vote or to direct the vote: 2,152,990 shares
   
   * shared power to vote or to direct the vote: 52,152,010
     shares

   * sole power to dispose or to direct the disposition of:
     54,305,000 shares

In a separate regulatory filing dated February 9, 2009,
Dimensional Fund Advisors LP disclosed that it may be deemed to
beneficially own 3,683,594 shares of American Axle's common stock
or 6.78% of the total stock outstanding.

Dimensional Fund, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager
to certain other commingled group trusts and separate accounts.

                      About American Axle

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

                         *     *     *

The Troubled Company Reporter reported on Jan. 29, 2009, that
American Bankruptcy Institute reported that Bankruptcy Research
firm KDP Investment Advisors said American Axle Manufacturing
Holdings Inc. is at high risk of filing for bankruptcy in the next
12 months as declining auto production further pressures the
supplier's earnings.

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


AMERICAN HOME: Wins Confirmation of Ch. 11 Liquidating Plan
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware confirmed the third amended chapter 11 plan
of liquidation of American Home Mortgage Investment Corp. and its
affiliates on February 11, 2009, Bill Rochelle of Bloomberg News
reports.

The Bankruptcy Court confirmed the Plan after a three-day
confirmation hearing despite strong objections by a committee of
borrowers.  The Committee argued that borrowers -- who were
victims of the Debtors' predatory lending practices -- never would
have a chance to file a claim were the plan confirmed.

The confirmation hearings were supposed to start January 28, but
the Debtors postponed it to February 9 to provide time to (i)
review the Official Committee of Borrowers' expert report, and
(ii) depose the Borrowers' Committee expert.

According to Mr. Rochelle, the Plan has different treatments for
creditors of the company and its affiliates.  He notes that while
secured creditors would be paid in full or according to their
settlement agreements, unsecured creditors of AHM Holdings are
expected to recover around 5 percent.  Unsecured creditors of most
other affiliates would see 1 percent or less.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
Aug. 15, 2008.

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


AMERICAN INT'L: To Sell Japanese Headquarters; Faces Probe in UK
----------------------------------------------------------------
American International Group Inc. has asked Merrill Lynch to help
sell its 15-story headquarters in Japan, Alison Tudor at The Wall
Street Journal reports, citing people familiar with the matter.

WSJ relates that AIG's Japanese headquarters is overlooking the
Imperial Palace and sits on some of the most expensive real estate
in the world.  According to the report, sources said that the
building could be sold for more than $1 billion.  The building is
near General MacArthur's headquarters, the report says.

Citing people familiar with the matter, WSJ states that the sale
process will start shortly.  The building, according to the
report, is one of the assets AIG is selling to help repay a loan
of as much as $60 billion it received from the U.S. government in
September 2008.  The report says that AIG had $38.6 billion
outstanding as of February 4.

According to WSJ, AIG has found it difficult to sell some
businesses, partly because it has been hard to value complex
financial instruments, but selling a building might be easier.

The financial crisis hasn't hit Japan's property market as hard as
other commercial centers, WSJ relates, citing analysts.  The
report states that the increase in the value of the yen against
the U.S. dollar means that any sale in Japan would be worth more
when the price is calculated in dollars.

WSJ quoted AIG Global Real Estate Investment Corp. President Kevin
Fitzpatrick as saying, "There has been a lot of buyer interest
from Japan, Asia and other parts of the world."

                 U.K. Gov't Investigates AIG

Ragnhild Kjetland at WSJ reports that the U.K's Serious Fraud
Office said on Thursday that it has launched a preliminary inquiry
into certain subsidiaries of AIG Financial Products Corp.  Citing
the SFO, WSJ states that inquiry involves the U.K.-based Financial
Services Authority, and doesn't concern AIG's foreign or domestic
insurance businesses.  The SFO, says WSJ, is cooperating with the
U.S. authorities that are already conducting separate
investigations.

SFO Director Richard Alderman said in a statement, "It is right
for us to look into the U.K. operations of AIG Financial Products
Corp., to determine if there has been criminal conduct.  We will
use our full range of powers to seek information and to speak to
those with an inside knowledge of the company's operations."

AIG said that it will cooperate fully with the SFO, which today
announced the launch of an inquiry into the UK business operations
of certain subsidiaries of AIGFP.

As previously disclosed, AIG began the process of unwinding
certain of AIGFP's and its subsidiaries' businesses and
portfolios, including those in the U.K., late last year.

There are approximately 370 employees in AIGFP worldwide who are
working on the winding down of the business.

                 About American International Group

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

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

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

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

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

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

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


AMERLINK LTD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AmerLink, Ltd.
        P.O. Box 669
        Battleboro, NC 27809

Bankruptcy Case No.: 09-01055

Type of Business: The Debtor is a homebuilder.

Chapter 11 Petition Date: February 11, 2009

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Stephani Wilson Humrickhouse, Esq.
                  shumrickhouse@nichollscrampton.com
                  Nicholls & Crampton, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

The Debtor's financial condition as of December 31, 2008:

Total Assets: $11,406,401

Total Debts: $20,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Horizon Trust &                ESOP Payments     $7,105,521
Investment Management
515 Franklin Square
Michigan City, IN 46360

Agnieszka and Alex             Contract          $2,500,000
Storozynski
5 Fairview Ave.
West Orange, NJ 07052

Gregory Reynolds               Contract          $2,500,000
36 Andrus Hollow Road
Arkville, NY 12406

Carroll County Virginia        Contract          $1,600,000
605-1 Pine Street
Hillsville VA 24343

Joseph Kintz                   Judgment          $835,000
Braidwood IL 60408

Michael Germinario             Contract          $500,000
PO Box 671
Windham, NY 12496

First South Bank               Guaranty of       $270,471
                               Harlingen Stables

Stock Building Supply          Contract          $212,236

Biltbest Windows               Vendor            $206,334

Bray Log & Lumber Co.          Vendor            $164,715

Epperson Lumber                Vendor            $157,690

John Newton                    Contract          $126,719

Nelco Nelco                    Vendor            $116,659

William Overman                Accounting        $104,851
Pierce LLP

MW Manufacturing               Vendor            $102,781

Lisa Suggs                     Deposit           $92,906

BlueLinx Corp                  Vendor            $69,570

Turman Lumber Company          Vendor            $62,043

DirecTv Inc.                   Contract          $60,970

Robert Thompson                Deposit           $55,406

The petition was signed by John M. Barth, president.


APPCO: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------
Jeff Keeling at Kingsport Times-News Online reports that Appco has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Eastern District of Tennessee.

Court documents say that Appco estimates that funds will be
available for distribution to unsecured creditors.  According to
Kingsport Times, Appco owes its five largest creditors more than
$1 million each.  Crescent Oil Co., Kingsport Times states, is
Appco's second largest creditor, which holds a $1.65 million
claim.  Kingsport Times says that Appco's owes a total of
$8.2 million to its top seven creditors, six of them supplied
fuel.  Appco owes grocery and tobacco supplier LP Shanks of
Crossville about $1.4 million, Kingsport Times relates.

Kingsport Times reports that Mark Dessauer, Esq., at Hunter, Smith
and Davis assists Appco in its restructuring efforts.

According to Kingsport Times, the Tennessee Lottery pulled its
machines and tickets from the Appco stores in December, and since
then Appcos have stopped offering gas and money orders.

Kingsport Times says that Appco CEO Marty Anderson said on January
2 that "last-minute legal details" had pushed a refinancing back
to January 5 or 6.

Blountville-based Appco owns a chain of convenience stores.  Titan
Global Holdings purchased Appco in September 2007.  Appco operates
55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.


ARLINGTON RIDGE: May Obtain $30,000 to Fund Completion of Home
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted Arlington Ridge LLC, and its debtor-affiliates, permission
to obtain postpetition financing in the amount of approximately
$30,000 from Wachovia Bank to fund the cost of finishing a home
located at a "Lot 164" property.  

The $30,000 will come from the funds that remain unused of the
initial $900,000 Wachovia DIP Loan that was granted on Dec. 30,
2008.

As reported in the Troubled Company Reporter on Jan. 27, 2009, the
Debtors filed with the Court on Jan. 14, 2009, an amended Joint
Chapter 11 Plan of Reorganization and a disclosure statement
explaining the Amended Plan.

The Plan contemplates the wind-down of the Debtors' business
operations and for the transition of those business operations and
the transfer of most of the Debtors' real estate and any related
permits and entitlements, to Wachovia, the principal secured
creditors of the Debtors.

The Plan, as amended, provides for the payment in full of the
general unsecured claims of all non-insider creditors.  It leaves
unimpaired the claims of the Arlington Ridge Community Development
District (CDD), a public entity created pursuant to the Florida
Statutes, and the claims of the Lake County Tax Collector for ad
valorem real property taxes.

To permit the Plan to be confirmed, the Prepetition Claims of
Insiders and Affiliates will be cancelled, and the Insider DIP
Lender will waive its right to any distribution under the Plan.

                    About Arlington Ridge

Saint Petersburg, Florida-based Arlington Ridge LLC and its
affiliates operate a retirement community.  The companies filed
for Chapter 11 protection on Oct. 8, 2008 (Bankr. M. D. Fla. Case
No. 08-15678).  Amy Denton Harris, Esq., Harley E. Riedel, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
represent the Debtors as counsel.


AUTOBACS STRAUSS: Section 341(a) Meeting Slated for March 3
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Autobacs Strauss Inc. on March 3, 2009, at 11:00 a.m., eastern
time, at J. Caleb Boggs Federal Building, 844 North King Street,
5th 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 Autobacs Strauss

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 assets
total $75,000,000 and debts aggregate $72,000,000.


AXION INTERNATIONAL: Gets $560,000 Contract from Major US Railway
-----------------------------------------------------------------
Axion International Holdings, Inc. received an order for crossties
from a major US railroad company valued at approximately $560,000.

Upon completion of this contract, the customer has the potential
to place further and larger orders. All contracted products for
American commercial customers will be manufactured solely in the
United States.

"This order represents more than simply an important business
opportunity for Axion," said James Kerstein, Chief Executive
Officer. "Over and above the significant initial revenue generated
and the potential for future, larger orders, the stature of this
client provides major validation for our green structural products
as well as providing leverage opportunities for expanded business
throughout the entire rail and transportation infrastructure
sectors."

Mr. Kerstein further stated, "As evidenced by this latest order
and by the bridges we are constructing for the US Army, our
superior products offer higher quality structural solutions to
specific projects than the traditional building technologies
currently available, and do so in a manner that is both
economically competitive and eco-friendly."

The US Army has awarded Axion a multi-bridge contract representing
a value of approximately $800,000. Utilizing Axion's patented
blend of recycled composite materials, the 50-foot plus structures
will handle loads of 70 tons, with each replacing a wood bridge
with only a 6-ton rating. According to a study conducted by The US
Army Corps of Engineers, a similar bridge built using Axion's
formulations more than 10 years ago at Fort Leonard Wood has
required virtually no maintenance and retains its as-new
appearance.

                      Axion Raises $1,375,000

Moreover, on January 20, Axion International entered into a
Securities Purchase Agreement with Insight Partners, LLC.  
Pursuant to the Purchase Agreement, the Company agreed to issue to
the Purchaser 1,562,500 shares of Common Stock of the Company for
an aggregate purchase price of $1,375,000.

                     About Axion International

Basking Ridge, New Jersey, Axion International Holdings, Inc.
(OTC Bulletin Board: AXIH -- News) is a leading structural
solution provider of cost-effective alternative infrastructure and
building products.  The Company's "green" proprietary technologies
allow for the development and manufacture of innovative structural
products made from 100% recycled consumer and industrial plastics.  
Axion's up-cycled products are an economic and sustainable
alternative to traditional building materials such as wood, steel
or concrete. Developed in collaboration with scientists at Rutgers
University, Axion's patented technologies allow for products that
are extremely strong, durable, flexible in design, and low
maintenance.


BANK OF AMERICA: Merrill Moved Up Bonus Date, Says Andrew Cuomo
---------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that New York
Attorney General Andrew Cuomo said on Wednesday that Merrill Lynch
& Co. "secretly" moved up the date it awarded bonuses for 2008.

According to WSJ, Mr. Cuomo said that he has been seeking
information about what 2008 bonuses Merrill Lynch planned to award
to executives since October 2008.

WSJ states that Mr. Cuomo said in a letter to House Financial
Service Committee Chairperson Barney Frank that Merrill Lynch
awarded $3.6 billion in bonuses to more than 39,000 employees on
the eve of its merger with Bank of America Corp.  Mr. Cuomo,
according to the report, said that he found out that 696
individuals at Merrill Lynch received more than $1 million apiece
in bonuses, with 14 of those individuals receiving a combined $249
million, despite billions of dollars in losses.  Mr. Cuomo said
that Merrill Lynch gave a total of more than $121 million to four
top executives, the report says.

Citing Mr. Cuomo, WSJ relates that Merrill Lynch's board told him
on November 5 that any bonuses to be paid would be "based upon a
combination of performance and retention needs," but didn't
provide details of the bonus pool, as they hadn't been determined.  
"Rather, in a surprising fit of corporate irresponsibility, it
appears that, instead of disclosing their bonus plans in a
transparent way as requested by my office, Merrill Lynch secretly
moved up the planned date to allocate bonuses and then richly
rewarded their failed executives.  Merrill Lynch has never before
awarded bonuses at such an early date and this timetable allowed
Merrill to dole out huge bonuses ahead of their awful fourth
quarter earnings announcement and before the planned takeover of
Merrill by Bank of America," the report quoted Mr. Cuomo as
saying.

Merrill Lynch's decision to award bonuses "prematurely" and Bank
of America's "complicity", raises question on "whether Merrill
Lynch and Bank of America timed the bonuses in such a way as to
force taxpayers to pay for them through the deal funding," and
whether the boards of the two banks were derelict in their duties
and violated their fiduciary obligations, WSJ reports, citing
Mr. Cuomo.

                       About Bank of America

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


BASIN WATER: Receives Notice of Compliance From Nasdaq
------------------------------------------------------
Basin Water, Inc. received notice from The Nasdaq Stock Market
that the Company is in compliance with all requirements for
continued listing on The Nasdaq Global Market.

The Company had received notices of potential delisting due to the
Company's failure to file its quarterly reports on Form 10-Q for
the quarters ending June 30 and September 30, 2008.  On February
10, 2009 the Company filed its quarterly reports on Form 10-Q for
the quarters ended June 30 and September 30, 2008.  In addition,
on February 10, 2009, the Company filed its restated financial
statements on Form 10-K/A for the fiscal years 2006 and 2007, and
on Form 10-Q/A for the quarter ended March 31, 2008. The Company
is now current with respect to its required Securities and
Exchange Commission filings. Accordingly, Nasdaq has determined to
continue the listing of the Company's securities on The Nasdaq
Stock Market.

Rancho Cucamonga, California-based Basin Water, Inc., --
http://www.basinwater.com/-- designs, builds and implements  
systems for the treatment of contaminated groundwater, industrial
process water and air streams from municipal and industrial
sources. It provides reliable sources of drinking water for many
communities, and the ability to comply with environmental
standards and recover valuable resources from process and
wastewater streams. Basin Water has developed proprietary,
scalable ion-exchange, biological and other treatment systems that
effectively process contaminated water and air in an efficient,
flexible and cost effective manner.


BEAZER HOMES: Posts $80 Million Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
Beazer Homes USA, Inc. (NYSE: BZH), disclosed on February 9, 2009,
its financial results for the quarter ended December 31, 2008.  
The Company previously provided preliminary first fiscal quarter
home closings and new home orders and its cash and cash
equivalents as of December 31, 2008.  Summary results of the
quarter are:

   Quarter Ended December 31, 2008

   * Reported net loss from continuing operations of $(80.1)
     million, or $(2.08) per share, including non-cash pre-tax
     charges of $30.1 million, consisting of inventory
     impairments and abandonment of land option contracts of
     $12.7 million, goodwill impairments of $16.1 million and
     impairments in joint ventures of $1.3 million. For the first
     quarter of the prior fiscal year, the Company reported a net
     loss from continuing operations of $(137.7) million, or
     $(3.57) per share.

   * Total revenue: $232.4 million, compared to $500.7 million in
     the first quarter of the prior year.

   * Home closings: 938 homes, a decrease of 53.2% from 2,006
     homes in the first quarter of the prior year.

   * New orders: 545 homes, a decrease of 56.5% from 1,252 in the
     first quarter of the prior year.

   As of December 31, 2008

   * Cash and cash equivalents: $436.9 million, compared to
     $584.3 million at September 30, 2008 and $236.5 million at
     December 31, 2007.

   * Backlog: 965 homes with a sales value of $227.2 million
     compared to 2,231 homes with a sales value of $605.2 million
     as of December 31, 2007.

   * Subsequent to December 31, 2008, the Company received cash
     tax refunds of approximately $168 million.

"The housing industry continues to face the most difficult
business conditions in many decades," said Ian J. McCarthy,
President and Chief Executive Officer.  "During our first fiscal
quarter, this challenging environment was greatly exacerbated by
continued significant weakening in the overall economy,
characterized by rising unemployment, low levels of consumer
confidence and ongoing disruptions in the financial and credit
markets, all of which negatively impacted buyer demand for new
homes.  Against this backdrop, we continue to adapt to the reality
of lower home closing volumes by further reducing our cost
structure.  Combined with our disciplined focus on generating and
maintaining liquidity, we believe these actions will help us
weather this unprecedented housing environment."

                 Quarter Ended December 31, 2008

Homebuilding revenues declined 53.1% for the quarter ended
December 31, 2008, due to a 53.2% decline in home closings.  The
average selling price of homes closed during the quarter was
generally flat compared to the same period of the prior year.  
This was due to changes in both product and geographic mix year-
over-year as housing prices fell during the past year and
continued to exhibit weakness during the quarter.  Home closings
declined in all segments, with the most significant declines in
the East, Southeast and Other Homebuilding segments.  Net new home
orders totaled 545 for the quarter, a decrease of 56.5% from 1,252
net orders in the first quarter of the prior fiscal year.  Net
orders declined 49.4% in markets where the Company maintains a
presence and 93.9% in markets the Company had previously announced
it was exiting.  The cancellation rate for the first quarter was
45.6%, compared to 46.6% for the same period in the prior year.  
Overall, margins continued to be negatively impacted by weak
market conditions.  However, gross margin for the first fiscal
quarter was 5.9%, compared to a gross loss of 20.8% for the
comparable period of the prior year, as a result of lower non-cash
pre-tax inventory impairments and option contract abandonment
charges of $12.7 million in the first quarter, compared to $168.5
million in the first quarter of the prior year.  In light of the
significant turmoil in the general economy and the financial
markets in particular and a general hesitancy by consumers to make
home purchase decisions during the first quarter, the Company did
not pursue a strategy of offering additional sales incentives or
sales price reductions in order to generate additional sales on
the belief that such a strategy would not significantly improve
the level of new home orders for the first fiscal quarter.  The
Company may resume offering additional sales incentives or sales
price reductions in response to various factors including
competitive market conditions.  It is possible that future changes
in sales prices and absorptions could lead to additional
impairments and that the level of reduced inventory impairments
for the first quarter may not be indicative of future levels of
impairments.

The Company continued to reduce its overhead cost structure. As of
December 31, 2008, total headcount was reduced by 32% compared to
December 31, 2007 and by over 70% compared to the peak level in
fiscal 2006. Subsequent to the end of the first quarter, headcount
was further reduced by approximately 300 employees.

The Company also incurred a pretax charge of $1.3 million to
recognize impairments in joint ventures, and recorded a pre-tax
$16.1 million goodwill impairment charge related to the Company's
goodwill in its reporting units in Houston, Maryland and
Nashville.  As of December 31, 2008, the Company had no remaining
goodwill recorded on the balance sheet.

The Company controlled 36,642 lots at December 31, 2008 (75% owned
and 25% controlled under options), reflecting reductions of
approximately 8% and 37% from levels as of September 30, 2008, and
December 31, 2007, respectively. As of December 31, 2008, unsold
finished homes totaled 503, a decline of approximately 26% from
the level a year ago. The Company continued to substantially
reduce its land and land development spending, which totaled $59.1
million in the first fiscal quarter, compared to
$108.4 million for the same period in the prior year.  The land
and land development expenditure for the first quarter of this
fiscal year included approximately $20 million related to the
renegotiation of several land banking arrangements resulting in
land purchases at a discount to previously contracted prices.  
Together with approximately $10 million in purchases in the fourth
quarter of fiscal 2008, and $20 million of purchases to be
concluded during the second quarter of this fiscal year, the
Company will have satisfied its obligations under these
arrangements.

With respect to the Company's cash position, at December 31, 2008,
the Company had cash and cash equivalents of
$436.9 million, compared to $584.3 million at September 30, 2008
and $236.5 million at December 31, 2007.  The Company had no cash
borrowings under its secured revolving credit facility as of
December 31, 2008, and has no current plans that would require
cash borrowings.  As of December 31, 2008, the Company had
restricted approximately $19 million in cash to sufficiently
collateralize outstanding letters of credit under the Company's
secured revolving credit facility.  Subsequent to December 31,
2008, the Company received cash tax refunds of approximately
$168 million.

A full-text copy of the Company's quarterly report is available
for free at: http://tinyurl.com/cua23r

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As of December 31, 2008, Beazer's consolidated balance sheets
showed $2.4 billion in total assets, $2.1 billion in total
liabilities, and $298.1 million in total stockholders' equity.

                        *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'B' from 'B+'; Secured revolving credit facility to 'BB-
/RR1' from 'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5';
Convertible senior notes to 'B-/RR5' from 'B/RR5'; and Junior
subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.

On February 6, 2009, the TCR reported that Moody's Investors
Service placed all of the ratings of Beazer Homes USA, Inc.,
Hovnanian Enterprises, Inc., M/I Homes, Inc., and Standard Pacific
Corp. on review for downgrade.  The review was prompted by Moody's
expectation that cash flow generation for these companies will
weaken in 2009 and deteriorate further in 2010, that the macro
environment will continue to be unsupportive, and that access to
credit -- both for the industry and for its customers -- will
tighten.  The review will focus on each company's ability to
generate cash flow, manage liquidity, and comply with bank
covenants beyond 2009.

Beazer Homes USA, Inc.

-- B2 corporate family rating
-- B2 probability of default rating
-- B3 senior unsecured notes rating
-- Hovnanian Enterprises, Inc.
-- B3 corporate family rating
-- B3 probability of default rating
-- Ba3 second lien senior secured notes rating
-- B3 third lien senior secured notes rating
-- Caa1 senior unsecured notes rating
-- Caa2 senior subordinated notes rating
-- Caa3 preferred stock rating


BEAZER HOMES: Deutsche Bank & Tontine Entities Disclose Stake
-------------------------------------------------------------
Deutsche Bank AG, Deutsche Bank AG, London Branch and Deutsche
Bank Securities Inc. disclosed in a regulatory filing dated
February 9, 2009, that they may be deemed to own shares of Beazer
Homes USA, Inc.'s common stock.

                                 No. of Shares    Percentage
                                 -------------    ----------
   Deutsche Bank                     2,645,300    6.73%
   Deutsche Bank AG, London Branch   2,617,300    6.66%
   Deutsche Bank Securities Inc.        28,000    0.07%

In accordance with Securities Exchange Act Release No. 39538, the
securities are beneficially owned by the Corporate and Investment
Banking business group and the Corporate Investments business
group of Deutsche Bank AG and its subsidiaries and affiliates.

Furthermore, CIB disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to
which CIB or its employees have voting or investment discretion,
or both, and (ii) certain investment entities, of which CIB is the
general partner, managing general partner, or other manager, to
the extent interests in those entities are held by persons other
than CIB.

In a separate regulatory filing dated February 6, 2009, (i)
Tontine Overseas Associates, L.L.C., (ii) Tontine Partners, L.P.,
(iii) Tontine Management, L.L.C., (iv) Tontine Capital Partners,
L.P., (v) Tontine Capital Management, L.L.C., and (vi) Jeffrey L.
Gendell disclosed that they may be deemed to beneficially own
shares of Beazer Homes' Class A Common Stock:

                                   No. of Shares   Percentage
                                   -------------   ----------
   Tontine Overseas Associates, L.L.C.   408,200   1.04%
   Tontine Partners, L.P.                      0   0.00%
   Tontine Management, L.L.C.                  0   0.00%
   Tontine Capital Partners, L.P.              0   0.00%
   Tontine Capital Management, L.L.C.          0   0.00%
   Jeffrey L. Gendell                    408,200   1.04%

Tontine Overseas Associates, L.L.C., serves as investment manager
to Tontine Overseas Fund Ltd., Tontine Capital Overseas Master
Fund, L.P., and certain separately managed accounts, with respect
to the shares of Common Stock directly owned by Tontine Overseas
Fund, Tontine Capital Overseas, and the separately managed
accounts.

Tontine Management, the general partner of Tontine Partners, has
the power to direct the affairs of Tontine Partners, including
decisions respecting the disposition of the proceeds from the sale
of the shares of the Company.  Tontine Capital Management, the
general partner of Tontine Capital Partners has the power to
direct the affairs of Tontine Capital Partners, including
decisions respecting the disposition of the proceeds from the sale
of the shares of the Company.  Mr. Gendell is the managing member
of Tontine Management, Tontine Capital Management and Tontine
Overseas Associates, and in that capacity directs their
operations. Each of the clients of Tontine Overseas Associates has
the power to direct the receipt of dividends from or the proceeds
of sale of those shares.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As of December 31, 2008, Beazer's consolidated balance sheets
showed $2.4 billion in total assets, $2.1 billion in total
liabilities, and $298.1 million in total stockholders' equity.

                        *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'B' from 'B+'; Secured revolving credit facility to 'BB-
/RR1' from 'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5';
Convertible senior notes to 'B-/RR5' from 'B/RR5'; and Junior
subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.

On February 6, 2009, the TCR reported that Moody's Investors
Service placed all of the ratings of Beazer Homes USA, Inc.,
Hovnanian Enterprises, Inc., M/I Homes, Inc., and Standard Pacific
Corp. on review for downgrade.  The review was prompted by Moody's
expectation that cash flow generation for these companies will
weaken in 2009 and deteriorate further in 2010, that the macro
environment will continue to be unsupportive, and that access to
credit -- both for the industry and for its customers -- will
tighten.  The review will focus on each company's ability to
generate cash flow, manage liquidity, and comply with bank
covenants beyond 2009.

Beazer Homes USA, Inc.

-- B2 corporate family rating
-- B2 probability of default rating
-- B3 senior unsecured notes rating
-- Hovnanian Enterprises, Inc.
-- B3 corporate family rating
-- B3 probability of default rating
-- Ba3 second lien senior secured notes rating
-- B3 third lien senior secured notes rating
-- Caa1 senior unsecured notes rating
-- Caa2 senior subordinated notes rating
-- Caa3 preferred stock rating


BELDEN INC: Moody's Cuts Senior Subordinated Notes Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed the Baa2 rating on Belden's
secured debt facility and downgraded the rating on the senior
subordinated notes to Ba2 from Ba1.  The corporate family rating
remains unchanged at Ba1.  

The revisions were driven by the shift in Belden's capital
structure which, after the repayment of the convertible
subordinated debt, will likely include higher borrowings under the
secured revolver and anticipated increases in unfunded pension
liabilities.  The individual debt instrument ratings were
determined using Moody's Loss Given Default Methodology.

This rating has been changed:

  -- $350 million senior subordinated notes due 2017 to Ba2, LGD5
     71% from Ba1 LGD4 62%

These ratings remain unchanged:

  -- Corporate family rating Ba1

  -- Probability of default Ba1

  -- $350 million senior secured revolving credit facility due
     2011 - Baa2, LGD2 19% (from 17%)

  -- Outlook Negative

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with trailing
twelve month revenues of approximately $2.0 billion.  The company
is headquartered in St. Louis, Missouri.


BUFFALO THUNDER: S&P Cuts Ratings to 'CCC'; May Not Be Able to Pay
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on the Santa Fe, New Mexico-based Buffalo Thunder
Development Authority to 'CCC', from 'B-'.  At the same time, S&P
removed the rating from CreditWatch, where S&P placed it on
Dec. 30, 2008.  The outlook is negative.
     
"The ratings downgrade reflects our concern that the Authority
will not be able to meet its fixed obligations in the near term
and that it will need some form of external funding in the next
several months," said Standard & Poor's credit analyst Ariel
Silverberg.  This stems from S&P's expectation that weak economic
conditions will persist over the next few quarters, resulting in
an inability for the Buffalo Thunder Resort and Casino to drive
sufficient customer traffic, and a continuation of weak operating
performance.
     
"In addition, due to weak initial operating results through
Dec. 31, 2008 (the Resort opened Aug. 12, 2008), the Authority has
been unable to generate sufficient cash flow to build cushion on
the balance sheet, to accommodate expected continued weak
performance over the next few quarters," she continued.
     
The rating on the Authority reflects its near-term liquidity
position, its high pro forma debt leverage, and limited geographic
diversity.     

The negative outlook reflects S&P's concerns regarding the
Authority's near-term liquidity position, and its ability to fund
its near-term obligations.  S&P expects that the Resort will
continue to face challenges in generating sufficient cash flow
over the next few months to fund its fixed charges.

                           *     *     *

Bill Rochelle of Bloomberg News notes that this is the second
downgrade by S&P in two months.  He also notes that the new S&P
rating is one level more charitable than the ding issued in
December by Moody's Investors Service.


CABLEVISION SYSTEMS: Dolan Discloses Ownership of 396,561 Shares
----------------------------------------------------------------
Charles F. Dolan, chairman of Cablevision Systems Corp NY,
disclosed in a regulatory filing dated February 11, 2009, that he
may be deemed to beneficially own 396,561 shares of Cablevision NY
Group Class A Common Stock.

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

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

                          *     *     *

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

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


CABLEVISION SYSTEMS: Expects $375-$450 Million Impairment Charges
-----------------------------------------------------------------
Management of Cablevision Systems Corporation and CSC Holdings,
Inc. has concluded that charges for impairment of certain assets
of the Companies' newspaper publishing group would be required
under generally accepted accounting principles in connection with
the preparation of their financial statements for their Annual
Report on Form 10-K for the year ended December 31, 2008.

Based on currently available information, the Companies expect to
incur between approximately $375 million and $450 million of
pre-tax impairment charges under generally accepted accounting
principles related to impairments of excess costs over fair value
of net assets acquired and other indefinite and definite lived
intangible assets. "These impairment charges reflect the
continuing deterioration of values in the newspaper industry and
the greater than anticipated economic downturn and its current and
anticipated impact on the newspaper publishing group's advertising
business. The impairment charges are not expected to result in any
material future cash expenditures," Michael P. Huseby, executive
vice president and chief financial officer, disclosed in a
regulatory filing dated February 9, 2009.  According to Mr.
Huseby, the final conclusion as to the amount of these charges
will be made in connection with the completion of the financial
statements to be included in the Companies' Annual Report on Form
10-K for the year ended December 31, 2008.

                 About Cablevision Systems Corp.

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

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

                          *     *     *

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

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


CARAUSTAR INDUSTRIES: Difficult Env't Cues S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Austell, Georgia-based Caraustar Industries Inc.  The corporate
credit rating was lowered to 'CCC' from 'B-'.  At the same time,
S&P lowered the issue-level ratings on Caraustar's senior
unsecured debt to 'CCC-' from 'B-' and revised the recovery rating
to '5' from '4', indicating S&P's expectation that lenders can
expect modest (10%-30%) recovery in the event of a payment
default, following S&P's review of the recovery prospects for the
companies' debtholders.  S&P removed all ratings from CreditWatch,
where they were placed with negative implications on Nov. 18,
2008.  The outlook is negative.  
     
"The downgrade reflects our heightened concerns regarding the
company's ability to address the maturity of its $190 million
senior notes due June 1, 2009 given the combination of the ongoing
difficult credit environment and challenging operating
conditions," said Standard & Poor's credit analyst Andy Sookram.
     
Under the amended asset-based revolving credit agreement,
Caraustar is required to provide evidence of repayment,
redemption, or defeasance of the notes by March 1, 2009.  In
addition, the notes must be repaid, redeemed, or defeased at least
60 days before maturity.   
     
The ratings on Caraustar reflect its near-term refinancing risk,
high debt burden, weak earnings, and cyclical and mature end-
markets.      

Operating conditions have been difficult over the past few
quarters, and S&P does not expect this to change in the near term.  
During the nine months ended Sept. 30, 2008 compared with the same
period in 2007, revenues declined 4% to $648 million because of
asset sales and lower volume and selling prices primarily in the
recovered fiber segment.  However, operating margins increased to
6.6% from 5.8% over the same timeframe as higher selling prices
for paperboard and tube and core were partly offset by increased
raw material costs, including energy and fiber.    
     
Standard & Poor's expects the difficult operating environment to
continue in the near term given the weak U.S. economy and S&P's
expectations for a decline in demand for the company's products
and selling prices.  As a result, S&P expects credit measures to
deteriorate from current levels, with EBITDA coverage of interest
at around 1.5x and adjusted total debt to EBITDA in the 7.5x-8x
area.  Without meaningful and sustained growth in cash flow
generation (which S&P does not currently expect, given the
economic downturn's effect on demand for the company's products),
liquidity will become further constrained, and Caraustar will
likely find it difficult to meet its near-term maturity.
     
The negative outlook reflects S&P's concerns about Caraustar's
ability to address the maturity of its outstanding notes on
June 1, 2009, of which Caraustar is required to provide evidence
of its plan by March 1, 2009, given the difficult credit market
environment.  In addition, the outlook incorporates S&P's
expectations for a very challenging operating environment in the
near term, given the weak U.S. economy that will likely lead to a
decline in selling prices and demand for its products.  As a
result, in the absence of an improved credit market, Caraustar may
need to restructure its debt obligations.


CDS MANUFACTURING: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CDS Manufacturing, Inc.
        441 South Virginia Street
        Quincy, FL 32351

Bankruptcy Case No.: 09-40089

Type of Business: Established in 1999, CDS Manufacturing produces
                  precast and prestressed concrete products.  The
                  Debtor has two casting yards in the Tallahassee,
                  Florida area: (i) The Quincy Casting yard is
                  housed in a 30,000-square-foot facility on 9
                  acres, and (ii) The Midway Casting Yard is
                  located on 38 acres and is conveniently onsite
                  with Superior Redi-Mix.

                  See: http://www.cdsmanufacturing.net/

Chapter 11 Petition Date: February 11, 2009

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  woodylaw@embarqmail.com
                  Thomas B. Woodward, Atty.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Capital City Bank-Gretna                         $2,5148,83
PO Box 900
Tallahassee, FL 32302

BLX Capital, LLC                                 $2,362,655
645 Madison Ave., 19th Floor
New York, NY 10022

United States Small Business                     $1,059,736
Admin.
2120 Riverfront Dr., Ste. 100
Little Rock, AR 72202-1747

Riverside Bank                 Business Debt     $901,582
PO Box 4000
Fort Pierce, FL 34954

Superior Redi-Mix              Business Debt     $811,026
PO Box 60
Midway, FL 32343

Leaf Financial Corp.                             $320,617

Southway Industrial Services   Business Debt     $260,451

Taycor Financial Services                        $211,999

Florida First Capital                            $181,609

Commercial Credit Group, Inc.                    $176,434

Caterpillar Financial                            $161,615
Services

Dale W. Summerford             Business Debt     $150,498

Regions Bank                                     $149,228

Rose Lutz                      Business Debt     $147,758

The petition was signed by Clayton Sembler, president.


CELL THERAPEUTICS: Issues 6,634 Shares of Series F Preferred Stock
------------------------------------------------------------------
Cell Therapeutics, Inc., entered into a letter agreement dated
January 29, 2009, with Midsummer Investment, Ltd., SCO Capital
Partners, LLC, Context Opportunistic Master Fund, LP, Context
Capital Management, LLC, ALTMA Fund SICAV PLC in Respect of the
Grafton Sub Fund, Rockmore Investment Master Fund Ltd., TRUK
Opportunity Fund, LLC, TRUK International Fund, LP, McMahan
Securities Co. L.P., Tewksbury Investment Fund Ltd., Whitebox
Hedged High Yield Partners, LP and Whitebox Combined Partners, LP.
The last to sign of the Participating Holders signed on
February 3, 2009, thereby establishing satisfaction of a
percentage participation closing condition.  Pursuant to the
Letter Agreement, on February 4, 2009, the Company issued to the
Participating Holders a total of 6,634 shares of newly issued
Series F Preferred Stock of the Company (with a Stated Value of
$6,634,000) in exchange for a total of 6,634 shares of outstanding
Series A 3% Convertible Preferred Stock, Series B 3% Convertible
Preferred Stock and Series C 3% Convertible Preferred Stock of the
Company surrendered by the respective Participating Holders:

   -- 200 shares of Series A 3% Convertible Preferred Stock,
   -- 2,150 shares of Series B 3% Convertible Preferred Stock, and
   -- 4,284 shares of Series C 3% Convertible Preferred Stock.

Each of the holders of the Company's outstanding Series A 3%
Convertible Preferred Stock, Series B 3% Convertible Preferred
Stock, Series C 3% Convertible Preferred Stock and Series D 7%
Convertible Preferred Stock were given the opportunity to enter
into the Letter Agreement; there were a total of 8,052 shares
outstanding in the four series before the transaction.

The Series F Preferred Stock has no fixed dividend rate, has an
initial liquidation preference of $1,000 per share, and if and
when it becomes convertible, will be convertible into Common Stock
at the option of the holder at a conversion price of $0.14 per
share.  Accordingly, the 6,634 shares of Series F Preferred Stock
would be convertible into a total of 47,385,714 shares of Common
Stock.  The Series F Preferred Stock becomes convertible on the
later of April 1, 2009 or the day the Company's authorized number
of shares of Common Stock is increased.

Each share of Series F Preferred Stock votes together with all
other shares of Common Stock and Preferred Stock as if part of a
single class and is entitled to 7,142.9 votes per share of Series
F Preferred Stock in any such vote.

The holders of Series F Preferred Stock do not have optional
redemption rights, either event-based or time-based. The Company
has the optional right to redeem the Series F Preferred Stock for
its stated value -- $1,000 per share -- after December 31, 2009 or
after the day the Company's Common Stock has held a $0.28 market
price for 10 consecutive trading days, whichever comes earlier.

Under the Letter Agreement, the Participating Holders gave
releases and consents and agreed to vote their Series F Preferred
Stock in favor of the Company's proposals to increase the
authorized number of shares of Common Stock and to effect a
reverse stock split.

In addition, in a separate transaction, the Company entered into a
letter agreement dated February 4, 2009 with RHP Master Fund Ltd.,
calling for the Company to issue 4,000,000 shares of newly-issued
Common Stock in exchange for RHP's 250 shares of Series A 3%
Convertible Preferred Stock of the Company. This RHP exchange
transaction was consummated on February 4, 2009.

On February 3, 2009, the Company filed, with the Secretary of
State of the State of Washington, Articles of Amendment to Amended
and Restated Articles of Cell Therapeutics, Inc.-Designation of
Preferences, Rights and Limitations of Series F Preferred Stock.
These Articles of Amendment designated and created the Company's
Series F Preferred Stock.

As of February 6, 2009, the Company had 321,839,943 shares of such
Common Stock issued and outstanding.

                      About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics Inc.'s ability to
continue as a going concern after auditing company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has substantial monetary liabilities in
excess of monetary assets as of Dec. 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.

The Troubled Company Reporter reported on Nov. 26, 2008, Cell
Therapeutics, Inc.'s balance sheet as of Sept. 30, 2008,
showed total assets of $93,746,000 and total liabilities of
$218,723,000, resulting in total shareholders' deficit of
$133,380,000.  

For the three months ended September 30, 2008, the company posted
a net loss of $45,589,000 on total revenues of $2,600,000,
compared with a net loss of $48,471,000 on total revenues of
$20,000 for the same period a year earlier.

James A. Bianco, M.D., the company's chief executive officer,
relates that Cell Therapeutics has incurred losses since inception
and it expects to generate losses from operations for at least the
next year primarily due to research and development costs for
Zevalin, OPAXIO (paclitaxel poliglumex), pixantrone and
brostallicin.  

"Our available cash and cash equivalents, securities available-
for-sale and interest receivable are approximately $11.7 million
as of Sept. 30, 2008.  In addition, in October 2008 we issued
$24.7 million of 9.66% convertible senior notes, or 9.66% notes,
for net proceeds, before fees and expenses, of $7.5 million after
taking into account $7.2 million placed in escrow to fund make-
whole payments and interest payments on the notes, our repurchase
of $18.2 million of our 15% notes as well as $8.2 million in cash
released from escrow related to the repurchased notes.  Even with
this additional financing, we will not have sufficient cash to
fund our planned operations through the end of the fourth quarter,
which raises substantial doubt about our ability to continue as a
going concern," Dr. Bianco says.  "Accordingly, we have
implemented cost saving initiatives to reduce operating expenses
and we continue to seek additional areas for cost reductions.
However, we will also need to raise additional funds and are
currently exploring alternative sources of equity or debt
financing."


CHARTER COMMUNICATIONS: Eyes $1.7BB 4th Qrtr. Pro Forma Revenues
----------------------------------------------------------------
Charter Communications, Inc., along with its subsidiaries,
released preliminary results for the fourth quarter of 2008, which
reflect solid revenue growth and the 9th consecutive quarter of
double digit adjusted EBITDA1 growth on a pro forma2 as reported
basis.

Charter Communications currently expects pro forma revenues for
the fourth quarter of 2008 of $1.653 billion, which represents an
increase of approximately 7.0% compared to the same period in 2007
on a pro forma basis.  Charter Communications expects actual
revenues of $1.656 billion, an increase of approximately 6.6% for
the period.  Charter Communications currently expects pro forma
adjusted EBITDA for the fourth quarter of 2008 to be approximately
$619 million, an increase of approximately 10.1% compared to the
same period in 2007 on a pro forma basis.  Actual adjusted EBITDA
is expected to be $620 million, an increase of approximately 9.7%
compared to 2007.

Charter Communications currently expects pro forma annual revenues
for 2008 of $6.467 billion, which represents an increase of 8.5%
compared to pro forma 2007 and actual annual revenues to be
approximately $6.479 billion, an increase of 7.9% compared to
2007.  Charter Communications currently expects pro forma annual
adjusted EBITDA for 2008 of $2.315 billion, which represents an
increase of 10.3% compared to 2007, and actual annual adjusted
EBITDA of $2.319 billion, an increase of 9.9% compared to 2007.

"We are pleased with our operational results during the fourth
quarter, particularly in this challenging economic environment,"
said Charter Communications President and CEO Neil Smit.  "We
remain committed to delivering value to our customers through our
bundle of quality video, high-speed Internet, and telephone
services.  We are continuously expanding our high-definition
offering, we've recently launched 60Mbps high-speed Internet
service, and later this month we'll upgrade Charter Communications
High-Speed Internet Max from 16 Mbps speed to 20 Mbps.  Our
operational results continue to reflect the underlying potential
of our business, and our talented employees remain focused on
offering enhanced products and service for our customers."

Charter Communications added 45,300 revenue generating units
(RGUs) during the fourth quarter of 2008 and 650,900 RGUs during
the full year.  Approximately 53% of Charter's customers subscribe
to a bundle, up from 47% in the fourth quarter of 2007.  Charter's
pro forma average monthly revenue per basic video customer for the
fourth quarter of 2008 was $108.27, an increase of 10.2% compared
to fourth quarter 2007, primarily as a result of higher bundled
penetration and an increase in advanced services.

Fourth quarter expected RGU additions (on a pro forma basis for
2008 and 2007) consisted of the following:

   -- Fourth quarter 2008 net losses of basic video customers
      were approximately 75,100 compared to a net loss of
      approximately 65,800 in the fourth quarter of 2007;

   -- Fourth quarter 2008 net gains of digital video customers
      were approximately 22,300 compared to a net gain of
      approximately 59,500 in the fourth quarter of 2007;

   -- Fourth quarter 2008 net gains of high-speed Internet
      customers were approximately 22,900 compared to a net gain
      of approximately 50,500 in the fourth quarter of 2007; and

   -- Fourth quarter 2008 net gains of telephone customers were  
      Approximately 75,200, compared to a net gain of
      approximately 155,300 in the fourth quarter of 2007.
      Telephone homes passed were approximately 10.4 million
      as of December 31, 2008.

Capital expenditures for the fourth quarter of 2008 are currently
expected to be approximately $264 million, which would be lower
than capital expenditures of $354 million during the same quarter
in the prior year.  Capital expenditures for the full year 2008
are expected to be approximately $1.202 billion, compared to
$1.244 billion in 2007.  Approximately 77% of Charter's 2008
capital expenditures were success-based.

In the fourth quarter the Company expects to record approximately
$1.5 billion of impairment for the year ended December 31, 2008.  
The Company intends to finalize its franchise impairment analysis,
as required by SFAS No. 142, "Goodwill and Other Intangible
Assets," prior to the release of its 2008 financial results.

                 About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.

As reported by the Troubled Company Reporter on Dec. 22, 2008,
Fitch Ratings placed Charter Communications, Inc.'s 'CCC' Issuer
Default Rating and the IDRs and individual issue ratings of
Charter's subsidiaries on Rating Watch Negative.  Approximately
$21.1 billion of debt outstanding as of Sept. 30, 2008 is effected
by Fitch's action.

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications, Inc. to Ca from Caa2 and placed all ratings (other
than the SGL3 Speculative Grade Liquidity Rating) for the company
and its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Inc. to 'CC' from 'B-'.  S&P said
that the rating outlook is negative.


CHARTER COMMUNICATIONS: Will File for Bankruptcy by April 1
-----------------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that Charter
Communications Inc. said it will file for Chapter 11 bankruptcy
protection by April 1, as part of an agreement with some of its
debt holders to cut its debt by $8 billion.

Charter Communications and its subsidiaries said that they have
reached an agreement-in-principle with an ad hoc committee of
certain of the Company's debt holders on the terms of a financial
restructuring to reduce the Company's debt by approximately
$8 billion.  In the context of its agreement, Charter
Communications also announced that two of its subsidiaries, CCH I
Holdings, LLC, and Charter Communications Holdings, LLC (Charter
Holdings), will make within the allotted grace period, interest
payments totaling approximately $74 million in the aggregate on
certain of their outstanding senior notes that were due
January 15, 2009.

"We are pleased to have reached an agreement with such a
significant portion of our bondholders on a long-term solution to
improve our capital structure," said Neil Smit, Charter
Communications President and Chief Executive Officer.  "We are
committed to continuing to provide our 5.5 million customers with
quality cable, Internet and phone service, and through this
agreement, we will be even better positioned to deliver the
products and services our customers demand now and in the future.  
Moreover, the interest and support provided by our stakeholders
with their new capital investment underscores their confidence in
Charter and our business."

Charter Communications' operations are strong and the Company
remains focused on continuing to provide its customers with
quality service and support today and going forward.  Preliminary
fourth quarter 2008 results reflect pro forma1 revenue growth of
approximately 7% and pro-forma adjusted EBITDA2 growth of more
than 10%, on a year-over-year basis.  As of February 11, Charter
Communications had approximately $800 million in cash and cash
equivalents available to it.  Charter Communications believes its
liquidity, combined with its cash from operating activities, will
be sufficient to meet its projected cash needs, including the
payment of normal operating costs and expenses, as it proceeds
with its financial restructuring.

The funding required by the financial restructuring contemplated
by the agreement-in-principle is expected to be satisfied by cash
on hand, an exchange of debt of CCH II, LLC, and CCH I, LLC, for
new notes issued by CCH II, the issuance of additional debt, and
the proceeds of an equity offering for which the Company has
received a back-stop commitment from certain of its noteholders.  
The agreement further contemplates that:

   (i) the notes and bank debt of Charter Communications
       Operating, LLC and CCO Holdings, LLC will remain
       Outstanding;

  (ii) holders of notes issued by CCH II will receive new notes
       issued by CCH II or cash on account of their claims;

(iii) holders of notes issued by CCH I will receive the new
       notes issued by CCH II and shares of common stock in
       Charter Communications;

  (iv) holders of notes issued by CIH will receive warrants to
       purchase shares of common stock in Charter Communications;

   (v) holders of notes of Charter Holdings will receive warrants
       to purchase shares of common stock of Charter
       Communications;

  (vi) holders of convertible notes issued by Charter
       Communications will receive cash and preferred stock
       issued by the Company; and

(vii) holders of common stock will not receive any amounts on
       account of their common stock, which will be cancelled.  
       

In addition, as part of the financial restructuring, it is
expected that consideration will be paid by CCH I noteholders to
other entities participating in the financial restructuring.  As
part of the agreement, Paul Allen will continue as an investor,
and will retain the largest voting interest in the Company.

The agreement-in-principle is subject to numerous closing
conditions and there is no assurance that the treatment of
creditors outlined above will not change significantly.  Under the
terms of the agreement, the Company intends to implement its
financial restructuring through a Chapter 11 filing to be
initiated on or before April 1, 2009.  The purpose of Charter's
financial restructuring is to strengthen its balance sheet in
order to fully support the Company's operations and service its
debt.  As such, the agreement-in-principle contemplates paying
trade creditors in full.

                 About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.

As reported by the Troubled Company Reporter on Dec. 22, 2008,
Fitch Ratings placed Charter Communications, Inc.'s 'CCC' Issuer
Default Rating and the IDRs and individual issue ratings of
Charter's subsidiaries on Rating Watch Negative.  Approximately
$21.1 billion of debt outstanding as of Sept. 30, 2008 is effected
by Fitch's action.

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications, Inc. to Ca from Caa2 and placed all ratings (other
than the SGL3 Speculative Grade Liquidity Rating) for the company
and its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Inc. to 'CC' from 'B-'.  S&P said
that the rating outlook is negative.


CHARTER COMM: Likely to File, Says Moody's; Rating Down to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has concluded its review of Charter
Communications, Inc. and its subsidiaries, which began
December 12, 2008.  Charter's Corporate Family Rating was lowered
to Caa3 from Caa1, its Probability of Default Rating was confirmed
at Ca, and its Speculative Grade Liquidity Rating was lowered to
SGL-4 from SGL-3.

Ratings for the debt of parent company CCI and all intermediate
holding companies through CCH I, LLC (including Charter
Communications Holdings, LLC, CCH I Holdings, LLC, and CCH I, LLC)
have been lowered, while those for the debt of the intermediate
holding company CCH II, LLC, through Charter Communications
Operating, LLC (including CCO Holdings, LLC) have been confirmed
at existing levels.  The rating outlook is stable as all ratings
now reflect Moody's estimate of ultimate recovery levels for
creditors upon emergence from an anticipated near-term bankruptcy
filing and subsequent restructuring, with the exception of the PDR
which would revert to a "D" rating in the event of such a filing
or some other form of wholesale default on the company's
obligations.

These summarizes Moody's rating actions and current ratings:

Charter Communications, Inc.

  * Corporate Family Rating -- Downgraded to Caa3 from Caa1

  * Probability of Default Rating -- Confirmed at Ca

  * Senior unsecured notes -- Downgraded to C from Ca (LGD 5, 87%)

  * Speculative Grade Liquidity Rating -- Downgraded to SGL-4 from
    SGL-3

Charter Communications Holdings, LLC

  * Senior unsecured notes -- Downgraded to C from Ca (to LGD 5,
    84% from LGD 5, 85%)

CCH I Holdings, LLC

  * Senior unsecured notes -- Downgrade to C from Caa3 (LGD 5,
    77%)

CCH I, LLC

  * Senior secured notes -- Downgraded to Ca from Caa3 (LGD 4,
    60%)

CCH II, LLC

  * Senior unsecured notes -- Confirmed at Caa2 (to LGD 2, 14%
    from LGD 3, 42%)

CCO Holdings, LLC

  * Senior unsecured notes -- Confirmed at Caa1 (to LGD 2, 10%
    from LGD 3, 34%)

  * Senior secured (1st lien - stock only) Term Loan -- Confirmed
    B3 (to LGD 1, 6% from LGD 2, 29%)

Charter Communications Operating, LLC

  * Senior secured (2nd lien - all assets) notes -- Confirmed at
    B3 (to LGD 1, 6% from LGD2, 23%)

  * Senior secured (1st lien - all assets) Revolver & Term Loan --
    Confirmed at B1 (to LGD 1, 3% from LGD 1, 6%)

  * Rating Outlook -- revised to Stable from Ratings Under Review
    for Possible Downgrade

The rating actions reflect the increased likelihood of imminent
default as the grace periods for the missed interest payments
totaling approximately $74 million on several of CCHIH's and CCH's
senior unsecured debt are set to expire on February 15, 2009.  
Even if the interest payments are made prior to expiration of the
grace period, Moody's anticipates Charter will likely have to file
a voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at which time the company's PDR will be
downgraded to D.  All other ratings would be expected to be
affirmed in such an event, however, as they have been adjusted as
needed to reflect ultimate recovery levels in anticipation of this
eventuality.  The downgrade of Charter's speculative grade
liquidity rating to SGL-4 principally reflects the high likelihood
of payment default and the subsequent acceleration of the
company's debt maturities, satisfaction of which is not feasible.

Charter's Caa3 CFR incorporates a mean recovery expectation of 65%
(enterprise value-to-liabilities) for the firm, mainly
attributable to the company's fundamentally strong business model
and improving operating profile, notwithstanding a persistently
over-leveraged balance sheet which at times has significantly
constrained operating performance.  Moody's fundamental valuation
of the company's assets supports this above-average recovery
forecast relative to historical levels for large corporates.
Moody's assessment estimates Charter's assets to be worth (or be
financeable at) approximately six times forward EBITDA, or roughly
$2,500-to-$3,000 per basic subscriber.  This implies that roughly
$7.5 billion of the company's debt claims are theoretically
impaired, although as likely near-term equity holders some value
is likely to accrete for junior-ranking creditors in future
periods.

While a strict application of absolute priority of claim
guidelines under the U.S. Bankruptcy Court system might suggest
full recovery for creditors of CCO, CCOH and CCH II, and full
impairment for creditors of CCH I, CCHIH, CCH and CCI based on the
relative structural provisions underlying each of their respective
claims, Moody's LGD methodology incorporates the reality of some
ongoing uncertainty with respect to priority of payment due to
ongoing negotiations between multiple creditor classes
(particularly in the event of a pre-packaged bankruptcy filing)
and the ultimate authority of the bankruptcy court judges
themselves.  Individual security ratings have subsequently been
set to assumed ultimate recovery levels inclusive of this ongoing
uncertainty.  Ratings confirmed are particularly noteworthy in the
context of Moody's historical rating practices for companies in
and/or on the verge of default, particularly the B1 ratings
maintained for the first lien revolving credit facility and term
loan of CCO.  This comparatively high rating for debt that is
perceived to be in imminent risk of default is supported by its
senior-most ranking in the consolidated capitalization of the
company, with a significant amount of structurally and effectively
subordinated debt beneath it to satisfy the material amount of
anticipated loss absorption to be realized by creditors of the
firm.  Of note, Moody's expects that the recent revolver draw-down
which left the company with more than $900 million of cash
balances as reported in January will effectively preclude the need
for a separate Debtor-In-Possession loan, the financing of which
may have been difficult to come by given ongoing tightness in the
credit markets.

Moody's believes that company's restructuring will provide for a
more manageable capital structure and mitigate the company's
highly cash absorptive financial profile, which historically has
been significantly constrained by heavy debt service costs related
to its excessively leveraged and unsustainable capital structure.  
Moreover, rising debt service costs following heavy but necessary
capital investment activity and ensuing liquidity-enhancing debt
exchanges (albeit at higher interest rates) over the past few
years have at times outpaced operational improvements.  

The last rating action for Charter was on December 12, 2008, when
Moody's downgraded the company's PDR to Ca from Caa2 and placed
all ratings under review for possible downgrade.

Headquartered in St. Louis, Missouri, Charter Communications is a
domestic multiple system cable operator serving approximately
5.1 million basic video subscribers.


CHESAPEAKE ENERGY: Fitch Assigns 'BB' Rating on Sr Notes Offering
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Chesapeake Energy
Corporation's proposed senior note offering. Fitch maintains these
ratings for Chesapeake:

  -- Issuer Default Rating at 'BB';  

  -- Senior unsecured debt at 'BB';  

  -- Senior secured revolving credit facility and hedge facilities
     at 'BBB-';  

  -- Convertible preferred stock at 'B+'.

The Rating Outlook remains Negative.

The proposed note offering by Chesapeake is expected to generate
proceeds to be used for repaying credit facility borrowings, and
as a result, near-term liquidity should be enhanced as a result of
the offering.  Fitch notes that the company's next borrowing base
redetermination period is expected in April 2009.  Declining
commodity prices combined with the continued uncertainty
encompassing the banking industry is expected to put pressure on
banks to reduce borrowing levels in credit facilities.  As Fitch
has previously noted, Chesapeake has currently pledged
approximately 60% of assets toward both the credit facility and
the secured hedge facility.  Chesapeake maintains the flexibility
to increase the percentage of assets pledged to the security in
these facilities in order to maintain the current borrowing base
as commodity prices remain at lower levels.  While this would
support the company's ability to maintain liquidity at current
levels, it could also reduce senior unsecured lenders position in
the capital structure.

Beyond short-term liquidity concerns, Fitch continues to have
concerns about other longer-term issues associated with
Chesapeake.  Changing financial and operational strategies
combined with a continued reliance on external sources of capital
continue to place pressure on the ratings.  Additional sources of
concern include significantly lower commodity prices, the
company's aggressive growth strategy, high leverage as measured by
debt/proven developed producing, the significant use of off-
balance-sheet financings, the potential for weaker production
levels stemming from reduced capital expenditures, and
Chesapeake's strategy to monetize producing properties and
reinvest proceeds into leaseholds which require significant
capital expenditures before production materializes.  
Additionally, as Chesapeake has focused growth efforts on the
newly discovered Haynesville shale, Fitch believes the company
faces higher levels of operational risk, as this strategy carries
with it increased risk of weaker than expected drilling results.  
Continued positive operational announcements over time will
mitigate this risk.

Fitch anticipates meeting with company management to review full-
year 2008 results as well as financial and operational plans for
2009 and beyond, and anticipate resolving the company's Rating
Outlook at that time.

Chesapeake's ratings continue to be supported by the size and low
risk profile of its oil and gas reserves which now approximate
12.1 trillion cubic feet equivalent.  In addition, Chesapeake
continues to post very robust reserve replacement results.  Both
organic reserve replacement and production growth remain strong
and support the company's ability to support higher leverage
levels.  Chesapeake's one-year reserve replacement rate at year-
end 2008 is estimated to be 239%.  Both the strong reserve
replacement metrics and the onshore location of Chesapeake's
reserves highlight the low-risk nature of the company's reserves.  
Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and are
based 100% in the U.S. Chesapeake's operations are concentrated
primarily in the Mid-Continent, South Texas, the Permian Basin and
the Appalachia Basin.  The company's reserve growth in recent
years reflects the company's aggressive acquisition strategy and
consistent success through the drill-bit.


CHOCTAW RESORT: Moody's Confirms Corporate Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service confirmed Choctaw Resort Development
Enterprise's corporate family rating, probability of default
rating and debt ratings at B1.  The outlook remains negative.

The rating confirmation reflects the recent resolution of covenant
violations and Moody's expectation that management's significant
cost cutting initiatives will enhance Choctaw Resort's EBITDA,
despite continued economic and competitive pressures.  This
concludes the review for possible downgrade initiated on October
7, 2008.

Choctaw has just completed a waiver and amendment under its credit
agreement, which has resolved the covenant violations as of
September 30, 2008 and December 31, 2008.  The amendment also
provides more leeway under the total leverage covenant for the two
following quarters.  Additionally, Moody's recognizes the
magnitude of the cost cutting measures taken by management to
improve EBITDA.  One of the two casinos, the Golden Moon, has been
closed during mid-week, addressing the problem of overcapacity
during the week.  Additionally, Choctaw Enterprise's financial
leverage is expected to remain moderate for the B1 rating
category, well below 4 times, helped by continued debt reduction.

However, the rating outlook remains negative, considering the
execution risk associated with management's drastic cost reduction
and the continued challenges related to the weak economy and
competition.  Higher marketing and advertising spending in the
second half of 2008, has not delivered the expected benefits on
the top line and, in Moody's view, the revenue trend is expected
to remain depressed over the next few quarters.  Additionally,
should management fail to increase EBITDA in the near term due to
the unsuccessful execution of the cost-cutting program or a larger
than anticipated decline in revenues, the breach of the total
leverage covenant could occur in the quarter ended September 30,
2009, when a step down comes into effect.

These ratings have been confirmed:

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1

  -- Senior Unsecured Notes due 2019 at B1 (LGD4, 56%)

  -- Senior Secured Term Loan due 2011 at B1 (LGD point estimate
     revised to LGD3, 43% from LGD3, 42%)

The last rating action was on October 7, 2008, when Moody's
downgraded Choctaw Resort's corporate family rating to B1 from
Ba3, and kept the rating under review for possible further
downgrade.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations.  It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.


CHRYSLER LLC: Says Auto Sales May Remain 10MM Annually in 4 Years
-----------------------------------------------------------------
Mike Ramsey at Bloomberg News reports that Chrysler LLC President
Jim Press said that the Company is assuming that U.S. auto sales
may remain at about 10 million annually for four years.

According to Bloomberg, Mr. Press said at Economic Club of
Chicago, "It would be a mistake to assume that this '10 million
market' is an aberration.  Instead, we need to accept and come to
grips with it.  We feel good about our plan and we're confident we
can meet our needs and the requirements will be met."  At that
rate, U.S. annual sales industrywide would drop from an average of
more than 16 million cars and light trucks during this decade,
Bloomberg relates.  

Citing Mr. Press, Bloomberg states that Chrysler can be viable at
the 10 million annual sales rate.

Bloomberg says that automakers sold about 13.2 million vehicles in
2008, the fewest since 1992.  According to the report, sales
dropped in 2008 as gasoline prices rose to a record in July 2008
and as the credit crunch dried up loans for potential buyers.  

Chrysler won't ask the government for an extension to submit its
viability plan, Bloomberg reports, citing Mr. Press.  According to
the report, Mr. Press said that once Chrysler completes the
actions under its viability plan, would have cut fixed costs by
more than $3.8 billion since the company was purchased by Cerberus
Capital Management LP in August 2007.

Nissan Motor Co. may cancel a supply agreement with Chrysler with
small cars, Japan's Kyodo news service relates, citing people
close to the transaction.  Mr. Press has denied any knowledge of
change in plans by Nissan, Bloomberg says.  Nissan's North
American unit spokesperson Fred Standish said that a project for
the Japanese automaker to supply compact vehicles to Chrysler for
sale in Latin America starting later this year "continues to
progress," and that teams from the firms working on two other
projects for providing each other with vehicles "have been asked
to ensure that financial objectives for both companies can be met"
before those efforts move forward, Bloomberg states.

Citing Mr. Press, Bloomberg reports that several groups interested
in Viper car business have approached Chrysler.  Although Chrysler
said in August 2008 that it might sell the business, Mr. Press
said that a sale is not imminent, Bloomberg relates.

                      About Chrysler LLC

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

                        *     *     *

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

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

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

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


CHRYSLER LLC: Unit to Borrow C$1Bil. from Canada; Plan Due Feb. 20
------------------------------------------------------------------
John McCrank at Reuters reports that Chrysler Canada President and
CEO Reid Bigland said that the company would submit its
restructuring plans to Ottawa on February 20 to be able to qualify
for around C$1 billion in loans.

Citing Mr. Bigland, Reuters relates that Chrysler Canada would be
in a position within the next couple weeks to draw on emergency
loans from the governments of Canada and the province of Ontario.

Chrysler LLC already received the bailout funds from the U.S.
government.  Reuters quoted Mr. Bigland as saying, "Receiving the
$4 billion from the U.S. has taken some of the urgency away from
drawing down on that (Canadian) money.  We are getting very close
to finalizing an arrangement with Canada, and I'm optimistic over
the next couple of weeks, we will be in a position to draw down on
those funds."

Sales in Canada would be slightly better February, although it
will still be a very difficult month, Reuters states, citing
Mr. Bigland.  According to the report, auto sales in Canada have
dropped 25% in January.  Mr. Bigland expects industry-wide sales
in Canada to be decline 10% this year, the report says.

Reuters relates that the federal government said it would provide
up to C$12 billion to loosen financing for vehicle and business
loans and leases.

                       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: Goes to Foreign Rivals for Labor Costs Data
---------------------------------------------------------
Chrysler has approached foreign competitors, seeking details on
their labor costs and other financial information, Josh Mitchell
and John D. Stoll at Dow Jones Newswires report, citing an
official with one of the competitors.

According to Dow Jones, Chrysler and General Motors Corp. are in
talks with union leaders on making concessions as required by the
firms' federal loan package.  The report says that under an
agreement with the Treasury Department, GM and Chrysler must bring
their labor costs in line with foreign competitors like Toyota
Motor Corp., Honda Motor Co. Ltd., and Nissan Motor Co. Ltd.  The
report states that union leaders said that they need more guidance
on their foreign competitors' labor costs.

Citing the official from one of the competitors, Dow Jones relates
that a third party working on behalf of GM and Chrysler has
approached foreign auto makers, asking for details on how much
they spend on labor costs.

Dow Jones relates that GM and Chrysler have much higher labor
costs per-vehicle-built in America, compared with non-U.S. auto
makers building at non-unionized plants.  Last year, GM and
Chrysler spent about $3,400 in average labor costs on every car
built in U.S. factories, compared to an estimated $2,200 per car
spent by Toyota Motor Corp., says Dow Jones.  The report states
that GM and Chrysler pay out an average of $55 per hour in wages
and benefits to hourly workers.  The Japanese manufacturers,
according to the report, pay out about $46, according to Barclays
Capital.

GM, Chrysler, and Ford Motor Co. have been complaining about
certain UAW-protected work rules and job-security provisions that
add cost and complexity to manufacturing operations, Dow Jones
reports.  The report says that the UAW would be asked to ease
those rules during negotiations with the automakers.

Chrysler and GM expect to lessen labor costs extensively by 2010,
through a contract signed with the UAW in 2007, according to Dow
Jones.  The contract, says Dow Jones, allows the two firms to buy
out older employees and replace them with workers -- who would get
lower pay and less-expensive benefits packages -- and relieve the
companies of billions in annual health-care costs through a newly
formed trust fund managed by the UAW.

Dow Jones, citing a person familiar with the matter, relates that
Chrysler plans to cut costs to $2,700 per vehicle by 2010.

                 Debt-For-Equity Swap Talks

Citing sources, Jeff Bennett at Dow Jones reports that Chrysler
has started talks with lenders about a debt-for-equity swap.  The
sources said that Chrysler aims to begin the swap by February 17.

According to Dow Jones, Chrysler is seeking a further $3 billion
in U.S. government loans and must win concessions from creditors,
employee groups and other stockholders to prove its long-term
viability.  Dow Jones relates that people familiar with the matter
said that Chrysler has $9 billion in outstanding debt.  

Dow Jones states that some creditors said that they would consider
a debt-for-equity swap tantamount to a default, given Chrysler's
week liquidity position.

"We are making progress with our partners and appreciate their
commitment to our company and our industry's long-term viability.  
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 by February 17," Dow Jones quoted
Chrysler spokesperson Shawn Morgan as saying.

                       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.


CITIGROUP INC: NY Lawmakers Defend $400-Mil. Deal With Mets
-----------------------------------------------------------
The Associated Press reports that six New York House members have
come to the defense of Citigroup Inc.'s $400 million stadium-
naming deal with New York Mets.

According to The AP, Citigroup has a 20-year naming-rights deal
for Citi Field, the Mets' new stadium scheduled to open in April.  
The report says that Reps. Dennis Kucinich and Ted Poe asked
Treasury Secretary Timothy Geithner in January to cancel the deal
because of $45 billion the bank received in government aid.  The
House members said in a letter to Mr. Geithner that they "strongly
disagree" with that call, according to the report.  Democrats
Eliot Engel, Joseph Crowley, Yvette Clarke, Gregory Meeks, Anthony
Weiner, and Steve Israel have signed the letter, the report says.

"It is deceitful and unreasonable to single out Citigroup for an
agreement signed several years ago, without referencing the many
other companies who have stadium naming rights deals and also
received federal assistance," The AP quoted the House members as
saying.

Several other stadium naming deals with banks have received
government money, including the Bank of America Stadium in
Charlotte, The AP relates, citing the House members.

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

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


CLEARWATER NATURAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Clearwater Natural Resources LP and its debtor-affiliates filed
with the United States Bankruptcy Court for the Eastern District
of Kentucky its schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                       0
   B. Personal Property            $448,537
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims                              $45,989,071
   E. Creditors Holding
      Unsecured Priority
      Claims                                                0
   F. Creditors Holding
      Unsecured Nonpriority
      Claims                                       17,596,847
                                   -----------    ------------
      TOTAL                        $448,537       $63,585,919

                     About Clearwater Natural

Headquartered in Kansas City, Missouri, Clearwater Natural
Resources LP engages in coal mining in the Central Appalachian
region.  In August 2005, the company acquired 100% interest in
Miller Bros. that became a wholly-owned operating subsidiary of
the company.  The company also acquired in October 2006 all
interest in Knott Floyd Land Company, a medium scale coal mining
company and its operations were subsequently consolidated into
Miller.  Through Miller, the company produces and sells coal from
eleven mining operations in Eastern Kentucky and provide contracts
mining services for two third-party owned mines located within the
Appalachian region.  The company and two of its affiliates,
Clearwater Natural Resources LLC and Miller Bros. Coal LLC, filed
for January 7, 2009 (Bankr. E.D. Kent. Lead Case No. 09-70011).  
Mary L. Fullington, Esq., at Wyatt, Tarrant & Combs LLP, and
Vinson & Elkins LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Administar Services Group LLC as
their restructuring efforts.  Rirchard Clippard, the United States
Trustee for Region 8, appointed three creditors to serve on an
official committee of unsecured creditors.  When the Debtors filed
for protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


CONGOLEUM CORP: Dimensional Fund Discloses 3.37% Equity Stake
-------------------------------------------------------------
Dimensional Fund Advisors LP disclosed in regulatory filing dated
February 9, 2009, that it may be deemed to beneficially own
123,600 shares of Congoleum Corp.-CL A's common stock or 3.37% of
the total shares outstanding.

Dimensional Fund, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager
to certain other commingled group trusts and separate accounts.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Congoleum, together with its bondholders, filed a revised plan of
reorganization on Nov. 20, 2008.  The Bankruptcy Court has not yet
confirmed the plan.


CONSTAR INTERNATIONAL: Can Hire Greenhill as Financial Advisor
--------------------------------------------------------------
Constar International Inc. and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Greenhill & Co., LLC, as financial advisor and
investment banker.

Greenhill is expected to provide certain financial advisory and
investment banking services to the Debtors in connection with the
Chapter 11 cases, including:

   -- reviewing and analyzing the business, operations,
      properties, financial condition and prospects of the
      Debtors;

   -- evaluating the Debtors' debt capacity;

   -- assisting in the determination of an appropriate capital
      structure for the Debtors;

   -- determining a range of values for the Debtors on a going
      concern basis and on a liquidation basis;

   -- advising and attending meetings of the Debtors' board of
      directors and its committees, and if the Debtors determine
      to undertake a restructuring or sale, advising and
      assisting the Debtors in structuring and effecting the
      financial aspects of the transaction;

   -- providing financial advice and assistance to the debtors in
      developing and seeking approval of a restructuring plan,
      and in connection therewith, providing financial advice and
      assistance to the Debtors in structuring any new
      securities, other considerations or other inducements to be
      offered or issued under the plan;

   -- assisting the Debtors and participating in negotiations
      with entities or groups affected by the plan;

   -- assisting the Debtors in preparing, documentation required
      in connection with the plan;

   -- participating in hearings before the Bankruptcy Court with
      respect to the matters upon which Greenhill has provide
      advice, including coordinating with Debtors' counsel with
      respect of testimony in connection therewith; and

   -- providing other advisory services as are customarily
      provided in connection with the analysis and negotiation of
      any of the foregoing.

Bradley A. Robins, managing director of Greenhill, told the Court
that Greenhill will be paid:

   a) A monthly financial advisory fee of $125,000, which will be
      made due and paid by the Debtors beginning as of the date of
      the engagement letter, and thereafter on each monthly
      anniversary thereof during the term of this engagement.

   b) If during the term or within the 12 months after the
      termination of the Greenhill engagement, a restructuring is
      consummated, Greenhill will entitled to receive a
      transaction fee, payable at closing thereof, equal to 1.75%
      of the principal amount of the debt that is restructured;
      provided that the fees will not exceed $4,000,000.

   c) If during the fee period, a sale is consummated, Greenhill
      will be entitled to receive a transaction fee, which will
      be equal to 1.75% of the aggregate consideration, provided
      that the fee does not exceed $4,000,000.

   d) No restructuring transaction fee and no sale transaction
      fee will be payable for any restructuring or sale occurring
      after the first to be consummated of any restructuring or
      sale.

Greenhill was not owed any amount in respect of services rendered
pre-bankruptcy.

Mr. Robins assured the Court that Greenhill is a "disinterested
person' as that term is defined in Section 101(14) of the
bankruptcy Code.

                    About Constar International

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


CROSS LAKE: Canadian Court Extends CCAA Protection to April 15
--------------------------------------------------------------
Cross Lake Minerals Ltd. reports that on February 6, 2009, the
British Columbia Supreme Court issued an order providing the
Company with an additional period of protection under the
Companies' Creditors Arrangement Act. The initial order, which
was first granted under the CCAA in favor of the Company on
October 14, 2008, has been further extended to April 15, 2009,
during which time creditors and other third parties will continue
to be stayed from terminating agreements with Cross Lake or
otherwise taking steps against Cross Lake.  The extension was
granted in order to give Cross Lake sufficient time to complete a
proposed restructuring plan and plan of arrangement with its
creditors as disclosed in a previous press release dated
February 4, 2009.

In addition, the Order authorizes the $3 million increase in the
debtor-in-possession loan facility from Procon Mining and
Tunnelling Ltd. to finance working capital requirements up to a
total of $5.5 million and amends the maximum amount of the DIP
Lender's Charge to $5.5 million to reflect the $3 million increase
to the DIP Facility.

The Order also authorizes the Company to settle certain
outstanding overtime claims with the Director of Employment
Standards in the approximate amount of $114,000.

Vancouver, British Columbia -- http://www.crosslakeminerals.com/
-- is a Vancouver-based Gold Mining and Development Company
focused on continued growth through exploration and acquisitions.
Cross Lake is very pleased to be the first new gold producer in
British Columbia in many years. To increase shareholder value, the
Company will continue to search for gold projects throughout North
America that complement the QR Mine and its expertise in gold
development.


DELTA MUTUAL: Peralta Appointed as President, CEO and Chairman
--------------------------------------------------------------
Delta Mutual, Inc. appointed Dr. Daniel R. Peralta as President
and Chief Executive Officer and Chairman of its Board of
Directors, effective January 20, 2009.

Dr. Peralta is a 50% owner of Egani, Inc., a privately held
Arizona corporation that he founded in 1998.  Egani owns
130,000,000 shares of the common stock of Delta Mutual, Inc., or
approximately 59% of the outstanding common stock. These shares
were acquired on March 4, 2008 pursuant to a Membership Interest
Purchase Agreement between the Company and Egani.  Pursuant to the
Agreement, the Company acquired from Egani 100% of the issued and
outstanding shares of stock held by Egani in Altony S.A., an
Uruguayan Sociedad Anonima, which owns 100% of the issued and
outstanding membership interests in the South American Hedge Fund
LLC, a Delaware limited liability company.

Dr. Peralta, 54, is currently the President and a director of
Egani, a management and financial consulting firm. He also serves
as President and a director of Egani Argentina, an affiliated
company. Since July 2008, Dr. Peralta has served as an advisor to
the South American Hedge Fund in its oil and gas activities in
Argentina. He has also served in various advisory capacities to
the Argentine government and as a board member of the Central Bank
of Argentina and Vaisala oy Finland-Argentina. He is the author of
several publications on finance and economic development in South
America.

Dr. Peralta earned a doctorate in business administration from
Belgrano University in Buenos Aires and an undergraduate degree in
aeronautical engineering from the National Technical University of
Argentina.  Dr. Peralta brings an understanding of both the energy
and financial markets to our Board of Directors, and his
appointment was welcomed by the Board as a proven and seasoned
executive whose guidance the Board looks forward to receiving in
the future.

The Company has said it has not determined its compensation
arrangements with Dr. Peralta at this time.  The Company does not
compensate directors in their capacity as such nor does it
compensate directors for attendance at meetings. The Company does
reimburse directors for reasonable expenses incurred in the
performance of their duties.

During the period from March 6 through November 20, 2008, the
Company issued unsecured notes to Egani and related parties:

   -- a 6% promissory in the principal amount of $21,000 issued
March 6, 2008 with a maturity date of April 16, 2009;

   -- a 6% promissory note in the principal amount of $9,550
issued April 28, 2008 with a maturity date of April 16 2009;

   -- a 6% promissory note in the principal amount of $13,350
issued September 18, 2008 with a maturity date of April 16, 2009;

   -- a 6% promissory note issued to Santiago Peralta (the son of
Dr. Peralta) in the principal amount of $10,000 issued October 3,
2008 payable upon written demand by the lender; and

   -- a 6% promissory note issued to Santiago Peralta in the
principal amount of $14,000 issued November 20, 2008 payable upon
written demand by the lender.

All of the principal amount and accrued interest of each loan is
due and payable on the respective maturity dates or upon written
demand by the lender. The Company has not made any payments of
principal or accrued interest.

In a Form 5 filing with the Securities and Exchange Commission,
Dr. Peralta disclosed that he may be deemed to directly own
2,691,000 company shares.  Dr. Peralta may be deemed to indirectly
own 65,000,000 shares through Egani, and 1,577,150 shares owned
through his son.

                        About Delta Mutual

Delta Mutual, Inc. invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.


EDUCATION MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Dublin, Ireland-based Education Media &
Publishing Group Ltd. and its Houghton Mifflin Harcourt Publishers
Inc. subsidiary.  S&P lowered the corporate credit rating to 'CCC'
from 'B-'.  The rating outlook is negative.  EMPG (formerly HM
Rivergroup PLC), a leading educational publisher, had consolidated
debt and preferred stock of about $7.6 billion as of Sept. 30,
2008.
     
In addition, S&P revised the recovery rating on Houghton Mifflin's
first-lien credit facilities to '3', indicating S&P's expectation
of average (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) from 'B'.
     
"The ratings downgrade reflects our concern about diminished near-
term prospects for textbook educational spending; the likelihood,
in our view, of continued weak operating performance; and the
repercussions for liquidity amid tightening financial covenants,"
said Standard & Poor's credit analyst Hal Diamond.
     
Sales declined 5.8% and EBITDA fell 2.2% in the seasonally
important three months ended Sept. 30, 2008, reflecting strained
state and local budgets.  S&P anticipates that the industrywide
decline in education spending is likely to continue in 2009 due to
the recession, resulting in states postponing textbook purchases.
     
The rating also considers S&P's view of the company's heightened
financial risk resulting from EMPG's December 2007 $4 billion
acquisition of the former Harcourt education and trade businesses
from Reed Elsevier PLC, which S&P does not believe is meaningfully
offset by the company's good business position in the educational
publishing industry.  The May 2008 $768 million sale of its
Houghton Mifflin college publishing business modestly lessened the
company's operating diversity and increased its reliance on the
cyclical K-12 educational publishing business.  EMPG has
significantly higher leverage than its peers, which could put it
at a competitive disadvantage.
     
Standard & Poor's expects that continued weak operating
performance and negative discretionary cash flow would necessitate
an amendment to financial covenants.  Furthermore, S&P believes
that the cost that the company's banks would apply in fees and an
increase in the interest margin associated with an amendment would
further compress its interest coverage and liquidity.  Given
continued negative discretionary cash flow, and without a material
improvement in profitability in 2009, S&P believes that the
company's current liquidity would be depleted by 2010.


ELIZABETH ARDEN: Decline in Sales Won't Affect S&P's 'BB-' Rating
-----------------------------------------------------------------
In the original version of the bulletin published earlier, the
headline contained an incorrect reference to fiscal quarter
results.  A corrected version follows.

Standard & Poor's Ratings Services said that the ratings and
outlook on Elizabeth Arden Inc. (BB-/Stable/--) are currently
unaffected by the results for the fiscal quarter ended Dec. 30,
2008, following S&P's review of the company.  During the quarter,
the company's sales declined 12.4% (sales declined 8.7%, excluding
the effect of foreign currency), as compared with the previous
year's second quarter.  A significant portion of the shortfall was
due to weaker sales at the department store channel and the
negative currency effect on the company's international business,
which accounted for about one-third of total revenues.  Although
S&P believes the slowdown in consumer spending and deteriorating
global economic conditions will continue, Elizabeth Arden should
benefit from the significant portion of sales from the mass
channel versus the department store channel, the latter of which
has experienced more negative effects due to current economic
conditions.

S&P expects the company to continue to work down inventory levels
and generate sufficient operating cash flow to help fund capital
spending and planned growth initiatives.  Liquidity remains good.  
As of Dec. 31, 2008, Elizabeth Arden had $127 million of
availability on its borrowing-based revolving credit facility that
matures in December 2012.  While the company's peak borrowing
season has passed, adjusted leverage for the last 12 months period
ended December 2008 is higher than expected, at 4.7x due to the
contraction in its EBITDA base as a result of the lower sales
volume.  Nevertheless, adjusted for the incremental business from
newly acquired Liz Claiborne fragrances, S&P estimates pro forma
leverage is just above 4x, within S&P's previous expectations.  
However, if Elizabeth Arden's operating performance continues to
weaken, and company leverage is not reduced to and sustained in
the 4x area, S&P could revise the outlook to negative over the
near term.


FIRST METALS: Globex Discloses Debtor's Talks with Stakeholders
---------------------------------------------------------------
Globex Mining Enterprises Inc. in Rouyn-Noranda, Quebec, Canada,
told shareholders that First Metals Inc. has reported a new NI
43-101 compliant mineral resource at the Magusi Project near
Rouyn-Noranda, Quebec.

Globex Mining said First Metals also has started discussions to
facilitate a restructuring plan under a Notice to Make a Proposal
under the Bankruptcy and Insolvency Act. Globex said its royalty
interest is registered against title and Globex believes that in
the worst case, should First Metal go bankrupt, that Globex's
royalty will be payable by whoever acquires the property.

As reported by the Troubled Company Reporter on February 10, 2009,
First Metals 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 TCR, 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.


FLINTKOTE COMPANY: Wants Plan Filing Period Extended to April 30
----------------------------------------------------------------
Flintkote Company and Flinktote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive period to file a Chapter 11 plan through and including
April 30, 2009, and their exclusive period to solicit acceptances
of that plan through and including June 30.

The official committee of asbestos personal injury claimants and
the legal representative of future asbestos claimants support the
extension request.

This is the Debtors' 14th request for an extension of their plan
filing deadlines.

The Debtors tell the Court that terminating exclusivity at this
stage in the Debtors' cases will not result in a "better" plan or
speedier confirmation, but will only result in increased delay,
extensive litigation and escalating administrative costs.

The Debtors relate that cause exists to extend the exclusive
periods given the complexities of the Chapter 11 cases and the
current and anticipated schedule for confirming the consensual
plan.  There are over 157,000 asbestos-related personal injury
claims against the Debtors pending in various jurisdictions and an
untold number of future asbestos-related personal injury claims,
with current and future liability for Asbestos personal claims
estimated to exceed $3 billion.  The Debtors also submit that the
extension sought is well within the limits of extensions of
exclusivity that have been granted in other asbestos-related cases
pending in the District.

On Sept. 2, 2008, the Court approved the disclosure statement
explaining the Debtors' amended joint plan of reorganization.  
Pursuant to an order dated Sept. 24, 2008, governing discovery
with respect to confirmation of the plan, the Court established
certain deadlines for the filing of objections and responses
related to the confirmation of the Debtors' plan as well as
certain procedures and deadlines related to discovery requests.  
The Court has scheduled the confirmation hearing for the Debtors'
plan for Sept. 14 to 17, 2009.

The Plan proposes establishing a Section 524(g) trust to address
Asbestos Personal Injury Claims against Flintkote Company.  The
Plan also provides that the same trust will serve as a liquidating
trust for Flintkote Mines, to which Flintkote Mines will
contribute its assets under the Plan and from which Asbestos
Claims against Flintkote Mines will be satisfied in accordance
with the terms of the Plan as confirmed.


FOOTHILL RESOURCES: Files for Chapter 11 in Delaware
----------------------------------------------------
On February 11, 2009, Foothills Resources, Inc. and its wholly
owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary
petitions for reorganization relief under Chapter 11 in the U.S.
Bankruptcy Court for the District of Delaware.  Foothills said in
a statement that it will continue to manage its properties and
operate its businesses as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.

The Company also announced that, pending Bankruptcy Court
approval, it has received a commitment from its pre-petition term
lender for up to $2.5 million in revolving credit debtor-in-
possession financing to fund continuing operations.  The facility
matures 90 days from the date of the Company's initial borrowings
thereunder or if earlier, upon confirmation of a plan of
reorganization. Access to the facility will be conditioned upon
the Company's adherence to an operating budget agreed to with the
proposed lender.

The Chapter 11 filing in Delaware occurred two days after a
forbearance agreement expired with the lenders, Bloomberg's Bill
Rochelle reported.  Foothills said that the filing of the
bankruptcy petitions constituted an event of default under the
Credit Agreement, dated as of December 13, 2007, by and among the
Company and its Subsidiaries as borrowers, certain lenders and
Wells Fargo Foothill, LLC, as administrative agent, as amended.  
As a result of such event of default, all obligations under the
Credit Agreement became immediately due and payable.  The Company
believes that any efforts to enforce the payment obligations under
the Credit Agreement are stayed as a result of the filing of the
Chapter 11 case in the Bankruptcy Court.

A regulatory filing by the Company listed assets of $89.5 million
and debt of $78.8 million on Sept. 30, 2008.  The Company had a
$2.1 million net loss for the quarter ended Sept. 30.

                     About Foothill Resources

Foothills Resources, Inc., is an oil and gas exploration company
engaged in the acquisition, exploration and development of oil and
natural gas properties.  The Company's operations are primarily
through its wholly owned subsidiaries, Foothills California, Inc.,
Foothills Texas, Inc. and Foothills Oklahoma, Inc.  Foothills
Resources has entered into an agreement with Moyes & Co., Inc. to
identify potential acquisition, development, exploitation and
exploration opportunities. As of December 31, 2007, two gross (1.5
net) development wells in California (the Vicenus 1-3 re-entry and
deepened well, and the GB 5 development well) had been drilled
with indications of productivity, but were awaiting testing.  As
of December 31, 2007, the Company temporarily suspended further
testing on the two wells, and is in the process of designing
stimulation programs to fracture the formations beyond the damaged
zones in the wells.


FORD MOTOR: Investors May Want Firm to Seek Gov't Bailout
---------------------------------------------------------
Shannon D. Harrington at Bloomberg News reports that investors may
want to Ford Motor Co. to seek financial assistance from the U.S.
government.

According to Bloomberg, credit-default swaps traders are demanding
as much to protect against a Ford Motor default as they are for
General Motors Corp.  Citing market data provider CMA DataVision,
Bloomberg states that the cost to protect Ford Motor debt for five
years has risen eight percentage points in the past two weeks to
83% upfront, the same as GM contracts.  According to the report,
this means that to protect $10 million of Ford Motor bonds for
five years, it would cost about $8.3 million upfront in addition
to $500,000 annually.  This is a sign that investors are convinced
that Ford Motor will need government aid, Bloomberg says.

Bloomberg relates that the contracts have risen each day since
January 28, before Ford Motor posted its worst ever annual loss
and used its entire $10.1 billion credit line after consuming $5.5
billion in cash in the fourth quarter.  

Investors, Bloomberg states, are worried that Ford Motor is
spending too much cash and is too debt laden to survive without
government assistance or without cutting debt by getting
bondholders to give up some claims in exchange for other
securities.  Bloomberg quoted Deutsche Bank analyst Rod Lache as
saying, "The reality is there's not a lot of room for error.  Our
cash burn expectations bring them closer to minimal cash levels by
the end of this year.  And the company has a lot of debt and, many
analysts including us, think it's too much to be viable."

Ford Motor spokesperson Bill Collins said in a statement, "We
believe we can work with all our stakeholders to ensure that Ford
restructures along with the rest of the industry and remains
competitive.  It would be premature to speculate on the possible
outcomes."

According to Bloomberg, Ford Motor CEO Alan Mulally told analysts
and investors during a conference call in January 2009 that the
firm wouldn't have to seek government aid because the U.S. auto
market meets the company's projections.  Bloomberg relates that
Ford Motor expects the sale of 11.5 million to 12.5 million cars
and light trucks this year.  

"Based on current planning assumptions," Ford Motor has enough
liquidity without a government loan, Bloomberg says, citing Mr.
Collins.  Bloomberg quoted Mr. Lache as saying, "They have
sufficient liquidity to last a few more quarters."  

Bloomberg reports that Ford Motor said its available cash
decreased $21 billion in 2008 to $13.4 billion.  Of $25.8 billion
in automotive debt, less than $3 billion is due in the next three
years, and a $10.1 billion revolving loan matures at end of 2011,
Bloomberg says, citing Ford Motor.  Bloomberg relates that Ford
Motor, including its finance unit, has a total of $38 billion in
debt coming due by 2011.

Ford Motor has said it would seek debt-for-equity exchanges to
reduce its debt load, but "the question is how successful those
would be," Bloomberg states, citing Mr. Lache.  According to the
report, Mr. Lache said, "You really have to make a convincing
argument that the alternative is a lot worse for the creditor.  
Right now, while they have sufficient liquidity to last a few more
quarters, it's tougher to make that argument.  And it's tougher to
give the creditor something in exchange like collateral when you
have a lot of collateral that's already encumbered by the secured
debt."

                    About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                      *     *     *

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FOREST OIL: Moody's Assigns 'B1' on $350 Mil. Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 5; 73%) rating to
Forest Oil's pending $350 million 5-year senior unsecured notes
and affirmed its existing Ba3 Corporate Family, Ba3 probability of
default, and B1 (LGD 5; 73%) senior unsecured note ratings.  The
note ratings are assigned under Moody's Loss Given Default
notching methodology.  The Speculative Grade Liquidity rating was
lowered to SGL-3 from SGL-2.  Net proceeds along with working
capital will repay a like amount of outstandings under FST's first
secured borrowing base revolver.

The rating outlook is moved to stable from positive.  This
reflects the low likelihood that FST could reduce leverage
sufficiently under current down-cycle conditions to warrant an
upgrade.  While FST intends to contain capital spending to within
cash flow, cash flow will have also funded a material first half
2009 rise in working capital.  FST has been paying for substantial
previously ordered drilling pipe at a time when accounts payable
are sharply contracting as it lays off third party drilling rigs.  
FST's rig count will decline from 45 active rigs to 20.

Liquidity is adequate for the next four quarters.  It appears that
FST will be able to maintain $300 million to $400 million of
undrawn borrowing availability under its approximately
$1.7 billion pro-forma borrowing base.  The borrowing base will be
reduced from $1.8 billion due to the note offering in a ratio of
0.3 times the amount of the offering.  When and if asset market
conditions improve, FST intends to divest another
$450 million to $750 million in non-strategic assets to reduce
debt.

However, the reduced SGL rating reflects a potentially tight bank
revolver leverage covenant in first quarter 2010.  If natural gas
prices do not recover sufficiently as the year progresses to boost
second half 2008 EBITDA above levels currently expected for first
half 2009, trailing twelve month EBITDA would appear insufficient
to keep Debt/EBITDA below the 3.5x bank covenant.

The ratings are supported by seasoned leadership with a history in
onshore exploitation, supportive hedges on approximately 50% of
2009 production, diversified reserves and large diversified
drilling inventory, the 2008 reduction in unit cash costs,
sufficient margin coverage of cash costs and reserve replacement
costs to withstand weak prices for a reasonable period of time
without adding to leverage, and an adequate capital and liquidity
structure to ride out the down-cycle.

Reserve replacement visibility is reasonably good.  In the
development category, FST has a base of two large, one medium, and
two comparatively small core areas for low risk drilling and
exploitation.  In early stage plays, in formations of already
proven sector productivity, FST has considerable growth off the
current base, FST has reported a strong horizontal well test in
the Haynesville Shale and significant prospective acreage in its
Barnett Shale and Greater Vermejo/Haley programs.

The ratings are restrained by significant leverage for the ratings
and little chance leverage could be materially reduced from
operating cash flow alone, FST's medium reserve and production
scale for the ratings (although the onshore strategy has moved to
a lower operating risk profile), a reduced 2009 production trend
due to reduced capital spending, a high 37% of reserves in the
proven undeveloped category with attendant heavy capital
requirements and drilling, and a need to see FST mount sustained
drilling success with its properties acquired during 2008.

Over the last several years, FST has made major portfolio
transformations involving proportionately major acquisitions and
divestitures as the firm moved away from its historic roots in
short-lived Gulf of Mexico reserves towards longer-lived onshore
properties.  During 2008, FST acquired mid-continent reserves for
cash and stock for a total of $873 million, followed by the
divestiture of Rocky Mountain properties for $200 million cash.

However, FST's move into the capital extensive resource plays,
that are price sensitive and where economical success or failure
can take years to materialize, could result in carrying leverage
that prevents FST from being upgraded in the foreseeable future.  
The company will be funding heavy development capital spending for
several years.  FST has announced a major reduction in capital
spending for 2009 until natural gas prices recover.

Moody's believes that FST's 2008 reserve replacement costs were
acceptable given sector cost conditions during the year and the
fact that the resulting year-end reserve additions had to qualify
under sharply lower oil and gas prices.  That positive point is
tempered, however, by the fact that this was achieved partially
through an material increase in the proportion of higher risk and
largely unfunded proven undeveloped reserves.

FST's leverage on reserves has increased by approximately 10%
since mid-2008 and Moody's believes that leverage will need to
decline in order to solidify the ratings.  The company's plan to
reduce debt after its 2008 acquisitions by selling assets was cut
short by the sharp contraction in the asset market as 2008
progressed.

Moody's last rating action for FST was May 19, 2008, at which time
Moody's assigned ratings to its new note senior note offering,
affirmed existing ratings, and moved the rating outlook to
positive from stable.

Forest Oil is an independent oil and gas exploration and
production company headquartered in Denver, Colorado.


FOREST OIL: S&P Assigns 'BB-' Rating on $350 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-' issue rating and '4' recovery rating to Forest Oil Corp.'s
proposed $350 million senior unsecured notes due 2014.
     
In addition, Standard & Poor's raised it rating on Forest's senior
unsecured debt issues to 'BB-' (same as the corporate credit
rating) from 'B+' and revised its recovery rating to '4' from '5'
on all these issues.
     
At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Forest.  The outlook is stable.
     
S&P expects proceeds of the new issuance to pay down revolver debt
outstanding.  As of Sept. 30, 2008, Denver, Colorado-based Forest
had $2.7 billion in balance sheet debt.
     
"The 'BB-' corporate credit rating on Forest, an oil and gas
exploration and production company, reflects the company's
aggressive financial leverage and S&P's expectation that near-term
hydrocarbon prices will remain weak," said Standard & Poor's
credit analyst David Lundberg.  Partially offsetting these
weaknesses are the company's improved operating results, its good
onshore geographic diversity, and the relatively low-risk nature
of its drilling program.
     
"The revised recovery rating on Forest's senior unsecured debt
reflects S&P's expectations for average -- 30% to 50% -- recovery
in the event of a payment default," added Mr. Lundberg.  Forest's
25% growth in total proved reserves in 2008 increases the
potential collateral value available to creditors.  This higher
value more than offsets the increase in senior unsecured
indebtedness.
     
With 2.7 trillion cubic feet equivalent of proved reserves (63%
proved developed and 75% natural gas) as of year-end 2008, and 518
million cubic feet equivalent of average daily production in 2008,
Forest is one of the larger speculative-grade oil and gas
exploration and production companies that Standard & Poor's rates.  
Forest's producing properties are well diversified across onshore
Canada and the U.S.

The outlook is stable.  S&P could consider a positive rating
action if the company continues to post strong operating results
and Forest reduces debt.  Specifically, S&P would expect debt to
mcfe of total proved reserves to fall to less than $1 and for debt
to EBITDAX, under S&P's short-term pricing assumptions, to be less
than 2.75x.  S&P would consider a negative rating action if near-
term debt to EBITDAX increases to more than 3.25x.


FUSION TELECOM: NYSE Alternext Issues Notice of Delisting
---------------------------------------------------------
Fusion Telecommunications International, Inc. received notice from
the NYSE Alternext US LLC on February 6, 2009, indicating the
Exchange's intent to strike the Company's common stock and common
stock purchase warrants from listing on the Exchange. The Exchange
notice reflects the view of the staff of the Exchange that the
Company's proposed plan of compliance, submitted on November 17,
2008, did not satisfactorily demonstrate the Company's ability to
regain compliance with deficiencies under these sections of the
Exchange Company Guide:

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

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

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

The Exchange notice also cites deficiencies under these sections
of the Exchange Company Guide as additional bases for its
determination:

    --  Section 1003(a)(i) in that Fusion has stockholders' equity
below $2 million and net losses in two of its three most recent
fiscal years, and,

    --  Section 1003(f)(v) in that the Company did not adequately
address the low selling price of its securities within a
reasonable time following being advised by the staff of the
Exchange that it deemed it appropriate for the Company to effect a
reverse stock split.

The Company intends to appeal the Exchange's decision on or before
Friday, February 13, 2009. The Company's Securities will continue
to be listed on the Exchange pending a decision of the Listing
Qualifications Panel that will hear the Company's appeal. If the
Company's Securities are delisted from the Exchange, the Company
believes its Securities are eligible to continue trading on the
Over-the-Counter Bulletin Board.

Based in New York, Fusion Telecommunications International, Inc.
(Amex: "FSN"; "FSN.WS") -- http://www.fusiontel.com-- delivers a  
full range of advanced IP-based services to corporations,
consumers and carriers worldwide. Fusion's Efonica-branded
consumer VoIP products and services focus primarily on serving
customers in Asia, the Middle East, Africa, Latin America and the
Caribbean.


FREESCALE SEMICONDUCTOR: Fitch Downgrades Issuer Rating to 'C'
--------------------------------------------------------------
Fitch Ratings downgrades Freescale Semiconductor Inc.'s Issuer
Default Rating and debt ratings:

  -- IDR to 'C' from 'CCC';

  -- Senior secured bank revolving credit facility (RCF) to
     'CC/RR3' from 'B-/RR3'; and  

  -- Senior secured term loan to 'CC/RR3' from 'B-/RR3'.

Fitch also affirms Freescale's senior unsecured notes and senior
subordinated notes at 'C/RR6'.

Fitch's actions affect approximately $10 billion of total debt,
including the assumption of a fully drawn $690 million RCF.
The downgrade reflects Fitch's belief that Freescale's Feb. 10,
2009 offer to certain existing bondholders to potentially exchange
existing senior unsecured and subordinated notes for new senior
secured term loans at markedly higher interest rate but
significantly below par constitutes a distressed debt exchange.

Under Fitch's criteria, a DDE results from an exchange offer with
a material reduction in terms (bondholders receive meaningfully
less than par) and is de facto necessary, given the expected
outcome of various alternatives, even if not explicitly coercive.  
Freescale's exchange offer also supports Fitch's contention (as
noted in Fitch's Jan. 30, 2009 downgrade of Freescale's IDR to
'CCC') that Freescale will ultimately likely need to meaningfully
restructure its balance sheet regardless of prevailing economic
conditions to meet fixed charges and debt service requirements
over the intermediate term.

Positively, the exchange offer, if consummated as proposed, will
significantly decrease Freescale's total debt and interest
expense, reducing anticipated free cash flow usage and
strengthening credit protection measures over the next few years.  
Procedurally, if the exchange is executed as proposed, Fitch would
lower the IDR on Freescale to 'RD', reflecting the DDE.

Subsequently, Fitch expects to upgrade the IDR on Freescale to at
least 'CCC', with the expectation that the notching of the senior
secured debt could be tightened, depending upon the amount of
incremental senior secured debt related to the DDE.  The Recovery
Ratings, including those on the proposed new incremental term
loans, reflect Fitch's expectation that the new incremental term
loans will be pari passu to the existing senior secured debt and,
therefore, be in a superior position in the event of a
reorganization.  The 'RR/6' ratings on the senior unsecured and
subordinated debt reflects these tranches weak recovery prospects
in bankruptcy.

On Feb. 10, 2009, Freescale offered existing bondholders to
exchange approximately $2.8 billion of eligible senior unsecured
and subordinated notes for up to an aggregate of $1 billion of new
incremental senior secured term loans.  The company's existing
lenders first have the option to provide the additional $1 billion
of new incremental term loans under the senior secured credit
facility, which, if exercised, would reduce the exchange offer to
bondholders by the amounts existing lenders choose to fund.  The
incremental term loans will pay interest at 12.5% per annum,
mature on Dec. 15, 2014, and be guaranteed by the same guarantors
under the senior secured credit facility.

Fitch believes Freescale's liquidity, while sufficient in the near
term, will meaningfully weaken beyond 2009. Pro forma for the $184
million January 2009 draw down on its RCF, liquidity as of Dec.
31, 2008 consisted of approximately $1.6 billion of cash and
equivalents and approximately $35 million of remaining
availability under the senior secured RCF due 2012.  Fitch expects
the company will be a cash user throughout 2009, due to lower
profitability and the potential for incremental cash restructuring
charges.  Consistent with Fitch's current macroeconomic outlook,
Fitch believes that there are limited prospects for a meaningful
demand rebound in 2010.  Moreover, Fitch expects demand weakness
will be broad based but particularly acute within Freescale's
automotive business, given the company's significant exposure to
the 'Big 3' U.S. automakers, which have slashed production levels
in the face of ongoing market share erosion and financial
distress.

Freescale has no debt amortization until December 2012 (aside from
approximately $35 million per year under the term loan facility),
and the company has no financial covenants.  At
Dec. 31, 2008, and pro forma for the draw down on the RCF, total
debt was approximately $10 billion and consisted primarily of:

  -- $640 million outstanding under the company's $690 million
     revolving credit facility due December 2012 (as well as
     approximately $15 million outstanding under letters of
     credit);

  -- Approximately $3.4 billion of a senior secured term loan
     expiring Dec. 1, 2013;

  -- $500 million of floating rate senior notes due 2014;

  -- $1.5 billion of 9.125% PIK senior notes due 2014;

  -- Approximately $2.3 billion of 8.875% senior notes due 2014;
     and

  -- Approximately $1.5 billion of 10.125% senior subordinated
     notes due 2016.


GENERAL GROWTH: Continues to Seek Debt Payment Deadline Extension
-----------------------------------------------------------------
Kris Hudson at The Wall Street Journal reports that General Growth
Properties Inc. continued talks with lenders to seek payment
deadline extension on several expiring loans.

General Growth said in a filing with the U.S. Securities and
Exchange Commission that it might have to file for Chapter 11
bankruptcy protection if it fails to secure deadline extensions on
debts coming due.  WSJ relates that General Growth has
$27 billion in debt as a result of acquisition sprees.  The report
says that the company faces loans coming due on a weekly basis,
but it doesn't have enough cash or borrowing capacity to pay them.

WSJ states that General Growth had at least four major loans
either coming due or past due on Thursday, the largest of which is
a package of two loans totaling $900 million.  General Growth,
according to the report, has pledged two luxury malls on the Las
Vegas Strip as collateral for those debts.  The loan package came
due in December, but lenders entered a "forbearance" pact with
General Growth, pledging not to call the loans due while the
company tries to sort out its financial issues, says the report.   
The report states that the agreement expired on Thursday.

According to WSJ, General Growth also continued negotiations with
lenders in a $95 million loan on the Oakwood Center mall in New
Orleans.  WSJ relates that the loan expired on Monday, but General
Growth secured three consecutive 24-hour extensions to continue
negotiating a longer-term pact.

WSJ says that a $225 million loan arranged by Goldman Sachs Group
Inc. remained past due on Thursday.  WSJ states that Goldman Sachs
arranged the financing in September 2008 to give General Growth
cash to cover mortgages coming due shortly after the company hired
it as one of its three financial advisers.  Citing people familiar
with the matter, WSJ reports that the loan expired on February 2,
and Goldman Sachs has refused to grant an extension unless General
Growth makes concessions, including a higher fee.

WSJ relates that if lenders decide to foreclose on properties
pledged as collateral in the Las Vegas loans, the Goldman Sachs
loan or the Oakwood Center loan, it would cause cross defaults of
General Growth's $2.6 billion credit facility, and would likely
force General Growth to seek bankruptcy protection.

WSJ reports that a $58 million securitized mortgage on the Chico
Mall in Chico, California expired on Wednesday, but the mortgage
is small enough that any foreclosure action by LNR wouldn't
trigger cross defaults of other General Growth debts.  According
to WSJ, LNR Capital Corp., a unit of Cerberus Capital, is the
loan's servicer.  

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner with 200-plus shopping malls in 44 states.  General
Growth is a self-administered and self-managed real estate
investment trust.  General Growth owns, manages, leases and
develops retail rental property, primarily shopping centers.
Substantially all of its properties are located in the United
States, but the company also has retail rental property operations
and property management activities -- through unconsolidated joint
ventures -- in Brazil and Turkey.  Its Master Planned Communities
segment includes the development and sale of residential and
commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas; and Summerlin, Nevada, as well
as the development and sale of its one residential condominium
project located in Natick (Boston), Massachusetts.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had
$29.6 billion in total assets and $27.3 billion in total
liabilities as at Sept. 30.

                        *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.


GENERAL MOTORS: Bondholders May Recover 50 Cents on the Dollar
--------------------------------------------------------------
Caroline Salas and Jeff Green at Bloomberg News report that
JPMorgan Chase & Co. said that General Motors Corp. bondholders
should recover 50 cents on the dollar, based on the concessions
being made by unions.

JPMorgan Chase Eric Selle said that a 50-cent "takeout may seem
high versus current trading levels, we believe bondholders will
not exchange until they approach parity with" treatment of non-
pension retiree expenses, Bloomberg relates.

According to Bloomberg, GM is in talks with bondholders and United
Auto Workers officials, as part of the terms of the U.S.
government bailout.  GM, says Bloomberg, is seeking to reduce its
debt, excluding the government loans, to $33.5 billion from
$62 billion.  According to the report, the government requires GM
to convince bondholders to accept terms that cut $27.5 billion in
unsecured debt to $9.2 billion, in a separate equity exchange.  
The report says that the exchange offers won't affect about
$14.1 billion in debt.  GM must also get an agreement from the
union to cut cash contributions to a union-run retiree health care
fund to $10.2 billion from $20.4 billion in exchange for equity,
the report states.

Bloomberg quoted Mr. Selle as saying, "We tend to side with
bondholders in these negotiations, as the shared sacrifice
argument falls flat.  We believe GM's debt is much too high
relative to its earnings; however, roughly half of GM's debt was
incurred to fund its pension plan in 2003.  In addition, its
$3 billion interest carry doesn't provide as much of a competitive
disadvantage as its union wages, benefits and work rules."

Citing JPMorgan Chase, Bloomberg reports that bondholders could
get half their money back if the government funded 10 cents in
cash and guaranteed 40 cents in new exchange notes.

                     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.


GLEASON/MADDEN PARTNERSHIP: Involuntary Chapter 11 Case Summary
---------------------------------------------------------------
Alleged Debtor: Gleason/Madden Partnership
                2401 South Michigan Avenue
                Chicago, IL 60616

Case Number: 09-04341

Involuntary Petition Date: February 11, 2009

Court: Northern District of Illinois (Chicago)

Petitioner's Counsel: Stahl Cowen Crowley LLC
                      55 W. Monroe Street, Suite 1200
                      Chicago, IL 60603
                      Tel: (312) 641-0060

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Patrick W. Gleason             partnership          $183,834  
791 Panfield Drive             distributions
Carol Stream, IL 60188

Diane E. Gleason               partnership          $183,834  
301 N. Ocean Blvd.             distribution
Pompano Beach, FL 33062

Margaret Ramirez               partnership          $183,834  
1049 Baybrook Drive            distributions
Carol Stream, IL 60188


GOODY'S LLC: Panel Taps Cooley Godward as Lead Bankruptcy Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors in Goody's LLC and
its affiliated debtors' Chapter 11 cases asks the U.S. Bankruptcy
Court for the District of Delaware to employ Cooley Godward
Kronish LLP as its lead counsel.

CGK will:

   a) attend meetings of the committee;

   b) review financial information furnished by the Debtors to
      the committee;

   c) negotiate a budget and the use of cash collateral;

   d) review and investigate the liens of purported secured
      parties;

   e) confer with the Debtors' management and counsel;

   f) coordinate efforts to sell or reorganize assets of the
      Debtors in a manner that maximizes the value for unsecured
      creditors;

   g) review the Debtors' schedules and statements of financial
      affairs;

   h) advise the committee as to the ramifications regarding all
      of the Debtors' activities and motions before the Court;

   i) file appropriate pleadings on behalf of the committee;

   j) review and analyze the Debtors' financial advisor's work
      product and reports to the committee;

   k) provide the committee with legal advice in relation to the
      cases;

   l) prepare various applications and memoranda of law submitted
      to the Court for consideration and handle all other matters
      relating to the representation of the committee that may
      arise;

   m) assist the committee in negotiations with the Debtors and
      other parties in interest on a strategy for these cases;
      and

   n) perform other legal services for the committee as may be
      necessary or proper in these proceedings.

CGK will represent the committee in coordination with Benesch, the
committee's proposed local counsel.  CGK and Benesch have
discussed a division of responsibilities in connection with their
representation and avoid duplication of services in their
representations.

Cathy Hershcope, a member of the firm, tells the Court that CGK's
fees for its services are based on its standard hourly rates.  The
rates were not included in the court documents.

Ms. Hershcope adds that CGK did not receive a retainer with
respect to the representation.

Ms. Hershcope assures the Court that CGK is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

CGK can be reached at:

     The Grace Building
     1114 Avenue of the Americas
     New York, NY 10036-7798
     Tel: (212) 479-6000
     Fax: (212) 479-6275

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GOODY'S LLC: U.S. Trustee Holds Section 341(a) Meeting on March 4
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of Goody's LLC and its affiliated debtors
on March 4, 2009, at 10:00 a.m. at J. Caleb Boggs Federal
Building, 844 North King Street, 5th 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.

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing  
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GOODY'S LLC: Wants to Hire Skadden Arps as Special Counsel
----------------------------------------------------------
Goody's LLC and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware Skadden, Arps, Slate, Meagher &
Flom LLP as special counsel.

Skadden Arps has represented Goody's Family Clothing in the first
bankruptcy cases, handling every aspect of it including the
disclosure solicitation and confirmation of the plan of
reorganization, which plan made effective on Oct. 20, 2008, and
certain of the Debtors emerged from the first bankruptcy.

Skadden Arps will:

   a) assist the Debtors general bankruptcy counsel, Young
      Conaway Stargatt & Taylor, LLP in connection with the
      Debtors' going out of business sales;

   b) represent the Debtors with respect to claims for rent for
      the period from June 9, 2008, to June 30, 2008, in the
      first bankruptcy, including the prosecution of pending
      appeals, the review, reconciliation and resolution of stub
      rent claims, the filing and prosecuting of objections to
      stub rent claims, and the payment of stub rent claims from
      the stub rent reserve established under the confirmation
      order;

   c) represent the Debtors in connection wit claims asserted
      under Section 503(b)(9) of the Bankruptcy Code in the first
      bankruptcy case, including prosecuting pending objections to
      503(b)(9) claims, and transitioning 503(b)(9) claims
      reconciliation to counsel to the plan administrator;

   d) represent the Debtors in connection with administrative
      claims asserted in the first bankruptcy, including motions
      to compel payment of administrative claims, pending cure
      objections, and transitioning administrative claims
      reconciliation to counsel to the plan administrator;

   e) provide the general bankruptcy counsel with information and
      assistance for general bankruptcy counsel's use in
      negotiations among the plan administrator, prentice and
      creditors regarding inter-estate settlement;

   f) appear before the Bankruptcy Court, any district or
      appellate courts, and the U.S. Trustee with respect to
      these matters; and

   g) perform the full range of services normally associated with
      these matters as the Debtors' special counsel.

Skadden Arps will work with the general bankruptcy counsel to
avoid performance of any duplicative services.

Gregg M. Galardi, a member of Skadden, Arps, Slate, Meagher & Flom
LLP, tells the Court that Skadden Arps' professionals' hourly
rates are:

     Partners                       $730 - $1,050
     Counsel                        $695 -   $835
     Associates                     $360 -   $680
     Legal Assistants               $175 -   $295

Mr. Galardi adds that Skadden Arps received $308,524 from the
Debtors for services rendered after Oct. 21, 2008, and an
additional amount of $150,000 to be held as in-account cash for
the advance payment of additional post-confirmation professional
fees and expenses incurred and charged by Skadden Arps in its
representation of the Debtors.  Since engagement, Skadden Arps has
received an aggregate amount of $1,117,7155 for professional
services, including fees and expenses.

Mr. Galardi assures the Court that Skadden Arps is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Skadden Arps can be reached at:

     One Rodney Square
     P.O. Box 636
     Wilmington, Delaware 19899
     Tel: (302) 651-3000
     Fax: (302) 651-3001

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GOODY'S LLC: Wants Schedules, Statements Filing Moved to March 14
-----------------------------------------------------------------
Goody's LLC and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to extend until March 14, 2009,
the time within which they must file their schedules of assets and
liabilities and statements of financial affairs.

The Debtors relate that they need additional time to file
schedules and statements to ensure their accuracy and avoid
confusion on the part of creditors and other parties-in-interest.

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GOODY'S LLC: Wants DJM Asset as Special Real Estate Consultant
--------------------------------------------------------------
Goody's LLC and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to employ DJM Asset Management
LLC as special real estate consultant.

DJM will advise and assist the Debtors in connection with a
variety of matters relating to the disposition of leases.  DJM
will also:

   a) meet with the Company to ascertain the company's goals,
      objectives and financial parameters;

   b) negotiate the termination, assignment or other disposition
      of the leases, including assisting the Debtors at an
      auction of the leases, if needed;

   c) negotiate waivers or reduction of prepetition cure amounts
      and claims with respect to leases; and

   d) assist the Company in the documentation of proposed
      transactions.

Andre B. Graiser, co-president of DJM, tells the Court that DJM
will be paid:

   A. Lease Disposition: For each closing of a transaction in
      which any lease is assigned or otherwise transferred to a
      third party, the consultant will earn a fee in the amount
      equal to 3.75% of the gross proceeds of the disposition.  
      The consultant will not be entitled to a fee in connection
      with the disposition of any leases pursuant to a purchase
      of substantially all the Debtors' remaining assets where
      the Debtors have received a binding letter of intent for
      the transaction on or before Feb. 9, 2009.

   B. Reduction in Bankruptcy Claims: (i) For a lease assumed and
      assigned by the Debtor, if the amount required to be paid
      to the landlord to cure defaults existing at the time of
      assumption is reduced below the cure amount that the
      Debtors acknowledges is owing, the consultant will receive
      a fee for the waiver or reduction of the cure amount in the
      amount equal to 3.75% of the total amount so reduced or
      waived; (ii)For any lease rejected by the Debtors, if the
      landlord agrees to reduce or waive the claim it could
      assert under Bankruptcy Code, or otherwise, the consultant
      will receive a fee in an amount equal to 3.75% of the
      savings of the dividend that otherwise would have been
      payable to the landlord in the Debtors' bankruptcy cases.

Pursuant to the consulting agreement, DJM will be compensated for
additional consulting services that are not otherwise provided for
in the agreement at the rate of $350 per hour.

Mr. Graiser adds that the agreement provides that the Debtors will
pay all pre-approved out-of-pocket expenses of DJM, not to exceed
$15,000 in the aggregate.

Mr. Graiser further states Upon the receipt of the $28,000 in
proceeds payable to the Debtors from the disposition of the leases
and from proceeds, the Debtors will pay DJM $100 per lease
property in consideration for its indirect administrative costs.

A full-text copy of the consulting agreement is available for free
at: http://bankrupt.com/misc/djmservicegreement.pdf

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

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GREATER OHIO ETHANOL: Has Another Buyer For Lima Ethanol Plant
--------------------------------------------------------------
Greater Ohio Ethanol asks the U.S. Bankruptcy Court for the
Northern District of Ohio for approval to sell its ethanol plant
to Paladin Ethanol Acquisition LLC.

Greater Ohio has a 54-million-gallon-a-year ethanol plant in Lima,
Ohio, which cost $117 million to build.

According to Bloomberg's Bill Rochelle, Paladin has offered to buy
the plant for $5.75 million cash and a note for $15 million.  The
note can be deemed paid in full if the buyer pays $2.5 million
within two years.

Mr. Rochelle notes that this is Greater Ohio's third try to sell
its assets. The Bankruptcy Court previously set a December 15,
2008 deadline for submitting bids for the Debtor's assets.  The
Debtor, however, wasn't able to identify acceptable bids.  In a
second round of bidding in January 2009, NextGen Energy LLC signed
up to buy the facility for $5 million cash and a note for $15.05
million.  NextGen, however, failed to make the required deposit
and the sale was canceled.

The company responded to the second failed sale by filing a motion
either to convert the case to liquidation in Chapter 7 or approve
a sale.  Before a hearing on the sale or conversion motion,
Paladin conveyed its bid for the plant.

The official committee of unsecured creditors objects to the sale
on grounds that it only benefits secured creditors.  The committee
has also pointed out that the buyer is affiliated with one of the
owners of company.

Ethanol Producer Magazine said in January that the attorneys for
Greater Ohio Ethanol estimated the plant's sale price to be $18
million, less than the $90 million owed to major investors.

                       About Greater Ohio

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$100 million to $500 million each.


HARTMARX CORP: Creditors Panel Can Hire Neal Gerber as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors in Hartmarx
Corporation and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Neal, Gerber & Eisenberg, LLP, as counsel.

NGE is expected to:

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

   b) assist, advise and represent the committee in analyzing the
      Debtors' assets and liabilities, participate in and review
      any proposed assets sales, any asset dispositions,
      financing arrangements and cash collateral stipulations or
      proceedings;

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

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

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

   f) advise the Committee on the issues concerning the
      appointment of a trustee or examiner;

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

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

   i) providing other services to the committee as may be
      necessary in the Chapter 11 cases.

NGE intended to work closely with other professionals employed by
the committee to ensure that there is no duplication of services
performed or charged to the Debtors' estates.

NGE's current hourly rates for paralegal and lawyers range from
$140 to $795, depending on the background and experience of a
particular lawyer or paralegal.  The hourly rates of NGE's
professionals employed in Hartmarx's cases are:

     Mark A. Berkoff                            $625
     Thomas C. Wolford                          $525
     William Choslovsky                         $495
     Deborah M. Gutfield                        $450
     Marc I. Fenton                             $450
     Nicholas M. Miller                         $395
     Jason Frye                                 $290
     Nina Taylor Brody                          $240

Mark A. Berkoff, a partner at NGE, told the Court that NGE has not
received any payments regarding its professional services or
expenses related to its representation to the committee.

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

                          About Hartmarx

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.  The company and its affiliated debtors filed for
bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead
Case No. 09-02046).  George N. Panagakis, Esq., Felicia Gerber
Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
$483,108,000 in total assets and $261,220,000 in total debts as of
August 31, 2008.


HARTMARX CORPORATION: Taps Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------------
Hartmarx Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Skadden, Arps, Slate, Meagher & Flom LLP as
counsel.

Skadden, Arps is expected to:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of these Chapter 11 cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11 of the Bankruptcy Code;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtors' estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in the Debtors may be involved, and objections
      to claims filed against the estates;

   d) prepared, on behalf of the Debtor, motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estates;

   e) prepare and negotiate on the Debtors' behalf plan of
      reorganization, disclosure statement and all related
      agreements and documents and take any necessary action on
      behalf of the Debtor to obtain confirmation of the plan;

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

   g) perform other necessary legal services and providing other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 Cases; and

   h) appear before the Court, any appellate courts, and the
      United States Trustee and protect the interests of the
      Debtors' estates before the courts and the United States
      Trustee.

The Debtors related that on Jan. 13, 2009, Skadden received a
retainer of $350,000, and on Jan. 22, 2009, Skadden received a
supplement to the retainer in the amount of $175,000, to be
applied against anticipated professional services and expenses
charged by Skadden.  Prior to Hartmarx's Chapter 11 filing,
Skadden drew the full amounts of the Retainer to pay for estimated
fees and expenses incurred prior to and up to the petition date
but that were unable to be billed specifically because these
amounts had not yet been processed through Skadden's billing
system.  All of these fees, charges and disbursements are
attributable to legal services performed.
                                                                        
Skadden Arps' professional hourly are:

     Partners                              $730 to $1,050
     Counsel                               $695 to   $835
     Associates                            $360 to   $680
     Legal Assistants and Support Staff    $175 to   $295

To the best of the Debtors knowledge, Skadden Arps is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Skadden Arps can be reached at:

     One Rodney Square
     P.O. Box 636
     Wilmington, Delaware 19899
     Tel: (302) 651-3000
     Fax: (302) 651-3001

                    About Hartmarx Corporation

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.  The company and its affiliated debtors filed for
bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead
Case No. 09-02046).  George N. Panagakis, Esq., Felicia Gerber
Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
$483,108,000 in total assets and $261,220,000 in total debts as of
August 31, 2008.


HCA INC: Fitch Assigns 'B+' Rating on $300 Mil. Proposed Notes
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR3' to HCA Inc.'s
proposed offering of $300 million in senior secured second lien
notes due 2017.  Fitch currently rates HCA:

  -- Issuer Default Rating (IDR) 'B';
  -- Secured Bank Credit Facility 'BB/RR1';
  -- Senior Unsecured Notes 'CCC+/RR6';
  -- Second Lien Notes 'B+/RR3'.

The Rating Outlook is Stable.

Total rated debt at Dec. 31, 2008, was approximately $27 billion.  
The new notes will rank pari passu with the existing second lien
notes.

Fitch expects the proceeds of the proposed debt offering to be
used to reduce outstanding indebtedness.  One of Fitch's key
concerns regarding the credit is the large amount of debt maturing
between 2010 and 2013, including approximately
$12 billion in secured term loan borrowings that mature in 2012
and 2013.  Fitch believes the company will not be able to satisfy
all of these maturities with cash on hand and free cash flow.  In
addition, market conditions may not be amenable to refinancing
large quantities of bank debt.  Fitch notes that the proposed
notes should begin to address these concerns, although additional
activity is expected in the future to address these maturities.

HCA's ratings reflect the company's significant leverage and
challenging industry environment, partially offset by improvements
in its operations and debt levels.  HCA has reduced outstanding
debt by more than $1.4 billion since its leveraged buy-out in 2006
while leverage (total debt/EBITDA) has declined to approximately
5.8 times from 6.6x at Dec. 31, 2006.  HCA also generated
approximately $197 million of free cash flow during 2008 after
experiencing negative free cash flow in 2006 and 2007.  Operations
have also improved as the company reported its fifth consecutive
quarter of positive same-facility adjusted admissions growth
during the fourth quarter.  Volumes should continue to benefit in
2009 as several planned capacity additions are completed.  
However, Fitch notes that HCA's credit profile is constrained by
high debt and leverage levels as well as an increasingly
challenging industry environment.  With approximately $27 billion
in debt outstanding and 5.8x leverage at Dec. 31, 2008, HCA's debt
and leverage are high for the rating category.

In addition, HCA is facing a difficult operating environment with
increases in unemployment and uninsured patients expected to
continue while Medicaid funding declines.  Fitch expects these
pressures to result in increased bad debt expense, decreased
volumes, and pressures on Medicaid reimbursement for the for-
profit hospital industry in 2009.  This could pressure the
company's ability to generate cash flow in order to service debt
and fund operations.


HCA INC: Moody's Assigns 'B2' Rating on Proposed $100 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to HCA Inc.'s
proposed offering of $300 million of second lien secured notes.
Moody's understands that the new notes will rank pari passu with
the company's existing second lien notes.  Moody's also affirmed
the existing ratings of HCA, including the B2 Corporate Family
Rating.  The outlook for the ratings is stable.

Moody's understands that the proceeds of the notes will be used to
repay other indebtedness.  "The affirmation of HCA's ratings
reflects Moody's belief that while the issuance of the new notes
will likely increase interest cost, it is not expected to result
in incremental leverage," said Dean Diaz, Vice President -- Senior
Credit Officer at Moody's.  Moody's also understands that the
company will seek to amend the terms of its asset-based revolving
credit facility and term loan and revolving credit facilities to
allow for future issuance of additional first lien debt as long as
that debt is used to repay existing first lien debt.

HCA's B2 Corporate Family Rating continues to reflect the
significant leverage of the company resulting from the November
2006 leveraged buyout.  The considerable interest cost associated
with the debt results in modest interest coverage metrics and
limited free cash flow.  The rating also reflects the expectation
that HCA's margin performance will continue to be pressured by the
unfavorable trends in bad debt expense and weak volumes that have
been plaguing the industry as a whole.  However, HCA's scale and
market strength should aid in weathering these developments.
Additionally, the company is expected to maintain good liquidity
over the next year.

Moody's rating actions are summarized below.

Ratings assigned:

  -- $300 million Second Lien Notes due 2017, B2 (LGD4, 57%)

Ratings affirmed/LGD Assessments revised:

  -- $2,000 million ABL Revolver due 2012, to Ba2 (LGD2, 12%)
     from Ba2 (LGD2, 13%)

  -- $2,000 million Revolving Credit Facility due 2012, Ba3
     (LGD3, 32%)

  -- $2,750 million Term Loan A due 2012, Ba3 (LGD3, 32%)

  -- $8,800 million Term Loan B due 2013, Ba3 (LGD3, 32%)

  -- $1,250 million Euro Term Loan due 2013, Ba3 (LGD2, 23%)

  -- $1,000 million Second Lien Notes due 2014, B2 (LGD4, 57%)

  -- $3,200 million Second Lien Notes due 2016, B2 (LGD4, 57%)

  -- $1,500 million Second Lien PIK Notes due 2016, B2 (LGD4,
     57%)

  -- Senior unsecured notes (various), Caa1 (LGD6, 90%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-2

Moody's last rating action was on November 20, 2006, when HCA's
unsecured notes were downgraded to Caa1 from Ba2 following the
closing of the leveraged buyout of the company.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 166 hospitals and 107
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of September 30, 2008.  For the year ended
December 31, 2008, the company recognized revenue in excess of
$28 billion.


HCA INC: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Rating Services said that it revised its outlook
on Nashville, Tennessee-based HCA Inc. to stable from negative,
and affirmed its existing ratings on the company.  At the same
time, it assigned its 'BB-' rating to the company's proposed $300
million senior secured second lien notes offering, with a recovery
rating of '2', indicating the expectation of substantial recovery
(70%-90%) in the event of default.  The proceeds of the notes
offering are expected to be used to retire existing debt.
     
"The outlook revision reflects our reduced expectation of a rating
downgrade within the next 12 months," said Standard & Poor's
credit analyst Alain Pelanne.  "A key factor is our view of
relatively steady cash flow prospects through 2009, accompanied by
ample liquidity provided by substantial revolver capacity and the
lack of onerous debt covenants," he continued.
     
The speculative-grade rating on HCA Inc. continues to reflect
S&P's concern that the largest U.S. owner and operator of acute
health care facilities is particularly sensitive to reduced
capacity utilization and pricing, by virtue of the significant
debt leverage assumed in its November 2006 leveraged buyout.
     
While HCA has a large portfolio of 166 hospitals and 105
ambulatory surgery centers, S&P believes a concentration in
several of its markets, highlight its strength, as well as its
vulnerability.  HCA enjoys relatively strong negotiating positions
with private insurance companies in these markets, but also is
susceptible to regional variations in demand, particularly in
Florida and Texas.  S&P believes managed care price increases,
which exceeded 6% in 2008, should average about the same amount in
2009.  At the same time, however, a spike in relative economic
weakness within HCA's regions would magnify the slackening demand
for elective procedures S&P expects to occur in the U.S. this
year.  Similarly, regional concentrations could amplify the
effects of a national uptrend in the level of uncompensated care.  
In the 2008 fourth quarter alone, HCA's charity care and uninsured
discounts increased by $204 million.  Furthermore, bad debt
expense in fiscal 2008 increased
$279 million, contributing to a decline in operating margins to
16.1%, compared with 17.1% year over year.  Lastly, given its
general dependence on third-party reimbursement, S&P expects that
persistent efforts of large insurers and government programs will
remain an ongoing uncertainty as they seek to limit the seemingly
inexorable growth in the cost of providing care to their
beneficiaries.  


HOUGHTON MIFFLIN: S&P Junks Rating on 1st-Lien Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Dublin, Ireland-based Education Media &
Publishing Group Ltd. and its Houghton Mifflin Harcourt Publishers
Inc. subsidiary.  S&P lowered the corporate credit rating to 'CCC'
from 'B-'.  The rating outlook is negative.  EMPG (formerly HM
Rivergroup PLC), a leading educational publisher, had consolidated
debt and preferred stock of about $7.6 billion as of Sept. 30,
2008.
     
In addition, S&P revised the recovery rating on Houghton Mifflin's
first-lien credit facilities to '3', indicating S&P's expectation
of average (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) from 'B'.
     
"The ratings downgrade reflects our concern about diminished near-
term prospects for textbook educational spending; the likelihood,
in our view, of continued weak operating performance; and the
repercussions for liquidity amid tightening financial covenants,"
said Standard & Poor's credit analyst Hal Diamond.
     
Sales declined 5.8% and EBITDA fell 2.2% in the seasonally
important three months ended Sept. 30, 2008, reflecting strained
state and local budgets.  S&P anticipates that the industrywide
decline in education spending is likely to continue in 2009 due to
the recession, resulting in states postponing textbook purchases.
     
The rating also considers S&P's view of the company's heightened
financial risk resulting from EMPG's December 2007 $4 billion
acquisition of the former Harcourt education and trade businesses
from Reed Elsevier PLC, which S&P does not believe is meaningfully
offset by the company's good business position in the educational
publishing industry.  The May 2008 $768 million sale of its
Houghton Mifflin college publishing business modestly lessened the
company's operating diversity and increased its reliance on the
cyclical K-12 educational publishing business.  EMPG has
significantly higher leverage than its peers, which could put it
at a competitive disadvantage.
     
Standard & Poor's expects that continued weak operating
performance and negative discretionary cash flow would necessitate
an amendment to financial covenants.  Furthermore, S&P believes
that the cost that the company's banks would apply in fees and an
increase in the interest margin associated with an amendment would
further compress its interest coverage and liquidity.  Given
continued negative discretionary cash flow, and without a material
improvement in profitability in 2009, S&P believes that the
company's current liquidity would be depleted by 2010.


JOBSON MEDICAL: Deteriorating EBITDA Cues Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Jobson Medical
Information LLC by one notch, while concurrently placing the
ratings on review for possible further downgrade.  The Corporate
Family Rating was lowered to Caa1 from B3, the Probability of
Default Rating was lowered to Caa2 from Caa1, and the rating on
the first lien senior secured credit facility was lowered to Caa1
from B3.

The downgrade reflects recent deterioration in Jobson's key credit
metrics and liquidity profile and Moody's expectation that
operating results will continue to be challenged throughout 2009.  
End market demand for healthcare-related advertising and marketing
services had remained fairly resilient to macroeconomic pressures
through the third quarter of 2008, but experienced considerable
weakness in the fourth quarter.  As a result, Jobson reported a
decline in revenue and EBITDA of approximately 21% and 40%,
respectively, in the quarter ended December 31, 2008.  Solid
results in the education segment only partly offset profit
declines in the optical, alert marketing, and medical abstract
data businesses.  Consolidated results were considerably below
expectations and Moody's does not anticipate a material
improvement in EBITDA or key credit metrics in the near term.

Furthermore, as of February 4, 2009, Jobson no longer has access
to its $15 million revolver.  The deterioration in EBITDA,
combined with scheduled step-downs in the leverage covenant, led
to a financial covenant default on the senior secured credit
facility for the quarter ending December 31, 2008.  Currently,
Jobson's cash balance approximates $5 million, which Moody's
anticipates will be needed in the first quarter of 2009 to fund
working capital needs.  The review for possible downgrade will
primarily focus on the terms of an amendment, if obtained,
Jobson's expected run rate operations, and the company's ability
to maintain sufficient financial flexibility and liquidity over
the near to intermediate term in light of current macroeconomic
and end market challenges.

Moody's downgraded these ratings and placed them on review for
possible further downgrade:

  -- $15 million senior secured first lien revolving credit
     facility, to Caa1 (LGD3, 33%) from B3 (LGD3, 35%)

  -- $107 million senior secured first lien term loan B facility,
     to Caa1 (LGD3, 33%) from B3 (LGD3, 35%)

  -- $25 million senior secured delayed draw term loan facility,
     to Caa1 (LGD3, 33%) from B3 (LGD3, 35%)

  -- Corporate Family Rating, to Caa1 from B3

  -- Probability of Default Rating, to Caa2 from Caa1

The previous rating action occurred on May 2, 2006 when Moody's
assigned a first-time Corporate Family Rating of B3.  Jobson's
ratings were assigned by evaluating factors Moody's believe are
relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.

These attributes were compared against other issuers both within
and outside Jobson's core industry and Jobson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Jobson Medical Information LLC, headquartered in New York City,
provides marketing services, information databases, trade
publications, medical education programs, events, websites and
other digital and traditional media services to the healthcare
market.  The company reported pro forma revenues (adjusted for a
divestiture completed in January 2009) of approximately
$93 million for the year ended December 31, 2008.


LEHMAN BROTHERS: Examiner Gets to Issue Subpoenas, Demand Docs.
---------------------------------------------------------------
The examiner for Lehman Brothers Holdings Inc. was given power by
the bankruptcy judge to compel witnesses to produce documents and
submit to examinations under oath, Bloomberg's Bill Rochelle
reports.

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

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

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

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

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

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

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

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

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

Mr. Valukas, according to Bloomberg, also convinced the judge not
to force him to share all of the fruits of his investigation with
lawyers for Lehman.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Seeks to Inject $272M to Woodlands to Keep Stake
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to inject capital of $272 million Woodlands Commercial
Bank to avoid a fire sale of its assets by regulators.

Woodlands Commercial, a chartered industrial bank based in Utah,
is owned by Lehman Brothers Bancorp Inc., a subsidiary of Lehman
Brothers Holdings.  It has about $2 billion in assets, primarily
in the form of cash and easily saleable securities.  As of
September 30, 2008, the Bank's financial statements reflected the
value of LBHI's equity interest in the Bank at $1 billion.

Since September 30, 2008, there has been no significant change in
the composition of the Bank's assets or its liabilities.  However,
due primarily to certain actions by Lehman Brothers Inc.
surrounding the Bank's purchase of certain municipal securities on
September 12, 2008 through LBI and LBI's failure to deliver the
securities, the Bank's December 31, 2008 financial report reflects
a material decrease in the Bank's capital level to the point that
the Bank's regulators now contend the Bank is insufficiently
capitalized as calculated under applicable banking regulations.
Notwithstanding the impact of the full reserve for the Bank's
municipal bonds and effect of fair value accounting, as of Dec.
31, 2008, the value of LBHI's equity interest was still
$430 million.

Woodlands Commercial's assets, according to LBHI, are reportedly
at risk of being seized and liquidated by the Federal Deposit
Insurance Corporation due to its failure to meet sufficient
capital level required by FDIC and the Department of Financial
Institutions, in Utah.

Based on its quarterly financial reports ending December 31, 2008,
Woodlands Commercial's risk-based capital is about $405 million,
which produced a total risk-based capital ratio at a 5.4% level,
leaving the bank below the 8% ratio considered adequate under the
regulations of the FDIC and DFI.  FDIC has reportedly issued a
cease and desist order requiring Woodlands Commercial to raise its
capital by no later than February 20, 2009, and submit a capital
plan on how it would maintain a sufficient capital by no later
than February 19, 2009.
                           
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
says that LBHI and the management of Woodlands Commercial, in
consultation with the Official Committee of Unsecured Creditors,
are already working on the capital plan.  "Central to this plan is
an initial capital infusion by [Lehman Brothers Holdings] of up to
approximately $200 million into the bank so that the bank
presently reaches the adequacy," he says.

Mr. Perez says that Lehman Brothers Holdings will also make
subsequent capital infusions of up to $72 million to assure that
Woodlands Commercial's adequate capital level will be maintained.

"By investing the capital, [Lehman Brothers Holdings] secures
sufficient time to permit either a sale of [Woodlands Commercial]
or a voluntary planned resolution of the bank's affairs in an
orderly and organized fashion," Mr. Perez says, adding that an
immediate liquidation of Woodlands Commercial is likely to leave
large deficiency claims asserted by the bank's creditors against
Lehman Brothers Holdings' estate.

Under the capital plan, Lehman Brothers Holdings and Woodlands
Commercial also consider the possible termination of the Utah
bank's existing participation in unfunded loan commitments of
other Lehman units to improve its overall capital position.  They
also consider pursuing the recovery of municipal securities worth
about $534 million that Woodlands Commercial purchased through its
affiliated broker dealer, Lehman Brothers Inc.

The securities, which had been incorrectly deposited in an account
allegedly subject to a pledge agreement between LBI and JPMorgan
Chase, had reportedly been seized and sold by JPMorgan without
Woodlands Commercial's consent.  LBI's failure to deliver the
securities reportedly caused the decline in Woodlands Commercial's
capital level as reflected in its December 2008 financial report.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Replaced as Lead Lender in Maui Land's Loan
------------------------------------------------------------
Maui Land & Pineapple Company, Inc. (MLP), said it has concluded a
financing agreement to complete construction of its joint venture
project, The Ritz-Carlton Club and Residences at Kapalua Bay.  
After filing for bankruptcy in September 2008, the joint venture's
lead lender, Lehman Brothers Holdings, Inc. (Lehman), discontinued
its funding of the project. On January 28, 2009, the United States
Bankruptcy Court approved terms of a new loan agreement sufficient
to fully fund completion of the development.

Under the new agreement, Central Pacific Bank replaces Lehman as
the administrative agent under the loan.  Lehman has agreed to
provide $35 million of the $120 million in completion financing,
with other co-lenders, including Deutsche Hypothekenbank and
Landesbank Baden-Wurttemberg and Marriott International, Inc.,
providing the balance.

"We are very pleased with this outcome and are grateful to
Marriott International, Inc.'s Ritz-Carlton Development Co., the
contractor Nordic/PCL and the co-lenders who continued to fund the
project while completion financing issues were resolved," said
Robert Webber, President and CEO of MLP.  "Because of their
commitment and the efforts of our Senior Vice President/
Development, Ryan Churchill, we never lost a day of construction
and were able to sustain the jobs of hundreds of construction
workers from our community."

"We continue to be encouraged by construction progress, and the
project is on schedule to open in June," continued Mr. Webber.  
"We believe Kapalua Bay will offer purchasers the most stunning
ocean-front luxury experience in the state of Hawai'i.  Moreover,
because many other luxury projects in the state have recently been
abandoned, we believe the project is well-positioned for the
eventual economic recovery."

The Ritz-Carlton Club and Residences at Kapalua Bay offer 84
private ownership residences and 62 residences sold in deeded,
one-twelfth fractional ownership interests, along with an
abundance of amenities on a 24-acre oceanfront site, complemented
by dramatic mountain and ocean views overlooking one of Maui's
most spectacular beaches.

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and
successor to a business organized in 1909.  Its principal
operating subsidiaries are Maui Pineapple Company, Ltd., a
producer and marketer of Maui-grown pineapple, and Kapalua Land
Company, Ltd., operator of Kapalua Resort, a master-planned resort
community in West Maui. On the Net: http://www.mauiland.com/and  
http://www.kapalua.com/

                  About Lehman Brothers Holdings

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.  
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

            International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LENOX GROUP: Disclosure Hearing Suspended Due to Funding Delays
---------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York adjourned indefinitely the hearing on the
disclosure statement to Lenox Group, Inc.'s Chapter 11 plan
because the lenders who plan to buy the company have not secured
financing, Bloomberg's Bill Rochelle reported.

The Chapter 11 plan is built around the sale of the company to
prepetition term loan lenders, who have offered to credit bid
their claims to partly pay for the assets.

Judge Gropper, according to Bloomberg News, previously said that
the disclosure statement to the Plan can't be approved because the
Plan depends on a purchase that might not be funded and the
Disclosure Statement doesn't include enough information about how
unsecured creditors would be repaid.  The Bankruptcy Code provides
that a disclosure statement to the plan must provide adequate
information necessary for creditors to make an informed judgment
of the plan.  Creditors may also seek denial of a disclosure
statement accompanied by a reorganization plan that is "not
confirmable".

"We don't know if the term-loan lenders are going to bid
because we don't know if they have financing," Judge Gropper said.
He said that to approve a plan now, and have creditors vote on it,
would be a needless expense if the purchase plans fall through,
according to the Bloomberg report.

Before Lenox's bankruptcy filing, the term-loan lenders negotiated
an agreement to purchase the business by bidding their secured
claims.  According to Bloomberg's Bill Rochelle, prepetition term-
loan lenders, owed $98.75 million, are expected to bid for the
business.  The term lenders will submit a credit bid, or will
offer to buy assets in exchange for a portion of their claims.

Lenox Group Inc., has already obtained approval from the
Bankruptcy Court to conduct an auction for its assets or business
on Feb. 11, 2008.  Bids are due Feb. 6, five days before the
auction.  Lenox will present the results of the auction at a
hearing on Feb. 20.

Prior to the petition date, Lenox and the prepetition lenders, on
November 23, reached agreement on a term sheet, which presents the
material terms of the sale.  The parties also entered into a plan
support agreement, which provides, among other things,

   (i) the sale of the Debtors would be effectuated through the
       terms of a pre-negotiated chapter 11 plan,

  (ii) the Debtors would use their reasonable best efforts to
       adhere to the negotiated timeline for the Sale, and

(iii) subject to certain conditions, the Term Loan Lenders would
       not object to and would support the DIP Credit Facility
       and consummation of the Sale.

The salient terms of the Plan Term Sheet are:

* The Term Loan Lenders will create a new entity ("New Lenox")
   to which all of the claims under the Term Loan Agreement owned
   by the Term Loan Lenders party to the Plan Support Agreement
   will be transferred.  The Term Loan Lenders will credit bid an
   amount up to the aggregate amount of their claim arising under
   the Term Loan Agreement for the Purchased Assets of the
   Debtors. Upon closing of the Sale, New Lenox will own 100% of
   the equity in New Lenox;

* Certain of the Revolving Loan Lenders will extend a
   $85 million postpetition revolving credit financing facility
   to the Debtors, and the Revolving Lenders' claims under the
   Revolving Loan Agreement will be rolled-up into the DIP Credit
   Facility;

* Holders of general unsecured claims will receive their a pro
   rata share of an amount to be agreed upon by the Term Loan
   Lenders; and

* Holders of Lenox Group common stock will receive no recovery.

                   About Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LIGHTPOINT CLO: Moody's Reviews Ratings on Notes for Likely Cuts
----------------------------------------------------------------
Moody's Investors Service announced that it has placed under
review for possible downgrade these notes issued by LightPoint CLO
2004-1, Ltd.:

  -- Class A-1-A Senior Secured Notes, Aaa Placed Under Review
     for Possible Downgrade; previously on February 19, 2004
     Assigned Aaa.

Additionally, Moody's has downgraded and placed under review for
possible downgrade these classes of notes:

  -- Class A-1-B Senior Secured Notes, Downgraded to Aa2 and
     Placed Under Review for Possible Downgrade; previously on
     February 19, 2004 Assigned Aaa;

  -- Class B Senior Secured Notes, Downgraded to A2 and Placed
     Under Review for Possible Downgrade; previously on February
     19, 2004 Assigned Aa1;

  -- Class X Deferrable Amortizing Senior Secured Notes,
     Downgraded to Ba1 and Placed Under Review for Possible
     Downgrade; previously on February 19, 2004 Assigned A2;

  -- Class C Deferrable Secured Notes, Downgraded to Ba2 and
     Placed Under Review for Possible Downgrade; previously on
     February 19, 2004 Assigned A3;

  -- Class D Secured Notes, Downgraded to B2 and Placed Under
     Review for Possible Downgrade; previously on November 24,
     2008 Downgraded to Baa3.

Finally, Moody's has downgraded these notes:

  -- Class E Subordinated Secured Notes, Downgraded to Ca;
     previously on November 24, 2008 Downgraded to B1.

LightPoint CLO 2004-1, Ltd. is a collateralized loan obligation
backed primarily by a portfolio of senior secured loans.  As
reported by the trustee, on December 10, 2008 the transaction
experienced an "Event of Default" caused by a failure of the
overcollateralization ratio with respect to the Class A-1A Notes
to be at least equal to 103%, as required under the indenture
dated February 19, 2004.  This Event of Default is continuing.
Moody's notes that the transaction provides that the computation
of overcollateralization ratios include a haircut to par value of
any collateral obligation with a market value below 85% of its
principal balance.  (This haircut will continue until such
obligation trades at a market value of at least 95% of its
principal balance for 60 consecutive days.)  The trustee reports
that the haircut is being applied to a significant proportion of
the underlying collateral.  As reported by the trustee, the deal
is failing all of its overcollateralization tests; as a result all
interest proceeds and principal proceeds on the last payment date
were used to pay principal on the Class A-1A notes after paying
interest due to the Class A-1A, Class A-1B, and Class B Notes.  
The Class X, Class C, Class D, and Class E Notes are currently
deferring interest.

The rating actions taken reflect the occurrence of the Event of
Default, the application of Moody's revised assumptions with
respect to default probability, the treatment of ratings on
"Review for Possible Downgrade" or with a "Negative Outlook," the
calculation of the Diversity Score, as well as the consideration
of credit deterioration in the underlying portfolio.  The revised
assumptions that have been applied to all corporate credits in the
underlying portfolio are described in the press release dated
February 4, 2009.  Credit deterioration of the collateral pool is
observed in, among others, an increase in the dollar amount of
defaulted securities with diminished expected recoveries.

As provided in the indenture, during the occurrence and
continuance of an Event of Default, certain holders of notes may
be entitled to direct the trustee to take particular actions with
respect to the collateral and the notes.  The severity of losses
may depend on the timing and choice of remedy to be pursued
following the default event. Because of this uncertainty, the
ratings of the Class A-1-A, A-1-B, B, X, C and D notes are placed
under review for possible downgrade.


MGM MIRAGE: Fitch Downgrades Issuer Default Rating to 'B'
---------------------------------------------------------
Fitch Ratings has downgraded MGM MIRAGE's Issuer Default Rating
and outstanding debt ratings:

  -- IDR to 'B' from 'BB-';
  -- Senior secured notes to 'BB-/RR2' from 'BB';
  -- Senior unsecured credit facility to 'B+/RR3' from 'BB-';
  -- Senior unsecured notes to 'B+/RR3' from 'BB-';
  -- Senior subordinated notes to 'CCC/RR6' from 'B'.

The Rating Outlook remains Negative.  The downgrade affects MGM's
$7 billion credit facility, $6.5 billion of outstanding senior
unsecured debt, $848 million of outstanding senior subordinated
debt, and $750 million senior secured notes.

The 2-notch downgrade of the IDR reflects Fitch's more pessimistic
2009-2010 operating outlook since Fitch previously downgraded
MGM's IDR on Oct. 22, 2008.  The downgrade also reflects MGM's
continued inability to as yet complete CityCenter financing at the
joint venture level, resulting in a greater burden on MGM's
balance sheet, as it contributes cash to the project.  The 'B' IDR
is supported by MGM's reasonable flexibility with respect to
raising capital or reducing spending in order to meet CityCenter
funding needs and reduce risk related to debt maturities beyond
2009.

As indicated in reports dated Dec. 16, 2008 and Jan. 30, 2009,
Fitch's gaming outlook for 2009-2010 has become more negative,
particularly with respect to destination markets, such as the Las
Vegas Strip, where MGM is heavily exposed.  As the recession
deepened in the last few months, Fitch has also become more
concerned regarding the impact of additional supply on the Las
Vegas Strip over the next 12-18 months.

In addition to the demand pressure from weakening U.S. consumer
spending, reduced airline capacity and international demand have
contributed to declines in Las Vegas visitation levels during this
recession well beyond any economic downturn since at least 1970.  
At the same time, declines in industrywide hotel RevPAR levels
accelerated significantly in fourth quarter 2008 (Q4'08) and the
deterioration has continued in Q1'09 with recent industrywide
RevPAR declines approaching 20%.  Although RevPAR data for Las
Vegas is reported on a lag, Fitch believes the city and the LV
Strip are seeing similar RevPAR pressure.

As a result of the poor operating trends that are not expected to
abate for at least the next couple of quarters, Fitch believes
companies with heavy Las Vegas Strip exposure will exhibit
significant negative operating leverage in upcoming quarters, as
they compete to fill hotel rooms and generate traffic.  The
negative operating leverage will have a significant impact on
MGM's credit profile in 2009, in Fitch's view.

MGM has taken significant steps to bolster its liquidity position
over the last couple of months, which supported its credit rating.  
The company issued a $750 million secured note in November,
announced the sale of Treasure Island for $775 million in
December, and announced in January it was scaling back on portions
of the CityCenter development.  These efforts reduced Fitch's
previous concerns regarding the company's ability to meet 2009
debt maturities of nearly $1.3 billion.

However, credit market conditions have to date prevented MGM from
completing its planned $3 billion CityCenter financing, which is
resulting in a greater impact to MGM's balance sheet than previous
ratings contemplated.  Fitch believes MGM will have difficulty
continuing to fund the CityCenter project as currently planned and
meet 2010 debt maturities of $1.1 billion, unless additional
external funding is secured, as Fitch maintains a circumspect view
regarding the level of residential sales proceeds to be realized.  
In addition, Fitch believes MGM will have difficulty managing
under its credit facility 7.5 times debt leverage covenant in
2009, and the covenant tightens in 2010.  Fitch currently
estimates that MGM's debt-to-EBITDA leverage (on a Fitch-adjusted
basis) will be well above 7.5x in 2009, although there are
differences in the calculations that could provide MGM with some
flexibility with respect to actual covenant compliance.

MGM's 'B' IDR continues to be supported by its solid asset
portfolio that includes both operating properties and excess real
estate; a dominant competitive position on the Las Vegas Strip;
and MGM's limited wholly owned capital spending outlook, which is
contributing to free cash flow generation on a wholly owned basis
despite the operating pressure.  The 'B' IDR also incorporates
MGM's reasonable flexibility with respect to raising capital or
reducing spending in order to meet CityCenter funding needs and/or
2010 debt maturities.  If MGM is unable to complete the CityCenter
financing at the JV level and the unsecured high yield market
remains unaccommodating, Fitch believes MGM could consider:
scaling back further on the CityCenter project, an equity
issuance, additional asset sales, and additional secured debt
issuance.  Although the New York-New York secured note issuance
used up most or all of the 5% net tangible asset carveout allowed
in the credit facility, MGM's bonds contain a 15% carveout, which
could provide additional secured debt capacity if bank lenders
provide an amendment.

The Negative Outlook is based on:

  -- the potential for further deterioration in operating and
     macro economic trends;

  -- the impact of supply growth on the Las Vegas Strip over the
     next 12-18 months, including CityCenter's opening;

  -- the looming refinancing risk with respect to 2011
     commitments even if concerns are mitigated regarding
     CityCenter funding and 2010 maturities.  In 2011, MGM has
     another $532 million of bond maturities and the expiration
     of its $7 billion credit facility.

In accordance with Fitch's Recovery Rating methodology, Fitch has
established RRs because of the IDR downgrade to 'B'.  While
concepts of Fitch's RR methodology are considered for all
companies, explicit recovery ratings are assigned only to those
companies with an IDR of 'B+' or below.  At the lower IDR levels,
Fitch believes there is greater probability of default so the
impact of potential recovery prospects on issue-specific ratings
becomes more meaningful and is more explicitly reflected in the
ratings dispersion relative to the IDR.  As a result, Fitch has
taken these rating actions:

  -- Fitch downgraded the New York-New York secured notes from
     'BB' to 'BB-/RR2', reflecting a 2-notch positive
     differential from MGM's 'B' IDR, as Fitch estimates recovery
     in the 71%-90% range based on the current capital structure.

  -- Fitch downgraded MGM's unsecured debt from 'BB-' to 'B+/RR3,
     reflecting a 1-notch positive differential from MGM's 'B'
     IDR, as Fitch estimates recovery in the 51%-70% range, based
     on the current capital structure and assuming the revolver
     is fully drawn.

  -- Fitch downgraded MGM's subordinated debt from 'B' to 'CCC',
     reflecting a 2-notch negative differential from MGM's 'B'
     IDR, as Fitch estimates little to no recovery in the 0%-10%
     range.


MGT CAPITAL: Failure to Hold Shareholders Meeting Cues NYSE Notice
------------------------------------------------------------------
Tim Paterson-Brown, Chairman and CEO of MGT Capital Investments,
Inc., stated, "The Company has been considering various strategic
alternatives which would require shareholder approval, and we
therefore delayed holding our 2008 annual general meeting. On
February 10, 2009, we received notice from the staff of the NYSE
Alternext US LLC that the Company does not meet one of the
Exchange's continued listing standards because it failed to hold
an annual meeting of its shareholders in 2008 as required in
Section 704 of the Exchange's Company Guide.

"The Company is aware of its obligations under the Company Guide,
and plans to hold an annual general meeting before June 30, 2009.
The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by March 10, 2009 to demonstrate the
ability to regain compliance with this requirement by August 10,
2009. The Company fully intends to do this. If the Company does
not submit such a plan or if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and part 12 of the Company Guide."

Medicsight PLC (AIM: MDST) is a subsidiary of the Company, and an
industry leader in the development of Computer-Aided Detection
(CAD) and image analysis software which assists radiologists in
the early detection of disease, comments on the recently published
CMS (Center for Medicare and Medicaid Services) report that
concluded that evidence is inadequate to show that CT colonography
is an appropriate colorectal screening test, and, as such, the
procedure is not reimbursable. The CMS has requested public
comments on this proposed determination pursuant to Section
1862(1) of the Social Security Act. After considering the public
comments, it will make a final determination and issue a final
decision memorandum.

Medicsight is in discussions with its strategic partners and
clinical advisors to assess the implication this may have on the
Company. Reimbursement is, however, available for diagnostic
procedures. The area wherein the CMS proposed decision may impact
is in colorectal screening only.

David Sumner, Chief Executive of Medicsight, said: "We look
forward to the feedback from public comment and hope the decision
returns as a positive for Medicsight."

                  About MGT Capital Investments

Based in New York, MGT Capital Investments, Inc. (NYSE Alternext
US: MGT) -- http://www.mgtci.com/-- is a technology holding  
company that focuses on investments in the global healthcare
information technology market. The Company has two subsidiaries,
Medicsight PLC and Medicexchange PLC.

Medicsight PLC (AIM: MDST) is a UK-headquartered, research driven,
leading developer of computer-aided detection (CAD) and image
analysis software for the medical imaging market. The CAD software
automatically highlights suspicious areas on computerized
tomography (CT) scans of the colon and lung, helping radiologists
to identify, measure and analyze potential disease and early
indicators of disease.  Medicsight's CAD software has been
validated using one of the world's largest and most population
diverse databases of verified patient CT scan data. Medicsight's
ColonCAD(TM) and LungCAD(TM) software products are seamlessly
integrated with the advanced 3D visualization workstations of
several industry-leading imaging equipment partners.

Medicexchange PLC provides medical imaging professionals with a
global web portal containing an online sales, jobs and information
channel for diagnostic, treatment and surgery planning solutions.
This combined with a variety of relevant clinical papers, training
materials and content gives these professionals access to
information and products that they otherwise would have difficulty
accessing.


MIDWAY GAMES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Midway Games Inc. and its U.S. subsidiaries have filed voluntary
petitions in the U.S. Bankruptcy Court for the District of
Delaware for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The filing does not include the company's non-
U.S. operations, which will continue business as normal.

"This was a difficult but necessary decision," said Midway
Chairman, President and CEO Matt Booty.  "We have been focused on
realigning our operations and improving our execution, and this
filing will relieve the immediate pressure from our creditors and
provide us time for an orderly exploration of our strategic
alternatives.  This Chapter 11 filing is the next logical step in
an ongoing process to address our capital structure."

"Midway enters this process with strong underlying fundamentals,
as evidenced by solid fourth quarter sales that exceeded
expectations in spite of a challenging retail and general economic
environment," Mr. Booty added.  "Overall, Mortal Kombat vs. DC
Universe sales are approaching two million units shipped, TNA
iMPACT! has shipped approximately one million units, and our Game
Party franchise has sold close to three million units in total."

Citing Hudson Square Research analyst Daniel Ernst, Reuters states
that Midway's bankruptcy filing wasn't surprising, due to the
gloomy outlook from much larger rivals like Electronic Arts and
Take-Two, and Midway's thin roster of hit games.  According to
Reuters, Mr. Ernst suggested that Thomas may eventually try to
take Midway private.  "This private individual is basically taking
it private, and relieving them of all of their obligations, and
take the Midway brand and see if they can make something out of it
at a later date," the report quoted Mr. Ernst as saying.

Court documents say that Midway listed $167.5 million in assets
and $281 million in liabilities

In its filing with the Bankruptcy Court, the company cited that
the November 28, 2008, change in ownership triggered accelerated
repurchase obligations relating to two classes of Midway debt,
which Midway anticipated it would be unable to satisfy.  Reuters
relates that in November, a group controlled by Sumner Redstone
sold an 87% stake it held in the firm to Acquisition Holdings
Subsidiary I LLC.  Midway, according to Reuters, was then
obligated to repurchase $150 million in notes by February 12.

Midway expects that Chapter 11 protection will enable the company
to conduct its business operations as usual.  To that end, Midway
is seeking approval from the court for a variety of First Day
Motions enabling the company to continue managing its operations
in the ordinary course.  These motions are typical of the
restructuring process, and approval is regularly granted.

                          About Midway

Chicago, Illinois-based Midway Games Inc. -- http://www.midway.com
-- is famous for its "Mortal Kombat" franchise.  It develops and
publishes interactive entertainment software for major videogame
systems and personal computers.  It has offices throughout the
world.

As of September 30, 2008, the company's balance sheet showed total
assets of $167,523,000 and total stockholders' deficit of
$113,510,000.


MIDWAY GAMES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Midway Games Inc.
        2704 West Roscoe Street
        Chicago, IL 60618

Bankruptcy Case No.: 09-10465

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Midway Amusement Games, LLC                        09-10466
Midway Home Entertainment Inc.                     09-10467
Midway Interactive Inc.                            09-10468
Surreal Software Inc.                              09-10469
Midway Studios - Austin Inc.                       09-10470
Midway Studios - Los Angeles Inc.                  09-10471
Midway Games West Inc.                             09-10472
Midway Home Studios Inc.                           09-10473
Midway Sales Company, LLC                          09-10474

Type of Business: The Debtors develop video games and sell them
                  primarily in North America, Europe, Asia and
                  Australia.

                  See: http://www.midway.com/

Chapter 11 Petition Date: February 12, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: David W. Carickhoff, Jr., Esq.
                  carickhoff@blankrome.com
                  Michael David Debaecke, Esq.
                  debaecke@blankrome.com
                  Victoria A. Guilfoyle, Esq.
                  guilfoyle@blankrome.com
                  Blank Rome LLP
                  Chase Manhattan Centre
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6400
                  Fax: (302) 425-6464

Investment Banker: Lazard

Special Counsel: Dewey & LeBoeuf LLP

Claims Agent: Epiq Bankruptcy Solutions LLC

The Debtors' financial condition as of Sept. 30, 2008:

Total Assets: $167,523,000

Total Debts: $281,033,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Bank, N.A.         Convertible       $75,000,000
as Unsecured Indenture         Senior Notes
Trustee for 6.0% Notes

Wells Fargo Bank, N.A.         Convertible       $75,000,000  
as Unsecured Indenture         Senior Notes  
Trustee for 7.125% Notes

Acquisition Holdings           Loan              $40,000,000
Subsidiary LLC
c/o Mark Thomas Unsecured
Kramer, Levin Naftalis, etc.
1177 Avenue of the Americas
New York, NY 10036

National Amusements, Inc.      Subordinated      $20,147,863
200 Elm Street                 Loan    
P.O. Box 9126
Dedham, MA 02027-9126

NBA Properties, Inc.           License Royalty/  $17,294,849
Attn: Greg Lassen              Settlement
PO Box 35240 645 5th Street    Agreement
Newark, NJ 07193-5240
Tel: (212) 407-8000

Tangible Media, Inc.           Marketing         $8,675,954
Attn: Mitch Boden
10 East 40th Street
9th Floor 11th Floor
New York, NY 10016
Tel: (212) 576-4051

Warner Bros. Interactive       License           $6,654,203
Entertainment Inc.
Attn: Albert Fernandez
PO Box 100717
818977-7838 Royalty
Pasadena, CA 91189


Artifical Mind & Movement      External          $2,000,000
Attn: Jean Martin-Masse        Developer
416 DeMaisonneuve Quest
Suite 600
Montreal, Quebec
Canada H3A IL2
Tel: (514) 448-2213

Epic Games, Inc.               Licenses          $1,975,000
Attn: Anne Dube                Royalties
620 Crossroads Boulevard
Cary, NC 27518
Tel: (919) 854-0070

Walmart                        Customer          $1,576,035
Attn: Darin Dickson            Credits
702 SW 8th Street
P.O. Box 116
Bentonville, AR 72716
Tel: (479) 273-6289

Far Sight Technologies Inc.    External          $1,279,151
Attn: Jay Obernolte            Developer
PO Box 2895
Big Bear Lake, CA 92315-2895

Best Buy Company               Customer          $1,114,036
Attn: Jill Hamburger           Credits
PO Box 9331
7601 Penn Avenue
Minneapolis, MN 55440-9312
Telk: (612) 292-7860

Target Northern Operations     Customer          $934,156
Attn: Troy Peterson            Credits
PO Box 59251
Minneapolis, MN 55459-0251
Tel: (612) 696-3697

Technicolor Video Services     Warehouse         $637,769
Attn: Rich Cusolito            Shipping
Department No. 7658
805 445-4292
Los Angeles, CA 90088-7658

Toys R Us                      Customer          $615,276
Attn: G. Berthel               Credits
8181 Mira Mesa Boulevard
San Diego, CA 82121
Tel: (973) 617-3500

Ditan/Synergex Canada Inc.     Customer          $578,316
Attn: Jean-Paul Rehr           Credits
6175 Kenway Drive
Mississauga, Ontario
Canada L5T 2L3 Canada L5T IN6
Tel: (905) 362-8066

CBS Outemet, Inc.              Marketing          $314,600
                               Vendor

David Zucker                   Severance          $300,000

Multi Packaging Solutions      Packaging          $287,038

A.A.F.E.S. Headquarters        Customer           $276,314
                               Credits


KMart Holding Corporation      Customer           $218,497
                               Credits

Tigon Studios                  License            $200,000
                               Royalty


Hollywood Entertainment        Customer           $190,982
                               Credits


TNA Entertainment LLC          License            $160,000
                               Royalty

Professional Films, Inc.       License            $150,000
                               Royalty


Synergex - Latin America       Customer           $149,027
                               Credits

Pioneer/JB Marketing           Customer           $133,353
                               Credits

Eclipse Advertising            Marketing          $132,687
                               Advertising

Gamestop Dan Dematteo          Customer           $127,250
                               Credits

Sears Roebuck and Co.          Customer           $125,495
                               Credits

The petition was signed by Ryan G. O'Desky, treasurer and chief
financial officer.


MILLENNIUM TRANSIT: Seeks Court OK on 4th DIP Loan From J. Ludvik
-----------------------------------------------------------------
Millennium Transit Services, LLC, asks the U.S. Bankruptcy Court
for the District of New Mexico for authority to incur postpetition
financing from James A. Ludvik in the form of a line credit with a
line limit of $117,384.  The Fourth DIP Loan would be on the same
terms as the previous debtor-in-possession loans made by
Mr. Ludvik in the amount of $354,832, $395,023, and $186,728,
approved on Oct. 16, Nov. 25, and Jan. 27, 2009, respectively.  
Mr. Ludvik is an insider of the Debtor.

As with the three earlier loans, the Fourth DIP Loan would be
secured by a second lien on all estate property.  The Fourth DIP
loan would cover the Debtor's expenses for February 2009, in
accordance with the Fourth DIP Budget.  More specifically, the
Debtor needs the loan to fund operating deficits while it seeks
new contracts and attempts to reorganize, and/or seeks a buyer for
its assets.

The basic terms of the proposed financing are:

Amount:                   Up to $117,384;

Interest Rate:            10%;

Repayment Schedule:       On plan confirmation or case conversion;

Collateral                Second lien on all assets of the
                          Debtor, except for avoidance actions

Pioneer Bank holds the first lien on the DIP Collateral, securing
a loan with a current principal balance of approximately
$3,500,000.

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The company filed for Chapter 11 relief on
Aug. 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  Judge Mark B.
McFeeley presides over the case.  David T. Thuma, Esq., at
Jacobvitz, Thuma & Walker, represents the Debtor as counsel.
George M. Moore, Esq., at Moore, Berkson & Gandarilla, P.C.,
represents the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $10 million and
$50 million and the same range in debts.


MONEYGRAM INT'L: Board Names Pam Patsley As Executive Chairman
--------------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., appointed
Pamela H. Patsley as Executive Chairman of the Corporation and
elected her Chairman of the Board.  Ms. Patsley, 51, has worked
with private equity firms to evaluate payment services business
opportunities from January 2008 to January 2009.  Prior to that,
Ms. Patsley was the senior executive vice president of First Data
Corp., a provider of electronic commerce and payment solutions,
from March 2000 to October 2007 and president of First Data
International, an electronic payments processor, from May 2002 to
October 2007.  Prior to joining First Data, Ms. Patsley was the
president and chief executive officer of Paymentech, Inc., a
payment processor, from 1991 to 2000. Ms. Patsley is also a
director of Molson Coors Brewing Company, a beer brewing company,
Texas Instruments Inc., a semiconductor manufacturer, and Dr.
Pepper Snapple Group Inc., a beverage manufacturer.

There are no arrangements or understandings between Ms. Patsley
and the Corporation or any other persons pursuant to which Ms.
Patsley was selected as a director. Ms. Patsley does not have a
family relationship with any director or executive officer of the
Corporation. Ms. Patsley is not expected to become a member of any
committee of the Board of Directors.

In connection with Ms. Patsley's appointment, she entered into an
employment agreement with the Corporation which is effective
January 21, 2009 and continues, subject to the agreement's
termination provisions, for a period of four years. Under the
terms of the agreement, Ms. Patsley is required to devote 50% of
her time to the Corporation, receive an initial annual base salary
of $500,000, subject to review annually, and is eligible to
receive the benefits and incentive compensation described in the
parties' agreement. If Ms. Patsley's employment is terminated for
a reason other than cause, death or disability, or if she
terminates for good reason she is entitled to receive a severance
allowance in an amount equal to one times her then-current base
salary plus a pro rata portion of her then-current target bonus.
In addition, the Corporation will continue certain benefits and
accelerate the vesting of a portion of stock option awards. Under
the agreement, Ms. Patsley is subject to a one-year post-
employment non-competition provision.

In addition, in connection Ms. Patsley's appointment, Ms. Patsley
received non-qualified stock options to purchase 4,700,000 shares
of common stock of the Corporation, with an exercise price of
$1.50, which grant was made under the MoneyGram International,
Inc. 2005 Omnibus Incentive Plan pursuant to the Non-Qualified
Stock Option Agreement dated January 21, 2009. Options for 50% of
the shares are considered "Time Vested" and options for 50% of the
shares are considered "Performance Vested." Except with respect to
500,000 option shares (allocated pro-rata between Time Vested and
Performance Vested), the options will not vest and are subject to
forfeiture if the stockholders of the Corporation do not approve
an amendment to the Omnibus Plan to remove the limitation on the
number of options shares that may be granted to an executive
officer in any year. Affiliates of Thomas H. Lee Partners, L.P.
have provided an executed Proxy appointing Teresa H. Johnson, the
Corporation's Executive Vice President, General Counsel and
Secretary, as attorney and proxy to vote "FOR" the amendment to
the Omnibus Plan at the next annual or special meeting of
stockholders of the Corporation.

The Time Vested options will vest in equal installments over four
years on the anniversary of the grant date. The Performance Vested
options will vest as follows: Options for 50% of the shares will
vest when the value of the common stock of the Corporation has
reached $3.00 per share for a period of 20 consecutive trading
days during the 5-year period following the grant date; and
options for 50% of the shares will vest when the value of the
common stock of the Corporation has reached $4.50 per share for a
period of 20 consecutive trading days during the 5-year period
following the grant date. If the shares of common stock of the
Corporation are not publicly traded, then vesting for the options
that are Performance Vested will be vested in the manner set forth
in the stock option agreement.

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a worldwide  
payment services company.  The company's major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram is a New York Stock Exchange listed company
with approximately 157,000 global money transfer agent locations
in 180 countries and territories.

MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.

MoneyGram reported third quarter 2008 financial results. For three
months ended Sept. 30, 2008, the company reported net loss of
$38,552,000 compared to net loss of $34,292,000 for the same
period in the previous year.  For nine months ended Sept. 30,
2008, the company incurred net loss of $384,246,000 compared to
net loss of $96,490,000 for the same period in the previous year.


MONEYGRAM INT'L: Board Names Anthony Ryan as President and CEO
--------------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., named
Anthony P. Ryan the President and Chief Executive Officer of the
Corporation, a position he will also hold at the Corporation's
principal operating subsidiaries, and elected him a member of the
Board of Directors.

Mr. Ryan, 46, previously served as Executive Vice President and
Chief Operating Officer from November 2007 to January 2009,
Executive Vice President/ President, MoneyGram Global Payment
Products and Services from August 2006 to November 2007, Executive
Vice President/Division President Global Funds Transfer from
November 2005 to August 2006 and Vice President of MoneyGram and
General Manager of Global Funds Transfer from June 2004 to
November 2005, a position he had held at Travelers Express
Company, Inc. (predecessor of MoneyGram Payment Systems, Inc.)
since 2001.

Mr. Ryan previously served as Chief Financial Officer of Travelers
Express Company, Inc. from 1997 to 2001 and as Controller from
1996 to 1997. Prior to joining the Corporation, Mr. Ryan spent 10
years at First Data Corporation, serving most recently as Director
of Finance.

There are no arrangements or understandings between Mr. Ryan and
the Corporation or any other persons pursuant to which Mr. Ryan
was selected as an officer. Mr. Ryan does not have a family
relationship with any director or executive officer of the
Corporation. Mr. Ryan is not expected to become a member of any
committee of the Board of Directors.

Following the election of Ms. Patsley and Mr. Ryan, the Board is
comprised of nine members.

The Corporation did not enter into or amend any material plan,
contract or arrangement to which Mr. Ryan is a party or in which
he participates in connection with his appointment, nor did he
receive any grant or award, or modification of any previous grant
or award, under any plan to which Mr. Ryan participates.

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a worldwide  
payment services company.  The company's major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram is a New York Stock Exchange listed company
with approximately 157,000 global money transfer agent locations
in 180 countries and territories.

MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.

MoneyGram reported third quarter 2008 financial results. For three
months ended Sept. 30, 2008, the company reported net loss of
$38,552,000 compared to net loss of $34,292,000 for the same
period in the previous year.  For nine months ended Sept. 30,
2008, the company incurred net loss of $384,246,000 compared to
net loss of $96,490,000 for the same period in the previous year.


NOVA BIOSOURCE: Receives Delisting Notice From NYSE
---------------------------------------------------
Nova Biosource Fuels, Inc. on February 10, 2009, received a notice
from NYSE Alternext US LLC, formerly known as the American Stock
Exchange, indicating that the Company was not in compliance with
Section 704 of the NYSE Alternext US LLC Company Guide, formerly
the American Stock Exchange Company Guide, in that it did not hold
an annual meeting of its stockholders during 2008.

To maintain its Exchange listing, the Company must submit a plan
of compliance by March 10, 2009 advising the Exchange of action it
has taken, or will take, that would bring it into compliance with
Section 704 of the Company Guide by August 11, 2009.  The
Corporate Compliance Department of the Exchange will evaluate the
plan and make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain
compliance with the continued listing standards by August 11,
2009, in which case the plan will be accepted.

If the plan is accepted, the Company may be able to continue its
listing during the plan period up to August 11, 2009, during which
time it will be subject to periodic review to determine whether it
is making progress consistent with the plan.  If the Company does
not submit a plan, if the Company submits a plan that is not
accepted or if the plan is accepted but the Company is not in
compliance with the continued listing standards at the conclusion
of the plan period or does not make progress consistent with the
plan during the plan period, the Company may become subject to
delisting proceedings in accordance with Section 1010 and Part 12
of the Company Guide.

During 2008 and early 2009, the Company has been focused on
commissioning its flagship biodiesel refinery in Seneca, Illinois
and obtaining the working capital necessary to operate the
refinery at full capacity while reducing its general and
administrative expenses. The Company intends to submit a plan to
the Exchange and hold an annual meeting of stockholders in the
late April to May time frame to regain compliance with the
Exchange's listing standards.

                    About Nova Biosource Fuels

Based in Houston, Texas, Nova Biosource Fuels, Inc. (NBF) --
http://www.novabiosource.com/-- refines and markets ASTM D6751  
quality biodiesel and related co-products through the deployment
of its proprietary, patented process technology, which enables the
use of a broader range of lower cost feedstocks. Nova is focused
on building and operating a number of Nova-owned biodiesel
refineries, with a goal of attaining production capacity of
between 190 to 210 million gallons of biodiesel fuel on an annual
basis. Nova's business strategy includes building additional
biodiesel refineries with production capacities ranging from 20 to
100 million gallons each per year.


PETTERS CO: Panel Taps Brattle Group as Valuation Consultants
-------------------------------------------------------------
The official committee of unsecured creditors of Petters Company,
et al., asks the U.S. Bankruptcy Court for the District of
Minnesota for authority to employ The Brattle Group, Inc. as
valuation consultant for certain intellectual property assets
belonging to Polaroid Corporation.

As the Committee's valuation consultant for Polaroid's
intellectual property assets, Brattle will provide advice and
guidance on critical valuation issues in connection with a
proposed sale of substantially all of Polaroid's assets.  Polaroid
is a subsidiary of the Debtors, and the sale of its assets will
directly impact the rights of creditors in the Chapter 11 cases.

As compensation for their services, Brattle's professionals
currently bill at these hourly rates:

     Associates, Senior Associates and
      Senior Consultants                   $290-$500
     Research Associates & Consultants     $255-$360
     Research Analysts                     $200-$310
     Administrative                         $80-$95

Michael Dansky, a Principal at Brattle, assures the Court that the
firm does not have an interest materially adverse to the interests
of the Debtors' estates, or an interest adverse to any class of
creditors or equity security holders, and that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
Connie Lahn, Esq., and David E. Runck, Esq., at Fafinski, Mark &
Johnson, P.A. represent the Unsecured Creditors Committee as
counsel.  In its petition, Petters Company, Inc. listed debts of
between $500 million and $1 billion, while its parent, Petters
Group Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS COMPANY: Panel May Retain Huron as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
granted the Official Commitee of Unsecured Creditors of Petters
Company, Inc., et al., permission to retain the consulting firm of
Huron Consulting Group, Inc. as its financial advisor in
connection with the Debtors' Chapter 11 cases, effective Dec. 3,
2008.

As the Committee's financial advisor, Huron will mainly provide
advice and guidance on the complex financial issues presented by
the Debtors' Chapter 11 cases, including advising the Committee
regarding the Debtors' business plans, and advising the Committee
with respect to available capital restructuring, sale and
financing alternatives.

As compensation for their services, Huron's professionals'
currently bill at these hourly rates:

         Managing Director     $650
         Director              $450
         Manager               $400
         Associate             $320
         Analyst               $235

Huron has informed the Committee that it does not hold or assert a
prepetition claim against the Debtors, although it does hold a
prepetition claim in the amount of $218,088 against Polaroid
Corporation, a subsidiary of the Debtors.

Michael Kennely, a Regional Managing Dirctor for the Central
Region for Huron, assured the Court that the firm does not
represent any interest adverse to the Debtors' estate or its
creditors in connection with these Chapter 11 cases, and that
Huron is a "disinterested person" as defined in Sec. 101(14) of
the Bankruptcy Code.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
Connie Lahn, Esq., and David E. Runck, Esq., at Fafinski, Mark &
Johnson, P.A. represent the Unsecured Creditors Committee as
counsel.  In its petition, Petters Company, Inc. listed debts of
between $500 million and $1 billion, while its parent, Petters
Group Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PHH CORP: Loses Investment Grade Status; S&P's Down to 'BB+/B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on PHH Corp., including its counterparty credit rating to
'BB+/B' from 'BBB-/A-3'.  The outlook is negative.
      
"The downgrade reflects earnings weakness in PHH's mortgage and
fleet-management businesses, which most recently has been driven
by the turmoil in the mortgage and credit markets," said Standard
& Poor's credit analyst Rian M. Pressman, CFA.  PHH's mortgage
business has underperformed for a number of years; however, the
relatively stable earnings generated by the fleet-management
business had offset this.  Although the fleet-management business
remains profitable, lost business momentum and increased funding
costs have reduced the magnitude of this offset, contributing to
what S&P expects to be a wider consolidated net loss for full-year
2008.  (Consolidated net earnings were marginally negative for
2007 and 2006.)
     
The difficult operating environment for prime mortgage originators
during the past few years has challenged the profitability of
PHH's mortgage business--an outsource provider of mortgage
production and servicing to third parties.  A variety of factors
have contributed to this earnings weakness: thin margins on prime
mortgage loans, declining origination volumes industry-wide, fair
value adjustments to mortgage servicing rights, hedge losses,
write-downs on mortgages held for sale, and nonrecurring charge-
offs associated with goodwill and severance.
     
The adverse credit market environment has also pressured PHH's
fleet-management business, resulting in weaker-than-expected
earnings.  In S&P's opinion, the prolonged uncertainty related to
PHH's aborted agreement to sell itself to General Electric Capital
Corp. (AAA/Negative/A-1+) caused a deceleration of business
momentum, resulting in the loss of some existing and prospective
clients.  (Management has stated that client signings normalized
during 2008.)  More recently, turmoil in the credit markets has
increased the funding costs associated with this business, which
is linked to bank-sponsored asset-backed commercial paper
multiseller conduits.  Management has been working to pass these
higher interest costs to its clients; however, because pricing is
negotiated at lease inception and remains in place until the term
ends, the effect may take up to three years to cycle fully into
earnings.
     
The credit facilities used to fund the fleet-management business
expire on Feb. 26, and management is seeking to extend or add
incremental capacity for new vehicle purchases.  (The existing
facilities will amortize if not renewed, with proceeds from client
lease payments providing the funds to retire outstanding debt.)  
Maintenance of the current rating depends partially on PHH's
ability to continue financing vehicle purchases for clients,
because S&P views this as an essential baseline service that
allows PHH to offer a host of higher-margin ancillary services.
     
Management has been working to establish a bank, either through a
de novo or acquisition strategy.  Successful execution of this
initiative may improve S&P's opinion of PHH's funding profile.  
Formation of a depository would allow PHH to retain the mortgage-
related escrow deposits that it currently allocates to other
financial institutions, thus potentially providing a relatively
stable cost-effective source of funding.
     
S&P is also monitoring how existing and prospective government
programs to boost the credit and housing markets may directly or
indirectly help PHH.  For example, the fleet-leasing industry has
been lobbying for inclusion in the Term Asset-Backed Securities
Loan Facility.  Even if these efforts are not successful, programs
such as the TALF could benefit PHH indirectly by bringing
liquidity back to the asset-backed securities market.  PHH's
mortgage origination and servicing capabilities might also benefit
from various government initiatives that aim to revive the
mortgage market and stem home foreclosures.
     
The negative outlook reflects the continued unsettled conditions
in the mortgage and credit markets and the negative effect this is
having on PHH's profitability.  S&P could lower the rating if
overall profitability is not restored by year-end 2009 or PHH is
not able to maintain adequate funding capacity for the fleet-
management business.  A more favorable outlook could result from
more stable conditions in the mortgage and credit markets, and if
PHH successfully restores profitability and diversifies its
sources of funding.


PLIANT CORPORATION: Wants to Access $75 Million BoNY DIP Facility
-----------------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
access up to $75 million in postpetition financing under a debtor-
in-possession agreement dated Feb. 10, 2009, with a syndicate of
financial institutions led by The Bank of New York Mellon, as
administrative agent; and DDJ Capital Management LLC, WCP LP, WCIP
LP, WCOP Ltd., and Wayzata Opportunities Fund, as lenders.

The Debtors and BoNY are parties to an indenture dated June 14,
2007, wherein the Debtors issued $24 million in 18 senior
subordinated notes ("First Lien Notes") guaranteed by Pliant
Corporation International, Pliant Film Products of Mexico Inc.,
Pliant Packaging of Canada, Uniplast Inc. and Uniplast US. Inc.  
As of their bankruptcy filing, the Debtors owe $26.3 million to
the bank.  The obligations under the subordinated notes indenture
are unsecured.

The ad hoc committee of certain holders of 11-1/8% senior secured
notes due 2009 ("Second Lien Notes") objects the Debtors' request
to obtain DIP financing, arguing that the proposed DIP facility --
which is offered by a subset of First Lien Lenders -- violates an
intercreditor agreement dated Feb. 17, 2004, between the First
Lien and Second Lien Lenders.  The financing, according to the
committee, is only in the best interest of one group of creditors,
the Debtors' first lien noteholders.  Furthermore, the committee
said the Debtors and noteholders have held back information from
other parties-in-interest, including the lock-up agreement with
certain of the noteholders and any restructuring milestones, among
other things.

Accordingly, the noteholders committee asks the Court to direct
the Debtors provide a complete adequate protection package to the
second lien committee and other holders of second lien notes.

Proceeds of the loans will be used to fund working capital and
other general corporate needs and pay the Chapter 11 and CCAA
expenses including professional fees.  In addition, the Debtors
provided a budget, wherein they plan to use any funds advanced
during the interim period under the commitment to pay (i) payroll
expenses; (ii) post-petition trade amounts; (iii) DIP financing
costs and interest; (iv) various prepetition claims that are
subject of other motions filed concurrently, as authorized by
this Court; and (v) working capital and other general corporate
purposes.

Salient terms of the debtor-in-possession agreement are:

Borrowers:                 Pliant Corporation

Guarantors:                Pliant Packaging of Canada LLC and
                           Uniplast Industries Co.

DIP Agent:                 The Bank ofNew York Mellon

DIP Lenders:               DDJ Capital Management LLC, WCP L.P.,
                           WCIP L.P., WCOP Ltd., and Wayzata
                           Opportunities Fund II L.P.

DIP Facility:              A non-amortizing multiple draw
                           superpriority secured term loan
                           facility in an aggregate principal
                           amount not to exceed $75,000,000.

                           No portion of the commitment will be
                           available prior to the closing date
                           and the Court's entry of the interim
                           order.  The loans under the DIP
                           facility may be incurred during the
                           availability period as follows:

                             i) an initial drawing upon the entry
                                of the Interim Order in an
                                aggregate principal amount of
                                $25,000,000; and

                            ii) upon entry of the final order (a)
                                up to three additional drawings
                                upon five business days prior
                                written notice, each in a
                                principal amount not less than
                                $5,000,000 and, in the aggregate
                                for such three  drawings, a
                                principal amount not to exceed
                                $25,000,000, and

                           iii) subject to the satisfaction of
                                the foreign debt draw conditions,
                                a drawing upon not less than five  
                                business days prior written
                                notice, in a principal amount not
                                to exceed $25,000,000.

Closing Date.              February 17,2009.

Maturity:                  All obligations under the DIP
                           facility will be due and payable on
                           the earliest of

                             i) the nine-month anniversary of the
                                 closing date;

                            ii) the effective date of a plan,

                           iii) if the final order has not been
                                entered, the date that is 45 days
                                after the Debtors' bankruptcy
                                filing, and

                            iv) the acceleration of the Loans
                                and the termination of the  
                                commitments upon the occurrence  
                                of an event of default.

Interest:                  The applicable margin plus the
                           higher of (x) the rate that the
                           administrative agent announces from
                           time to time as its prime lending rate
                           and (y) 1/2 of 1% in excess of the
                           overnight federal funds rate, payable
                           monthly in arrears; provided, however,  
                           that in no event shall the Base Rate
                           at any time be less than 5.00%; or
                          
                           The applicable margin plus the
                           current LIBOR rate as quoted by the
                           administrative agent, adjusted for
                           reserve requirements, if any, and
                           subject to customary change of
                           circumstance provisions, for interest  
                           periods of one, two, three or six
                           months, payable at the end of the
                           relevant interest period, but in any
                           event at least quarterly; provided,
                           however, that in no event shall the
                           LIBOR Rate at any time be less than
                           4.00%.

                           Applicable Margin means a rate per
                           annum equal to (x) 11.00%, in the case
                           of Base Rate Loans, and (y) 12.00%, in
                           the case of LIBOR Rate Loans.

                           Interest will be calculated on the
                           basis of the actual number of days
                           elapsed in a 360 day year.

Default Interest.          Loans will bear interest at an
                           additional 2.00% per annum.

The DIP facility is subject to a $3,000,000 carve-out to pay any
unpaid fees and expenses incurred by professionals retained by the
Debtors or any statutory committee.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense claims status over any and
all administrative expenses against the Debtors.

The DIP agreement contains customary and appropriate events of
default.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts. The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.

                             *   *   *

As reported by the Troubled Company Reporter on Oct 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pliant to 'CCC' from 'B-'. At the same time, Standard &
Poor's lowered the issue rating on the company's first-lien senior
secured notes to 'CCC-' from 'B-' and the second-lien secured
notes to 'CC' from 'CCC'. "The downgrade reflects heightened
concerns regarding Pliant's ability to refinance pending debt
maturities during the next few months," said Standard & Poor's
credit analyst Ket Gondhan, "particularly given the company's
highly leveraged financial profile and challenging credit market
conditions."


PLIANT CORP: Taps Epiq Bankruptcy as Claims and Noticing Agent
--------------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.

The firm will undertake these procedures in accordance to an
agreement dated Feb. 7, 2009, including, but not limited to;

   a) notify all potential creditors of the filing of the chapter  
      11 petitions and of the setting of the first meeting of
      creditors pursuant to section 341(a) of the Bankruptcy
      Code;

   b) file affidavits of service for all mailings, including a
      copy of each notice, a list of persons to whom such notice
      was mailed, and the date mailed;

   c) mail the Debtors' disclosure statement, plan, ballots and
      any other related solicitation materials to holders of
      impaired claims and equity interests;

   d) receive and tally ballots and responding to inquiries
      respecting voting procedures and the solicitation of votes
      on the plan; and

   e) provide any other distribution services as are necessary or
      required.

Furthermore, the firm will also undertake these procedures:

   a) maintain an official copy of the Debtors; schedules,
      listing creditors and amounts owed;

   b) furnish a notice of the last date for the filing of proofs
      of claim and a form for filing a proof of claim to
      creditors and parties-in-interest;

   c) docket all claims filed and maintain the official claims
      register on behalf of the clerk and provide to the clerk an
      exact duplicate thereof;
   
   d) specify in the claims register for each claim docket (i)
      the claim number assigned, (ii) the date received, (iii)
      the name and address of the claimant, (iv) the filed amount
      of the claim, if liquidated, and (v) the allowed amount of
      the claim; and

   e) recording all transfers of claims and providing notices of
      the transfer as required pursuant to Bankruptcy Rule
      3001(e).


The firm's professionals and their compensation rates are:

      Designation                   Hourly Rate
      -----------                   -----------  
      Senior Consultant             $295
      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

Daniel C. McElhinney, executive director of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts. The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.

                             *   *   *

As reported by the Troubled Company Reporter on Oct 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pliant to 'CCC' from 'B-'. At the same time, Standard &
Poor's lowered the issue rating on the company's first-lien senior
secured notes to 'CCC-' from 'B-' and the second-lien secured
notes to 'CC' from 'CCC'. "The downgrade reflects heightened
concerns regarding Pliant's ability to refinance pending debt
maturities during the next few months," said Standard & Poor's
credit analyst Ket Gondhan, "particularly given the company's
highly leveraged financial profile and challenging credit market
conditions."


PLIANT CORP: Files Prepackaged Plan and Disclosure Statement
------------------------------------------------------------
Pliant Corporation and its debtor-affiliates delivered on Feb. 11,
2009, to the Hon. Mary F. Walrath of the United States Bankruptcy
Court for the District of Delaware a prepackaged joint Chapter 11
plan of reorganization and a disclosure statement explaining the
plan.

                       Overview of the Plan

The Plan is based primarily upon a prepetition compromise and
lockup agreement with the Debtors' first lien noteholders.  On
Feb. 11, 2009, the Debtors entered into a restructuring and lockup
agreement with the holders of more than 66-2/3% of their first
lien notes under which holders agreed to support the proposed
financial restructuring, subject to the terms and conditions
contained in the lockup agreement, described in the plan.  At its
core, the plan provides that:

    i) the Debtors' first lien notes will be exchanged for 100%
       of the new common stock to be issued under the plan,
       subject to dilution by the new warrants and a management
       equity incentive plan contemplated by the plan;

   ii) to the extent classes containing the claims of Second Lien
       noteholders, senior subordinated noteholders, and general
       unsecured claims vote to accept the Plan, holders of
       claims in such classes will receive a pro rata
       distribution of new warrants to be issued pursuant to the
       plan;

  iii) the Debtors' prepetition credit facility claims will be
       paid in full in cash; and

   iv) claims and interests of Pliant's existing equity holders
       will be extinguished.

The plan classified interests against and liens in the Debtors in
11 classes.  The classification of treatment of claims and
interests are:

                        Treatment of Claims

             Type                         Estimated  Estimated
      Class  of Claim         Treatment   Amount     Recovery
      -----  --------         ---------   ---------  ---------
      N/A    Administrative   Unimpaired  unstated   unstated

      N/A    DIP Facility     Unimpaired  unstated   unstated

      N/A    Priority Tax     Unimpaired  unstated   unstated

     1       Priority Non-Tax Unimpaired  unstated   unstated

     2       Other Secured    Unimpaired  unstated   unstated

     3       Prepetition      Unimpaired  unstated   unstated
             Credit Facility

     4       First Lien Notes Impaired    unstated   unstated

     5       Unsecured        Impaired    unstated   unstated

     6       Senior           Impaired    unstated   unstated
             Subordinated
             Notes

     7       Intercompany     Impaired    unstated   unstated

     8       Section 51O(b)   Impaired    unstated   unstated

     9       Pliant Preferred Impaired    unstated   unstated
             Stock Interests

     10      Pliant           Impaired    unstated   unstated
             Outstanding
             Common Stock
             Interests

     11      Subsidiary       Unimpaired  unstated   unstated
             Interests

Holders of Class 4, 5, 6, and 7 claims are entitled to vote to
accept or reject the plan.

Holders of Class 1 priority non-tax claims and Class 2 other
secured claims will be reinstated.

Each holder of Class 3 prepetition credit facility claims will
be paid in full in cash on the plan's effective date from the
proceeds of the exit facility -- including all unpaid interest
accrued at the non-default contract rate and any unpaid
professional fees and expenses.

Holders of Class 4 first lien notes claims will receive in full
and complete settlement, release and discharge of such Claim
including any administrative expense Claim asserted by the holders
under the terms of final DIP Order; pro rata share of 100% of the
new common stock issued and outstanding on the plan's effective
date.

Holder of Class 5 senior subordinated notes claims and Class 6
unsecured claims will not receive or retain any property under the
Plan on account of their unsecured claim.

Holders 7, 8, 9, and 10 claims will not receive any property or
interest on account of such portion under the plan.

Holders of Class 11 subsidiary interests will retain their
subsidiary interests.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001).  James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.

                             *   *   *

As reported by the Troubled Company Reporter on Oct 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pliant to 'CCC' from 'B-'. At the same time, Standard &
Poor's lowered the issue rating on the company's first-lien senior
secured notes to 'CCC-' from 'B-' and the second-lien secured
notes to 'CC' from 'CCC'. "The downgrade reflects heightened
concerns regarding Pliant's ability to refinance pending debt
maturities during the next few months," said Standard & Poor's
credit analyst Ket Gondhan, "particularly given the company's
highly leveraged financial profile and challenging credit market
conditions."


POLYMER GROUP: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Polymer
Group Inc., including the corporate credit rating to 'B' from
'B+'.  The outlook is negative.
     
The downgrade reflects the heightened concerns related to Polymer
Group's ability to maintain compliance with its financial
covenants in a challenging operating environment.  The leverage
covenant requirement steps down to 3.5x from 4.0x at the end of
the first quarter 2009 and remains at this level through 2009
until it steps down subsequently at the end of the first quarter
2010.  The downgrade reflects S&P's expectation that weak global
economic conditions this year could hinder the company's volume
growth targets, further pressuring its ability to improve its
financial profile.
     
Although covenant compliance is a key concern this year, S&P takes
some comfort from the company's reasonable credit metrics relative
to ratings expectations, and its flexibility to use cash on hand
for debt reduction, and its implementation of several short-term
cost-cutting initiatives which S&P expects will support operating
performance.  


POLYONE CORPORATION: S&P Downgrades Corp. Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on PolyOne Corp., including its corporate credit rating to
'B-' from 'B'.  At the same time the ratings were placed on
CreditWatch with negative implications.
     
As of Sept. 30, 2008, the company had about $730 million in
adjusted debt outstanding.  S&P adjusts debt to include
capitalized operating leases, an accounts receivable
securitization program, and tax-adjusted pension benefits.
     
"The downgrade reflects S&P's expectation for constrained
liquidity in 2009 as a result of weaker operating results," said
Standard & Poor's credit analyst Paul Kurias.  "In particular, S&P
is concerned that financial covenant compliance in 2009 will be a
challenge."
     
S&P will resolve the CreditWatch in the next few months after
reviewing the impact of weaker markets in 2009 on the company's
earnings, liquidity and covenant compliance, and the company's
attempts at bolstering its operating performance and liquidity.  
S&P could lower ratings if operating performance deteriorates more
than expected or particularly if availability under the receivable
facility is only marginally more than the $40 million threshold
and cushions under the fixed-charge covenant ratio have eroded
further.
     
PolyOne, formed through the merger of Geon Co. with M.A. Hanna
Co., has revenues of about $2.6 billion.  The company operates
through six business groups.  The largest of these is the
Performance Products And Solutions group, which includes PolyOne's
vinyl business, which produces thermoplastic compounds to meet
requirements of molded and extruded plastic producers, such as
makers of window frames and pipes and fittings.
     
PolyOne also produces specialty resins and engineered materials in
its international color and engineered materials business.  The
distribution business includes the sale of compounds not produced
by the company.  In addition, as part of its resins and
intermediates business, PolyOne holds a 50% interest in the
SunBelt chlor-alkali joint venture with Olin Corp.
(BB+/Stable/--).


POMARE LTD: Gets Final Ok to Borrow $5 Million from North Tustin
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii granted
Pomare Ltd. permission to obtain postpetition financing of up to
$5,000,000 on a secured and superpriority basis from North Tustin
Parners, Inc., as set forth in the DIP Credit Agreement.  

The Debtor is authorized to draw up to $300,000 in funds from the
DIP Loan to pay for the costs incurred in complying with the
requirements of the Letter of Intent between the Debtor and the
Trustees of the Estate of Bernice Pauahi Bishop, dated Sept. 30,
2008, related to the completion of the escalators referred in said
LOI.  

The Debtor is futher authorized to draw up to $1,500,000 on said
DIP Loan to cover the cost of construction of the retail space
referred to in said LOI, without further order of the Court, or
the consent of the Official Committee of Unsecured Creditors,
provided that the Debtor will only draw said funds pursuant to the
terms of a construction contract for said improvements approved by
the Committee or pursuant to a further order of the Court.

The Debtor told the Court that it has been unable to obtain post-
petition unsecured credit allowable as an administrative expense
under Sec. 364(a) of the Bankrutpcy vcoe, or secured credit on
terms and conditions more favorable to its estate than those
offered by Lender.

Subject to the "Carve Out" and to any prior valid, perfected and
non-avoidable liens encumbering the Nimitz Property as of the date
of the entry of this Order, all advances made by the Lender to the
Debtors shall:

  a. be granted super-priority administrative expense status with
     priority over all administrative expenses of and unsecured
     claims against the Debtor.

  b. be secured by a first priority, fully perfected security
     interest in and lien, on all pre-petition and postpetition
     personal property of the Debtor's estate, whether existing
     or acquired after the entry of this Order, that is not
     subject to a prior valid, perfected and non-avoidable liens,

  c) be secured by a first priority security interest in the
     Debtor's leasehold interest in the "Nimitz property".

A summary of the terms of the final DIP financing is
presented below:

     Lender:       North Tustin Partners, Inc.

     Amount:       Advances up to $5,000,000

     Term:         24 months

     Purpose:      working capital and other budgeted expenses

     Collateral
     and Priority: 1) First Mortgage on Debtor's leasehold
                      interest in the Nimittz Property;

                   2) Security interest in all other unencumbered
                      personal property assets of the Debtor
                      pursuant to Sec. 364(c)(2) of the
                      Bankruptcy Code; and

                   3. Super-priority over all administrative
                      laims pursuant to Sec. 364(c)(2) of the
                      Bankruptcy Code.

     Iterest Rate:  Fixed at 7%.

     Borrowing
     Base:          Equal to the sum of (i) $2,500,000; (ii) 80%
                    of Eligible Receivables, plus (iii) 70% of
                    Eligible Inventory.

     Loan Fee:      $10,000

     Monthly
     Servicing
     Fee:           $1,000

     Carve-Out:     For the unpaid professional fees and expenses
                    incurred by the Debtor, and the Committee of
                    Unsecured Creditors, if any, as and when
                    allowed on a final basis pursuant to Sec. 330
                    of the Bankruptcy Code, in an aggregate
                    not to exceed $250,000, (ii) fees payable to
                    the United States Trustee and (iii) unpaid
                    fees and expenses of a Chapter 7 trustee
                    appointed following conversion of the Chapter
                    11 Case to cases under Chapter 7 of the
                    Bankruptcy Code.

    Indemnification:
                    Debtor shall indemnify and hold Lender
                    harmless from any and all liability arising
                    from the extension of the DIP Loan, or the
                    relationship created between Borrower and
                    Lender, including all awards, judgments,
                    orders, costs, expenses and attorneys' fees
                    reasonably incurred by Lender, provided that
                    the Debtor shall not be liable to Lender for
                    any protion of such liability resulting from
                    Lender's gross negligence or willful
                    misconduct.

A full-text copy of the Court's Final DIP Order is available for
free at http://bankrupt.com/misc/PomareLtd_FinalDIPOrder.pdf  

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
Oct. 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C. Choi,
Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge,
represent the Debtor as counsel.  Alexis M. McGinness, Esq., and
Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent The
Official Committee of Unsecured Creditors as counsel.


PULTE HOMES: Board Appoints Michael J. Schweninger as VP
--------------------------------------------------------
On February 10, 2009, the Board of Directors of Pulte Homes, Inc.,
appointed Michael J. Schweninger as Vice President and Controller,
and the principal accounting officer, of the Company effective
March 2, 2009. Mr. Schweninger, age 40, joined the Company in
November 2005 as Director of Corporate Audit and most recently
served as Director - Finance & Accounting Process Improvement.
Before joining the Company, Mr. Schweninger served as Director of
Audit and Special Projects for TriMas Corporation from January
2004 to November 2005, and as Director, Transaction Advisory
Services Group, at PricewaterhouseCoopers LLP from May 2002 to
January 2004.

Mr. Schweninger will receive an annual base salary of $250,000. He
will also participate in the Annual Program and the Long Term
Program under the Company's 2008 Senior Management Incentive Plan.
Under the AIP, Mr. Schweninger will have a 2009 target award of
60% of his base salary, the payout for which can be higher or
lower depending on the Company's performance in relation to
performance goals set by the Compensation Committee of the Board
of Directors. The AIP award is subject to pro-ration based on the
portion of the 2009 annual incentive period actually worked. Under
the LTI, Mr. Schweninger will have a target award for the 2009-
2011 performance cycle of 60% of his base salary, the payout for
which can be higher or lower depending on individual performance
and the Company's financial performance in relation to performance
goals set by the Compensation Committee of the Board of Directors.
Mr. Schweninger's LTI Award is subject to pro-ration based on the
portion of the LTI performance period actually worked. The payment
of any award earned by a participant for the 2009 fiscal year
under the LTI is conditioned upon the continued employment of the
participant by the Company until December 31, 2011 (subject to
earlier vesting in specific circumstances), at which time the
award will vest and become payable. Mr. Schweninger may also
receive equity grants from time to time at the discretion of the
Compensation Committee and will participate in employee benefit
plans generally available to all employees on the same terms as
similarly situated employees.

                        About Pulte Homes

Based in Bloomfield Hills, Michigan, Pulte Homes Inc. (NYSE: PHM)
-- http://www.pulte.com/-- is one of America's home building
companies with operations in 50 markets and 26 states.  During its
58-year history, the company has delivered more than 500,000 new
homes. Pulte Mortgage LLC is also a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings: (i) IDR to 'BB+' from 'BBB-';
(ii) senior unsecured to 'BB+' from 'BBB-'; and (iii) unsecured
bank credit facility to 'BB+' from 'BBB-'.


QUALITY DISTRIBUTION: S&P Gives Neg. Outlook; Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Quality
Distribution Inc. to negative from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'B-' long-term
corporate credit rating.
      
"The outlook revision reflects weaker-than-expected financial
performance and stretched credit metrics despite the company's
cost-cutting efforts and modest debt reduction during the fourth
quarter of 2008, as well as concerns regarding refinancing risk
associated with its senior subordinated notes due November 2010,"
said Standard & Poor's credit analyst Anita Ogbara.
     
The ratings on Tampa, Florida-based Quality Distribution Inc.
reflect its market position as the largest bulk tank truck carrier
in North America, which is more than offset by its low-margins,
participation in a highly fragmented industry, and deteriorating
financial profile.  Through a network of more than 160 terminals,
Quality Distribution LLC, a wholly owned subsidiary, transports a
broad range of chemical products.  The company also provides
customers and affiliates with supplemental services such as tank
washing.  Although the company benefits from a strong market share
in an industry with high barriers to entry, its customers often
have transportation alternatives (e.g., rail, barge), depending on
the nature of the shipment.
     
The company complements its own fleet operations through the use
of affiliates, independent firms contracted by Quality
Distribution to operate their terminals exclusively for Quality
Distribution; and owner operators, independent contractors who
supply one or more drivers, tractors, and tanks for Quality
Distribution and affiliate use.  This business model shifts fixed
costs to variable costs for Quality Distribution, compared with a
network that is wholly owned and uses company drivers.  This model
also allows the company to expand with minimal capital investment
for fixed assets.
     
Despite Quality Distribution's meaningful market position, demand
for the company's chemical transportation services has
deteriorated over the past few quarters.  In the third quarter,
volumes were down by about 10%.  At the same time, higher
insurance expenses and rising compensation costs have had a
material impact on the company's profitability; operating margins
have declined to approximately 8% versus 10% previously.  In
addition, the company has experienced weaker-than-expected
operating profitability due to its conversion of affiliates to
company-owned terminals, and expenses related to the acquisition
of Boasso America Corp., which was completed in December 2007.  
Cost reduction measures, including headcount reduction, yielded
about $20 million of savings in 2008 and another $10 million are
expected in 2009.  This should help the company improve margins,
given the difficult operating environment.
     
As of Sept. 30, 2008, key credit measures were stretched for the
rating; with total debt to EBITDA at 10x and EBITDA to interest
coverage at about 1.3x.  Key credit measures have begun to show
slight improvement as a result of the company's personnel
reductions, other profitability initiatives, and debt pay down
during the fourth quarter of 2008.
     
S&P expects Quality's financial results and credit metrics to
improve in 2009 in response to various operating initiatives and
further debt reduction.  However, S&P may lower the ratings if
liquidity becomes constrained resulting in combined cash and ABL
availability below $25 million, or if there are increased
refinancing risks associated with the senior subordinated notes
due November 2010.  Given these concerns, S&P considers an outlook
revision to stable unlikely in the near to intermediate term.


RATHGIBSON INC: Liquidity Concerns Prompt Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of RathGibson
(including the corporate family rating to Caa2 from B3).  The
speculative grade liquidity rating was also lowered to SGL-4 from
SGL-3.  The outlook is revised to negative from stable.

The downgrade reflects Moody's concerns about RathGibson's
liquidity position and the sustainability of its capital
structure.  The company's cash flow is primarily tied to capital
spending in end markets that have been adversely impacted by
deteriorating macroeconomic conditions.  RathGibson is entering
into what may be a protracted economic downturn with weaker than
expected performance and a highly leveraged capital structure.
Moody's believes that these characteristics, combined with
RathGibson's small size, provide less flexibility to navigate
challenging macroeconomic and end market conditions.  As a result,
in Moody's opinion, there is a meaningful degree of uncertainty
surrounding RathGibson's ability to operate over the near term
without requiring external financing or changes to the capital
structure.

The downgrade to SGL-4 from SGL-3 signals the heightened liquidity
risk.  Moody's anticipates that EBITDA is unlikely to cover fixed
charges and RathGibson could be heavily reliant on its $90 million
revolving credit facility to support operations over the next
twelve months.  The company had approximately
$63 million outstanding under the revolver and approximately $26.2
million of availability at 09/30/08.  Moody's believes that the
combination of evergreen borrowings from acquisitions and a
declining borrowing base could pressure RathGibson's liquidity
profile over the near-term.  While the company should be able to
source cash from working capital in a declining revenue
environment, it remains uncertain as to whether RathGibson will be
able to reduce borrowings commensurate with the expected
contraction of the facility's borrowing base.  Moreover, Moody's
anticipates that the company will likely need to rely on its
revolver to fund cash interest payments given Moody's expectation
for cash consumption.

The negative outlook considers that, given Moody's expectation
that end markets will remain very weak, RathGibson's credit
profile is likely to remain under pressure over the near-term.  
The ratings could experience further downward pressure should the
company's liquidity deteriorate beyond Moody's expectations, or in
the event of a change in the capital structure.

Ratings affected by the actions include:

  -- Corporate Family Rating lowered to Caa2 from B3

  -- Probability of Default Rating lowered to Caa2 from B3

  -- Senior unsecured note rating lowered to Caa2 from B3; LGD
     point estimate remains at LGD 3; 45%

  -- Outlook changed to negative from stable

  -- SGL Rating lowered to SGL-4 from SGL-3

The prior rating action was on May 12, 2008, when the corporate
family rating of RathGibson was downgraded to B3 from B2.

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

RathGibson is a manufacturer of highly engineered premium
stainless steel and alloy welded and seamless tubular products.  
The company is headquartered in Lincolnshire, Illinois and has
operations in Janesville, Wisconsin; North Branch, New Jersey;
Clarksville, Arkansas; and Marrero, Lousiana.  During the twelve-
month period ending September 30, 2008, RathGibson had
approximately $344 million of revenues.


ROBERT ZVEIBIL: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Zveibil
        Sally Dorothy Zveibil   
        12641 N. Stonebrook Cir.
        Davie, FL 33330

Bankruptcy Case No.: 09-12350

Chapter 11 Petition Date: February 11, 2009

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Zach B. Shelomith, Esq.
                  zshelomith@lslawfirm.net
                  2699 Stirling Rd # C401
                  Ft Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371

Estimated Assets: $1 million to $10 millin

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Washington Mutual Bank         Investment Real   $9,973,854
7757 Bayberry Rd               Property;
Jacksonville, FL 32256         Conventional Real
                               Estate Mortgage;
                               secured:
                               $2,813,500;
                               creditline
                               secured $ 370,207;
                               senior lien:
                               $1,062,418

Countrywide                    Conventional Real $1,433,467
450 American St                Estate Mortgage
Simi Valley, CA 93065

Homecome Fin                   Mortgage          $347,587
2711 N Haskell
Dallas, TX 75204

Countrywide Home Loans         Investment Real   $323,414

Wachovia                       Conventional Real $284,732
                               Estate Mortgage

Steve Tibstra                  Personal Loan     $164,000

Eric Brand                     personal loan     $71,500

BankUnited                     secured: $235,000 $67,939
                               senior lien:
                               $323,414

AMEX                           CreditCard        $38,284

Bank of America                CreditCard        $37,945


SEMGROUP LP: Asphalt Biz Sale Could Violate Lender's Forbearance
----------------------------------------------------------------
SemGroup Energy Partners, L.P., said in a regulatory filing that
SemGroup, L.P., without revenues from its asphalt assets, may be
unable to meet covenants under its forbearance agreement with
lenders.

SemGroup Energy made the disclosure in connection with SemGroup,
L.P.'s February 6 motion in the Bankruptcy Court for the District
of Delaware requesting approval of the sale of its asphalt-related
assets. SemGroup L.P. intends to solicit bids and hold an auction
on February 23, 2008 for the sale of such assets.  If the auction
is successful, a hearing to approve the sale will be conducted on
February 26, 2008.  If the auction is not successful, SemGroup
L.P. intends to immediately reject the Terminalling Agreement and
begin liquidating its remaining asphalt inventory and wind down
its asphalt business.  If the contract is rejected, there is
significant uncertainty as to the Partnership's revenues related
to its asphalt assets and there is substantial risk that the
Partnership's asphalt assets may be idle during 2009 and
subsequent years.

SemGroup Energy said that SemGroup LP won't be able to meet
covenants, including the minimum liquidity and minimum receipt
requirements, under its forbearance agreement with its senior
secured lenders pursuant to which such lenders have agreed to
forbear from exercising their rights and remedies arising from
SemGroup Energy's events of default under its credit agreement.  

"Even if the auction is successful, [SemGroup L.P.] may have to
negotiate a new terminalling and storage contract with the buyer
of the Private Company's asphalt assets and such agreement may not
be on as favorable terms as the Terminalling Agreement."

                      SemGroup L.P.'s Motion

SemGroup, L.P.'s debtor affiliate SemMaterials, L.P. is seeking
approval from the U.S. Bankruptcy Court for the District of
Delaware to (i) a Feb. 23 auction and sale of all or substantially
all of the assets; or in the alternative, (ii) a winding-down of
SemMaterials and the rejection of a terminalling agreement with
non-debtor affiliate SemGroup Energy Partners.

SemMaterials is primarily engaged in the business of purchasing,
producing, storing, and distributing liquid asphalt cement
products, emulsions, and residual fuel throughout the United
States, as well as research and development.  The
SemMaterials Business employs approximately 560 individuals.

On January 14, 2008, SemMaterials entered into a purchase and sale
agreement with SemGroup Energy Partners, L.P., pursuant to which
SemMaterials sold certain domestically owned liquid asphalt
cement assets with a net book value of approximately $145 million
for a purchase price of approximately $378.8 million. The sale
closed on February 20, 2008.  In connection with the Asphalt
Purchase Agreement, SemMaterials and SGLP also entered into a
terminalling and storage agreement.  Under the Terminalling
Agreement, SGLP provides SemMaterials storage and terminalling
services that are subject to minimum monthly volume requirements,
regardless of the volume actually used by SemMaterials in a given
month. Based on these throughput and storage requirements,
SemMaterials is obligated to pay SGLP approximately $5 million per
month.

Furthermore, the aforementioned agreements and the sale of assets
to the SGLP have created a complex relationship between SGLP and
SemMaterials where physical assets are inextricably intertwined
and a multitude of employees regularly split duties between both
entities. This has created a further challenge for the marketing
process.

SemMaterials' Business relies in great part on the ability to
purchase liquid asphalt product at reduced prices and store it
during the winter seasons, when there is limited road construction
activity, and later selling the stored product for a higher price
during the summer months, as construction activity and demand for
the liquid asphalt product increases.  SemMaterial's Business is
faced with a number of material obstacles: (i) the fact that the
Business has been substantially curtailed since the commencement
of the bankruptcy case; (ii) substantial working capital
requirements to fund seasonal inventory purchases; (iii) high
fixed costs, including $5 million in monthly payments under the
Terminalling Agreement, which result in total monthly "hold costs"
for the Debtors of approximately $15 million; and (iv) a highly
seasonal business in which expected cash expenditures exceed
expected cash revenue during a number of months of each year. In
addition, since the commencement of the chapter 11 cases,
SemMaterials has been unable to obtain financing that would allow
it purchase inventory for its seasonal build in accordance with
normal industry practices.  In light of the foregoing, and the
financial burden imposed on the Debtors' estates by the Business,
Debtors, in consultation with their professionals, do not believe
that continuing to own the Business is in the best interests of
the Debtors' estates.

      Costs of Terminalling Agreement Scares Away Buyers

Since the commencement of their chapter 11 cases, the Debtors, in
consultation with their professionals, have diligently evaluated
restructuring and cost-cutting measures designed to maximize the
value of SemMaterials, including engaging in good faith
discussions with SGLP to amend the terms of the Terminalling
Agreement.  In addition, the Debtors have had discussions with
SGLP about jointly marketing the asphalt assets.  In addition,
SemMaterials has been selling existing inventory to meet sales
commitments and, to date, has generated approximately $275 million
from the sale of its working capital.

Unable to reach any agreement with SGLP, on August 26, 2008,
Blackstone Advisory Services L.P. began contacting potential
buyers and began to market the Business.  Blackstone directly
contacted over 130 parties to promote interest in the
SemMaterials sale process.  Seventy-five interested parties
received a comprehensive confidential information memorandum which
outlined the SemMaterials business divisions, the asphalt industry
dynamics and detailed financial projections.  On October 6, 2008,
Blackstone received six first-round, qualified bids for the
Business and these parties were provided access to an electronic
data room to conduct comprehensive due diligence on the Business.
Following management presentations all but one potential buyer
withdrew from the marking process for, among other things, the
following reasons:

   (i) the high fixed costs associated with the Terminalling
       Agreement's lease payment obligations;

   (ii) the Business's working capital needs and the seasonal
        nature of its cash flow; and

  (iii) the impact on the Business from the failure to secure
        asphalt ahead of the 2009 season.

One potential buyer who has negotiated a modified Terminalling
Agreement continues to remain in the process.  However, given the
current financing environment, it remains unclear whether that
party will be able to successfully obtain the financing required
the complete the purchase.

Despite their best efforts, at this time, the Debtors do not have
a stalking horse.  Further, and given that the carrying costs of
the Terminalling Agreement and the operating cash burn are
approximately $5 million and $10 million per month respectively,
the Debtors have determined, in their business judgment, the need
to either sell the Business in the near term to avoid a further
cash drain or, if the auction process is unsuccessful, reject the
Terminalling Agreement and liquidate the Business.

                        February 23 Auction

The Debtors ask the Court to approve these Bid Procedures:

  -- Deadline to submit bids will be on Feb. 18, 2009.

  -- Qualified bidders will be identified by Feb. 20, 2009.

  -- An auction will be conducted at the offices of Weil, Gotshal
     & Manges LLP, on Feb. 23, if one or more qualifying bids are
     received.

  -- Within two days after the adjournment of the auction, the
     Debtors in consultation with their creditors committee and
     agent to their lenders will make a determination whether to
     accept or reject the successful bid at the auction.

  -- The Debtors will seek the Court's approval of the successful
     bid at a sale hearing on Feb. 26.

If the Auction does not result in a transaction the Debtors
believe they should consummate, they will ask the Court to approve
the rejection of the Terminalling Agreement and wind down of the
Business.  The Debtors do not believe that it would be a proper
exercise of their business judgment to continue to support the
Business given the significant challenges.

Bloomberg's Bill Rochelle notes that SemGroup sought approval of
the sale or winding down of SemMaterials without gaining
authorization from the management committee now controlled by New
York supermarket owner John A. Catsimatidis.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SHANDONG ZHOUYUAN: Completes CNY1-Mil. Financing with Investors
---------------------------------------------------------------
Shandong Zhouyuan Seed and Nursery Co., Ltd. completed financing
by two individual investors, Zhou Jian and Luo Jing though two
private placements and received proceeds in the aggregate amount
of CNY1,000,000.

As reported by the Troubled Company Reporter on January 26, 2009,
Shandong Zhouyuan entered into Stock Transfer Agreements with Zhou
Jian, the company's director, and Luo Jing, an individual residing
in the People's Republic of China in connection with the sale in a
private placement an aggregate of 7,000,000 shares of the
company's common stock, par value $0.001 per share.

Pursuant to the Agreements, Luo Jing agreed to purchase 1,000,000
shares of Common Stock at a per share purchase price of CNY0.10 or
approximately $0.015 per share, for an aggregate purchase price of
CNY100,000 or approximately $14,700, and Zhou Jian agreed to
purchase 6,000,000 shares of Common Stock at a per share Purchase
Price of CNY0.06 or approximately $0.009 for an aggregate purchase
price of CNY400,000 or approximately $58,800 and company is
obligated to issue the Shares within 30 business days from the
date of the Agreement.

Also pursuant to the Agreements, in the event of a reverse stock
split, the company will issue additional shares to the Investors
to make up for the reduction in the number of Shares held by the
Investors as a result of the reverse stock split, and issue the
additional shares within 15 days of the reverse stock split.

English translations of the Stock Transfer Agreements originally
executed in Chinese are available for free at:

              http://ResearchArchives.com/t/s?387c
              http://ResearchArchives.com/t/s?387d

Shandong Zhouyuan said in January that it has established two new
branch offices in Henan Province, China.  One of the branch
offices was established on January 10, 2009 in Tang Ying County of
Henan Province and the other was established on January 14, 2009
in Xu Chang City of Henan Province.  Currently the Company has
five branch offices in China overseeing 247 county level
distributors.

                    About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in
the State of North Carolina.  The company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3,733,036, total liabilities of $3,356,798 and stockholders'
equity $376,238.

For the three months ended Sept. 30, 2008, the company posted net
loss of $202,431 compared with net loss of $167,810 for the same
period in the previous year.

For the nine months ended Sept. 30, 2008, the company posted net
loss of $159,479 compared with net loss of $610,269 for the same
period in the previous year.

As of Sept. 30, 2008, total current assets were $579,627, total
current liabilities were $2,940,103 and the company had working
capital deficit of $2,360,476.  Cash at Sept. 30, 2008 was
$189,258.

As of Sept. 30, 2008, the company had only $189,258 in liquid
assets, and only $32,171 in accounts receivable.  At the same time
the company is in default on bank loans and interest payments
totaling $1,521,623.  Negotiations are ongoing with respect to a
restructuring of the debt.  At the same time, the company cannot
sustain operations for any significant period of time unless it
obtains additional capital.  The company's efforts to attract
capital are hindered, however, by its default to the Bank.

The survival of its business, therefore, depends on its ability to
develop a comprehensive debt relief and financing package.
Unfortunately, because its operations have produced only a trickle
of cash during the past two years, the company can only achieve
financing if it convinces the investor that an investment in the
company can be leveraged into a significant increase in revenues
and cash flows.

                      Going Concern Doubt

Kempisty & company CPAs PC in New York expressed substantial doubt
about Shandong Zhouyuan Seed & Nursery Co. Ltd.'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 said that the company had net losses of
$813,341 and $322,586 for the years ended Dec. 31, 2007, and
2006, respectively, and an accumulated deficit of $2,636,401 at
Dec. 31, 2007.  The auditing firm added that the company was in
default on its bank loans as of Dec. 31, 2007, totaling
$1,764,834, as of Dec. 31, 2007.

Management said the recoverability of a major portion of the
company's recorded asset is dependent upon its continued
operations, which in turn is dependent upon the its ability to
raise additional capital, obtain financing and succeed in its
future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of
liabilities that might be necessary should the company be unable
to continue as a going concern.

The company is actively pursuing additional funding and a
potential merger or acquisition candidate and strategic partners,
which would enhance stockholders' investment.


SIRIUS XM: Seeks Liberty Media's Help to Fend Off Charles Ergen
---------------------------------------------------------------
Sirius XM Radio Inc. is seeking investment from Liberty Media
Corp. to ward off satellite entrepreneur Charles Ergen's
unsolicited takeover offer, Matthew Karnitschnig at The Wall
Street Journal report, citing people familiar with the matter.

WSJ relates that a source said that negotiations between Sirius XM
and Liberty Media are advanced, but a deal remains far from
certain.  According to WSJ, it wasn't clear how much Liberty Media
would be willing to invest in Sirius XM and if it would end up
with control.  

According to WSJ, Sirius XM is nearly out of cash and might be
forced into bankruptcy proceedings or a deal with Mr. Ergen if it
fails to secure funds to repay its obligations by Tuesday.  The
report states that Sirius XM had been trying to convert the
$175 million debt tranche that matures on Tuesday into more senior
debt and equity with the previous holder of the notes, a hedge
fund, but before it could secure a deal, Mr. Ergen acquired the
bonds last week.  Mr. Ergen, WSJ states, quietly started acquiring
Sirius XM debt -- $175 million in bonds that mature on February 17
-- last year, and is now using that debt as leverage to try to
force the firm into a deal.  The report says that Sirius XM
carries a total debt load of about $3.25 billion.

WSJ states that Mr. Ergen has offered to inject $500 million into
Sirius XM and restructure the about $375 million in short-term
debt he holds in return for control of the firm, but Sirius XM
rejected the offer.

Sirius XM representatives, in response to Mr. Ergen's move, said
that the firm was preparing to file for bankruptcy and had hired
bankruptcy and restructuring advisers, WSJ relates.   Citing
people familiar with the matter, WSJ says that company officials
privately told investors that Sirius XM has entered a "zone of
insolvency" and that a bankruptcy filing would be preferable to
cutting a deal with Mr. Ergen.

According to WSJ, some investors are worried that Sirius XM might
pursue a deal inferior to Mr. Ergen's offer just to escape his
clutches.  Mr. Ergen and Sirius XM CEO Mel Karmazin have a long-
running feud that started when Mr. Karmazin ran Viacom Inc., WSJ
relates.

                      About Sirius XM

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.


SUPERIOR OFFSHORE: Implements Joint Liquidation Plan
----------------------------------------------------
The First Amended Joint Chapter 11 Plan of Liquidation submitted
by Superior Offshore International, Inc. and the Official
Committee of Unsecured Creditors became effective on February 11,
2009.  All equity interests in Superior Offshore International,
Inc. are cancelled as of the Effective Date under the terms of the
Plan.  The Plan also provides that the Effective Date will serve
as the record date for purposes of distributions, if any, to
former equity interest holders under the Plan, unless otherwise
ordered by the Bankruptcy Court.

Judge Wesley Steen of the U.S. Bankruptcy Court for the Southern
District of Texas confirmed on January 28, 2009, the First Amended
Joint Plan of Liquidation.  At the same time, Bankruptcy Law360
said, the Court denied a request by Louis E. Schaefer, Jr., and
Schaefer Holdings LP, the Debtor's founder and equity holder, to
convert the Debtor's Chapter 11 restructuring case to a Chapter 7
liquidation proceeding.

As reported by the Troubled Company Reporter, Superior Offshore
and the Committee filed the Amended Plan and an accompanying
disclosure statement on December 16, 2008.  The Disclosure
Statement was approved on January 9.

The TCR says the Plan divides the claims and interests into 9
classes:

    Class 1   Administrative Claims
    Class 2   Priority Tax Claims
    Class 3   Priority Non-Tax Claims
    Class 4   Secured Claims
    Class 5   General Unsecured Claims
    Class 6   Subordinated Claims
    Class 7   Subordinated Securities Claims
    Class 8   Interests
    Class 9   Subordinated Interests

All Allowed Class 1, Class 2 and Claims shall receive payment in
full, in Cash.  In the sole discretion of the Plan Agent, the
holder of an allowed Class 4 Claim shall receive either (i) the
proceeds of the Collateral securing such Claimant's Allowed
Secured Claim after satisfaction in full of all superior liens up
to the Allowed Amount of the Claimant's Class 4 Claim; or (ii) the
Collateral securing such Claimant's Allowed Secured Claim in full
and final satisfaction of such claim.

Holders of Allowed General Unsecured Claims under Class 5 will
receive a Pro Rata share of Distributions from Available Cash and
any Plan Agent Recovery up to the Allowed Amount of such Class 5
Claim.  The Plan Agent shall make additional future distributions
to holders of Allowed Class 5 Claims from Available Cash and the
Plan Agent Recovery as the Plan Agent determines appropriate.
Each holder of an Allowed Class 6 Subordinated Claim will receive
a Pro Rata share of Available Cash and Plan Agent Recovery up to
the Allowed Amount of such Claim after payment in full of all
Allowed Class 5 Claims.

Each holder of an Allowed Class 7 Subordinated Securities Claim
shall look first to the proceeds of the Debtor's available
insurance policies for satisfaction of its Claim to the extent
that such Claim is covered by insurance.  Any remaining unpaid
Allowed Class 7 Subordinated Securities Claim shall receive a Pro-
Rata share with all Allowed Class 8 Interests of all remaining
Available Cash and Plan Agent Recovery after payment in full of
all Class 1, 2, 3, 4, 5, and 6 Claims.

All Equity Interests under Class 8 shall be canceled as of the
Effective Date.  Holders of Allowed Equity Interests shall receive
a Pro-Rata share with all Allowed Class 7 Claims remaining after
application of any available insurance proceeds of all remaining
Available Cash and Plan Agent Recovery after payment in full, with
interest, of all Class 1, 2, 3, 4, 5, and 6 Claims.

All Subordinated Interests under Class 9 shall be canceled as of
the Effective Date and shall receive no Distributions.

On the Effective Date, all remaining property of the Debtor and of
the Estate will vest in the Liquidating Debtor, free and clear of
liens, claims and encumbrances, except as otherwise provided in
the Plan.  From and after the Effective Date of the Plan, the
Liquidating Debtor is authorized to (i) take such action as is
necessary to complete an orderly wind-down of its operations,
including completing all audits by the IRS; (ii) file claim
objections; (iii) make distributions; (iv) prosecute causes of
action owned by the Estate, including all claims and causes of
action arising under the Bankruptcy Code; (v) pursue, liquidate
and administer Estate property; (vi) file tax returns; and (vii)
take such other action as provided for under the Plan.

Pursuant to the Confirmation Order, these individuals will
constitute the initial members of the Post-Confirmation Committee:

  -- Claire Davis
  -- Michael Parker
  -- Bruce Lucas
  -- Terry Braud
  -- L. Don Miller

A full-text copy of the Debtors' and the Official Committee of
Unsecured Creditors First Amended Joint Plan of Liquidation is
available for free at:

http://bankrupt.com/misc/SuperiorOffshore_1stAmendedJointPlan.pdf

In his Conversion Motion, Mr. Schaefer said there is no reasonable
likelihood that a plan will be confirmed.  He said that Amended
Plan is defective, and will not yield and equal or higher payout
to claimants that would a case under Chapter 7.

According to Mr. Schaefer, the amended plan violated the fair and
equitable requirements of Section 1129 of the United States
Bankruptcy Code.  He said, among other things, that the amended
plan improperly provide for the treatment of Class 7 and 8 claims
because the procedure for the claims in not to be determined until
postconfirmation.  Mr. Schaefer said the Chapter 7 will maximize
the value to creditors and will eliminate unnecessary
administrative expenses incurred by various committees and
professionals in the Debtor's case.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represent the Committee as counsel.


SYNAGRO TECHNOLOGIES: Tight Liquidity Prompts S&P to Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Synagro Technologies Inc. to 'CCC+' from
'B-'.  The outlook is negative.
     
At the same time, Standard & Poor's lowered the ratings on the
company's $390 million senior secured first-lien facilities to
'CCC+' from 'B+' (same as the corporate credit rating) and revised
the recovery rating to '3' from '1', indicating the expectation
for meaningful (50%-70%) recovery in a payment default scenario.  
S&P also lowered the ratings on the company's $150 million second-
lien term loan to 'CCC-' from 'CCC+' (two notches below the
corporate credit rating) and revised the recovery rating to '6'
from '5', indicating the expectation for negligible (0%-10%)
recovery in a payment default scenario.     

The downgrade reflects Synagro's tightened liquidity position as
covenant step downs and weaker operating results are likely to
constrain the company's ability to borrow on its revolving credit
facility without violating financial covenants in its credit
agreement.  Furthermore, a challenging economic environment has
impacted municipalities, which account for more than 85% of
the company's revenues.  S&P is concerned that this environment
could lead to further weakness in volumes and pricing and will
leave little room for operational disappointments.


TICKETMASTER ENTERTAINMENT: S&P Puts BB+ Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings,
including the 'BB+' corporate credit rating, on Ticketmaster
Entertainment Inc. on CreditWatch with negative implications.  At
the same time, Standard & Poor's placed its ratings on Live Nation
Inc., including the 'B' corporate credit rating, on CreditWatch
with positive implications.
     
These CreditWatch placements are based on the two companies'
definitive merger agreement.  The merger would combine the
dominant concert promoter, ticketing company, and artist
management agency.  The combined entity will be called Live Nation
Entertainment Inc.
     
The transaction is being structured as a tax-free, all-stock
merger in which Live Nation and Ticketmaster shareholders will
each own about 50% of the combined company.  The transaction is
subject to approval by both companies' shareholders, consent of
Ticketmaster bank lenders and the satisfaction of customary
closing conditions, and regulatory review and approvals.  
Ticketmaster and Live Nation expect the transaction to be
completed in the second half of 2009.
     
"The rating action is based on the expected changing financial
risks from the merger," said Standard & Poor's credit analyst Andy
Liu. Compared to the pre-merger financials of the companies, debt
leverage will increase for Ticketmaster, but will decrease for
Live Nation.  Pro forma for the all-stock merger, lease-adjusted
total debt to EBITDA of the combined entity would exceed 4x, pro
forma as of Sept. 30, 2008.  This would represent an increase in
lease-adjusted total debt to EBITDA for Ticketmaster from 2.9x,
but a decrease for Live Nation from 5.5x.  "Furthermore," said Mr.
Liu, "Live Nation has significant historical discretionary cash
flow deficits and it is unclear that the combined entity would be
able to generate meaningfully positive discretionary cash flow,
especially with consumer discretionary spending and corporate
sponsorship under pressure from the recession."


TOWN & COUNTRY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Town & Country - Sterling Heights, Inc.
        dba Century 21 Town & Country
        800 W. University
        Rochester, MI 48307

Bankruptcy Case No.: 09-43650

Type of Business: The Debtor operates a real estate company.

                  See: Century 21 Town & Country

Chapter 11 Petition Date: February 11, 2009

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Erika D. Hart, Esq.
                  ehart@tauntlaw.com
                  700 E. Maple Road, 2nd Floor
                  Birmingham, MI 48009-6359
                  Tel: (248) 644-7800
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by John R. Kersten, president.


UTAH 7000: Promontory Utah Project Headed for Confirmation
----------------------------------------------------------
Utah 7000 LLC will seek confirmation of its Chapter 11 plan of
reorganization before the U.S. Bankruptcy Court for the District
of Utah on March 12 and 13.

The Plan is premised upon a settlement with first-lien lenders who
are owed $313 million, Bloomberg's Bill Rochelle relates.  The
terms of the Plan are:

   -- The first- lien lenders would (i) obtain ownership of Utah
      7000's Promontory project, and (ii) receive $90 million in
      new second-lien notes.

   -- The effectivity of the Plan is contingent upon raising
      $85 million in a new secured term loan. If a new loan can't
      be arranged, the project will be sold.

   -- Assuming financing is arranged, the plan will provide
      $1.5 million for unsecured creditors who may be paid in
      full.

   -- Second lien lenders will receive warrants, and reimbursement
      of $1.5 million for legal fees.

   -- The existing owners will contribute $7.275 million in return
      for releases of claims by the company and first- and second-
      lien lenders.

   -- Agreements with lot purchasers will be honored, and
      obligations under club membership agreements will be
      performed.

The official unsecured creditors' committee supports the plan.

Mr. Rochelle notes that there will be an auction on April 17
testing whether anyone would offer more for the project than the
lenders who are in effect buying the property under the plan.

                          About Utah 7000

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.  Utah 7000 owns a 7,224-acre master-planned
development near Park City, Utah, known as Promontory,

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


XERIUM TECHNOLOGIES: S&P Gives Neg. Outlook; Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Xerium
Technologies Inc. to negative from stable.  At the same time, S&P
affirmed its 'B-' long-term corporate credit rating.      

"The outlook revision reflects the increased likelihood that
Xerium's leverage covenant could come under pressure in 2009 due
to further deterioration in the papermaking industry," said
Standard & Poor's credit analyst Sarah Wyeth.  The industry
continues to decline due to the weak economic conditions.  
Consequently, demand has dropped off, which could affect the
company's revenues and margins over the next several quarters.
     
The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its modest size as a
supplier to niche markets, and its dependence on the papermaking
industry, all of which limit the company's organic growth
potential.  The company's good operating margins, its geographic
diversity, and the strong competitive position of its niche
product mitigate company weaknesses.
     
Xerium, with revenues of about $650 million, operates in two
business segments: clothing, in the form of synthetic textile
belts that transport paper through papermaking machines, and roll
covers, which provide covering surface for large steel cylinders
between which paper travels in those machines.  Clothing
represented roughly 65% of revenue and roll covers the remainder.
     
The company operates in roughly 15 countries.  Xerium derives
about 37% of its revenues from Europe, 34% from North America, 18%
from Asia-Pacific, and 11% from South America and other regions.  
The papermaking industry's gradual secular decline has been
accelerated by the current recessionary environment and lower
advertising revenues.  This in turn affects suppliers like Xerium
as papermakers cut inventory and capital expenditures.
     
Xerium's operating margin (before depreciation and amortization)
was 23% as of Sept. 30, 2008, a level of profitability that Xerium
has more or less maintained since 2005.  Margins have declined
from about 30% in the early part of the decade as a result of
paper mill closures, industry consolidation, and limited pricing
power.  S&P expects margins to decline somewhat in 2009 due to
pricing pressure in the current difficult operating environment.
     
The company has a highly leveraged financial risk profile.  As of
Sept. 30, 2008, total debt to EBITDA (adjusted for the
capitalization of operating leases and postretirement obligations)
was about 5x, with cash flow protection (measured by funds flow
from operations to total adjusted debt) less than 10%.  Capital
expenditures have grown in the last year because of the company's
investment in foreign manufacturing.  However, the company has
delayed some expansion plans to focus on cash management and debt
reduction.  At the current rating, S&P expects lease-adjusted
total debt to EBITDA in the 5x-6x range and funds from operations
to total debt of about 10%.  S&P does not factor large
acquisitions into the rating.
     
If Xerium's operating environment deteriorates further, resulting
in increased likelihood of EBITDA declining more than 10% and
covenant headroom declining to single digits in 2009, S&P could
lower the rating.  The current economic environment and covenant
step-downs limit a positive rating action.


WORLDSPACE INC: Extends DIP Credit Maturity Date to Feb. 27
-----------------------------------------------------------
WorldSpace, Inc., and certain of its subsidiaries entered into
a second amendment to its Senior Secured Super Priority Priming
Debtor in Possession Credit Agreement with Citadel Energy Holdings
LLC, Highbridge International LLC, OZ Master Fund, Ltd., and
Silver Oak Capital LLC, as lenders.

Donald J. Frickel, executive vice president, general and
secretary, disclosed in a regulatory filing dated February 9,
2009, that the Borrowers obtained the necessary authorizations on
February 6 to further amend the terms of the DIP Credit Agreement
to, among other things, extend the maturity date of the DIP Credit
Agreement and a related deadline for the completion of their sales
process to February 27, 2009.

A full-text copy of Amendment No. 2 is available for free at:

                    http://tinyurl.com/bcebzz

The Borrowers and the Lenders executed Amendment No. 1 to the DIP
Credit Agreement on January 6, 2009, which extended the final
maturity date of the DIP Credit Agreement and a related deadline
for the completion of their sales process to January 29, 2009.

The Borrowers and Lenders executed a Bridge Amendment to Debtor in
Possession Credit Agreement on January 29, 2009, which amended the
terms of the DIP Credit Agreement and extended a related deadline
for the completion of their sales process to February 6, 2009.

                        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.


YOUNG BROADCASTING: Foregoes $4.5 Million Interest Payment
----------------------------------------------------------
On February 9, 2009, Young Broadcasting Inc. (Pink Sheets:
YBTVA.PK) said that, as part of a strategy to preserve liquidity,
it determined to forego making the $4.513 million interest payment
due February 6, 2009, on the company's Senior Secured Credit
Facility due 2012.  Under the terms of the facility, a 10-day
grace period will apply to the missed interest payment.

As previously disclosed, Young Broadcasting continues to pursue
discussions with its debtholders to restructure its balance sheet,
improve liquidity, and strengthen its business operations to
enhance its value for its employees, viewers, advertisers and
local communities. The company does not anticipate that these
discussions will impact the operations of its stations or its
ability to pay its trade creditors in the ordinary course.

Young Broadcasting -- http://www.youngbroadcasting.com/-- owns  
10 television stations and the national television representation
firm, Adam Young Inc.  Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD), one is affiliated with the NBC Television
Network (KWQC-TV - Davenport, IA) and one is affiliated with
MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-TV-
Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

                          *     *     *

As reported by the Troubled Company Reporter on January 19, 2009,
Young Broadcasting did not make the $6.125 million interest
payment due Jan. 15 on the company's 8.75% Senior Subordinated
Notes due 2014 to preserve liquidity.  Under the indenture
relating to the Notes, a 30-day grace period will apply to the
missed interest payment.  Young Broadcasting has retained UBS
Investment Bank and Sonnenschein Nath & Rosenthal LLP to provide
advisory services in connection with its restructuring efforts.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings Services lowered its issue-level rating on New York City-
based Young Broadcasting Inc.'s senior secured credit facilities
to 'D' from 'CC'.  The recovery rating on this debt remains
unchanged at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery for lenders in the event of a payment default.


* January Retail & Food Sales "Unexpectedly" Expand 1.1%
--------------------------------------------------------
The U.S. Census Bureau said February 12 that advance estimates of
U.S. retail and food services sales for January, adjusted for
seasonal variation and holiday and trading-day differences, but
not for price changes, were $344.6 billion, an increase of 1.0
percent (+-0.5%) from the previous month, but 9.7 percent (+-0.7%)
below January 2008. Total sales for the November 2008 through
January 2009 period were down 9.5 percent (+-0.5%) from the same
period a year ago. The November to December 2008 percent change
was revised from -2.7 percent (+-0.5%) to -3.0 percent (+-0.2%).

Retail trade sales were up 1.1 percent (+-0.7%) from December
2008, but were 11.0 percent (+-0.7%) below last year. Gasoline
stations sales were down 35.5 percent (+-1.5%) from January 2008
and motor vehicle and parts dealers sales were down 22.2 percent
(+-2.3%) from last year.

"Sales at U.S. retailers unexpectedly halted a six-month slide in
January, an advance that may not be sustained after the number of
Americans collecting jobless benefits reached the highest on
record," Bloomberg said in its report.


* Not All Involuntary Petitioners Liable for Costs
--------------------------------------------------
Bill Rochelle of Bloomberg News said that the 9th U.S. Circuit
Court of Appeals ruled that if an involuntary bankruptcy petition
is dismissed, the target of the bankruptcy is presumed entitled to
collect costs and attorneys' fees from the creditors who filed the
unsuccessful involuntary petition.

According to the report, the Circuit Court held that the
bankruptcy judge has discretion to impose costs against some of
the involuntary petitioners and not others.  The Court said the
bankruptcy judge is entitled to "consider factors such as relative
culpability among the petitioners."

The Feb. 10 opinion by the 9th Circuit, Bloomberg relates, ruled
that the bankruptcy judge erred in interpreting the law to mean
that costs must be imposed against all petitioners.

The case is Sofris v. Maple-Whitworth Inc. (In re Maple- Whitworth
Inc.), 07-56537, 9th U.S. Circuit Court of Appeals.


* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story
-----------------------------------------------------------
Author: David J. Thomsen
Publisher: Beard Books
Softcover: 379 pages
List Price: $34.95
Review by Henry Berry

Although fiction, Merger Takeover Conspiracy has the feel of
actual events. The realism is quickly established with
introductory material that includes a map of the United States
showing the routes of western railroads and a financial statement
with notes that looks like an authentic corporate report.  Above
all, however, Merger Takeover Conspiracy is a compelling narrative
with aspects of a murder mystery within a modernday business story
of greed, ruthlessness, and duplicity.

The book begins with Richard Smith, manager of corporate security
of Arrow Corporation, destroying company documents in a "materials
shredder" with diamond-tipped mechanical gears that can pulverize
typewriters, file cabinets, and tape spools; thus ridding Arrow of
office equipment that could be linked to incriminating documents.
While musing on how his task of destroying office equipment
secures his place in the corporation by binding him to certain
ambitious, underhanded top corporate personnel with their shared
involvement in criminal acts, Smith is knocked unconscious and
stuffed into the shredder himself.  From such suspenseful
beginnings, the story continues to follow the maze of feigns and
dirty tricks, the betrayals and ignorance, the concerns and
ruthlessness, the coolly-done crimes and desperate measures of
many individuals connected in varying degrees to Arrow
Corporation's ambitious goal of acquiring the three largest
railroads in the Western United States and merging them into one
colossal system under Arrow's aegis.  Business executives,
housewives, the corporate jet pilot, an outside attorney, an
investment banker, and an executive assistant are among the cast
of characters helping to shed light on the many facets of the
plot.  Thomsen writes about events, situations, and primary and
peripheral characters in the business world as convincingly and
dramatically as John Grisham does about those in the legal world.  
Though Merger Takeover Conspiracy has some sensationalistic
touches, the novel is not generic, popular entertainment.  
Thomsen's novel can be read on many levels: as a gripping crime
story about brutal crimes; as a narrative of the unfolding of a
master plan for a complex, high-stakes merger; as a portrayal of
corporate society; and as a cautionary tale about the personal
tragedies caused by systematic illegal activity in large
businesses.

Although Merger Takeover Conspiracy was first published in 1985,
it reflects major stories in today's news media.  The crimes of
top executives of Tyco, Worldcom, Adelphia, and others cannot but
come into the reader's mind.  Thomsen goes well beyond the content
and personalities of any news stories, however, to shed a critical
light on how such events could occur in the business world.

In the convention of good mystery writing, Thomsen keeps the
reader guessing until the end. In the end, the guilty are exposed,
but, in the larger perspective, there is no single culprit.
Instead, the entire corporate culture is indicted.  Some of the
characters can hardly be blamed since they were simply acting
according to the principles and the goals of the environment they
were in.

David J. Thomsen has a background in management, entrepreneurship,
executive positions, and consulting.  Much of his work has
involved research, and he is the author of hundreds of articles.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***