TCR_Public/090217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 17, 2009, Vol. 13, No. 47

                            Headlines


ACUSPHERE INC: No Quarterly Cash Dividend on March 1
ALCOA INC: Moody's Downgrades Preferred Stock Rating to 'Ba2'
ALERIS INTERNATIONAL: Chapter 11 Filing Cues Moody's 'D' Rating
ALERIS INTL: Gets Interim Permission to Use Cash Collateral
ALERIS INTL: Salient Terms of $1.075 Billion DIP Facility

ALPHA NATURAL: S&P Raises Rating  to 'BB-' on Improved Liquidity
AMAZON.COM INC: S&P Rating Now Investment Grade on EBITDA Growth
AMERICAN FIBERS: Court Extends GE Capital DIP Facility to April 30
AMERISTAR CASINOS: Moody's Gives Negative Outlook on Ba3 Ratings
APEX BIOVENTURES: Receives Non-Compliance Letter From NYSE

ASARCO LLC: Finally Gets Court Approval for East Helena Settlement
AUTOBACS STRAUSS: U.S. Trustee Form Five-Member Creditors Panel
BEAR STEARNS: Barclays Drops Fraud Lawsuit Against Company, Execs
BERNARD L. MADOFF: Trustee Seeks to Hire EFC for Irish Proceedings
BERNARD L. MADOFF: Trustee Submits Protocol for Payment of Fees

BERNARD L. MADOFF: Sonja Kohn Allegedly Gets Payment From Firm
BORDIER NURSERY: Wants Weiland Golden as Bankruptcy Counsel
BORDIER'S NURSERY: Endorses Littler Mendelson as Special Counsel
BURGER KING: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
C R LEHMAN: Case Summary & Largest Unsecured Creditor

CAMARGO CORREA: Fitch Affirms Issuer Default Rating to 'BB'
CARITAS HEALTH: U.S. Trustee To Convene 341 Meeting on March 9
CARITAS HEALTH: Gets Initial OK to Use $10.7MM HFG DIP Facility
CC MEDIA: S&P Puts 'B' on Neg. CreditWatch Due to EBITDA Concerns
CHARTER COMMUNICATIONS: Eyes Nasdaq Listing After Bankruptcy

CHARTER COMMUNICATIONS: S&P Ups Rating to CC on Interest Payments
CHECKER MOTORS: U.S. Trustee Amends Creditors Committee Members
CHEMTURA CORP: S&P Affirms 'CCC' Issue-Level Rating on Sr. Notes
CHINA HOLDINGS: Receives Non-Compliance Notice From NYSE
CHRYSLER LLC: Hits Goal of Selling Almost 80,000 Vehicles in Feb.

CHRYSLER LLC: Gov't Won't Name Car Czar to Oversee Automakers
CITADEL BROADCASTING: Liquidity Issues Cue Moody's Junk Ratings
CITIGROUP INC: Mulls Selling Grupo Financiero Banamex
CITIGROUP INC: Keeps Support for Mortgage Foreclosure Moratorium
CITIGROUP INC: To Pay Brokers $3BB to Keep Them in Joint Venture

CONNACHER OIL: S&P Downgrades Corporate Credit Rating to 'B'
CPI PLASTICS: U.S. Court OKs Canada as Main Proceeding
ENVIROKARE TECH: Closes Private Placement of 75,000 Units
ENVIRONMENTAL TECTONICS: Gets Non-Compliance Notice From NYSE
EPICEPT CORP: Closes Public Offering & Gets $15.6 Million

FALCON FINANCIAL: Moody's Takes Rating Actions Auto Securities
FELCOR LODGING: Moody's Downgrades Senior Unsecured Rating to B1
FOOTHILLS PLAZA: Voluntary Chapter 11 Case Summary
FORTUNOFF HOLDINGS: Has Seven-Member Creditors Panel
GASTAR EXPLORATION: S&P Downgrades Rating on Senior Notes to 'CC'

GENERAL MOTORS: Gov't Won't Name Car Czar to Oversee Automakers
GENERAL MOTORS: May Resume Negotiations With United Auto Workers
GOOD SAMARITAN: Case Summary & 19 Largest Unsecured Creditors
GOVERNORS UNIVERSITY: Moody's Assigns Ratings on $10 Mil. Certs.
GREEN BUILDERS: December 31 Balance Sheet Upside-Down by $1.5MM

H & H CHOICE: Case Summary & Four Largest Unsecured Creditors
HC INNOVATIONS: Board Appoints R. DeLater & K. Lame as Members
IMPERIAL BUSINESS: Inks Amendment to Sale; Purchase Price Reduced
INCENTRA SOLUTIONS: Wants Asset Sale Bidding Procedures Approved
INTERNATIONAL COAL: S&P Puts 'B-' Rating on CreditWatch Negative

JANCOR COS: Court Converts Case to Chapter 7 Liquidation
JEVIC TRANSPORTATION: CIT Group Wants Cases Converted to Chap. 7
JEVIC TRANSPORTATION: Plan Filing Period Extended to February 17
LANDRY'S RESTAURANTS: Moody's Upgrades Corp. Family Rating to B2
LEHMAN BROTHERS: Bankruptcy Results to Enbridge Write-Off

LENOX GROUP: Selected As Member of Fortunoff Creditors Panel
LIBBEY GLASS: Moody's Downgrades Corp. Family Rating to 'B3'
LIGHTPATH TECH: Posted $2.7MM Net Loss in the Last Six Months
LYONDELL CHEMICAL: Creditors Balk at Stay for Non-Debtor Parent
MACDERMID INC: Weak Q4 Results Won't Affect Moody's 'B2' Rating

MAD CATZ: In Talks With Wachovia for Loan Covenant Relief
MCCLATCHY COMPANY: To Freeze Benefit Plans Effective March 31
MCT INC: Signs Separation Agreement With Roger Gower
MERCER INTERNATIONAL: S&P Downgrades Corporate Rating to 'B-'
MIDLAND FOOD: Gets June 2 Extension of Exclusive Plan Period

MIDWAY GAMES: Seeks to Use Lenders' Cash Collateral
MIDWAY GAMES: Receives Court Approval of First Day Motions
MIDWEST FAMILY: Moody's Cuts Ratings on Three Bonds to Low-B
MORTGAGE GUARANTY: Moody's Cuts Insurance Strength Rating to Ba2
MUZAK HOLDINGS: First Day Motions, Use of Cash Collateral Approved

MUZAK HOLDINGS: Chapter 11 Filing Cues Moody's 'D' Rating
NAVIGATOR CDO: Moody's Cuts Ratings on 2003 Classes of Notes
NEOSTEM INC: Receives Non-Compliance Notice From NYSE
NEW ALLIANCE: Moody's Downgrades Ratings on Various Notes
NEW ORLEANS SEWERAGE: Fitch Affirms Water Revenue Bonds at 'B'

NORCRAFT HOLDINGS: Housing Slowdown Cues Moody's Rating Cuts
ON-SITE SOURCING: Receives Court Permission to Use Cash Collateral
ONE LAWRENCE: Files for Chapter 11 As Mortgage Matures
ORCHARDS VILLAGE: Case Summary & Eight Largest Unsec. Creditors
PENN NATIONAL: Steady Profitability Cues Moody's 'Ba1' Rating

PENHALL HOLDING: Construction Decline Cues Moody's Junk Rating
POLAROID CORP: Sues Ritchie, Acorn Over 'Fraudulent' Liens
PMI GROUP: Moody's Downgrades Insurance Strength Rating to 'Ba3'
PPC INVESTMENTS: Files for Chapter 11 Bankruptcy Protection
RADIAN GROUP: Moody's Pares Insurance Strength Ratings to 'Ba3'

REMEDIATION FINANCIAL: Disclosure Statement Hearing on April 22
REMEDIATION FINANCIAL: May Employ G&K as Special Counsel
RITCHIE CAPITAL: Faces Polaroid Suit Over 'Fraudulent' Liens
RODERICK GARRETT: Voluntary Chapter 11 Case Summary
SEMGROUP LP: Bankruptcy Results to Enbridge Write-Off

SHARE BUILDING: Case Summary & 20 Largest Unsecured Creditors
SHEARIN FAMILY: May Employ Stubbs & Perdue as Counsel
SHEARIN FAMILY: Seeks Court Okay for $8,000,000 DIP Loan From RBC
SHEARIN FAMILY: Files Chapter 11 Plan and Disclosure Statement
SIRIUS XM: Creditors Threaten to Remove CEO Mel Karmazin From Co.

SIRIUS XM: Liberty Media May Offer $250MM in Senior Secured Loan
SIRIUS XM: S&P Assigns 'CCC-/CC' Rating on Shelf Registration
SOLOMON TECHNOLOGIES: Jezebel Demands Payment of Promissory Note
SONIC AUTOMOTIVE: Managing Consultancy Cues S&P's Junk Rating
SP ACQUISITION: Receives Non-Compliance Notice From NYSE

STAR BULK: Agrees With Its Lenders on Loan Covenant Waivers
STONELEIGH PARTNERS: Receives Non-Compliance Notice From NYSE
TAILWIND FINANCIAL: Receives Non-Compliance Notice From NYSE
TEREX CORPORATION: Moody's Reviews 'Ba2' Rating for Possible Cut
TM ENTERTAINMENT: Receives Notice of Delisting From NYSE

TRUMP ENTERTAINMENT: May File for Chapter 11 Bankruptcy Today
UNIPROP MANUFACTURED: Will Default on First Mortgage Loan
UNIVERSAL FOG: Posts 46,413 Net Loss in Quarter ended Dec. 31
WESTAFF INC: Liquidity Cues Auditor to Raise Going Concern Doubt
WOOD PILE: Files for Chapter 11 Bankruptcy Protection

XL CAPITAL: Moody's Affirms Preferred Stock Rating at 'Ba1'

* White & Case Partners with HK Firm to Ready Insolvency Storm
* Fitch Expects Challenges for Dairy & Produce Industries
* Auto-Parts Suppliers Requesting $18.5 Billion Aid

* Realtors Say Stimulus Plan Could Spur 300,000 Add'l Home Sales
* 4th Quarter Price Declines Propelled by Foreclosures
* Stimulus Plan Includes Pay Limits for Top Earners at Firms

* Six Billion-Dollar Companies Filed for Chapter 11 as of Feb. 16
* Chapter 11 Filings in January Rise 54.4% from 2008 Levels

* Large Companies With Insolvent Balance Sheets


                            *********

ACUSPHERE INC: No Quarterly Cash Dividend on March 1
----------------------------------------------------
On February 10, 2009, the Board of Directors of Acusphere Inc.
elected not to declare a quarterly cash dividend in the amount of
$0.8125 per share on its 6.5% convertible exchangeable preferred
stock that was otherwise payable on March 1, 2009.

In February 2005, Acusphere issued 900,000 shares of its Preferred
Stock in a public offering.  As of February 10, 2009, 240,000 of
these shares of Preferred Stock remained outstanding.  The
Preferred Stock accrues a cumulative dividend at the annual rate
of $3.25 per share, payable quarterly on the first day of March,
June, September and December, as declared by the Company's board
of directors out of funds legally available therefor.

After March 1, 2009, the Company will no longer be obligated to
make an additional payment to any holder of the Preferred Stock
who elects to voluntarily convert his, her or its shares of
Preferred Stock equal to the aggregate amount of dividends that
would have been payable on the Preferred Stock so converted from
the original date of issuance through and including March 1, 2009,
less any dividends already paid on the Preferred Stock.  The Make-
Whole Payment is payable by the Company, at its option, in cash,
in additional shares of our common stock or in a combination of
both.

This is the fifth quarterly dividend that has not been declared
and paid on the Preferred Stock.  Under the terms of the Preferred
Stock, the holders will be entitled to vote as a separate class to
elect two directors if the Company has not paid the equivalent of
six or more quarterly dividends, whether or not consecutive. These
voting rights will continue until the Company pays the full
accrued but unpaid dividends on the Preferred Stock.

                         About Acusphere

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company is focused on developing proprietary drugs that can offer
significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.

                       Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about
the ability of Acusphere Inc. to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

Acusphere, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $22.8 million and total liabilities of $33.1 million,
resulting in a stockholders' deficit of $10.3 million.

Net loss of three months ended Sept. 30, 2008, was $10.2 million
compared with a net loss of $14.0 million for the same period in
the previous year.  For nine months ended Sept. 30, 2008, the
company reported a net loss of $34.8 million compared with a net
loss of $41.1 million for the same period in the previous year.


ALCOA INC: Moody's Downgrades Preferred Stock Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service downgraded Alcoa Inc's senior unsecured
ratings to Baa3 from Baa1, its short-term rating to Prime-3 from
Prime-2, its rating on its shelf registration for senior unsecured
debt to (P)Baa3 from (P)Baa1 and its preferred stock rating to Ba2
from Baa3.  At the same time Moody's downgraded Alcoa Trust 1's
shelf registration rating for preferred stock to (P)Ba1 from
(P)Baa2.  The rating outlook is stable.  This concludes the review
for downgrade initiated on December 22, 2008.

The downgrade considers the relatively weak debt protection
measures, increased debt levels and leverage ratios, and negative
free cash flow position of Alcoa going into a major economic
downturn.  The downgrade also reflects Moody's expectations that
aluminum industry conditions, end use demand, and pricing will not
evidence sufficient improvement in 2009 to materially reduce the
company's expected cash burn levels, notwithstanding actions taken
to reduce costs and curtail higher cost production.  These
benefits are unlikely to be fully realized in 2009, particularly
given the company's still high capital spending and other cash
requirements including dividends and increased pension funding
costs.  Consequently, Moody's expects Alcoa's debt protection
ratios to further deteriorate and funding requirements to
increase.

While the Baa3 rating considers Alcoa's leading position in the
global aluminum market, Moody's believe the company's earnings
levels remain leveraged to its performance in its alumina and
primary metals segments.  These segments are likely to see
continued weakness in volumes and prices realized given current
industry conditions.  Alcoa is self sufficient in alumina with the
remainder of production sold into the market.  As aluminum
production declines industry wide, so will the need for alumina
thereby further pressuring Alcoa's performance in this segment.
In addition, the downstream segments operate under a margin-on-
metal construct and conversion premiums and earnings in these
segments are likely to be compressed on weak end use demand
particularly given the softening in the aerospace markets, an
important market for Alcoa's downstream business, and ongoing
delays in new commercial aircraft deliveries.

Moody's estimate EBITDA in the fourth quarter of 2008, prior to
restructuring and other charges and Moody's standard adjustments,
was approximately $110 million at an average LME aluminum price of
$0.82/lb for the quarter and an averaged realized price for
Alcoa's primary aluminum segment of $0.96/lb.  Given current
aluminum prices, which Moody's do not expect to improve
meaningfully, and the lag time on conversion to finished metal,
Moody's expects that performance in the first half of 2009 could
weaken from that evidenced in the fourth quarter of 2008 on a run
rate basis.  Performance could be marginally better on cost
improvements that take more immediate effect, such as energy,
while costs that are linked to the LME aluminum price will improve
more slowly given the typical 2 to 3 month lag.

The stable outlook reflects Moody's view that following the
monetization of Alcoa's share in Rio Tinto, the company will be
able to materially reduce short-term debt outstanding thereby
minimizing the degree of expected upward movement in debt in 2009
as the company continues to complete strategic capital
investments, spending for which is weighted heavily toward the
first half of the year.  The stable outlook also anticipates that
the company will continue to focus on reducing cash consumption
and that its liquidity will remain comfortably above requirements.

Downgrades:

Issuer: Alcoa Inc.

  -- Commercial Paper, Downgraded to P-3 from P-2

  -- Multiple Seniority Shelf, Downgraded to (P)Baa3 from (P)Baa1

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Baa3

  -- Senior Unsecured Bank Credit Facility, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Commercial Paper, Downgraded to P-3 from
     P-2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     Baa3 from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa1

Issuer: Alcoa Trust I

  -- Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa2

Issuer: Chelan County Development Corporation, WA

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa1

Issuer: Milam (County of) TX, Indust. Devel. Corp.

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa1

Outlook Actions:

Issuer: Alcoa Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Alcoa Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Moody's last rating action on Alcoa was on December 22, 2008 when
the ratings were placed under review for possible downgrade.

Headquartered in New York City, New York, Alcoa is a leading
global producer of alumina, primary aluminum, and downstream
products.  Alcoa generated revenues of $26.9 billion in 2008.


ALERIS INTERNATIONAL: Chapter 11 Filing Cues Moody's 'D' Rating
---------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of Aleris Internaional Inc. to D from Caa3 following the
company's filing for protection under Chapter 11 of the US
Bankruptcy Code.  Aleris' operations outside the U.S. are excluded
from the filing.  Subsequent to this rating action, Moody's will
withdraw all of Aleris' ratings in accordance with Moody's
withdrawal policy.

Downgrades:

Issuer: Aleris Deutschland Holding GMBH

  -- Senior Secured Bank Credit Facility, Downgraded to Ca,
     LGD 4, 53% from Caa3, LGD3, 44%

Issuer: Aleris International Inc.

  -- Probability of Default Rating, Downgraded to D from Caa3

  -- Corporate Family Rating, Downgraded to Ca from Caa3

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to C,
     LGD 6, 98% Ca, LGD 6, 93%

  -- Senior Secured Bank Credit Facility, Downgraded to C, LGD 5,
     72% Caa3, LGD 3, 44%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD 5, 82% Ca, LGD4, 64%

The last rating action on Aleris was February 5, 2009, when the
corporate family and probability of default ratings were
downgraded to Caa3, the senior secured term loan ratings were
downgraded to Caa3, the 9% senior unsecured notes were downgraded
to Ca and the 10% senior subordinated notes were downgraded to Ca.

Headquartered in Beachwood, Ohio, Aleris is a leading global
producer of aluminum rolled and extruded products and participates
in the aluminum recycling and alloy products markets.  For the LTM
ended September 2008, the company generated revenue of
approximately $6.3 billion.


ALERIS INTL: Gets Interim Permission to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Aleris International Inc. and its debtor-affiliates permission, on
an interim basis, to use the cash collateral securing their
obligations to their prepetition lenders.

The Court will convene a hearing on March 11, 2009, at 1:00 p.m.,
to consider final approval of the Debtors' request.  Written
objections are due March 4, 2009, at 4:00 p.m.

As of the Petition Date, the Debtors owed money under an Amended
and Restated Credit Agreement dated as of August 1, 2006, and
amended and restated as of December 19, 2006, with various
financial institutions and other persons as lenders and Deutsche
Bank AG New York Branch as administrative agent.  These
Prepetition ABL Agreements provide for two credit facilities:

  -- a facility for the company's U.S. and European operations
     made up of:

        (i) a senior secured asset-based revolving credit
            facility of up to $809 million subject to borrowing
            base limitations,

       (ii) up to $75 million of letters of credit, and

      (iii) certain swingline facilities; and

  -- a sub-facility for the company's Canadian subsidiaries
     totaling $35 million subject to borrowing base limitations.

All borrowings by foreign subsidiaries under the Prepetition ABL
Facilities are guaranteed on a senior secured basis by the
Debtors and certain of the company's non-debtor foreign
subsidiaries.  In the absence of a default, the principal amount
outstanding is due and payable at maturity on December 19, 2011.

The Debtors entered into a U.S. Security Agreement, dated as of
August 1, 2006, and amended and restated as of December 19, 2006,
to secure their obligations under the Prepetition ABL Agreements.
The Debtors granted the Prepetition ABL Lenders:

  -- a first-priority security interest in, and continuing liens
     on, substantially all of the Debtors' current assets and
     related intangible assets located in the United States; and

  -- a second-priority security interest in, and continuing
     liens on, substantially all of the Debtors' fixed assets
     located in the United States.

Aleris entered into separate security agreements with respect to
its European and Canadian commitments.

Deutsche Bank AG New York, for the benefit of the Prepetition ABL
Lenders, was granted a first-priority security interest in, and
continuing liens on, all of the Debtors' right, title and
interest in, all accounts and receivables, cash, inventory, etc.
Moreover, Deutsche Bank AG New York was granted an exclusive
security interest in, and continuing liens on, (i) all assets of
Aleris Switzerland and its subsidiaries, and (ii) all assets of
the Canadian Subsidiaries.

The Debtors and certain of their non-debtor international
affiliates, including Aleris Deutschland Holding GmbH, were also
obligated under an Amended and Restated Term Loan Agreement dated
as of August 1, 2006, and amended and restated as of December 19,
2006, with the various financial institutions and other persons
as lenders, and Deutsche Bank AG New York as administrative
agent.  The Prepetition Term Loan Agreements provide for a term
loan facility for the Debtors in the maximum aggregate commitment
of $825 million and a sub-facility for EUR303 million in euro
borrowings by Aleris Deutschland.

The Debtors also secured their obligations under the Prepetition
Term Loan Agreements through security agreements.  The Debtors
granted the lenders a first-priority security interest in, and
continuing liens on, certain of their unencumbered assets; and a
second-priority security interest in, and continuing liens on,
the Prepetition ABL Collateral.  Deutsche Bank, for the benefit
of the Prepetition Term Lenders, was also granted a first-
priority security interest in, and continuing liens on, all of
the Debtors' right, title and interest in the Asset Sale Proceeds
Account, all Equipment, all Fixtures, all Cash Proceeds not
constituting the Prepetition ABL Collateral, etc.

As of the Petition Date, the Debtors owed the Prepetition ABL
Agents and Lenders:

  -- $201,800,000 in respect of the U.S. Borrower Revolving
     Loan,

  -- C$17,600,000 in respect of the Canadian Revolving Loan,

  -- EUR108,300,000 plus $25,000,000 in respect of the European
     Borrower Revolving Loan,

  -- $42,234,725 plus C413,600 in respect of the Letter of
     Credit Outstandings, and

  -- interest and fees, expenses, charges and other obligations.

As of the Petition Date, the amount of the aggregate mandatory
prepayment required pursuant to the Prepetition ABL Credit
Agreement was $79,418,000.  As of the Petition Date, the value of
the Prepetition ABL Collateral exceeds the amount of the
Prepetition ABL Obligations.

As of the Petition Date, the Debtors owed their Prepetition Term
Agents and Lenders:

  -- $808,500,000 in respect of the U.S. Loan,
  -- EUR296,940,000 in respect of the German Loan, and
  -- interest and fees, expenses, charges and other obligations.

An Intercreditor Agreement governs the rights of the Prepetition
Term Lenders and the Prepetition ABL Lenders with respect to the
collateral securing the Prepetition Facilities.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, told the Bankruptcy Court that in the past six months, the
borrowing base under the Prepetition ABL Facility has declined by
over 50%.  As a result, the amount outstanding under the
Prepetition ABL Facility exceeded the borrowing base.  "The effect
of being in this 'overadvance' position is that the Debtors have
no access to working capital under the Prepetition ABL Facility."
The Debtors need cash to fund their day-to-day operations.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to Section 363(c) of the Bankruptcy Code, the Debtors
can't touch the Prepetition Lenders' Cash Collateral.

In their motion, the Debtors proposed to provide adequate
protection to their Prepetition Lenders.  If the Court does not
grant their request, the Debtors said their businesses will be
brought to an immediate halt, with damaging consequences for them
and their estates and creditors.

The Debtors propose to grant their Prepetition Lenders:

  * Adequate Protection Lien -- a security interest in and lien
    on all of the Debtors' assets, subject and subordinate only
    to a Carve-Out and to the liens securing the Debtors'
    postpetition financing.

  * Super-Priority Claim -- a superpriority administrative
    expense claim immediately junior to the claims under Section
    364(c)(1) of the Bankruptcy Code held by the postpetiton
    agents and secured creditors.

  * Fees and Expenses

  * Monitoring

  * Financial Reporting

  * Interest

  * Roll-Up -- ability to refinance a certain amount of
    prepetition debt into postpetition debt.

The Debtors will limit their use of Cash Collateral to amounts
specified in a budget.  A full-text copy of the Debtors' forecast
of Cash Flows commencing as of the week ending February 13, 2009,
through and including the week ending May 8, 2009, is available
for free at http://bankrupt.com/misc/ALERIS_CASHBUDGET.pdf

                  About Aleris International

Aleris International, Inc. produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  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 operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.


ALERIS INTL: Salient Terms of $1.075 Billion DIP Facility
---------------------------------------------------------
Without access to additional financing, Aleris International Inc.
and its debtor-affiliates do not have liquidity sufficient to
continue their operations, Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York, told the U.S. Bankruptcy
Court for the District of Delaware.

At the First Day hearing in the Debtors' cases, the Court
authorized the Debtors, on an interim basis, to:

  -- obtain or guaranty obligations in respect of postpetition
     financing and borrowings up to $1,075,000,000, with
     $150,000,000 available on an interim basis;

  -- grant superpriority claims, equal liens, and priority liens
     to the Debtors' postpetition lenders;

  -- roll up certain prepetition secured debt into postpetition
     secured debt; and

  -- enter into certain terms and conditions relating to
     Prepetition Credit Facility Amendments and pay the
     amendment fee.

The final hearing will take place on March 11, 2009, at 1:00 p.m.
(EST).  Written objections must be filed and served by March 4,
2009, at 4:00 p.m. (Delaware time).

Mr. Karotkin said the Debtors retained Moelis & Company as outside
investment banker.  Moelis assisted the Debtors in looking for an
equity sponsor.  After discussions with a number of financial
institutions, including the Debtors' prepetition lenders, the
Debtors and Moelis found out that the Prepetition ABL Lenders
generally were not interested in providing the Debtors with
incremental financing.  Rather, Mr. Karotkin said, the Prepetition
ABL Lenders were focused on reducing their commitments and
obtaining repayment of their overadvance under the Prepetition ABL
Facility.  Some Prepetition Term Lenders, however, seemed
interested in providing backstop funding for a postpetition
financing facility.  The Debtors pursued negotiations with Oaktree
Capital Management, L.P., and Apollo ALS Holdings, L.P.

The Prepetition ABL Lenders are financial institutions party to
an Amended and Restated Credit Agreement dated as of August 1,
2006, and amended and restated as of December 19, 2006, with
Deutsche Bank AG New York Branch as administrative agent.  The
Prepetition Term Lenders are financial institutions party to an
Amended and Restated Term Loan Agreement dated as of August 1,
2006, and amended and restated as of December 19, 2006, with the
Debtors and certain of their non-debtor international affiliates,
including Aleris Deutschland Holding GmbH, and Deutsche Bank AG
New York as administrative agent.

In the past six months, the borrowing base under the Prepetition
ABL Facility has declined by over 50%.  As a result, the amount
outstanding under the Prepetition ABL Facility exceeded the
borrowing base.

Among others, because the Debtors required financing sufficient
to repay a portion of the overadvances required by ABL Lenders
and fund operational and working capital needs, the Debtors
obtained commitments for a two-tiered postpetition financing
arrangement consisting of a $575 million senior secured
superpriority ABL Facility and a $500 million superpriority
priming Term Facility.

Specifically, the Debtors entered into these facilities after
extensive, arm's-length negotiations:

I. New Money Term Facility and Roll-Up Term Facility

New Money
Term Facility
Borrowers:     Aleris International Inc.
               Aleris Deutschland Holding GmbH (non-debtor)
               Aleris Aluminum Duffel BVBA (non-debtor)

Guarantors:    U.S. Subsidiary Debtors and each other U.S. wholly
               owned subsidiary of Aleris; Foreign Borrowers and
               any of its subsidiaries; other non-U.S. subsidiary
               of the U.S. Borrower that is a guarantor under the
               Prepetition Term Facility; and Aleris

DIP Term
Administrative
Agent:         Deutsche Bank AG New York Branch

Arranger,
Bookrunner &
Syndication
Agent:         Deutsche Bank Securities, Inc.

DIP Term
Facility
Lenders:       Oaktree Capital Management, L.P., Apollo ALS
               Holdings, L.P., and other lenders selected by the
               Term Sole Arranger, beneficiaries of the Roll-Up,
               and any Prepetition Term Lender

Interim &
Final Term
Commitments:   $500 million superpriority priming New Money Term
               Facility; $150 million in interim financing

Term:          Earlier of:

              -- 12 months
              -- date of a reorganization plan
              -- 45 days after Interim Order if no Final Order
              -- loan acceleration or termination of commitments

Use of Term
Facility:      * Repay an amount by which the ABL Overadvance
                Obligations exceeds $40 million, but in no event
                exceeding $95 million;

              * Cash collateralize the ABL Overadvance
                Obligations in excess of $85 million between
                Interim and Final Order Entry Dates;

              * Repay or cash collateralize amounts by which
                applicable loans outstanding under the ABL
                Facility exceed the applicable borrowing base;

              * Pay costs, fees and expenses; and

              * Fund operational and working capital needs.

Roll-Up Term
Facility:      For any amount funded under the New Money Term
               Loan by a Term Facility Lender, a dollar-for-
               dollar roll-up of the principal amount of loans
               under the Prepetition Term Facility beneficially
               owned by that person; and for each holder of loans
               under the Prepetition Term Facility that does not
               commit to fund a portion of the New Money Term
               Loan, but meets other conditions, the right to
               make a roll-up of 5% of the principal amount of
               loans.

Interest
Rates:         -- U.S. Dollar Loans: LIBOR plus 1000 bps per
                 annum with a 3% LIBOR floor.

              -- Euro Loans: EURIBOR plus 600 bps per annum with
                 a 3% EURIBOR floor.

              -- Roll-Up Facility: 12.5% PIK; 10% cash, at
                 Borrower's option

Fees:          Not yet disclosed

Covenants:     Capital Expenditures -- American Operations

                                        Maximum Cumulative
              Date                      Capital Expenditures
              ----                      --------------------
              March 31, 2009                 $5,357,000
              June 30, 2009                 $12,452,000
              September 30, 2009            $19,151,000
              December 31, 2009             $24,778,000
              March 31, 2010                $35,623,000
              June 30, 2010                 $47,800,000


              Capital Expenditures -- European Operations

                                        Maximum Cumulative
              Date                      Capital Expenditures
              ----                      --------------------
              March 31, 2009               EUR8,219,000
              June 30, 2009               EUR30,315,000
              September 30, 2009          EUR38,785,000
              December 31, 2009           EUR45,164,000
              March 31, 2010              EUR55,147,000
              June 30, 2010               EUR65,129,000

              EBITDA -- American Operations

              Date                       Minimum EBITDA
              ----                       --------------
              March 31, 2009               ($30,697,000)
              June 30, 2009                ($20,519,000)
              September 30, 2009           ($14,797,000)
              December 31, 2009            ($19,906,000)
              March 31, 2010                ($2,636,000)
              June 30, 2010                 $34,292,000

              EBITDA -- European Operations

              Date                       Minimum EBITDA
              ----                       --------------
              March 31, 2009             (EUR29,942,000)
              June 30, 2009              (EUR23,487,000)
              September 30, 2009         (EUR17,267,000)
              December 31, 2009          (EUR15,272,000)
              March 31, 2010                (EUR862,000)
              June 30, 2010               EUR19,356,000

Liens and
Priorities:    Obligations under the New Money Term Facility will
               be senior to obligations under the ABL Facility
               and the Prepetition Term Facility in the
               Prepetition Term Collateral and Postpetition
               Collateral afforded certain liens and claims, and
               will be junior only to the ABL Credit Facility
               with respect to the Prepetition ABL Collateral and
               Postpetition ABL Collateral.

Carve-Out:     $10 million; The Carve-Out will be applied 50% to
               the Collateral securing the ABL Facility and 50%
               to the Collateral securing the Term Facility.

Events of
Default:       Failure to pay, misrepresentations, default on the
               covenants, bankruptcy of non-Debtors who are
               credit parties or significant subsidiaries,
               judgments more than $10 million, dismissal or
               conversion of cases, etc.

II. ABL Facility

Borrowers:     Aleris International Inc. and certain of its U.S.
               subsidiaries and affiliates; Aleris Switzerland
               GmbH; and Aleris Specification Alloy Products
               Canada Company

Guarantors:    Borrowers, U.S. Guarantors, and foreign
               subsidiaries of Aleris that are obligors or
               guarantors under the Prepetition ABL Facility

DIP ABL
Administrative
Agent:         Deutsche Bank AG New York Branch

Joint Lead
Arrangers and
Bookrunners:   Deutsche Bank Securities Inc. and Banc of America
               Securities LLC

Syndication
Agents:        Bank of America N.A. and General Electric Capital
               Corporation

DIP ABL
Facility
Lenders:       All Prepetition ABL Lenders are expected to
               participate in the ABL Facility on a pro rata
               basis

Commitment:    A priming superpriority non-amortizing revolving
               credit facility up to $575 million subject to
               borrowing base limitations, and with certain
               amounts available in the form of letters of
               credit.  The ABL Commitments will be available
               upon the entry of a Final Order.

Term:          Earlier of:

              -- 12 months
              -- date of a reorganization plan
              -- 45 days after Interim Order if no Final Order
              -- loan acceleration or termination of commitments

Use of the
ABL Facility:  * To refinance amounts outstanding under the
                 Prepetition ABL Facility; and

               * To provide working capital for, and for other
                 general corporate purposes of, the Debtors.

Roll-Up Loans: Up to $385 million of outstanding credit
               extensions under the Prepetition ABL Facility will
               be deemed funded upon the entry of the Final Order
               and will be deemed to replace outstanding
               obligations under the Prepetition ABL.  Letters of
               credit outstanding under the Prepetition ABL will
               be deemed outstanding under the ABL Facility.

Interest
Rates:         Base Rate Loans: 5.5% per annum plus the Base Rate
               (4% floor)

               Euro Rate Loans: 6.5% per annum plus either: the
               Eurodollar Rate (3% floor) or Euro LIBOR Rate (3%
               floor)

               Extension Increases: 1% per annum increase per
               three-month extension

               Default Interest: 2% per annum

Liens and
Priorities:    Obligations under the ABL Facility will be senior
               to obligations under the Term Facility and the
               Prepetition ABL Facility in the Prepetition ABL
               Collateral and afforded certain liens and claims
               on the property of the estates, and will be junior
               only to the New Money Term Facility with respect
               to the Prepetition Term Collateral.

A full-text copy of the DIP Term Credit Agreement is available
for free at: http://bankrupt.com/misc/ALERIS_DIPAGREEMENT.pdf

A full-text copy of the DIP ABL Term Sheet is available for free
at: http://bankrupt.com/misc/ALERIS_ABL_TERMSHEET.pdf

The Debtors agree to indemnify, pay and hold harmless the
Arrangers, DIP Term Administrative Agent, DIP ABL Administrative
Agent, the Co-Collateral Agents, lenders and their affiliates and
agents from liabilities relating to or arising out of the DIP
Credit Agreements.  The indemnity does not extend to liabilities
caused by or resulting from bad faith, willful misconduct or
gross negligence.

                        Interim Approval

"In order to enable them to continue to operate their businesses,
during the Interim Period and subject to [certain] terms and
conditions . . . the New Money U.S. Term Borrower is hereby
authorized under the New Money Term Facility to borrow up to an
aggregate principal amount of $150,000,000; up to $20,000,000 may
be advanced to each of the New Money Belgian Term Borrower and
the New Money German Term Borrower," Judge Brendan Shannon
ordered.

The Court ruled that no more than $200,000 may be used by any
committee or any representative of the estate to investigate
claims or liens of the Lenders.

A full-text copy of the Interim DIP Order is available for free
At: http://bankrupt.com/misc/ALERIS_DIP_INTERIM_ORDER.pdf

                  About Aleris International

Aleris International, Inc. produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  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 operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.


ALPHA NATURAL: S&P Raises Rating  to 'BB-' on Improved Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Abingdon, Virginia-based Alpha Natural
Resources Inc. to 'BB-' from 'B+' and removed all the ratings from
CreditWatch where they were placed with positive implications on
July 16, 2008.  The outlook is stable.

At the same time, S&P raised the rating on Alpha's senior secured
credit facilities to 'BB+' (two notches above the corporate credit
rating) from 'BB' and the recovery rating remains at '1', which
indicates S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default.

S&P also raised the issue-level rating on Alpha's convertible
senior notes to 'B+' from 'B'.  The recovery on the convertible
notes remains at '5', which indicates S&P's expectation of modest
(10% to 30%) recovery in the event of a payment default.

"The upgrade reflects the company's improved liquidity and credit
measures primarily driven by strong pricing and volumes for
metallurgical and steam coal," said Standard & Poor's credit
analyst Maurice Austin.  "It also reflects S&P's expectation that,
despite weaker market conditions and coal pricing in the coming
year or so due to the recessionary economic environment, the
company's financial profile will remain consistent with a 'BB-'
credit.  Specifically S&P expects debt to EBITDA to remain less
than 3.5x."  S&P would also expect the company to retain a portion
of its considerable cash balances to provide a liquidity cushion
in a lower market.

"The ratings on U.S. coal producer Alpha Natural Resources reflect
its relatively small size, scale, and scope compared with its
peers, concentration in the difficult operating environment of
Central Appalachia, and its relatively high cost position," added
Mr. Austin.  "The ratings also reflect the company's higher margin
metallurgical coal reserves, limited postretirement obligations,
and strong liquidity position."

Alpha Natural Resources is a small coal producer, relative to some
of its peers, with more than 600 million tons of coal reserves and
28 million tons sold in 2008.  More than 80% of its reserves and,
consequently, the majority of its operations are located in
Central Appalachia.

The stable outlook reflects S&P's expectation that despite the
likelihood that operating results will decline in 2009 due to
weaker volumes and pricing, the company's overall financial
profile will remain at a level that S&P would consider being in-
line with the current rating.  Specifically, S&P expects debt
to EBITDA to remain less than 3.5x, a level S&P would consider
adequate for the current rating and the company to retain a strong
liquidity position.  S&P could revise the outlook to negative or
lower the rating if the company assumes a more aggressive
financial posture, coal prices decline materially, costs rise
significantly, or debt to EBITDA rises beyond 3.5x.  Conversely,
an outlook revision to positive seems less likely in the near term
given S&P's expectations of weaker operating conditions.


AMAZON.COM INC: S&P Rating Now Investment Grade on EBITDA Growth
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Seattle-based Amazon.com to 'BBB' from 'BB+'.  At
the same time, S&P raised the rating on the company's unsecured
debt to 'BBB-' from 'BB+'.  The outlook is stable.

"The upgrade to an investment-grade rating reflects Amazon.com's
strong brand, robust performance, and improved credit protection
metrics," said Standard & Poor's credit analyst David Kuntz.  The
company has maintained solid performance during this especially
difficult retailing environment.  "Both top-line and EBITDA growth
demonstrate this," he continued, "causing us to favorably
reevaluate the company's business risk and credit rating."


AMERICAN FIBERS: Court Extends GE Capital DIP Facility to April 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Feb. 3, 2009, the extension of the term of the DIP facility
provided by General Electric Capital Corporation to AFY Holding
Company and American Fibers and Yarns Company.

The extension of the maturity date is provided for in a fourth
amendment to the postpetition loan and security agreement, dated
Jan. 31, 2009.  The Court also granted approval to the extension
and modification of the budget and the amount of the carve-out.
The Committee of Unsecured Creditors has agreed to the
modifications.

As reported in the Troubled Company Reporter on October 20, 2008,
the Hon. Peter J. Walsh authorized the Debtors to obtain, on a
final basis, up to $7,700,000 in debtor-in-possession financing
under a revolving credit facility with GE Capital.

As security, the lender was granted a first priority security
interest in, and lien upon, all unencumbered assets of the
Debtors.  All financing under the DIP loan was also granted
priority over any and all administrative expenses and fees payable
under Section 28 of the United States Bankruptcy Code.

A full-text copy of the postpetition loan agreement between the
Debtors and the lender is available for free at:

               http://ResearchArchives.com/t/s?32ae

A full-text copy of the Fourth Amendment to the postpetition loan
and security agreement, dated Jan. 31, 2008, is available at:

  http://bankrupt.com/misc/AmericanFibers4thDIPLoanAmendment.pdf

                       About American Fibers

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

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

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


AMERISTAR CASINOS: Moody's Gives Negative Outlook on Ba3 Ratings
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Ameristar
Casinos, Inc., to negative from stable.  The outlook revision was
based on negative fiscal 2008 fourth quarter revenue trends and
concerns regarding the company's ability to comply with its bank
loan senior leverage covenant.

Ameristar ratings:

* Corporate Family Rating -- Ba3
* Probability of Default Rating -- B1
* $1.8 billion senior secured bank loan - Ba3 (LGD-3, 35%)
* Speculative Grade Liquidity rating -- SGL-3

Negative rating outlook

Despite EBITDA improvement in the fiscal fourth quarter as a
result of aggressive margin management and the implementation of
its $45 million annual cost savings program, revenue was down and
this trend will likely continue through fiscal 2009.  "An
acceleration of already weak consumer spending trends -- even with
aggressive cost cutting measures -- could make it difficult for
Ameristar to achieve and sustain debt/EBITDA at or below 5.0 times

  -- the target level needed for the company to maintain its
     current rating," stated Keith Foley, Senior Vice President.

The negative outlook also considers that -- given expected levels
of operating performance -- Ameristar may have difficulty meeting
its senior debt leverage covenant as early as the end of the
June 30, 2009 fiscal quarter.  The company must meet a senior debt
to EBITDA test (as defined) of 5.0 times, stepping down to 4.75
times at September 30, 2009.  Given the current disruption in
capital markets, Ameristar could find it difficult and expensive
to obtain any necessary covenant waivers or amendments on a timely
basis and under favorable terms.  Ameristar's outlook could be
revised back to stable if the company resolves it covenant
compliance concern and exhibits the ability and willingness to
meet the stated 5.0 debt/EBITDA target by the end of fiscal 2010.

Moody's last rating action for Ameristar was on July 31, 2008 when
an SGL-3 Speculative Grade Liquidity rating was assigned to the
company.

Ameristar Casinos, Inc. owns and operates eight hotel/casinos in
six jurisdictions.  The company generates approximately
$1.3 billion of consolidated net revenues.


APEX BIOVENTURES: Receives Non-Compliance Letter From NYSE
----------------------------------------------------------
Apex Bioventures Acquisition Corporation has received notice from
NYSE Alternext US LLC that the Company is not in compliance with
Section 704 of the Exchange's Company Guide because the Company
did not hold an annual meeting during the calendar year 2008.

To maintain its listing on the Exchange, the Company intends to
submit a plan by March 10, 2009 addressing how it intends to
regain compliance by August 11, 2009.  If the Company does not
submit a plan or if this plan is not accepted by the Exchange, the
Company will be subject to delisting procedures.

Apex Bioventures Acquisition Corporation (NYSE Alternext US: PEX)
is based in Hillsborough, California.


ASARCO LLC: Finally Gets Court Approval for East Helena Settlement
------------------------------------------------------------------
Four months after it formally presented its settlement with the
U.S. government, ASARCO LLC finally obtained approval from the
U.S. Bankruptcy Court for the Southern District of Texas in
connection with an alleged pollution at a smelter in East Helena,
Montana.

Approval of the settlement was delayed due to objections raised by
BNSF Railway Company.

On a notice filed with the Court on January 29, 2009, the
Government corrected its response brief to BNSF's objection
saying that its estimated costs for future remedial activities at
the Site were in the range of $21,932,489 to $23,699,990, and not
just $21,932,489 as previously declared.

In late July 2008, the State of Montana disclosed that it has
entered into a settlement with ASARCO LLC resolving the state's
and the federal government's claims relating to the East Helena,
Montana, Superfund Site.  ASARCO formally presented the settlement
to the Bankruptcy Court in October.

                      Terms of the Settlement

The settlement provides that the U.S. Government on behalf of the
Environmental Protection Agency will have an allowed general
unsecured claim in the total amount of $13,209,783.

ASARCO stipulates that it will not object to any Proposed Annual
Budget -- in an amount or amounts up to $5,773,371 -- from the
Asarco Environmental Trust Fund for the reimbursement of costs to
the extent incurred to conduct certain response activities in
Operable Unit No. 2 at the Site consisting of:

  -- the response actions to be taken to remediate the
     approximately 73 remaining residential yards and nine
     vacant lots at the Site;

  -- remediation of irrigation ditches, including certain
     ditches, and approximately seven acres of railroad
     right-of-way owned by Burlington Northern Santa Fe Railroad
     specifically referenced in the remediation plan proposed by
     EPA;

  -- the cost to prepare or conduct any remedial work plans,
     remedial designs, and five-year reviews with respect to
     Operable Unit No. 2; and

  -- EPA and State costs for oversight of the Studies.

ASARCO further stipulates that it will continue to fund the East
Helena Lead Education and Abatement Program in 2008.

The Debtors' obligations to perform work pursuant to the
Administrative Order on Consent for Removal Action, In the Matter
of East Helena Site -- Site No. 8T30 (EPA Docket No. CERCLA-VIII-
91-17), will be deemed fully satisfied and Debtors will be
removed as a party to the order.

The parties covenant not to sue or assert claims or causes of
actions against each other.  The Debtors are entitled to
protection from contribution actions or claims as provided by
Section 113(f)(2) of the Comprehensive Environmental Response,
Compensation, and Liability Act, Section 9613(f)(2) of the U.S.
Public Health and Welfare Code, and Section 719(1) of the Montana
Comprehensive Environmental Cleanup and Responsibility Act.

                         BNSF's Objections

BNSF Railway Company argued that the Debtors' settlement and
compromise resolving the state's and the federal government's
claims relating to the East Helena, Montana, Superfund Site, as
proposed:

  -- is not reasonable;

  -- is not in the best interests of the bankruptcy estates and
     the Debtors' creditors; and

  -- cannot be confirmed as written due to violations of certain
     procedural requirements under federal law.

BNSF contended that the proposed East Helena Settlement Agreement
is ambiguous, which can lead to confusion as to when future
sampling is required and as to what circumstances the "matters
addressed" in the agreement include certain undeveloped lands

Parties to the Settlement, however, insisted that the deal
reflects a reasonable compromise for clean-up of, and remedial
activities at the Site. The Settlement also provides that the
allowed claim and availability of Trust funding add up to
potentially $18,983,154, if needed, which is a reasonable
compromise.

On behalf of the U.S. Government, Alan Tenenbaum, Esq., in
Washington, D.C., asserted that the East Helena Settlement is the
product of arm's-length negotiations between parties with adverse
interests.  He noted that the East Helena Pact facilitates removal
of the distraction, cost, and divisiveness of bankruptcy
litigation related to the Site and provides funding for clean-up
of the Site.

The U.S. Government has properly exercised its prosecutorial
discretion to achieve the East Helena Settlement, and all of the
provisions contained in the Settlement are consistent with CERCLA
and its policies and objectives, Mr. Tenenbaum contends.  He adds
that the Settlement is fair, reasonable, and consistent with
CERCLA's objectives and should be approved.

Mr. Tenenbaum further argues that BNSF's comments and objections
do not provide any valid reason not to approve the Settlement.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


AUTOBACS STRAUSS: U.S. Trustee Form Five-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of Autobacs Strauss Inc. and its debtor-
affiliate.

The members of the committee are:

   1) R&S Parts and Service, Inc.
      c/o Executive Sounding Board Associates, Inc.
      Class 4 Plan Administrator
      Attn: Neil Gilmour, III
      1945 Rte. 23 Associates, Inc.
      300 N. Market Street, Ste. 506
      Wilmington, DE 19801
      Tel: (302) 573-6809
      Fax: (302) 573-6812

   2) Cooper Tire & Rubber Company
      Attn: Jon Scott Huffman
      701 Lima Avenue,
      Findlay, Ohio 45840
      Tel: (419) 424-4268
      Fax: (419) 424-7352

   3) Robert Bosch LLC
      Attn: Paul David Bernardoni
      2800 S. 25th Street
      Broadview, IL 60155
      Tel: (708) 681-7544
      Fax: (708) 450-8548

   4) Honeywell International
      Attn: Paula B. Conway
            Matthew Belk
      39 Old Ridgebury Road
      Danbury, CT 06810
      Tel: (203) 830-2545
           (800) 678-8613
      Fax: (203) 702-5188

   5) Factory Motor Parts
      Attn: Kin Leung
      1380 Corporate Center Curve
      Eagan, MN 55121
      Tel: (651) 405-7702
      Fax: 651-405-3599

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                   About Autobacs Strauss Inc.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Debtor operate 86 retail store locations and has about 1,450
employees.  The Debtor filed for Chapter 11 protection on Feb. 4,
2009, (Bankr. D. Del. Case No.: 09-10358) Edward J. Kosmowski,
Esq. at Young Conaway Stargatt & Taylor, LLP represents the Debtor
in its restructuring efforts.  As of
Jan. 3, 2009, the  Debtor's total assets was $75,000,000 and its
total debts was $72,000,000.


BEAR STEARNS: Barclays Drops Fraud Lawsuit Against Company, Execs
-----------------------------------------------------------------
Pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil
Procedure, Barclays Bank PLC dismisses, with prejudice, its
lawsuit against Bear Stearns & Co., Inc., The Bear Stearns
Companies, Inc., Bear Stearns Asset Management, Inc., and BSMA's
former fund managers, Ralph Cioffi, Matthew Tannin.

Judge Loreta A. Preska of the U.S. District Court for the
Southern District of New York has deemed the action closed and
all pending motions moot.

Barclays, in December 2007, filed the complaint against the Bear
Stearns Entities to seek damages against for alleged fraud,
conspiracy, breach of fiduciary duties and promissory estoppel
relating to the collapse of Bear Stearns High-Grade Structured
Credit Strategies Enhanced Leverage Master Fund, Ltd.

Barclays said in its complaint that it is the sole shareholder of
the Bear Stearns Fund and has invested about $400,000,000 in the
Fund.

Barclays, according to James Mackintosh of The Financial Times in
a report dated February 12, 2009, has settled its fraud claims
against the Bear Stearns Entities, which led to the dismissal of
its complaint.  The FT said Barclays' claims against the Bear
Stearns Entities could amount to $950 million.

Simon Eaton, a Barclays spokesman, refused to say what provision
had been made against losses from loans to the fund, or what
level of payments would count as material and have to be
disclosed, FT said.

The Bear Stearns Entities and Barclays have previously agreed on
deadlines for the filing of briefs.  The parties entered into
three stipulations delaying the deadlines for the filing of
briefs "in light of uncertainties surrounding the status of this
case."

Lawrence Byrne, Esq., Lance Croffoot-Suede, Esq., and Ruth
Harlow, Esq., at Linklaters LLP, in New York, represent Barclays.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On
August 30, 2007, the Honorable Burton R. Lifland denied the Funds
protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BERNARD L. MADOFF: Trustee Seeks to Hire EFC for Irish Proceedings
------------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, under the
Securities Investor Protection Act, seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to hire the
law firm Eugene F. Collins, an Irish firm of solicitors, as
special counsel.

Aside from liquidation cases in the United States and United
Kingdom, proceedings have been initiated in the High Court,
Dublin, Ireland that require the Trustee's participation and
representation therein.  Actions are currently pending before the
High Court between

  (i) Thema International Fund PLC as plaintiff and HSBC
      Securities Services (Ireland) Limited and HSBC Institutional
      Trust Services (Ireland) Limited as defendants,

(ii) AA (Alternative Advantage) as plaintiff and HSBC Securities
      Services (Ireland) Limited and HSBC Institutional Trust
      Services (Ireland) Limited as defendants (the "AA
      Proceeding") and

(iii) Fortis Prime Fund Solutions Custodial Services (Ireland)
      Limited as plaintiff and HSBC Securities Services (Ireland)
      Limited and Defender Fund as defendant.

The Irish Proceedings relate to certain monies that plaintiffs
claim the defendants are holding for its benefit arising out of
subscriptions and redemptions to and from BLMIS.

Specifically, the High Court held a hearing in the Thema
Proceeding on February 10, 2009 at which it instructed the Trustee
to file and claims and evidence by March 2, 2009 and adjourned the
matter until March 12,2009.

The Trustee was represented at the hearing by EFC, with the
understanding that the continued representation of the Trustee
must be approved by the New York Bankruptcy Court.

The Trustee has determined that it is necessary to engage counsel
to represent him in the Irish Proceedings.  As EFC has already
represented the Trustee in the Thema Proceeding and is familiar
with these matters, the Trustee proposes to retain and employ EFC
as its special counsel with regard to the Irish Proceedings, and
any matters related to other proceedings in Ireland as directed by
the Trustee, nunc pro tunc as of February 9, 2009.

The Trustee seeks to retain EFC as special counsel because of its
knowledge, expertise and experience in liquidation proceedings in
Ireland.

Mr. Picard asserts that the services of EFC are necessary and
essential to enable him to execute faithfully his duties.  He adds
that, to the best of his knowledge, the members, counsel and
associates of EFC are disinterested pursuant to Section 8eee(b)(3)
of SIPA and do not hold or represent any interest adverse to the
Debtor's estate in respect of the matter for which EFC is to be
retained.

EFC will be compensated at its normal hourly rates, less a l0%
discount.  Applications for compensation to EFC will be filed with
the Bankruptcy Court pursuant to applicable statutes and rules.
EFC's discounted hourly rates are:

   Level of Experience            Discounted Rate (EUR)
   -------------------            ---------------------
     Partner                            450
     Associate                          315
     Junior                             100

The Securities Investor Protection Corporation has no objection to
the retention of special counsel for the Irish Proceedings.

                      About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Trustee Submits Protocol for Payment of Fees
---------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, submitted
to Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York to set procedures governing his and
his counsel Baker & Hostetler LLP's monthly compensation.

Pursuant to the proposed procedures on or before the 20th day of
each month following the month for which compensation is sought,
the Trustee and the firm will serve a monthly statement on the
Securities Investor Protection Corporation.  The SIPC will have at
least 20 days to object to a monthly fee statement, and will have
not later than 30 days following the fee period to serve a "notice
of objection to fee statement".  After the expiration of the 30-
day period, the Trustee will promptly pay 80% of the fees and 100%
of the expenses of Baker.

While the monthly statements will not be filed with the Court and
served on other parties, Baker, however, will still be required to
serve and file interim and final applications for approval of fees
and expenses in accordance with the relevant provisions of the
SIPA, the Bankruptcy Code and Bankruptcy Rules.  Baker will serve
and file the applications every 120 days.

Mr. Picard, who is a member of Baker & Hostetler, will seek
compensation as a member of the firm and will not seek separate
commissions as trustee of the Debtor.

      Judge Asks Picard to Work in Harmony w/ Govt. Agencies

According to a transcript of a Feb. 4 hearing, Judge Burton
Lifland expressed concern that "things are moving a little bit
slower than 14 some people would have anticipated, at least on the
public front."

Judge Lifland though acknowledged he has no idea what is going on
behind the scenes, as "there are so many agents and agencies and
units of government that are charged with maximizing the recovery
for redistribution to those who have been importuned by this
financial debacle, it's a problem, it's now a Madoff scheme as
opposed to a Ponzi 22 scheme."

Judge Lifland said he hopes that the agencies are working in
harmony, so as to avoid diminishing funds available for recovery
to defrauded investors.

"I would hope all these groups are not working at cross purposes,
and I have a feeling because of the media coverage, these things
are like a hovering parent -- that all the agencies are not
pulling together, and I would hope that there is going to be shown
to the Court and to all of the courts that are involved that you
are all working in harmony to maximize the recovery, and not
working at cross purposes so as not to jeopardize whatever assets
are out there because indeed those assets in my experience are
wasting assets."

                      About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Sonja Kohn Allegedly Gets Payment From Firm
--------------------------------------------------------------
Robert Frank and Charles Forelle at The Wall Street Journal report
that the Massachusetts securities regulator has accused Vienna
bank Bank Medici AG chairperson Sonja Kohn of receiving personal
payments from Bernard L. Madoff's brokerage firm Cohmad
Securities.

WSJ relates that Bank Medici lost billions in the Madoff fraud.
The report says that Bank Medici invested about $3.5 billion in
client funds with Mr. Madoff.

According to WSJ, the Massachusetts Secretary of State has filed a
legal complaint on Wednesday, claiming that $526,000 in payments
to Ms. Kohn were "filtered" through Cohmad Securities, as shown by
documents from Cohmad Securities that the Secretary filed with the
complaint.  Bernard L. Madoff Investment Securities LLC made
payments of $87,792 per year for six years, WSJ says, citing the
Secretary.  The report states that Ms. Kohn was sometimes referred
to in the documents as "SK" or "Sonya Kohn".

WSJ reports that Ms. Kohn has denied the regulator's allegations.
An attorney for Ms. Kohn said in a statement that his client had
"not received any of the funds suggested in the complaint, nor is
she aware of any of the activities referred in the complaint by
and between Cohmad and Madoff."  Ms. Kohn has not "seen or
otherwise been involved with Cohmad" or Cohmad Securities' largest
shareholder Maurice Cohen, for more or less 10 years, WSJ states,
citing Ms. Kohn's lawyer.  Ms. Kohn, according to WSJ, has also
denied any knowledge of the Madoff fraud and said that she is also
a victim.

                     About Bernard L. Madoff

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

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

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

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


BORDIER NURSERY: Wants Weiland Golden as Bankruptcy Counsel
-----------------------------------------------------------
Bordier Nursery Inc. seeks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP as counsel.

The firm will:

   a) advise the Debtor with respect to the requirements and
      provisions of the Bankruptcy Code, Federal Rules of the
      Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee
      and other applicable requirements which may affect the
      Debtor;

   b) assist the Debtor in preparing and filing schedules of
      assets and liabilities and statement of financial affairs,
      complying with and fulfilling U.S. Trustee requirements, and
      preparing other documents as may be required after the
      initiation of a Chapter 11 petition;

   c) assist the Debtor in the preparation of a disclosure
      statement and formulation of a Chapter 11 plan of
      reorganization;

   d) advise the Debtor concerning the rights and remedies of the
      estate and of the Debtor in regard to adversary proceedings
      which may be removed to, or initiated in, the Bankruptcy
      Court; and

   e) represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court in any action where the rights of the
      estate or the Debtor may be litigated, or affected.

The Debtor relates that there will be no duplication of efforts
between the firm and the Debtor's other employed professionals.

The firm will be paid for its professional hourly rate between
$195 to $550, depending on the experience and expertise of the
lawyer or paralegal performing the work.  The hourly rates of
professionals working in this case are:

     Evan D. Smiley, Partner             $495
     Lei Lei Wang Ekvall, Partner        $495
     Robert S. Marticello, Associate     $300
     John Madden, Associate              $240
     Claudia M. Yoshonis, Paralegal      $195
     Janet Hogan, Paralegal              $195

Mr. Marticello tells the Court that the firm received a total
prepetition retainer of $200,000.  Some of these funds were
applied prepetition services.  The balance is maintained in the
firm's retainer account.

In the event the Debtor has sufficient funds available to
replenish the firm's retainer, the firm may receive and additional
monthly postpetition retainer of $60,000 to $80,000.

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

Mr. Marticello can be reached at:

     Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
     650 Town Center Drive, Suite 950
     Costa Mesa, CA 92626
     Tel: (714) 966-1000

                   About Bordier's Nursery, Inc.

Headquartered in Irvine, California, Bordier's Nursery, Inc. --
http://www.bordiers.com/-- sells ornamental floriculture and
nursery products.  The Debtor filed for Chapter 11 protection on
Dec. 23, 2008, (Bankr. C.D. Calif. Case No.: 08-18501) Evan D.
Smiley, Esq., Lei Lei Wang Ekvall, Esq. and Robert S Marticello,
Esq. at Weiland, Golden, Smiley, Wang Ekvall & Strok LLP represent
the Debtor in its restructuring efforts.  The Debtor has estimated
assets of $50 million to $100 million and estimated debts of $50
million to $100 million.


BORDIER'S NURSERY: Endorses Littler Mendelson as Special Counsel
----------------------------------------------------------------
Bordier Nursery Inc. seeks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Littler
Mendelson, P.C. as special counsel.

The Debtor requires Littler's advice and counsel on all employment
and labor law issues.

The Debtor relates that there will be no duplication of efforts
between Littler and the Debtor's other professionals.

D. Chad Anderton, a shareholder at Littler, tells the Court that
the firm will be paid:

   a) Hourly Fees.  Littler will represent the Debtor at an
      hourly rate between $50 to $625, depending on the experience
      and expertise of the individual performing the work.  The
      majority of the work will be performed by Mr. Anderston
      whose current rate is $355.  Littler reserves the right to
      have other Littler personnel perform work in this case, as
      it deems appropriate.

   b) Retainer.  Littler received a $25,000 retainer from the
      Debtor and applied $7,355 from the retainer to prepetition
      services.  The balance of the retainer is maintained in
      Littler's client trust account.

   c) Court Approval of Compensation.  Littler will apply to the
      Court for approval of compensation and agrees to accept as
      compensation the sums as the Court may allow.

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

Mr. Anderton can be reached at:

     Littler Mendelson, P.C.
     2050 Main Street, Suite 900
     Irvine, CA 92614
     Tel: (906) 705-3000

                   About Bordier's Nursery, Inc.

Headquartered in Irvine, California, Bordier's Nursery, Inc. --
http://www.bordiers.com/-- sells ornamental floriculture and
nursery products.  The Debtor filed for Chapter 11 protection on
Dec. 23, 2008, (Bankr. C.D. Calif. Case No.: 08-18501) Evan D.
Smiley, Esq., Lei Lei Wang Ekvall, Esq. and Robert S Marticello,
Esq. at Weiland, Golden, Smiley, Wang Ekvall & Strok LLP represent
the Debtor in its restructuring efforts.  The Debtor has estimated
assets of $50 million to $100 million and estimated debts of $50
million to $100 million.


BURGER KING: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Miami-based Burger King Corp. to stable from positive.
Concurrently, S&P affirmed its ratings on the company, including
its 'BB-' corporate credit rating.

"The outlook revision reflects our belief that the company will be
more challenged than previously expected by the current recession
in the U.S.," said Standard & Poor's credit analyst Diane Shand,
"and that credit metrics will not strengthen sufficiently for an
upgrade over the next year or so."  Burger King's operating
margins narrowed in the first half of fiscal 2009 (ending June 30)
as a result of higher commodity, labor, and foreign exchange
costs.  "We believe margins will be flat in the second half due to
declining commodity costs," added Ms. Shand.  For the full fiscal
year, S&P think EBITDA will be only up slightly and that credit
protection measures will be similar to fiscal 2008.


C R LEHMAN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: C. R. Lehman Properties Limited Partnership
        P.O. Box 850
        Rogers, AR 72757

Bankruptcy Case No.: 09-70624

Type of Business: The Debtor develops and sells properties.
                  See: http://crlehmanproperties.com/

Chapter 11 Petition Date: February 13, 2009

Court: Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Jill R. Jacoway, Esq.
                  jacowaylaw@sbcglobal.net
                  Jacoway Law Firm
                  P.O. Drawer 3456
                  Fayetteville, AR 72702-3456
                  Tel: (479) 521-2621

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Arvest Bank                                      $27,300,000
P.O. Box 809
201 West Walnut
Rogers, AR 72757

The petition was signed by Carmen Lehman, managing member.


CAMARGO CORREA: Fitch Affirms Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings of Camargo Correa and its special-purpose
vehicle CCSA Finance Limited:

  -- Foreign currency IDR at 'BB';
  -- Local currency IDR at 'BB';
  -- National Scale rating at 'AA-(bra)'.

CCSA Finance Limited

  -- US$250 million senior unsecured bonds due 2016 at 'BB'.

CCSA Finance Limited is a special-purpose vehicle wholly-owned by
Camargo and incorporated in the Cayman Islands.  Its debt is
unconditionally guaranteed by Camargo.

The affirmation of Camargo's ratings follow the company's recent
decision to acquire Votorantim's 50% stake in VBC Energia for
BRL2.6 billion.  This transaction, which is expected to be
completed by Feb. 19, 2009, will require a cash payment of
BRL1.9 billion.  Following the conclusion of the transaction,
Camargo will own 100% of VBC Energia, which in turn owns 28.6% of
the Brazilian power holding company, CPFL Energia.

While this transaction will be modestly leveraging for the
company, Camargo's credit profile was considered strong for the
rating category prior to this acquisition.  The assignment of the
Negative Rating Outlook reflects concern about the slowing
economic environment in Brazil and the potential negative impact
it could have on the company's businesses during 2009,
particularly in its cement, homebuilding, and engineering and
construction businesses.  This could result in the company's net
debt-to-EBITDA ratio exceeding 3.0 times (x).

The affirmation of Camargo's ratings takes into consideration the
company's long track record of successful acquisitions such as
Loma Negra, Tavex, and Alpargatas Argentina.  It also factors in
Fitch's expectation that the company will be able to secure long-
term financing to fund the VBC Energia transaction.  Camargo's
credit ratings continue to be supported by its diversified
portfolio of operations, adequate market position in the
industries in which it participates, and strong liquidity relative
to leverage.  The ratings take into consideration the high
correlation of Camargo's core businesses of cement, engineering
and construction, textiles and footwear with general economic
conditions of countries, in which it operates in, but especially
Brazil and Argentina.

Structural subordination risk associated with a holding company
structure is mitigated by Camargo's financial performance,
manageable levels of debt at its subsidiaries and strong dividend
flows from core operating companies and minority equity stakes.
During the 2005-07 period, the dividends flow amount transferred
to Camargo totaled BRL1.3 billion. One of the main challenges
Camargo faces in the next years is to continue receiving strong
dividends flow.

Camargo's FYE 2008 results are expected to be released by the end
of March 2009.  At June 30, 2008, the ratio of total-debt-to-
EBITDA and net-debt-to-EBITDA was 3.0x and 1.5x, respectively,
versus 3.3x and 1.6x at the end of 2007.  Meanwhile, EBITDA-to-
interest expense was 2.2x at June 30, 2008 versus 2.5x at the end
of 2007.  Camargo has had a history of maintaining large cash
balances on its balance sheet in order to facilitate acquisitions
and mitigate market volatility in a scenario where access to debt
markets becomes limited.  At June 30, 2008, Camargo had
BRL3.03 billion of consolidated cash and marketable securities of
which about BRL1.9 billion, approximately, was held at the holding
company -- some of which is held offshore.  Camargo's total
consolidated debt was BRL$6.2 billion as of June 30, 2008.
Consolidated short-term debt accounted for about 24% of total
debt.

Camargo Correa is one of the largest private industrial
conglomerates in Brazil generating BRL11.8 billion of net revenues
and around BRL2.1 billion of EBITDA for the last-twelve month
period, ended in June 30, 2008.  Camargo is a holding company with
full ownership interests in cement, engineering and construction
companies.  Control position in homebuilding, textiles, footwear
and sportswear manufacturing companies.  Equity interests in
energy, transportation (highway concessions) and steel businesses.
A large proportion of the company's equity investments are in
companies that are publicly traded and liquid.  The company is
controlled by the Camargo family through their direct holdings in
Participacoes Morro Vermelho, which in turn owns 100% of Camargo.


CARITAS HEALTH: U.S. Trustee To Convene 341 Meeting on March 9
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of creditors of Caritas Health Care Inc. and its
debtor-affiliates on March 9, 2009, at 2:00 p.m., at Office of the
United States Trustee, 271 Cadman Plaza East, Room 4529 in
Brooklyn, New York.

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

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

                       About Caritas Health

Headquartered in Jamaica, New York, Caritas Health Care Inc.
operates hospitals.  The Company and eight of its affiliates filed
for Chapter 11 protection on Feb. 6, 2009 (Bankr. E.D. N.Y. Lead
Case No. 09-40901).  Adam T. Berkowitz, Esq., at Proskauer Rose
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed JL Consulting LLC as their restructuring advisor
and Epiq Bankruptcy Solutions LLC as their claims agent.  When the
Debtors filed for protection from their creditors, the listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.


CARITAS HEALTH: Gets Initial OK to Use $10.7MM HFG DIP Facility
---------------------------------------------------------------
The Hon. Carla E. Craig of the United States Bankruptcy Court for
the Eastern District of New York authorized Caritas Health Care
Inc. and its debtor-affiliates to obtain, on an interim basis, up
to $10.7 million in postpetition financing consisting of (i)
$8.2 million from HFG Healthco-4 LLC and HFG Healthco-5 LLC, and
(ii) 2.5 million from The Dormitory Authority of the State of New
York.

The DIP lenders agreed to provide as much as $13 million in
financing on a final basis.

According to the Debtors, access to the facility will enable the
them to preserve, maintain and enhance the liquidation value of
the their assets including the real property constituting the
Caritas Hospitals to maximize the value of the assets for the
benefit of all creditors.  Specifically, the Debtors will use the
money to fund the wind-down process of their St. John's Hospital,
Mary Immaculate Hospital and the ambulatory care facilities of the
hospitals.

The summary of terms of the DIP facility:

DIP Lenders:          HFG Healthco-5 LLC and The Dormitory
                      Authority of the State of New York (DASNY).

DIP Agent:            Healthcare Finance Group Inc.

DIP Facility:         DASNY will lend $2.5 million as a single
                      draw term loan while HFG Lenders will lend
                      up to $13.6 million as a multiple drawdown
                      term loan.  Advances by the HFG lenders
                      under the DIP Loan will be made available to
                      the Debtors on a daily basis in accordance
                      with the budget.

Interim Facility:     The interim facility will be limited to a
                      maximum principal amount of $10.7 million
                      to be funded from the DIP commitments
                      consisting of $8.2 million from the HFG
                      commitment and $2.5 million from the DASNY.

Maturity Date:        9 months after the Debtors' bankruptcy
                      filing.

Interest Rate and
Fees on HFG Loan:

   Interest Rate:     30-day LIBOR subject to a 3.0% floor plus
                      9.25% per annum.

   Default Rate:      4.0% in excess of the applicable rate.

   Facility Fee:      $100,000.

   Exit Fee:          $175,000 payable on the maturity date.

   Supplemental Fee:  $50,000 in the event that the HFG loan
                      obligations exceed $500,000 on or after May
                      8, 2009, plus $50,000 in the event that the
                      HFG loan obligations exceed $500,000 on or
                      after June 8, 2009, plus $50,000 in the
                      event that the HFG Loan obligations exceed
                      $500,000 on or after July 8, 2009.

   Non-Utilization
   Fee:               0.05% per month on the average amount,
                      calculated daily, by which the HFG
                      commitment exceeded the HFG Loan during the
                      prior month.

   Collateral
   Tracking Fee:      $25,000 per month, paid on the first
                      day of each month.

Interest Rates on
DASNY Loan:

   Interest Rate:     1% per annum.

   Default Interest:  200 basis points per annum greater than the
                      rate otherwise applicable.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense claims status priority over
and any administrative expense claims against the Debtors.

The Debtors will seek final approval of the DIP loan on Feb. 27,
2009 at 9:00 a.m., at Courtroom 3529 in Brooklyn, New York.

A full-text copy of the summary of terms of the DIP facility is
available for free at: http://ResearchArchives.com/t/s?3970

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?3971

                       About Caritas Health

Headquartered in Jamaica, New York, Caritas Health Care Inc.
operates hospitals.  The Company and eight of its affiliates filed
for Chapter 11 protection on Feb. 6, 2009 (Bankr. E.D. N.Y. Lead
Case No. 09-40901).  Adam T. Berkowitz, Esq., at Proskauer Rose
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed JL Consulting LLC as their restructuring advisor
and Epiq Bankruptcy Solutions LLC as their claims agent.  When the
Debtors filed for protection from their creditors, the listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.


CC MEDIA: S&P Puts 'B' on Neg. CreditWatch Due to EBITDA Concerns
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on San
Antonio, Texas-based CC Media Holdings Inc. (which S&P analyzes on
a consolidated basis with its operating subsidiary, Clear Channel
Communications Inc.), including the 'B' corporate credit rating,
on CreditWatch with negative implications.  San Antonio, Texas-
based CC Media Holdings had about $20.8 billion of debt
outstanding as of Sept. 30, 2008, and roughly $22.5 billion pro
forma for its subsequent tender offers and revolving credit
facility drawdown.

"The CreditWatch listing reflects our concern regarding the
company's ability to maintain compliance with financial covenants
amid the deepening recession, which S&P expects will continue for
all, or the majority, of 2009," said Standard & Poor's credit
analyst Michael Altberg.  "In addition, S&P believes that negative
secular trends facing the radio industry could limit a rebound in
2010."

Clear Channel recently borrowed the remaining $1.6 billion under
its sizable $2 billion revolving credit facility, citing concerns
about the state of the credit markets.  While S&P believes that
the drawdown is covenant neutral (since cash is netted against
secured debt in the covenant calculation), S&P is still concerned
that the company could breach covenants in late 2009 or early 2010
because of EBITDA declines.

S&P expects Clear Channel to meet its $500 million 4.25% notes
obligation, due in May 2009, with its committed delayed-draw term
loan, which would add $500 million of secured debt to the covenant
calculation if the notes are repaid at par.  In addition, S&P
expects the remaining portion of its 7.65% notes to be repaid with
the delayed-draw term loan in 2010.  As of Sept. 30, 2008, the
company's secured leverage was roughly 6.0x, versus a 9.5x
covenant, which doesn't step down until 2013.

Including S&P's assumptions regarding possible covenant add-backs
in 2009 under its credit agreement, S&P estimates that a 30% or
greater decline in EBITDA for 2009 could put the company at risk
of violating its covenants.  S&P view this possibility as likely
given the cyclical pressure on radio and outdoor advertising, as
well as unfavorable foreign currency trends at its European
outdoor business.  Under this scenario, EBITDA coverage of net
interest could decline to as low as 1x for the year, and
discretionary cash flow could turn modestly negative, eating into
cash balances.  S&P expects cash to come down further in 2010 due
to the maturity of the company's $250 million of 4.5% notes.

In resolving the CreditWatch listing, S&P will review Clear
Channel's fourth-quarter 2008 performance and prospects for 2009,
with particular emphasis on the company's liquidity position.


CHARTER COMMUNICATIONS: Eyes Nasdaq Listing After Bankruptcy
------------------------------------------------------------
Reuters reports that Charter Communications Inc. will apply for
Nasdaq listing of its new stock after the company emerges from
bankruptcy.

As widely reported, Charter Communications has said that it was
restructuring its debt and would file for Chapter 11 bankruptcy
protection on April 1 after it reached an agreement to reduce its
debt by about $8 billion.

Reuters relates that Charter Communications said that it will
issue $1.48 billion worth of new notes and generate proceeds of
about $1.62 billion from a rights offering.

                   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 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 to 'CC' from 'B-'.  S&P said that
the rating outlook is negative.


CHARTER COMMUNICATIONS: S&P Ups Rating to CC on Interest Payments
-----------------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on St. Louis-based Charter Communications Inc. and
its subsidiaries, to 'CC' from 'D'.  S&P also raised the issue-
level ratings on certain debt of Charter subsidiaries to 'C' from
'D.'  S&P had lowered those issue-level ratings, as well as the
corporate credit rating, to 'D' on Jan. 15, 2009, when Charter
announced that it would not make an aggregate of about $74 million
of interest due on particular notes of subsidiaries CCH Holdings
LLC and Charter Communications Holdings LLC.  These rating actions
follow yesterday's announcement by Charter that it will make those
missed interest payments within the allowed 30-day grace period.
The outlook is negative.

Charter also announced yesterday that it had reached an agreement
in principal with ad hoc committees of certain debtholders on
terms of a financial restructuring.  Implementation of the terms
of the agreement will lead to a Chapter 11 filing on or before
April 1, 2009.

"Upon the bankruptcy filing, S&P will lower the corporate credit
rating and all issue-level ratings to 'D'," said Standard & Poor's
credit analyst Richard Siderman.  Additionally, should Charter
miss a scheduled debt payment prior to the Chapter 11 filing, S&P
would lower the corporate credit rating, as well as the rating on
any affected debt issues, to 'D.'  Charter, a major cable TV
operator with about 5 million video subscribers, had approximately
$21 billion of funded debt outstanding at Sept. 30, 2008.


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

The members of the committee are:

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

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

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

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

  5) I. Mark Steckloff
     Sachs Waldman, P.C.
     1000 Farmer Street
     Detroit, MI 48226
     Tel: (313) 496-9447
     Fax: (313) 965-4602

  6) John G. Adam
     Martens, Ice, Klass, Legghio & Isreal, P.C.
     306 S. Washington, Suite 600
     Royal Oak, MI 48067
     Tel: (248) 398-2461 ext. 1118
     Fax: (248) 398-2662

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About Checker Motors

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


CHEMTURA CORP: S&P Affirms 'CCC' Issue-Level Rating on Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its ratings on
Chemtura Corp.'s senior unsecured notes following an update to
S&P's recovery analysis which incorporates the company's
$150 million reduction in its revolving credit facility in January
2009 and following the company's Feb. 4, 2009, press release
regarding the subsidiary guarantee status for each of its three
senior unsecured note issuances.

Standard & Poor's affirmed its 'CCC' (same as the corporate credit
rating) issue-level rating on Chemtura's 6.875% senior notes due
2016.  The recovery rating on this issue was revised to '3' from
'4', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of a payment default.

S&P also lowered the issue-level rating on the 6.875% senior notes
due 2026 and the Great Lakes Chemical Corp. 7% senior notes due
2009 to 'CCC-' (one notch below the corporate credit rating on the
company) from 'CCC'.  The recovery ratings on these issues were
revised to '5' from '4' indicating S&P's expectation for a modest
(10%-30%) recovery in the event of a payment default.

                           Ratings List

                          Chemtura Corp.

        Corporate credit rating             CCC/Negative/--

                         Revised Ratings

                          Chemtura Corp.

                                             To        From
                                             --        ----
         Senior unsecured notes due 2016     CCC
          Recovery rating                    3         4
        Senior unsecured notes due 2026     CCC-      CCC
          Recovery rating                    5         4

                   Great Lakes Chemicals Corp.

                                             To        From
                                             --        ----

        Senior unsecured notes due 2009      CCC-      CCC
          Recovery rating                    5         4


CHINA HOLDINGS: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
China Holdings Acquisition Corp. received on February 10, 2009, a
notice from the Staff of the NYSE Alternext US LLC (f/k/a/ the
American Stock Exchange) indicating that the Company was not in
compliance with Section 704 of the Exchange's Company Guide, in
that it did not hold an annual meeting of its stockholders during
2008.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange by March 10, 2009, that demonstrates
the Company's ability to regain compliance with such section of
the Exchange's Company Guide by August 11, 2009.

If the Company does not submit 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
Exchange's Company Guide.

The Company intends to submit a plan to the Exchange and hold an
annual meeting of its stockholders to regain compliance with the
Exchange's continued listing standards.


CHRYSLER LLC: Hits Goal of Selling Almost 80,000 Vehicles in Feb.
-----------------------------------------------------------------
Chrysler LLC Vice Chairperson Jim Press and North American sales
chief Steve Landry told dealers during a conference call on Friday
that the firm had reached its goal of taking orders for almost
80,000 vehicles for February, Alex P. Kellogg at The Wall Street
Journal reports, citing a dealer.

According to WSJ, a person familiar with the matter said that
reaching the February target was critical for Chrysler because the
orders will:

     -- bring in revenue,
     -- keep the firm's manufacturing plants operating,
     -- let the firm continue to build cars, and
     -- let the company fund other parts of its operations.

WSJ relates that Chrysler launched an effort in January 2009 to
increase orders, urging dealers to take on more inventory.
According to the report, Messrs. Press and Landry pleaded with
dealers all over the country, explaining that Chrysler needed to
reach its target to ensure its survival.  People familiar with the
matter said that the deadline for February orders was extended
twice to help reach the goal, the report states.

WSJ, citing people familiar with the matter, says that Chrysler
was about 10,000 vehicles short as of Tuesday last week and had to
re-approach dealers who had already participated in the effort.

                       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: Gov't Won't Name Car Czar to Oversee Automakers
-------------------------------------------------------------
Deborah Solomon at The Wall Street Journal reports that senior
Obama administration officials said that the government won't
appoint a "car czar" to help supervise the restructuring of the
auto industry, including General Motors Corp. and Chrysler LLC.

WSJ states that GM and Chrysler, as a condition of getting
government financial assistance, are required to submit extensive
restructuring plans and concession commitments form unions and
bondholders by February 17.  The plans, says WSJ, would have been
submitted to the car czar, but the administration has decided to
not appoint an individual to oversee the restructuring process.

Citing the officials, WSJ relates that the administration would
instead form an inter-agency task force to deal with the firms'
restructuring.  According to WSJ, U.S. Treasury Secretary Timothy
Geithner and National Economic Council chief Lawrence Summers will
oversee the task force.  Mr. Geithner, says the report, will
manage the $17.4 billion in federal loan agreements between the
automakers and the U.S. government.

According to WSJ, people familiar with the matter said that the
Treasury would appoint Ron Bloom, a special assistant to the
president of United Steelworkers union and a former investment
banker, as a senior adviser to help handle auto-related issues.

Citing people familiar with the matter, WSJ states that the
industry had waited for the appointment of the car czar, slowing
progress in restructuring talks between automakers, bondholders,
and the United Auto Workers union.  The sources said that the
various stakeholders haven't felt compelled to come to negotiate
without someone firmly in charge, according to the report.

                       About Chrysler LLC

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

                         *     *     *

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

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

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

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


CITADEL BROADCASTING: Liquidity Issues Cue Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Citadel Broadcasting
Corporation's Corporate Family Rating (CFR) to Caa2 from B3,
Probability of Default rating to Caa3 from Caa1, and senior
secured credit facility to Caa2.  The company's speculative
liquidity rating remains SGL-4 and the rating outlook is negative.

Moody's has taken these ratings actions:

Issuer: Citadel Broadcasting Corporation

* Corporate Family Rating -- Downgraded to Caa2 from B3

* Probability of Default rating -- Downgraded to Caa3 from Caa1

* Senior Secured Credit Facility -- Downgraded to Caa2 (LGD 3,
  31%) from B3 (LGD 3, 31%)

* Speculative Grade Liquidity Rating -- Remains at SGL-4

* Outlook -- Remains Negative

The downgrades reflect Moody's concern that Citadel's liquidity,
including cash on hand as well as bank revolver availability, are
very modest in relation to the company's $2 billion debt load, and
therefore the company is nearly fully dependent upon its ability
to continuously generate free cash flow to avoid a default.  At
the same time, the U.S. economy's impact on 2009 radio revenues
will be greater than forecasted when it lowered Citadel's ratings
in November 2008 and that, absent a very near-term rebound in
advertising revenues, the company risk of default is high over the
next 12 to 18 months as its free cash flows will likely be
significantly impacted.  Moody's had anticipated the company's
2009 revenue declines would fall between 10 - 15%, however, radio
industry revenues broadly appear to be pacing down in excess of
20% through January.  Moody's now projects Citadel's 2009 revenues
will decline between 15 - 20% in 2009, resulting in EBITDA
contraction of about 35 - 40% and increasing leverage to about
13.5x (incorporating Moody's standard adjustments) by year's end,
up from 7.9x as of 9/30/08.  Moody's believes the revenue and cash
flow pressures will lead to a covenant breach in the first half of
the year and that Citadel will need an amendment and/or waiver
from its lenders to avoid a restructuring.  Typically, an
amendment to avoid a covenant breach results in the banks
increasing the borrower's interest rate and fees.  If the lender's
demands are too burdensome, impair cash flows and crimp already
very narrow available cash and revolver liquidity, Moody's
believes Citadel may choose to file for bankruptcy.

The lower Caa3 PDR as compared to the Caa2 CFR reflects Moody's
belief that there is high risk of default.  But given that the
debt capital structure consists of nearly all secured bank debt,
and may default before leverage rises into the teens which would
likely result in a higher than average 50% recovery.

Moody's expects the 2009 revenue decline pattern may be uneven
with perhaps the largest percent declines, potentially in excess
of 20%, occurring in the first half of the year.  This pattern
heightens the risk that Citadel could breach its financial
covenants as early as Q1 2009 and drives the company's SGL-4
speculative grade liquidity rating.

The negative rating outlook reflects the increased likelihood of a
default and/or restructuring and that an advertising downturn
lasting beyond 2009 or one that is deeper than anticipated could
sustain Citadel's leverage at elevated levels.

On December 3, 2008, Moody's commented that the Third amendment to
Citadel's credit agreement did not impact the company's CFR and
negative rating outlook.

Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  The company's 2007 pro-forma
revenues were approximately $945 million.


CITIGROUP INC: Mulls Selling Grupo Financiero Banamex
-----------------------------------------------------
Citigroup Inc. executives have considered selling Mexican banking
franchise Grupo Financiero Banamex, David Enrich and Matthew
Karnitschnig at The Wall Street Journal report, citing people
familiar with the matter.

The sources said that Citigroup is considering which pieces of the
firm could be sold to generate cash if needed.  The WSJ report
says that Citigroup has posted $28.55 billion in net losses in the
past five quarters, and the U.S. government has kept urging the
company to keep shrinking.  The report states that if Citigroup's
financial position continues to deteriorate, it could sell
Banamex.  According to the report, Citigroup hasn't officially
exploring a sale of Banamex and says that the Mexican company has
a bright future as part of a slimmed-down Citigroup.

WSJ says that a sale of Banamex could attract interest from banks
in Latin America, Europe, and U.S. banks.  Bankers say that Banco
Itau and the HSBC Holdings PLC might want to buy Banamex, WSJ
relates.

WSJ reports that Banamex accounted for about half of Citigroup's
total 2007 profit of about $3.6 billion.  Investment bankers
estimate that Banamex could be sold for at least $9 billion, the
WSJ states.  According to WSJ, people familiar with the matter
said that potential suitors -- including representatives of
wealthy Mexican families that traveled to New York recently to
seek financing for an offer if Citigroup puts Banamex up for sale
-- have approached Citigroup to express interest in acquiring
Banamex.  Citigroup has rebuffed the offers, the report says.
"Citi has no intention of selling Banamex," which is "at the
center of the core franchise for the future," the report quoted
Citigroup spokesperson Jon Diat as saying.

Banamex has about 2,005 branches in Mexico, where it is second in
size by assets, behind BBVA Bancomer.  Citigroup paid about
$12.5 billion to acquire Banamex in 2001, WSJ states.

Citing people familiar with the matter, WSJ reports that Banamex's
CEO Manuel Medina Mora and Roberto Hernandez, a former owner of
the bank who is a Citigroup director, have privately expressed
frustration with Citigroup CEO Vikram Pandit's leadership.
Messrs. Mora and Hernandez said that Banamex would be in better
shape if it weren't part of Citigroup, WSJ states.

Citigroup, according to WSJ, would have a less-complicated
challenge selling Banamex than some of its other units, as Banamex
operates largely as an independent entity and isn't fully
integrated into Citigroup's other banking operations.

Messrs. Medina Mora and Hernandez and Alfredo Harp, another former
Banamex owner, were allegedly trying to seek the financing needed
to bid for the Mexican bank, WSJ relates.   Mr. Mora said in a
statement, "I emphatically deny I am looking to raise funds to
purchase Banamex."  Messrs. Hernandez and Harp also denied the
rumors, says the report.

WSJ reports that Citigroup executives said they would consider
selling Banamex if it commanded a rich price and if Citigroup
could share in the unit's future profits.

              First Quarter 2009 Earnings Review

Citigroup Chief Financial Officer Gary Crittenden will review
first quarter results on April 17, 2009.  First quarter results
will be issued via press release on April 17, 2009.

                       About Citigroup

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

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


CITIGROUP INC: Keeps Support for Mortgage Foreclosure Moratorium
----------------------------------------------------------------
Citigroup Inc. has released a statement reiterating its support to
a temporary owner-occupied mortgage foreclosure moratorium.

As reported by the Troubled Company Reporter on Jan. 13, 2009, the
National Association of Consumer Bankruptcy Attorneys, Center for
Responsible Lending, National Consumer Law Center (on behalf
of its low-income clients), Consumer Federation of America and
Leadership Conference on Civil Rights, in a joint statement,
welcomed Citigroup Inc.'s move to support mortgage modification in
bankruptcy.

Citigroup said in a statement in support of its commitment:

"To reiterate the commitment made by Chief Executive Officer
Vikram Pandit to the House Financial Services Committee on
February 11, 2009, Citi is taking the necessary steps to help
American homeowners keep their homes.  As part of this commitment,
Citi has initiated a foreclosure moratorium on all Citi owned
first mortgage loans that are the principal residence of the
customer as well as all loans Citi services where we have reached
an understanding with the investor.  The moratorium is effective
February 12, 2009, and will extend until President Barack Obama
has finalized the details of the loan modification program or
March 12, 2009, whichever is earlier.  The company will not
initiate or complete any new foreclosures on eligible customers
during this time.

"Today's [February 13] announcement expands on Citi's current
foreclosure moratorium in which Citi does not initiate or complete
a foreclosure sale on any eligible borrower where Citi owns the
mortgage, the borrower is seeking to stay in the home, which is
his or her primary residence, is working in good faith with Citi
and has sufficient income for affordable mortgage payments.

"Since the start of the housing crisis in 2007, Citi has worked
successfully with approximately 440,000 homeowners to avoid
potential foreclosure on combined mortgages totaling approximately
$43 billion.  Last year, Citi kept approximately four out of five
distressed borrowers with mortgages serviced by Citi in their
homes."

                       About Citigroup

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

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


CITIGROUP INC: To Pay Brokers $3BB to Keep Them in Joint Venture
----------------------------------------------------------------
Citigroup Inc. and Morgan Stanley will pay brokers $3 billion to
keep them in the companies' joint venture, Aaron Lucchetti at The
Wall Street Journal reports, citing people familiar with the
matter.

WSJ relates that Citigroup and Morgan Stanley said in January that
they would form a joint venture.  The joint venture, says WSJ,
will combine Morgan Stanley's brokerage operation with Citigroup's
Smith Barney unit.  WSJ states that Morgan Stanley is paying
Citigroup $2.7 billion to take control of the joint venture.

Morgan Stanley, says WSJ, will offer retention payments to top-
producing brokers who are joining the firm's new wealth-management
joint venture with Citigroup's Smith Barney unit.  WSJ quoted
Morgan Stanley spokesperson James Wiggins as saying, "Our
financial advisers at Morgan Stanley and Smith Barney are getting
heavily poached by competitors.  We need to be able to retain"
them "to ensure the success of the joint venture."

WSJ reports that Morgan Stanley has cut back on riskier businesses
like trading, making its brokerage business more important.

According to WSJ, the terms of the broker retention pay would be
disclosed later this month.  WSJ says that brokers making most of
their annual pay directly from the fees they generate often have
to stay seven to nine years to keep the whole payment.  According
to the report, companies regularly make part of the payment
contingent on asset or revenue targets, and spread the cost of the
plans on their financial statements over the life of the contract.

WSJ states that not all of the combined joint venture's 20,000
brokers would get payments.  WSJ relates that Morgan co-President
James Gorman told brokers during a conference call earlier this
month that the joint venture would pay retention awards based on
revenue generated in 2008.  A broker who would bring in
$1 million in revenues for Morgan Stanley would get $500,000 to $1
million, though much of it is contingent on the broker producing
revenue for the combined Morgan Stanley Smith Barney in the coming
years, the report states.  Citing people familiar with the matter,
the report says that UBS AG -- which took about 100 brokers from
Smith Barney and 200 from Morgan Stanley -- was among the biggest
recruiters.

WSJ says that a congressional staffer said last week that the
presence of broker-retention payments "doesn't help" convince the
Congress that the Wall Street understands the need for change.
According to the report, the House Committee on Oversight and
Government Reform's staff director, Ronald Stroman, said that the
committee is looking into the issue.

WSJ reports that Morgan Chief Executive John Mack admitted during
a House hearing on Wednesday that "the American people are
outraged about some compensation practices on Wall Street, and I
can understand why."

WSJ, citing people familiar with the matter, states that Morgan
Stanley officials will brief any government officials who ask
about the plan.

                       About Citigroup

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

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


CONNACHER OIL: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alberta-based Connacher Oil
and Gas Ltd. two notches to 'B' from 'BB-' and its secured debt
rating on Connacher's US$600 million secured second lien notes to
'BB-' from 'BB+', following a review of the company's current and
prospective business risk and financial risk profiles.  The
ratings remain on CreditWatch with negative implications, where
they were placed Dec. 15, 2008.  The recovery rating of '1' on the
secured debt is unchanged.

"Our decision to lower the ratings on Connacher reflects the
company's inability to generate positive free operating cash flow
at current oil prices after servicing its large interest
obligations and funding it capital program; and concerns with the
rate at which available cash and liquidity will be depleted to
sustain operations," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "Furthermore, with construction on the company's
Algar project on hold, and its using its available funds to
support operations, it will support existing debt with half the
expected production; and Connacher's leverage is aggressive for
the 'B' rating," Ms. Koutsoukis added.

S&P believes that the company's business risk profile, which S&P
assess to be stronger than the 'B' rating, supports the rating on
the company.  Connacher remains on CreditWatch as S&P has concerns
regarding the covenants in its existing credit facility and,
specifically the requirement that its consolidated interest
coverage ratio be no less than 1.5x beginning March 2009.

In S&P's opinion, the ratings on Connacher reflect the company's
relatively high leverage, its negative free cash flow at current
oil prices due to large interest obligations, and the sensitivity
of its oil sands project's profitability to unscheduled shutdowns
and input pricing volatility.  Somewhat mitigating these
weaknesses, in S&P's view, are the above-average internal reserve
replacement potential associated with its oil sands leases; the
expected stable production profile; the negligible finding costs
associated with oil sands extraction; and a reduced exposure to
heavy oil differentials, diluent prices, and natural gas costs
associated with the company's wholly owned U.S. refinery and
Canadian conventional upstream operations.

S&P will resolve the CreditWatch once S&P has certainty regarding
Connacher's course of action in dealing with the potential
covenant violation on its credit facility.  Should the company
resolve the covenant issue and maintain what S&P view as adequate
liquidity, S&P will keep the corporate credit rating at the 'B'
level.


CPI PLASTICS: U.S. Court OKs Canada as Main Proceeding
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
has recognized CPI Plastics Group Ltd.'s bankruptcy cases in
Canada as the "foreign main proceeding."

CPI Plastics won approval of its Chapter 15 petition, asking the
Bankruptcy Court to enter an order requiring U.S. creditors to be
governed by its Canadian reorganization and blocking them from
filing lawsuits.

As reported by the Troubled Company Reporter on February 2, 2009,
Deloitte & Touche Inc., in its capacity as the Court-appointed
interim receiver and receiver and manager of CPI Plastics Group
Limited and its affiliates, CPI Plastics Group (Canada) Ltd., CPI
Plastics Group, Inc., Crila Investments Inc., and Crila Plastics
Industries, Inc., is inviting offers for the purchase of the
business or assets of the companies.

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

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

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

As reported in the TCR on Jan. 22, 2009, CPI Plastics Group Ltd.,
sought bankruptcy protection in Canada and the U.S., blaming the
deepening U.S. recession and rising prices of raw materials.

                        About CPI Plastics

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

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


ENVIROKARE TECH: Closes Private Placement of 75,000 Units
---------------------------------------------------------
On February 10, 2009, Envirokare Tech, Inc., closed its private
placement of 75,000 Units at a price of $0.20 per Unit.  Each Unit
is comprised of one (1) share of its common stock and one share
purchase warrant, each warrant entitling the holder to purchase
one (1) additional common share of the Company with an exercise
price of $0.30 and an exercise period of three years.  The total
amount of cash received by the Company from the private placement
was $15,000 and there were no underwriting discounts or
commissions.  The private placement was made only to an accredited
investor pursuant to the provisions of Rule 506 of the Securities
Act of 1933, as amended.

Headquartered in New York, Envirokare Tech Inc. (OTC BB: ENVK)
-- http://www.envirokare.com/-- is engaged in the application
design, development and manufacturing, utilizing proprietary
thermoplastic composite technologies including TPF Thermoplastic
Flowforming(TM) technology.  The company's TPF Thermoplastic
Flowforming(TM) business is being conducted through its position
and interest in LRM Industries LLC.

                      Going Concern Doubt

PBM Helin Donovan, LLP, in Spokane, Washington, expressed
substantial doubt about Envirokare Tech Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's significant operating
losses.

As of September 30, 2008, the Company's balance sheet showed total
assets of $12,422,588, total current liabilities of $12,438,174,
total long-term liabilities of $4,905,326 and minority interest in
subsidiary of $816,771, resulting in total stockholders' deficit
of $5,737,683.


ENVIRONMENTAL TECTONICS: Gets Non-Compliance Notice From NYSE
-------------------------------------------------------------
Environmental Tectonics Corporation received on February 11, 2009,
a letter from NYSE Alternext US LLC, the successor to the American
Stock Exchange, stating that the Company was not in compliance
with Section 704 of the NYSE Alternext US Company Guide which
requires the Company to hold a meeting of shareholders on an
annual basis.

The non-compliance with Section 704 of the NYSE Alternext US
Company Guide makes the Company's common stock subject to being
delisted from the NYSE Alternext US LLC.

The Company is required to submit a plan to the US Alternext US by
March 10, 2009 advising US Alternext US LLC of the actions that it
intends to take to bring the Company into compliance with Section
704 of the US Alternext US Company Guide by August 11, 2009.  The
Company intends to submit a plan by such date. There can be no
assurance that the US Alternext US LLC will accept the Company's
plan for compliance or, if accepted, that the plan will be
implemented by August 11, 2009.

An indicator will be added to the Company's trading symbol noting
the Company's non-compliance with Section 704 of the US Alternext
US Company Guide until such time as the Company regains compliance
with the applicable listing standards.

Southampton, Pennsylvania-based, Environmental Tectonics
Corporation (NYSE ALTERNEXT US LLC: ETC) designs, develops,
installs and maintains aircrew training systems (aeromedical,
tactical combat and general), disaster management training systems
and services, entertainment products, sterilizers (steam and gas),
environmental testing products, hyperbaric chambers and related
products for domestic and international customers.


EPICEPT CORP: Closes Public Offering & Gets $15.6 Million
---------------------------------------------------------
On February 4, 2009, EpiCept Corporation disclosed the pricing of
a public offering of $25.0 million in principal aggregate amount
of 7.5556% convertible subordinated notes due February 2014 and
five and-a-half year warrants to purchase approximately
11.1 million shares of common stock at an exercise price of $1.035
per share.  Each $1,000 in principal aggregate amount of the notes
will be initially convertible into approximately 1,111 shares of
Common Stock, at the option of the holders or upon specified
events, including a change of control and if the Company's common
stock trades at or greater than $1.70 a share for 20 out of 30
days, beginning February 9, 2010.  Upon any conversion or
redemption of the notes, the holders will receive a make-whole
payment in an amount equal to the interest payable through the
scheduled maturity of the converted or redeemed notes, less any
interest paid before such conversion or redemption.  Interest is
due and payable on the notes semi-annually in arrears on June 30
and December 31, beginning on
June 30, 2009.

On February 9, 2009, the Company closed the transaction and issued
the notes.  The Company received net proceeds of approximately
$15.6 million from the notes -- before payment of fees and
expenses -- after depositing approximately $9.4 million in escrow
for twenty-four months for the purposes of paying the interest on
the notes and the make-whole payments upon conversion or
redemption.  The Company intends to use the net proceeds to repay
its outstanding debt, including its senior secured loan with
Hercules Technology Growth Capital, Inc., and certain fees
required thereunder, the remaining $0.4 million of the Company's
subordinated convertible notes due April 10, 2009 and the
Company's EUR1.5 million or $2.0 million loan held by Technologie-
Beteiligungs Gesellschaft mbH der Deutschen Ausgleichsbank.  The
remaining proceeds will be used to meet the Company's working
capital needs and for general corporate purposes through December
2009.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc., acted as the exclusive placement agent for the
offering.

The securities were offered and sold under the Company's
previously filed and effective Registration Statement on Form S-3
with Registration No. 333-153895. On October 7, 2008, the Company
filed a base prospectus and on February 6, 2009, the Company filed
a prospectus supplement, each relating to the offering with the
Securities and Exchange Commission.

                          About EpiCept Corp.

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

                       Going Concern Doubt

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

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

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


FALCON FINANCIAL: Moody's Takes Rating Actions Auto Securities
--------------------------------------------------------------
Moody's Investors Service has taken these ratings actions on
securities backed by automobile dealership loans, issued by Falcon
Financial.  The ratings actions reflect the high degree of
uncertainty around automobile dealership financings in the wake of
macroeconomic and business challenges faced by General Motors,
Ford, and Chrysler.  A substantial portion of dealerships in each
of these deals have exposure to the three major U.S. automakers.

Since the rating actions on the Falcon transactions on
November 24, 2008, Moody's further assessed, among other things,
the potential for bankruptcy at the Big-3 (reorganization and
liquidation), potential dealer defaults, real estate recovery
values, fixed-charge coverage ratios, and compliance status
reports provided by Falcon.

The complete rating actions are:

Falcon Franchise Loan Trust 1999-1

  -- Class B; Downgraded to A1 from Aa2; Previously on August 16,
     1999 assigned Aa2

  -- Class C; Downgraded to Baa1 from A2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class D; Downgraded to Ba1 from Baa2; previously on
     November 24, 2008 placed on review for possible downgrade

Falcon Franchise Loan Trust 2000-1

  -- Class A-2; Downgraded to A3 from Aa1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class B; Downgraded to Baa2 from A1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class C; Downgraded to Ba2 from A3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class D; Downgraded to B2 from Ba1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class E; Downgraded to Caa1 from B1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class F; Downgraded to Ca from Caa1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class IO; Downgraded to A3 from Aa1; previously on
     November 24, 2008 placed on review for possible downgrade

Falcon Auto Dealership LLC, Series 2001-1

  -- Class A-1; Downgraded to A3 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class A-2; Downgraded to Baa3 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class B; Downgraded to Ba1 from A3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class C; Downgraded to Ba3 from Baa3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class D; Downgraded to B3 from B2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class E; Downgraded to Caa2 from Caa1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class F; Downgraded to Ca from Caa3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class IO; Downgraded to A3 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

Falcon Auto Dealership LLC, Series 2003-1

  -- Class A-1; Downgraded to Baa1 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class A-2; Downgraded to Baa3 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class B; Downgraded to Ba1 from A1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class C; Downgraded to Ba3 from Baa1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class D; Downgraded to B2 from Ba1; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class E; Downgraded to Caa2 from B3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class F; Downgraded to C from Caa3; previously on
     November 24, 2008 placed on review for possible downgrade

  -- Class IO; Downgraded to Baa1 from Aa2; previously on
     November 24, 2008 placed on review for possible downgrade

Considerations for the rating actions:

In Falcon Franchise Loan Trust 1991-1, the credit support for the
certificates consists of subordination and overcollateralization
of the bonds by the loans.  Losses are allocated to the bonds in
reverse alphabetical order.  Class B through Class F certificates
are subordinated to the Class A certificates, providing a total
credit support of 90% to Class A certificates.  The subordinated
certificates provide credit support of 75% to Class B
certificates; 62% to Class C certificates; 52% to Class D
certificates and 35% to Class E.  The current
overcollateralization amount is 6.89MM.

In Falcon Franchise Loan Trust 2000-1, the credit support for the
certificates consists of subordination and overcollateralization
of the bonds by the loans.  Losses are allocated to the bonds in
reverse alphabetical order.  Class B through Class F certificates
are subordinated to the Class A certificates, providing a total
credit support of 41% to Class A certificates.  The subordinated
certificates provide credit support of 30% to Class B
certificates; 22% to Class C certificates; 15% to Class D
certificates and 9% to Class E.  The current overcollateralization
amount is 0.16MM.

In Falcon Franchise Loan Trust 2001-1, the credit support for the
certificates consists of subordination and overcollateralization
of the bonds by the loans.  Losses are allocated to the bonds in
reverse alphabetical order.  Class B through Class F certificates
are subordinated to the Class A certificates, providing a total
credit support of 36% to Class A certificates.  The subordinated
certificates provide credit support of 29% to Class B
certificates; 22% to Class C certificates; 13% to Class D
certificates, and 10% to Class E. The current
overcollateralization amount is 1.97MM.

In Falcon Franchise Loan Trust 2003-1, the credit support for the
certificates consists of subordination and overcollateralization
of the bonds by the loans.  Losses are allocated to the bonds in
reverse alphabetical order.  Class B through Class F certificates
are subordinated to the Class A certificates, providing a total
credit support of 39% to Class A certificates.  The subordinated
certificates provide credit support of 30% to Class B
certificates; 23% to Class C certificates; 16% to Class D
certificates, and 11% to Class E.  The current
overcollateralization amount is 3.89MM.

Falcon Financial Investment Trust, the parent of the issuer, was a
specialty finance company that lent to franchised vehicle
dealerships.  Falcon Financial II, LLC, the primary and special
servicer for the Trust, is now owned by AutoStar Realty Operating
Partnership, LP.  Neither Falcon Financial II, LLC nor AutoStar
Realty Operating Partnership, LP is rated by Moody's.


FELCOR LODGING: Moody's Downgrades Senior Unsecured Rating to B1
----------------------------------------------------------------
Moody's Investors Service has lowered FelCor Lodging Limited
Partnership's senior unsecured rating to B1 from Ba3, FelCor
Lodging Trust's corporate family rating to B1 from Ba3, and FelCor
Lodging Trust's preferred stock to B3 from B2.  In addition, the
rating outlook was revised to negative, from stable.

These rating actions reflect the deterioration in the lodging
fundamentals nationwide in the last quarter of 2008, as well as
Moody's expectation that this weakness will continue and likely
worsen in 2009.  Moody's believes that as a result of sharply
reduced lodging demand, FelCor's earnings will be significantly
pressured in the coming quarters leading to the decline in the
REIT's fixed charge coverage and the increase in leverage
(measured as debt/EBITDA).  Also, Moody's acknowledges that FelCor
is facing an approximately $120 million maturity in April 2009,
and that the cushion the REIT has in its bond and bank line
covenants has been deteriorating.  Still, Moody's notes that
FelCor will benefit from a comprehensive renovation of its entire
portfolio, which the REIT is currently completing. Positively,
FelCor has also implemented a number of cost cutting initiatives
and eliminated its common dividend in December 2008 to boost
liquidity.

The B1 rating continues to reflect FelCor's geographically diverse
portfolio of all-suite and upper-upscale hotels, its relationships
with strong hotel operators, such as Marriott, Hilton and
InterContinental, and its limited development exposure.  Moody's
also believes that FelCor's all-suite brands, such as Embassy
Suites and Doubletree, are likely to perform better in the current
downturn relative to some of their more upscale peers.

The negative rating outlook reflects the high likelihood, in
Moody's view, of additional deterioration in the lodging
environment and, as a result, a further weakening of FelCor's
credit metrics.

The rating outlook would likely return to stable if fixed charge
is sustained over 1.6X over several quarters and net debt/EBITDA
is below 6X over the same period.  In addition, consistent,
adequate liquidity will be needed for a stable outlook.

Further negative rating actions could be precipitated by any
liquidity challenges, covenant breaches or deterioration in fixed
charge coverage to below 1.4X and increase in leverage to over 7X,
measured as net debt/EBITDA.

These ratings were downgraded, with a negative outlook:

  * FelCor Lodging Trust, Inc. -- corporate family rating to B1,
    from Ba3, preferred stock to B3, from B2, preferred stock
    shelf to (P)B3, from (P)B2.

  * FelCor Lodging Limited Partnership -- senior unsecured debt
    to B1, from Ba3, senior unsecured debt shelf to (P)B1, from
    (P)Ba3.

Moody's last rating action with respect to FelCor was on April 3,
2006, when Moody's upgraded the ratings of FelCor Lodging Trust
and FelCor Lodging Limited Partnership (senior debt at Ba3), with
a stable outlook.

FelCor Lodging Trust, Inc. [NYSE: FCH], headquartered in Irving,
Texas, USA, is a REIT that specializes in the ownership and
management of upper-upscale and all-suite hotels. FelCor's
portfolio encompasses 85 consolidated hotels and resorts located
in 23 states and Canada.  The REIT reported assets of
$2.6 billion and total shareholders equity of $0.9 billion as of
September 30, 2008.


FOOTHILLS PLAZA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Foothills Plaza IV LLC
        7208 East Cave Creek, Suite A
        Carefree, AZ 85377

Bankruptcy Case No.: 09-02482

Chapter 11 Petition Date: February 13, 2009

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Mark W. Roth, Esq.
                  mroth@polsinelli.com
                  Polsinelli Hughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562

Estimated Assets: $10 million to $50 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 Douglas A. Dragoo, manager of Apex
Property Solutions LLC.


FORTUNOFF HOLDINGS: Has Seven-Member Creditors Panel
----------------------------------------------------
Diana Adams, the U.S. Trustee, appointed seven members to the
official committee of unsecured creditors in Fortunoff Holdings
Inc.'s case.  The committee members are:

    1. Hanamint Corp.
       8010 Thorndike Road
       Greensboro, NC 27409
       ATTN: Willard C. Kennedy, President
       Telephone No. (338) 855-9141
       Fax No. (336) 544-2323

    2. Michael Werdiger, Inc.
       35 West 45th Street
       New York, New York 10036
       ATTN: Alan F. Kleinberg, Vice President
       Telephone No. (212) 869-5160
       Fax No. (212) 391-5741

    3. Agio International Co., Ltd.
       c/o Gold Associates
       271 Salem Street, Unit G
       Woburn, Massachusetts 018101-2004
       ATTN: Haley Lee, President
       Telephone No. (781) 938-8100
       Fax No. (781) 938-8120

    4. Disons Gems, Inc.
       415 Madison Avenue, Suite 800
       New York, New York 10017
       ATTN: Rahul H. Mehta
       Telephone No. (212) 921-4133
       Fax No. (212) 730-8265

    5. Lenox Group, Inc.
       545 Tilton Road
       Egg Harbor City, New Jersey 08215
       ATTN: Pam Logiovino, Director Wholesale Credit
       Telephone No. (609) 965-8360
       Fax No. (609) 965-2852

    6. Victorinox Swiss Army, Inc.
       7 Victoria Drive
       P.O. Box 1212
       Monroe, Ct 06468-1212
       ATTN: Marc Gold, Senior Vice President Finance
       Telephone No. (203) 944-2311
       Fax No. (203) 944-3646

    7. Croscill
       2102 Faye Street
       Durham, NC 27704
       ATTN: Daniel Frangis, Sr. Credit Manager
       Telephone No. (919) 956-6333
       Fax No. (919) 683-6360

Pursuant to Section 341(a) of the United States Bankruptcy Code, a
meeting of creditors has been scheduled for March 11, 2009 at 2:30
p.m., (prevailing Eastern Time) at the Office of the United States
Trustee, 80 Broad Street, Fourth Floor, New York, New York 10004.
A representative of Fortunoff will be present at the meeting of
creditors to be questioned by the Trustee and creditors.
Creditors are welcome to attend, but are not required to do so.
The meeting may be continued and concluded at a later date without
further notice.

                     About Fortunoff Holdings

New York-based Fortunoff Holdings LLC -- http://www.fortunoff.com/
-- started out as a family-owned business founded by Max and Clara
Fortunoff in 1922, until it merged with M. Fortunoff of Westbury,
L.L.C. and Source Financing Corporation in 2004. Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter. It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.
Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,
filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., at
Sidley Austin LLP, represents the Debtors in their restructuring
efforts. The Debtors proposed Zolfo Cooper LLC as their special
financial advisor and The Garden City Group Inc. as their claims
agent. When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.

This is the second bankruptcy filing by Fortunoff. In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


GASTAR EXPLORATION: S&P Downgrades Rating on Senior Notes to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the rating
on Gastar Exploration USA Inc.'s senior secured (second-lien)
notes to 'CC' from 'CCC' (two notches below the corporate credit
rating), based on a change in S&P's recovery rating on this debt
to a '6', which indicates S&P's expectation for negligible (0%-
10%) recovery in the event of a payment default.  The recovery
rating was changed from a '4', which indicates an average (30%-
50%) recovery expectation. The corporate credit rating remains
unchanged at 'CCC' and the outlook is developing.

"Our rating action and updated recovery analysis is based on S&P's
assumption that Gastar will obtain a $25 million first-lien term
loan, following the company's announcement that they are seeking
approval from the 12.75% senior noteholders (second-lien) to allow
such financing," said Standard & Poor's credit analyst Amy Eddy.

"Although this new credit facility will enhance near-term
liquidity, the company still faces significant refinancing risk,
limited cushion under its covenant, and thinning liquidity in
2009," she continued.

                           Ratings List

                   Gastar Exploration USA Inc.

       Corp. credit rating              CCC/Developing/--

                         Ratings Lowered

                                              To      From
                                              --      ----
         Senior secured (second-lien) notes   CC      CCC
         Recovery rating                      6       4


GENERAL MOTORS: Gov't Won't Name Car Czar to Oversee Automakers
---------------------------------------------------------------
Deborah Solomon at The Wall Street Journal reports that senior
Obama administration officials said that the government won't
appoint a "car czar" to help supervise the restructuring of the
auto industry, including General Motors Corp. and Chrysler LLC.

WSJ states that GM and Chrysler, as a condition of getting
government financial assistance, are required to submit extensive
restructuring plans and concession commitments form unions and
bondholders by February 17.  The plans, says WSJ, would have been
submitted to the car czar, but the administration has decided to
not appoint an individual to oversee the restructuring process.

Citing the officials, WSJ relates that the administration would
instead form an inter-agency task force to deal with the firms'
restructuring.  According to WSJ, U.S. Treasury Secretary Timothy
Geithner and National Economic Council chief Lawrence Summers will
oversee the task force.  Mr. Geithner, says the report, will
manage the $17.4 billion in federal loan agreements between the
automakers and the U.S. government.

According to WSJ, people familiar with the matter said that the
Treasury would appoint Ron Bloom, a special assistant to the
president of United Steelworkers union and a former investment
banker, as a senior adviser to help handle auto-related issues.

Citing people familiar with the matter, WSJ states that the
industry had waited for the appointment of the car czar, slowing
progress in restructuring talks between automakers, bondholders,
and the United Auto Workers union.  The sources said that the
various stakeholders haven't felt compelled to come to negotiate
without someone firmly in charge, according to the report.

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

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

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

                        *     *     *

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

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

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

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


GENERAL MOTORS: May Resume Negotiations With United Auto Workers
----------------------------------------------------------------
Sharon Terlep and John D. Stoll at The Wall Street Journal report
that General Motors Corp. would resume talks on changing an
existing labor contract, including a change in a health-care
trust.

As reported in the Troubled Company Reporter on Feb. 16, 2009,
Chrysler LLC and GM failed to reach an agreement with the union on
how to restructure a trust fund for retiree health care.  The
talks were slated to run through the weekend but broke off on
Friday.

The UAW, says WSJ, alleged that GM and Chrysler wanted to change
the terms of a health-care trust for retirees in a way that could
damage the viability of the trust.

According to WSJ, people familiar with the matter said that GM and
the union are ready to negotiate again. WSJ states that the talks
would continue until at least Tuesday, when GM must submit a
viability plan to the Treasury Department.

David Axelrod, an adviser to President Barack Obama, said on
Sunday that the negotiation's collapse shouldn't discourage the
parties from coming up with a solution for the auto industry, WSJ
relates.

                      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.


GOOD SAMARITAN: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Good Samaritan Hospice USA, Inc.
        402 E. Doctor Hicks Blvd.
        Florence, AL 35630

Bankruptcy Case No.: 09-80591

Chapter 11 Petition Date: February 16, 2009

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Stuart M. Maples, Esq.
                  smaples@maplesandray.com
                  Maples & Ray, PC
                  401 Holmes Ave., Suite H
                  Huntsville, Al 35801
                  Tel: (256) 489-9779
                  Fax: (256) 489-9720

Estimated Assets: $50 million to $100 million

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Palmetto GBA                   Medicare Payment  $5,000,000
Provider Reimbursement
(AG-330)
2300 Springdale Dr., Bldg.
One
Camden, SC 29020

Wachovia Bank                                    $249,000
Commercial Loan Services
PO Box 740502
Atlanta, GA 30374

American Express               Credit Card       $83,616
PO Box 6500448
Dallas, TX 75265

ProCare RX                     Trade Debt        $59,000

EHO Prescription Benefit       Trade Debt        $56,806
Program

Grove Medical                  Trade Debt        $56,332


Brewer Medical                 Trade Debt        $19,085

Global Medical                 Trade Debt        $8,071

YellowBook                     Trade Debt        $3,780

University of North Alabama                      $7,500

Carter Oil                     Trade Debt        $6,597

Cam-Lar Direct                 Trade Debt        $3,723

Patient Placement Systems      Trade Debt        $4,080

AT&T Advertising               Trade Debt        $2,940

Sound Advertising              Trade Debt        $2,161

A&E Medical                    Trade Debt        $2,077

NEC Financial                                    $2,011

Schofield Medical              Trade Debt        $1,917

GE Capital                                       $1,881

The petition was signed by Randy Gist, president.


GOVERNORS UNIVERSITY: Moody's Assigns Ratings on $10 Mil. Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned an A3 rating to Governors
State University's approximately $10 million of Certificates of
Participation (Capital Improvement Project) Series 2009.  Moody's
have also affirmed the A3 ratings on University's outstanding
debt.  The outlook is stable.

Use Of Proceeds: Proceeds from the Series 2009 COPs will be used
to finance deferred maintenance projects on campus and to pay
costs of issuance.

Legal Security: The Series 2009 COP's are secured by the Board of
Trustees of Governors State University's covenant to include in
its annual operating budget appropriation requests to the Illinois
General Assembly a request for funds sufficient to pay debt
service.  Further, the Board has covenanted to include in the
annual University budget an amount sufficient to cover the
installment payments (principal and interest) from any legally
available non-appropriated funds.  The COPs are payable from the
University's broad budget, and the obligation to pay can only be
terminated in the event that the University does not receive
sufficient State appropriations and does not have other legally
available funds.  The COPs mature in 2019.

In FY 2008, the Board approved a new mandatory University
Facilities Fee at an initial amount of $16 per credit hour to be
assessed to all students.  At the University's projected level of
credit hours for the current academic year (approximately
113,000), this fee is expected to generate at least $1.8 million
annually.  This initial fee is designed to support the debt
service payments on the 2008 and 2009 COPs, as well as a portion
of the debt service ($100,000 per year) on the University
Facilities System Revenue Bonds, Series 2007.

The University Facilities System Revenue Bonds, Series 2007 are
payable from and secured by a pledge of and lien on the net
revenues of the Facilities System and student tuition and fees
(subject to prior payment of operating and maintenance expenses of
the System).  The Facilities System includes the Student Center,
Recreation Center, all existing parking facilities, the
University's food service and vending facilities, and bookstore.
Net System Revenues include mandatory student fees of
approximately $1.5 million.  There is an additional bonds test and
a rate covenant of Net System Revenues and student tuition and
fees to be at least 2.0 times maximum annual debt service for the
outstanding bonds and the proposed additional bonds.  The bonds do
not have access to a debt service reserve fund.  In FY 2008, Net
System Revenues provided 34.3 times coverage of maximum annual
debt service.

Interest Rate Derivatives: None.

Strengths

* Stable market position as the only public university located in
  the south suburban area of Chicago, serving undergraduate
  students for the final two years of their bachelor's degree and
  graduate students at both the master's and doctoral level.  In
  fall 2008, Governors State University enrolled 3,153 full-time
  equivalent students and served 5,636 students on a headcount
  basis.

Enrollment growth moderated somewhat in fall 2008 (increase of
1.2%) as compared to the growth experienced in fall 2007 (increase
of 8.1%), largely because of a decline in graduate enrollment in
one particular program that is undergoing a management transition.
University management plans to continue growing enrollment,
particularly at the undergraduate level, over the near to medium
term.

* History of consistently positive operating performance, (2.9%
  three-year average operating surplus from FY 2006-2008, by
  Moody's calculation based on draft FY 2008 financials)
  providing solid peak debt service coverage averaging 2.1 times
  over a three-year period.

* Continued growth in unrestricted financial resources
  ($10.6 million according to draft FY 2008 financials as
  compared to negative financial resources earlier in the decade)
  expected to persist as the University is focused on growing
  revenue through tuition increases and enrollment growth,
  containing expenses, and budgeting for a moderate level of
  reserves.

                           Challenges

* Reliant on appropriations from the State of Illinois (rated
  Aa3/stable) for 48.1% of Moody's adjusted operating revenues
  according to draft FY 2008 financials.  The State is currently
  facing budgetary shortfalls given the current economic
  environment and has rescinded 2.5% of annual appropriations
  from four-year public higher education institutions in the
  State during the current fiscal year (FY 2009).  Further
  significant reductions in State support could have a materially
  adverse affect on GSU's operating performance and credit
  profile.

* Need to make significant capital investments in light of
  constrained State support for capital.

* Thin balance sheet cushion for outstanding debt and annual
  operations, with expendable financial resources covering pro-
  forma debt 0.4 times and operations 0.1 time.  Liquidity ratios
  are expected improve as future debt plans are limited and
  financial resources are expected to grow.

* More narrow market position, as GSU serves only juniors and
  seniors at the undergraduate level, leading to substantial
  dependency on transfer students from local community colleges
  and graduate students.

Market Position/Competitive Strategy: Unique And Stable Market
Position As The Only Public University In The South Suburbs Of
Chicago Serving A Non-Traditional Student Market

Moody's believes that Governors State University will continue to
maintain its stable market position as an important provider of
higher education in the south suburbs of Chicago.  The University
is located in University Park, Illinois, approximately 30 miles
south of Chicago.  It is the only public university in the south
suburban area and has a clear access mission to serve economically
disadvantaged, minority, and female students.  GSU has both
undergraduate and graduate programs, including a wide array of
master's programs and doctoral programs in physical therapy,
nursing practice, and occupational therapy.  GSU only serves
undergraduate students in the last two years of their bachelor's
degree, and largely enrolls students who have completed a two-year
associate's degree at a community college.  In addition, GSU is
one of only a few universities in the country that offers
bachelor's degree completion for students with a technical college
degree.

FTE enrollment has grown significantly over the past two years to
3,153 full-time equivalent students in fall 2008.  The majority of
the enrollment growth took place in fall 2007 (8.1% increase over
the prior year) with a more moderate growth pace (1.2%)
experienced in fall 2008.  This slowdown in growth was largely due
to a decline in graduate enrollment in one specific program that
is experiencing a management transition.  GSU believes it will be
able to capitalize on population growth in its surrounding area
(40% growth in Will County, rated Aa2, over the past decade), and
has a goal to grow enrollment going forward, particularly at the
undergraduate level.  Currently, undergraduate enrollment makes up
just under half of the total student body.

The University has articulation agreements with 23 local community
colleges and GSU's President is currently working to strengthen
these relationships in order to develop a direct pipeline from
community college to GSU.  In particular, GSU has developed a
dual-admissions program whereby students may apply to a local
community college and GSU at the same time and receive admission
to both institutions, aiming to create a more seamless transition
from community college to GSU.  While there are no other public
universities within the general vicinity, various for-profit
education providers have moved into the area to target a similar
demographic as GSU.  The competition is particularly felt at GSU's
off-campus centers, which are located in Naperville and Kankakee,
IL (about an hour away from the main campus).  Moody's believes
the key risk to the University's market position is sustaining a
competitive advantage versus for-profit and other non-traditional
institutions, primarily through tight relationships with community
colleges and a relatively low tuition level.

Operating Performance: Consistently Positive Operating Performance
With Heavy Reliance On State Support And Efforts To Diversify
Revenue Base

Moody's expects GSU to continue to generate healthy operating
surpluses as a result of rising student tuition and fees, cost
containment, and prudent fiscal management.  The University
achieved a three-year average operating surplus of 2.9% from FY
2005-2008 (based on draft FY 2008 financials) by Moody's
calculation, which includes a 4.5% pro-forma spend off of the
prior year's cash and investments.  For the current fiscal year
(FY 2009), GSU is tracking in line with its budget after making
certain expense reductions in response to the State's rescission
of 2.5% of the University's operating appropriation.

GSU is focused on diversifying its revenue base away from
dependence on the State, mainly through increasing tuition from
its historically low levels.  In fall 2008, GSU increased
undergraduate tuition per credit hour by 14% for incoming
freshman.  Similar or larger increases were made for graduate
tuition.  Management maintains that its tuition is still the
lowest out of the public universities in the State and that the
increases were meant to address the University's historically low
tuition rates.  In addition, the University increased various
fees, including the parking fee, and instituted a new mandatory
facilities fee (see Legal Security).  The University is planning
to continue to increase tuition and fees as needed going forward,
particularly to address shortfalls in State operating support.
The President is also focused on improving the University's annual
fundraising, mainly to support scholarships and further diversify
revenues.  Gift revenue in FY 2008 was $374,000.

The University is heavily reliant on State appropriations, with
State operating support comprising 48.1% of GSU's Moody's adjusted
revenue base in FY 2008 (according to draft FY 2008 financials and
including payments made on behalf of the university for employee
benefits).  GSU has recently fared relatively well in terms of
State operating appropriations, with moderate increases in FY
2007and 2008.  However, in FY 2009, despite a roughly 2.4%
increase in State support at the outset of the year, the State
subsequently rescinded 2.5% of appropriations from all four-year
public universities in the State.  It is unclear at this point
what the State funding environment will be like for higher
education in FY 2010, but given the State's fiscal challenges it
is likely that there will be some reduction in operating support
from current levels.  Moody's rates the State of Illinois Aa3 with
a stable outlook based on the State's large and diverse economic
base. Balanced against these strengths are credit challenges such
as narrow reserve and liquidity levels, reliance on non-recurring
measures to address structural budget gaps, a sizeable accumulated
pension fund deficit, a growing debt burden, and a current-year
budget shortfall.  Moody's notes that the State is currently
projecting a $2 billion budget shortfall for the current fiscal
year and has reported strained liquidity in its general fund,
which has resulted in delayed payment of the State's bills.
Moody's remains concerned about fiscal challenges at the State
level and the potential impact on University funding going
forward.  For more information, please see Moody's reports dated
April 22, 2008 and December 15, 2008 for the State of Illinois.

Balance Sheet Position: Growing Financial Resource Base Provides
Thin Cushion For Pro-Forma Debt And Operations

Moody's expects unrestricted financial resources to continue to
grow as a result of operating surpluses and conservative fiscal
management. In FY 2008, according to draft FY 2008 financials,
unrestricted financial resources were $10.6 million as compared to
-$4.7 million in FY 2002.  Expendable financial resources cover
pro-forma debt 0.4 times and operations 0.1 time.  Moody's note,
however, that financial resources are reduced by a significant
compensated absences liability ($5.6 million), and that available
unrestricted cash would be higher than this resource calculation.
The University does not recognize an OPEB liability on its balance
sheet, as the State is responsible for paying the costs associated
with post-retirement health and benefit programs.

The University's funds are invested with the State Treasurer in
predominately short-term fixed income securities.  The
Foundation's roughly $1 million endowment is more broadly
diversified, and has declined approximately 25% for the calendar
year ended 12/31/08.

While GSU does not have any near-term borrowing plans at this
time, it does have substantial capital needs that are currently
not being addressed because of a lack of State support for capital
projects.  Should the University decide to borrow to finance these
projects, Moody's would assess any credit impact of the additional
debt at the time of issuance.

                             Outlook

The stable outlook reflects Moody's expectation that GSU will
maintain its stable student market position and continue to
generate operating surpluses going forward.  The outlook also
incorporates Moody's belief that unrestricted financial resources
will continue to grow.

What Could Change the Rating - UP

Consistent enrollment and revenue growth; growth in financial
resources through surpluses to provide a better cushion for debt
and operations; increasing revenue diversification.

What Could Change the Rating - DOWN

Enrollment declines or declining financial resources; sustained
operating losses; significant borrowing beyond current
expectations; downgrade of State of Illinois' General Obligation
rating.

Key Indicators (Fall 2008 enrollment data and FY2008 draft
financial data):

  -- Total Full-Time Equivalent Enrollment: 3,153
  -- Total Financial Resources: $12.1 million
  -- Total pro-forma Direct Debt: $29.7 million
  -- Expendable Financial Resources-to-Operations: 0.1x
  -- Expendable Financial Resources-to-Pro-Forma Debt: 0.4x
  -- Average three-year operating margin: 2.9%
  -- Reliance on State Appropriations for Operations (including
  -- Payments made on behalf of the University): 48.1%
  -- State of Illinois Rating: Aa3, Stable

Rated Debt:

  -- University Facilities System Revenue Bonds, Series 2007:
     A3/insured by CIFG whose current financial strength rating
     is Ba3 with a developing outlook

  -- Certificates of Participation, Series 2008: A3/insured by
     Assured Guaranty whose current financial strength rating is
     Aa2 with a stable outlook

  -- Certificates of Participation, Series 2009: A3

The last rating action was on May 19, 2008 when the ratings and
outlook of Governors State University were affirmed.


GREEN BUILDERS: December 31 Balance Sheet Upside-Down by $1.5MM
---------------------------------------------------------------
Green Builders Inc. disclosed in a regulatory filing its financial
results for three months ended Dec. 31, 2008.  At Dec. 31, 2008,
the company's balance sheet showed total assets of $43,427,463 and
total liabilities of $44,903,825, resulting in a stockholders'
deficit of $1,476,362.

For three months ended Dec. 31, 2008, the company posted a net
loss of $1,661,103 compared with net loss of $2,357,138 for the
same period in the previous year.

                  Liquidity and Capital Resources

The Company's growth will require substantial amounts of cash for
earnest money deposits, development costs, interest payments and
homebuilding costs.  Until the Company begins to sell an adequate
number of lots and homes to cover its monthly operating expenses,
sales and marketing, general and administrative costs will deplete
cash.  Due to current market conditions and slow home and land
sales, the Company will need to obtain additional capital.  In
addition the Company is seeking additional capital to support
future growth and current operations for the next twelve months.

On Dec. 31, 2008, the Company had approximately $2.2 million in
cash and cash equivalents.

                        Going Concern Doubt

The Company has experienced significant losses and expects to
continue to generate negative cash flows from operations.  This
raises substantial doubt about its ability to continue as a going
concern.  The Company's ability to continue as a going concern
will depend upon its ability to restructure its existing debt and
obtain additional capital.  Failure to restructure and obtain
additional capital would result in a depletion of its available
funds.

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

                http://ResearchArchives.com/t/s?3986

                     About Green Builders Inc.

Headquartered in Austin, Texas, Green Builders Inc. (AMEX:GBH) --
http://www.greenbuildersinc.com/-- fka Wilson Holdings Inc., is a
real estate development and homebuilding company.  The company is
focused on the acquisition of undeveloped land.  It commenced its
homebuilding operations in June 2007 with the purchase of Green
Builders Inc.  The company was engaged in the sale of developed
lots to homebuilders, including national homebuilders.


H & H CHOICE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: H & H Choice, LLC
        201 S. College St., Ste. 2020
        Charlotte, NC 28244

Bankruptcy Case No.: 09-10157

Debtor-affiliate filing separate Chapter 11 petitions on
Nov. 14, 2008:

        Entity                                     Case No.
        ------                                     --------
Versant Properties LLC                             08-10930

Type of Business: The Debtor is a real estate firm.

Chapter 11 Petition Date: February 13, 2009

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: R. Keith Johnson, Esq.
                  rkjpa@bellsouth.net
                  R. Keith Johnson, P.A.
                  1275 South Hwy 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wachovia Bank                  collateral FMV:   $23,245,752
c/o J. William Porter          $23,000,000
Parker Poe Adams & Bernstein
Three Wachovia Center
401 South Tryon Street
Suite 3000
Charlotte, NC 28202

Richie Family Partnership                        $5,000,000
Attn: Robert L. Richey
2118 Sarah Marks Avenue
Charlotte, NC 28203

Civil Design Concepts P.A.                       $156,123
PO Box 5432
Asheville, NC 28813

Soil Reinforcement Design Inc.
437 Creekstone Ridge
Woodstock, GA 30188

The petition was signed by Carey Harrison, member manager.


HC INNOVATIONS: Board Appoints R. DeLater & K. Lame as Members
--------------------------------------------------------------
On February 4, 2009, the Board of Directors of HC Innovations,
Inc., appointed Richard E. DeLater and Kenneth D. Lame as members
of the Board.  The Board simultaneously accepted the resignation
of Dr. David Chess, the Company's founder and Chief Medical
Officer, from his position as Chairman of the Board, and appointed
Mr. Lame as the new Chairman of the Board, and Dr. Chess as Vice-
Chairman of the Board.

Richard E. DeLater, age 58, is the founder of DeLater & Company.
Since founding DeLater in 1994, Mr. DeLater has served as its
Principal in Charge, directing its real estate development, asset
management, and various investment and brokerage services.  Mr.
DeLater has overseen capital investment into several private and
public companies, including the acquisition in 1998 of the Florida
assets of Danis Properties Company, Inc., that formerly managed
$125 million in real property assets.  The Danis acquisition led
to the formation of Welwyn Management Company, a property
investment and operations management company which currently
oversees the DeLater portfolio of investments.  Mr. DeLater
received a Business Administration Bachelor's Degree in Economics
from Miami University in 1974.

Kenneth D. Lame, age 67, has been, from 1997 to present, an
Investment Partner for Pacific Aerie Holdings, LLC, and the
Managing Partner for Lame Investments.  From 1997 until October,
2008, Mr. Lame was a Managing Partner and Chairman of the Board
for HealthCare Insight, LLC, a healthcare fraud detection company
he founded in 1997.

There are no familiar relationships among the various members of
the Company's Board.

                      About HC Innovations

Headquartered in Shelton, Conn., HC Innovations Inc. (OTC BB:
HCNV) -- http://www.hcinnovationsinc.com/-- is the holding
company for Enhanced Care Initiatives (ECI), which provides
complex care management services for medically unstable, complex
patients.  These services are performed through a program of 24/7
clinical support and intensive interventions based on care plans
guided by a proprietary electronic health record (EHR) system.
The company targets its offering to HMOs, other risk-bearing
managed care organizations, state Medicaid departments, and as an
on-site subcontractor for disease management companies.

                       Going Concern Doubt

As reported in the Troubled company Reporter on April 29, 2008,
Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., expressed
substantial doubt about HC Innovations Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm pointed to the company's negative working
capital, net losses for the two years then ended, and accumulated
deficit.

The company sustained consolidated net losses for the nine-month
periods ended September 30, 2008 and 2007 of $10,530,240 and
$6,535,231, respectively.  At September 30, 2008, the company had
a working capital deficiency of approximately $10.9 million, and
accumulated deficits of approximately $26.5 million and
$16 million at September 30, 2008 and December 31, 2007.

As of September 30, 2008, the company's balance sheet showed total
assets of $6,637,596 and total liabilities of $14,427,493,
resulting in total stockholders' deficit of $7,789,897.


IMPERIAL BUSINESS: Inks Amendment to Sale; Purchase Price Reduced
-----------------------------------------------------------------
Imperial Business Park, L.P., served notice to the U.S. Bankruptcy
Court for the Western District of Pennsylvania that on Feb. 5,
2009, it reached an agreement with Ashford/Imperial Associates,
L.P., pursuant to which they will reduce the purchase price of
real estate covered by their asset purchase agreement from
$9,225,000 to $9,025,000.

As reported in the Troubled Company Reporter on Jan. 29, 2009, the
Court approved on Jan. 6, 2009, amended bidding procedures and
overbid protections in connection with the proposed sale of
certain real estate and personal property assets relating to its
real property located in North Fayette Township, in Pennsylvania
to Ashford/Imperial Associates, L.P.

The new deadline for the submission of bids is April 8, 2009.
Deadline for objections to approval of the sale is April 3, 2009.

The hearing date for approval of the sale and auction is scheduled
for April 10, 2009, at 1:00 p.m. at the U.S. Bankruptcy Court,
54th Floor, U.S.X. Tower Pittsburgh, PA 15219.

                    About Imperial Business

Oakdale, Pennsylvania-based Imperial Business Park, L.P. --
http://www.imperialbusinesspark.net/-- owns an industrial and
business park.  The company filed for Chapter 11 protection on
Oct. 2, 2008 (Bankr. W. D. Pa. Case No. 08-26580).  David K.
Rudov, Esq., at Rudov & Stein, represents the Debtor as counsel.
Robert S. Bernstein, Esq., and Scott S. Schuster, Esq., at
Bernstein Law Firm, P.C., represent the Offical Committee of
Unsecured Creditors as counsel.  The company listed assets of
$16,064,823 and debts of $18,078,619.


INCENTRA SOLUTIONS: Wants Asset Sale Bidding Procedures Approved
----------------------------------------------------------------
Incentra Solutions Inc. and its affiliated debtors ask the Hon.
Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware to approve proposed bidding procedures for
the sale of substantially all of their assets, subject to
competitive bidding and auction.

The Debtors name Laurus Master Fund Ltd. as the designated
stalking-horse bidder for all of their assets.  Laurus Master owns
6.9% of the common stock of Incentra Solutions.  In addition,
Laurus Master holds warrants and options excercisable at a nominal
that would result in Laurus Masters' owing an additional 18.7% of
the common stock of Incentra Solutions, if exercised.

The Debtors propose that each bid for their assets must be
accompanied by a good faith deposit in an amount equal to 10% of
the purchase price.

Bruce Grohsgal, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said that the Debtors must obtain court
approval of the sale by March 30, 2009, and closed by April 10,
2009, as required in the postpetition financing.  The Debtors were
allowed to access, on the interim, as much as $4.3 million in
financing from Valens Offshore SPV II Corp. and Valens U.S. SPV I
LLC, affiliates of Laurus Master.

Pagemill Partners LLC will assist the Debtors in selling their
assets to the highest bidder.

A hearing is set for Feb. 23, 2009, at 2:00 p.m., to consider
approval of the motion.  Objections, if any, are due Feb. 18,
2009, at 4:00 p.m.

A full-text copy of the Debtors' bidding procedures is available
for free at: http://ResearchArchives.com/t/s?3981

A full-text copy of the Debtors' asset purchase agreement is
available for free at: http://ResearchArchives.com/t/s?3982

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com-- provide information technology
services.  The company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, the listed $92,494,615 in total assets and $80,301,104
in total debts.


INTERNATIONAL COAL: S&P Puts 'B-' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on International Coal Group LLC, including its 'B-' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch placement reflects our heightened concerns
regarding ICG's ability to maintain compliance with its financial
covenants in the near term," said Standard & Poor's credit analyst
Sherwin Brandford.  Because of the combination of the sharp
decline in steam and metallurgical coal prices and coal shipment
deferrals by steel mills, operating results over the next few
quarters will likely not be sufficient to allow compliance with
the tightened covenants.  The current covenants require ICG to
maintain a leverage ratio below 4x and interest coverage above
3.5x through 2009.  S&P expects the company will have difficulty
meeting these covenants in the near term, necessitating a waiver
and/or renegotiation of covenant levels with its lenders, which,
in S&P's view, could be more difficult in the current credit
environment.

In resolving S&P's CreditWatch, S&P will meet with the company and
discuss its near term operating and financial strategies in light
of the expected covenant compliance issues.


JANCOR COS: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
the Chapter 11 bankruptcy cases of Jancor Companies, Inc. and its
affiliates to liquidation proceedings under Chapter 7 of the
Bankruptcy Code on January 22, 2009.  A Chapter 7 trustee has been
appointed to administer the liquidation of Jancor's assets.

According to Jannock Properties Limited, a meeting of the
Chapter 7 trustee with Jancor's creditors is expected to take
place in March.

Jannock Properties sold all of its equity interest in Jancor in
2001 in return for participation rights relating to payments
received by Jancor's subordinated lender and to proceeds received
by shareholders from a sale of Jancor.

On Friday, Jannock Properties said its debt participation rights
are a contractual arrangement with Jancor's subordinated lender
and as a result Jannock Properties is not a creditor of Jancor.

Jannock Properties believes that the current economic downturn and
the closure of the Jancor operations means that it is highly
unlikely that proceeds from the Jancor assets will exceed Jancor's
senior debt.  Consequently, Jannock believes that there will not
be any value in either the debt participation rights or the equity
participation rights.

In 2008, Jannock Properties did not receive any amounts relating
to proceeds received by Jancor's subordinated lender (2007 -
$1,162,000).

Jannock said it will seek shareholder approval at an Annual and
Special Meeting expected to be held on May 14, 2009, for the
voluntary dissolution of the Corporation and delisting from the
TSX Venture Exchange.

Jannock is headquartered in Mississauga, Ontario.

Perrysburg, Ohio-based Jancor Companies, Inc., and its affiliates
make unsupported plastic film and sheet.  The company operates two
distinct businesses (i) Windows Business run by Kensington Windows
Inc. and Survivor Technologies Inc., which make custom-made vinyl
window and door products; and (ii) Extrusion Business run by
Heartland Building Products Inc., Infinite Building Products Inc.,
and Outdoor Technologies Inc., which produce custom-made vinyl
siding.

The companies filed for Chapter 11 bankruptcy protection on
Oct. 30, 2008 (Bankr. D. Delaware Case No. 08-12556).  Frederick
Brian Rosner, Esq., at Duane Morris LLP assists the companies in
their restructuring efforts.  Jancor also selected Dechert LLP and
Duane Morris LLP to render legal services and Morris Anderson &
Associates Ltd. to render restructuring services.  The Garden City
Group Inc. serves as the company's claims, noticing and balloting
agent.  Jancor listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.


JEVIC TRANSPORTATION: CIT Group Wants Cases Converted to Chap. 7
----------------------------------------------------------------
The CIT Group/Business Credit, Inc., as administrative agent under
the Debtor-in-Possession Credit Guaranty and Security Agreement,
asks the U.S. Bankruptcy Court for the District of Delaware to
convert Jevic Holding Corp., and its debtor-affiliates' jointly
administered cases to cases under Chapter 7 of the Bankruptcy
Code, or alternatively, dismiss the Debtors' cases.

On Dec. 18, 2008, the Court authorized the Debtors to enter into a
third amendment to the Senior DIP Credit Agreement dated May 22,
2008, and amended the Court's Final Order authorizing the Debtors
to obtain Senior DIP Financing.

Under the Third Amendment to the Senior DIP Agreement, the
termination date and the period during which the Debtors were
permitted to use Cash Collateral was extended through and
including Dec. 31, 2008.  The Carve-Out amount was also increased
from $1,745,000 to $1,915,000.

As reported in the Troubled Company Reporter on June 26, 2008, the
Court authorized the Debtors to obtain, on a final basis, up to
$60,000,000 in debtor-in-possession financing under a revolving
credit facility from a syndicate of banks led by The CIT
Group/Business Credit, Inc.

The CIT Group tells the Court that because of the expiration of
the termination date and the period during which the Debtors may
use Cash Collateral, the Senior DIP Credit Agreement has
terminated by its own terms, and the Debtors no longer have
funding sufficient to continue to operate as debtors-in-possession
in Chapter 11.

Moreover, The CIT Group informs the Court that because the Debtors
have no ongoing business operations and have liquidated their
assets, there is no good reason to keep these cases in Chapter 11.
The only purpose for the Debtors continued existence would be to
send out notice of a proof of claim bar date and to pursue
accounts receivable and other de minimis sources of revenue.  A
Chapter 7 trustee could serve these purposes at far less expense
and with greater efficiency.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

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

As reported in the Troubled Company Reporter on Jan. 3, 2009,
The company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.

At Sept. 30, 2008, the company had total assets of $28,934,350,
total liabilities of $36,188,467, and stockholders' deficit of
$7,254,117.


JEVIC TRANSPORTATION: Plan Filing Period Extended to February 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Jevic Transportation and its debtor-affiliates' exclusive periods
to:

  a) file a chapter 11 plan until Feb. 17, 2009; and

  b) solicit acceptances of than plan until April 18, 2009.

As reported in the Troubled Company Reporter on Dec. 4, 2008
Carla Main and Dawn McCarty of Bloomberg News reported that
Jevic Transportation Inc., asked the Court for the District of
Delaware to extend until March 17 its exclusive period to file a
Chapter 11 plan.

Bloomberg News said that the extension is needed to allow the
company to continue negotiations to secure funding to take them
through the plan process, according to court papers.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

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

As reported in the Troubled Company Reporter on Jan. 3, 2009,
The company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.

At Sept. 30, 2008, the company had total assets of $28,934,350,
total liabilities of $36,188,467, and stockholders' deficit of
$7,254,117.


LANDRY'S RESTAURANTS: Moody's Upgrades Corp. Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Landry's Restaurants Inc. to B2
from Caa1.  The rating outlook is stable.

The ratings upgrade reflects the company's improved liquidity as a
result of it successfully refinancing its capital structure and
eliminating the potential for material near-term debt maturities.

Ratings upgraded are;

  -- Corporate Family Rating to B2 from Caa1
  -- Probability of Default Rating to B2 from Caa1
  -- Speculative Grade Liquidity rating to SGL-3 from SGL-4

New ratings assigned are;

  -- $50 million senior secured revolving credit facility, due
     2011 at Ba2 (LGD 2, 15%)

  -- $165 million senior secured term loan, due 2011 at Ba2 (LDG
     2, 15%)

  -- $295 million senior secured notes, due 2011 at B3 (LGD 4,
     65%)

The rating outlook is stable.

Moody's will withdraw its ratings on Landry's $300 million senior
secured revolving credit facility due 2009 and $400 million 9.5%
senior unsecured notes due 2014 once these obligations have been
repaid and canceled.

Landry's B2 CFR reflects the company's relatively weak debt
protection measures for its rating, modest scale, and high
competitive pressures within the US restaurant industry.  The
ratings also incorporate the company's adequate liquidity and the
solid brand value of its various restaurant concepts
The stable outlook reflects Moody's view that debt protection
measures should improve over the intermediate term as the company
focuses on debt reduction and that liquidity should remain
adequate.  Moody's last rating action for Landry's occurred on
February 3, 2009 when Moody's changed the direction of Moody's
review to direction uncertain from review for possible downgrade.

Landry's Restaurants, Inc., with headquarters in Houston, Texas,
owns and operates mostly casual dining restaurants under the trade
names Landry's Seafood House, Chart House, The Crab House,
Saltgrass Steak House, and Rainforest Cafe.  Landry's also owns
and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada.  The company generates aprroximately $900 million of
annual revenue.


LEHMAN BROTHERS: Bankruptcy Results to Enbridge Write-Off
---------------------------------------------------------
Canada-based Enbridge Inc. reports that 2008 earnings of its
Energy Services division included a $5.7 million write-off as a
result of bankruptcies by SemGroup and Lehman Brothers.  According
to Enbridge, the full amount of all such receivables has been
provided for; however, some potential for partial recovery exists.

Enbridge has reported that fourth quarter 2008 adjusted earnings
increased 2% to $203 million, and earnings for the full year
increased 89% to $1.3 billion.

Enbridge Inc. provides energy transportation and distribution
services in North America and internationally.  As a transporter
of energy, Enbridge operates, in Canada and the United States, the
world's longest crude oil and liquids transportation system.  The
Company also has international operations and a growing
involvement in the natural gas transmission and midstream
businesses.  As a distributor of energy, Enbridge owns and
operates Canada's largest natural gas distribution company, and
provides distribution services in Ontario, Quebec, New Brunswick
and New York State.

                         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)

                      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)


LENOX GROUP: Selected As Member of Fortunoff Creditors Panel
------------------------------------------------------------
Diana Adams, the U.S. Trustee, appointed Lenox Group as one of the
seven members of the official committee of unsecured creditors in
Fortunoff Holdings Inc.'s case.  Lenox was in Fortunoff's list of
30 largest unsecured creditors, with a scheduled claim of $622,318
on account of trade debt.

The committee members are:

    1. Hanamint Corp.
       8010 Thorndike Road
       Greensboro, NC 27409
       ATTN: Willard C. Kennedy, President
       Telephone No. (338) 855-9141
       Fax No. (336) 544-2323

    2. Michael Werdiger, Inc.
       35 West 45th Street
       New York, New York 10036
       ATTN: Alan F. Kleinberg, Vice President
       Telephone No. (212) 869-5160
       Fax No. (212) 391-5741

    3. Agio International Co., Ltd.
       c/o Gold Associates
       271 Salem Street, Unit G
       Woburn, Massachusetts 018101-2004
       ATTN: Haley Lee, President
       Telephone No. (781) 938-8100
       Fax No. (781) 938-8120

    4. Disons Gems, Inc.
       415 Madison Avenue, Suite 800
       New York, New York 10017
       ATTN: Rahul H. Mehta
       Telephone No. (212) 921-4133
       Fax No. (212) 730-8265

    5. Lenox Group, Inc.
       545 Tilton Road
       Egg Harbor City, New Jersey 08215
       ATTN: Pam Logiovino, Director Wholesale Credit
       Telephone No. (609) 965-8360
       Fax No. (609) 965-2852

    6. Victorinox Swiss Army, Inc.
       7 Victoria Drive
       P.O. Box 1212
       Monroe, Ct 06468-1212
       ATTN: Marc Gold, Senior Vice President Finance
       Telephone No. (203) 944-2311
       Fax No. (203) 944-3646

    7. Croscill
       2102 Faye Street
       Durham, NC 27704
       ATTN: Daniel Frangis, Sr. Credit Manager
       Telephone No. (919) 956-6333
       Fax No. (919) 683-6360

Pursuant to Section 341(a) of the United States Bankruptcy Code, a
meeting of creditors has been scheduled for March 11, 2009 at 2:30
p.m., (prevailing Eastern Time) at the Office of the United States
Trustee, 80 Broad Street, Fourth Floor, New York, New York 10004.
A representative of Fortunoff will be present at the meeting of
creditors to be questioned by the Trustee and creditors.
Creditors are welcome to attend, but are not required to do so.
The meeting may be continued and concluded at a later date without
further notice.

                         About Lenox

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.


LIBBEY GLASS: Moody's Downgrades Corp. Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Libbey Glass Inc.'s debt
ratings, including its corporate family and probability of default
ratings to B3 from B2, and the rating on its second lien senior
secured notes to B3 from B2.  Libbey's SGL-3 speculative grade
liquidity rating was unchanged.  The ratings were placed on review
for possible further downgrade.

The downgrades reflect the company's weak operating performance
and credit metrics as a result of the challenging macroeconomic
environment, as well as Moody's expectation that weaker consumer
spending will likely continue to pressure results through at least
the first half of 2009.  The company's preliminary 2008 results
show that Libbey's credit metrics weakened significantly; with
Debt/EBITDA exceeding 7.0x and EBITA/IE well below 1.0x (both
ratios calculated using Moody's standard analytic adjustments).
Given the challenging economic environment, Moody's is concerned
that Libbey will find it difficult to materially improve these
metrics in 2009.

The SGL-3 rating reflects adequate liquidity, supported by the
expectation that planned cash flow improvement, moderate cash
balances, and availability under its asset-based revolver,
although declining, should be sufficient to fund internal needs
over the next twelve months.

The review for possible downgrade will focus on Libbey's ability
to stabilize earnings declines and improve cash flow through
recently announced initiatives in a very challenging economic
environment.  Moody's will pay particularly close attention to the
company's ability to maintain adequate liquidity over the longer-
term, especially in light of higher cash interest payments, as
interest on the PIK notes turns cash pay in June 2009, with the
first cash payment due in December 2009.

These ratings were downgraded and remain on review for possible
further downgrade:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- Second lien senior secured notes due 2012 to B3 from B2
     (LGD4, 55%).  The LGD assessment remains subject to change.

This rating was unchanged:

  -- Speculative Grade Liquidity Rating at SGL-3

Moody's previous rating action on Libbey Glass was on December 3,
2008, when the B2 corporate family rating was affirmed and outlook
changed to negative.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in North America, and one of the
largest manufacturers of glass tableware in the world.  Revenues
for the year ending December 31, 2008 were about $813 million.
The Company serves foodservice, retail, industrial, and business-
to-business customers in over 90 countries.  It is the operating
subsidiary of Libbey Inc.


LIGHTPATH TECH: Posted $2.7MM Net Loss in the Last Six Months
-------------------------------------------------------------
LightPath Technologies, Inc., disclosed in a regulatory filing its
financial results for the quarter ended Dec. 31, 2008.  At Dec.
31, 2008, the company's balance sheet showed total assets of
$5,919,051, total liabilities of $3,309,407 and stockholders'
equity of $2,609,644.

For three months ended Dec. 31, 2008, the company posted net loss
of $1,725,508 compared with net loss of $1,643,151 for the same
period in the previous year.

For six months ended Dec. 31, 2008, the company posted net loss of
$2,749,317 compared with net loss of $3,146,199 for the same
period in the previous year.

                  Liquidity and Capital Resources

During the second quarter of fiscal 2009 the company faced
financial challenges along with many in the industries it does
business with, as the worldwide economic instability continued to
create turbulence in the market.  The company is engaging in
efforts to keep costs under control, as it seeks renewed sales
growth.  On Feb. 9, 2009, the Company had a book cash balance of
approximately $453,000.

During the six months ending Dec. 31, 2008, the company used
approximately $2,087,000 of cash for operating activities.  At
Dec. 31, 2008, the company has a cash and cash equivalent balance
of approximately $524,000.

For the six months ended Dec. 31, 2008, cash decreased from
June 30, 2008 by approximately $2,507,000, excluding the proceeds
we received from the issuance of the Debentures in August 2008,
compared to a decrease of approximately $2,756,000, excluding the
private placement proceeds we received in July 2007, in the same
period of the prior fiscal year.  The use of cash in both periods
was primarily related to the operating expenses capital
expenditures and financing expenses of the periods.  Additionally,
the use of cash for the six month period ending Dec. 31, 2008,
included payments to vendors of which $1,149,000 were for invoices
over 60 days beyond vendor terms.

                        Going Concern Doubt

Cross, Fernandez and Riley, LLP in Orlando, Florida, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the period ended June 30, 2008 and 2007.  The auditor pointed
to the company's recurring operating losses during 2008 and 2007
of $5.5 million and $2.6 million and cash used in operations
during the six months ended December 2008 and 2007 of
$2.1 million and $2.3 million.

The company's continuation as a going concern is dependent on
attaining profitable operations through achieving revenue growth
targets.  The company has instituted a cost reduction program and
have reduced headcount in Orlando and Shanghai and costs for
medical insurance for its employees.  In addition, the company has
redesigned certain product lines, increased sales prices on
certain items, obtained more favorable material costs, and have
instituted more efficient management techniques.

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

               http://ResearchArchives.com/t/s?397e

                About LightPath Technologies, Inc.

Headquartered in Orlando, Florida, LightPath Technologies, Inc.
(NASDAQ:LPTH) -- http://www.lightpath.com/-- manufactures optical
components and assemblies, including precision molded glass
aspheric optics, precision molded infrared molded optics,
isolators, fiber-optic collimators, GRADIUM glass lenses and other
optical materials used to produce products that manipulate light.
The Company designs, develops, manufactures and distributes
optical components and assemblies utilizing optical manufacturing
processes. The Company's products are incorporated into a variety
of applications by its customers in industries, including defense
products, medical devices, laser aided industrial tools,
automotive safety applications, barcode scanners, optical data
storage, hybrid fiber coax datacom, telecom, machine vision and
sensors, among others.


LYONDELL CHEMICAL: Creditors Balk at Stay for Non-Debtor Parent
---------------------------------------------------------------
Lyondell Chemical Co. is asking the U.S. Bankruptcy Court for the
Southern District of New York to continue a temporary injunction
stopping anyone from suing the parent LyondellBasell Industries AF
SCA and European affiliates that aren't in bankruptcy.

Lyondell has commenced an adversary proceeding against Wilmington
Trust Company, Wachovia Bank, N.A., and 150 other parties to
extend the automatic stay under Section 362(a) of the Bankruptcy
Code to stop them from asserting claims or attempting to exercise
remedies against non-debtor holding company LyondellBasell
Industries AF S.C.A. or any LBIAF affiliates based on guaranty
issued by a non-debtor affiliate for alleged debts arising under
$1 billion in notes.  Wilmington Trust is the trustee under an
indenture providing for the $615,000,000 of 8-3/8% notes due in
2015 and EUR500,000,000 of 8-3/8% senior notes due in 2015 issued
by the LBIAF affiliate.

No shortage of creditors are opposing Lyondell's attempt at
stopping suits against the foreign non-filed affiliates,
Bloomberg's Bill Rochelle reported.  According to the report,
should Lyondell succeed, the non-bankrupt affiliates will have
many benefits of Chapter 11 without actually being in bankruptcy.

Mr. Rochelle notes that Lyondell, in its papers asking for the
injunction, didn't explain how or when creditors would be free to
assert their claims against the foreign and non-bankrupt companies
that guaranteed debt.

According to Bloomberg, Wilmington Trust, the indenture trustee
for the noteholders, argues that Lyondell is asking the bankruptcy
judge to impose an injunction over creditors not within the
court's jurisdiction.  It points out, as did other objecting
creditors, that the Lyondell companies made a decision not to put
the parent into its own bankruptcy.

As reported by the Troubled Company Reporter on February 11, 2009,
the United States Bankruptcy Court for the Southern District of
New York has entered a temporary restraining order against any
creditor of Lyondell Chemical or its co-debtor affiliates and
subsidiaries from proceeding against LBIAF.

The temporary injunction also restrains holders of record and
beneficial owners of the EUR500 million and $615 million 8-3/8%
Senior Notes due 2015 issued by LBIAF from, among other things,
taking any action to accelerate the maturity of such notes.

Lyondell Chemical's filing for Chapter 11 automatically stayed
lawsuits against the Debtors.  However, LyondellBasell Industries
and its certain European affiliates have not filed for Chapter 11.

                      Involuntary Insolvency

In its request for injunction, Lyondell Chemical told the Court
that allowing the noteholders to accelerate all amounts
outstanding under the notes, could precipitate an involuntary
insolvency proceeding against LBIAF, which in turn will cause a
default under its debtor-in-possession financing.

Pursuant to an indenture, dated as of August 10, 2005, Nell AF
S.A.R.L., the predecessor in interest to LBIAF, issued
$615,000,000 and EUR500,000,000 of 8-3/8% senior notes due 2015.
The 2015 Notes are guaranteed on a senior subordinated basis by
certain of LBIAF's subsidiaries.  A preliminary injunction is
necessary to stay the indenture trustee for the 2015 Notes and all
holders of record and beneficial holders of such notes, and all
persons or entities acting in concert with any of them, from
taking action against LBIAF or its non-debtor affiliate guarantors
with respect to the 2015 Notes, asserts David Peterson, Esq., at
Susman Godfrey L.L.P., in Houston, Texas.

Mr. Peterson explains that the Debtors' bankruptcy filing
triggered an event of default under the 2015 Indenture; upon an
event of default, the indenture trustee or the holders of 25% or
more of the 2015 Notes have the right to declare all principal and
accrued interest to be due and payable and the trustee may
exercise or direct the exercise of certain remedies against LBIAF.
Under the terms of the 2015 Indenture and pursuant to an
intercreditor agreement with the Debtors' senior creditors and the
2015 Noteholders, the 2015 Noteholders are subject to certain
limitations on payment, and enforcing their rights against the
2015 Guarantors, although not against LBIAF.

Upon notification of a default under the 2015 Notes, the 2015
Noteholders and indenture trustee may only take enforcement action
in respect of the guarantees after the passage of a period of time
(179 days) or the occurrence of certain events.

According to a January 15, 2009 article in Debt Service Wire,
certain holders of the 2015 Notes also hold credit default swaps
as a hedge on the 2015 Notes and are allegedly attempting to
gather holders of 25% in amount of the 2015 Notes and accelerate
the 2015 Notes in order to trigger a payout under the 2015 CDS.

Mr. Peterson explains that acceleration of the 2015 Notes may
force LBIAF to commence a restructuring proceeding.  Additionally,
it is possible that due to an acceleration of the 2015 Notes,
certain holders of the 2015 Notes could attempt to commence an
involuntary bankruptcy proceeding against LBIAF in Luxembourg, the
Netherlands or elsewhere.  He avers that a filing by or against
LBIAF would be disastrous to the Debtors' reorganization efforts
because, among other reasons, the commencement of an involuntary
insolvency proceeding against LBIAF would constitute a default
under both the Debtors' postpetition financing facility and the
Debtors' forbearance agreements with their prepetition senior
secured and bridge lenders.

"In short, allowing the 2015 Noteholders to take any act to
accelerate the maturity of or otherwise enforce any rights in
respect of the 2015 Notes could imperil the Debtors' chances of
successfully reorganizing and thus irreparably harm the Debtors at
a very early stage in the chapter 11 cases," Mr. Peterson
concludes.  "Accordingly, as a necessary measure that would serve
the best interests of the Debtors' estates and creditors, the
Court should enjoin the exercise of contractual or legal remedies
against LBIAF or its non-debtor subsidiaries with respect to the
2015 Notes until confirmation of a plan of reorganization in these
cases."

                       Holders of 2015 Notes

The entities believed by the Debtors to be holders of record or
beneficial holders of the 2015 Notes are: Advantus Capital
Management Inc.; AEGON Asset Management NV (Netherlands); AEGON
USA Investment Management LLC; AllianceBernstein LP; American
Money Management Corp.; Amerisure Insurance; Analytic Investors
LLC; Banc of America Securities Ltd.; Barclays Fixed Income;
Barclays Global Investors; Bawag PSK Invest GmbH; BlackRock
Financial Management Inc.; Blue Cross Blue Shield of Michigan;
BlueMountain Capital Management; BNY Mellon Private Wealth; BOA
Securities Ltd.; California STRS; Clearstream Banking; City
National Bank; Cominvest Asset Management GmbH; Cr,dit Suisse
Asset Management Americas; CS Securities LLC; CS Securities
(Europe) Limited; CS Securities (Switzerland) LLC; DBAG London
Global; Delaware Investment Advisers; Deutsche Asset Management
(DeAM); Deutsche Bank Securities; Employers Insurance Co. of
Nevada Inc.; Eurizon Capital SGR SpA; Euroclear SA; F&C Asset
Management plc; Federated Investors Inc.; Fidelity Management &
Research Co.; Fifth Third Asset Management; Fort Washington
Investment Advisors Inc.; Fortis Investment Management SA
(Luxembourg); GE Asset Management; Goldman Sachs Asset Management
LP; Greenwich Street Advisors; Henderson Global Investors Limited;
HSBC Global Asset Management (UK) Limited; Hugheson Limited; ING
Investment Management LLC; Jones Heward Investment Counsel Inc.;
JP Morgan Clearing Corp.; The Lafayette Life Insurance Co.; Legg
Mason Partners Fund Advisor LLC; Liberty Mutual Insurance Co.;
Loomis, Sayles & Co., LP; M&G Investment Management Ltd.;
Mediolanum Asset Management Limited; Metzler Investment GmbH; MFC
Global Investment Management (US) LLC; The Midland Co.; Morgan
Stanley Investment Management Inc.; Mutual of America Capital
Management Corp.; Mutual of Omaha Insurance Co.; Nationwide
Insurance Co. (Office of Investments); New Jersey Division of
Investments; New York Life Investment Management LLC;
NOBO & Retail Accounts; Nomura Asset Management Co., Ltd.; Nomura
Corporate Research & Asset Management; Northern Trust Investments
NA; Ohio PERS; Ohio STRS; Pioneer Investment Management (Ireland)
Ltd.; Pioneer Investment Management Inc.; PPM America Inc.;
Provident Investment Counsel Inc.; Prudential Investment
Management-Fixed Income; Pyramis Global Advisors LLC; Sankaty
Advisors LLC; Standish Mellon Asset Management Co., LLC; State
Street Global Advisors (SSgA); Stichting Pensioenfonds ABP; Stone
Harbor Investment Partners LP; STW Fixed Income Management;
Teacher Retirement System of Texas; Teachers Advisors Inc.; UBS
AG; USAA Investment Management Co.; Wells Capital Management;
Western Asset Management Co. (WAMCO); White Mountains Advisors
LLC.

A copy of the temporary restraining order and other relevant
documents may be found at:

     http://chapter11.epiqsystems.com/lyondellbasellindustries

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MACDERMID INC: Weak Q4 Results Won't Affect Moody's 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service said MacDermid, Incorporated's B2
Corporate Family Rating is not impacted by the recent weak fourth
quarter of 2008 financial results, but could be reassessed should
the company generate negative free cash flow in 2009 or liquidity
were to deteriorate.

The last rating action for MacDermid was an affirmation of the
ratings under a revised debt structure on March 16, 2007.

MacDermid is a global manufacturer of a variety of chemicals and
technical services for a range of applications and markets
including; metal and plastic finishing, electronics, graphic arts,
and offshore drilling.  The company maintains its headquarters in
Denver, Colorado and operates facilities worldwide.


MAD CATZ: In Talks With Wachovia for Loan Covenant Relief
---------------------------------------------------------
Mad Catz Interactive, Inc., said its adjusted EBITDA as of
December 31, 2008, on a trailing four quarter basis fell below the
agreed level required by the Company's Credit Facility with
Wachovia Capital Finance Corporation.  Wachovia has agreed to
waive the covenant violation at December 31 and the Company is
working with Wachovia to amend the Credit Facility to establish
financial covenants that will apply to future periods and complete
the waiver.

Mad Catz on Friday announced financial results for the fiscal 2009
third quarter ended December 31.  Mad Catz reported net sales for
the fiscal third quarter ended December 31 of $40.8 million, a
19.0% increase from $34.3 million in the fiscal 2008 third
quarter.  The Company's gross profit for the quarter declined
16.7% to $10.5 million, from $12.7 million in the fiscal 2008
third quarter.  Gross profit margin for the third quarter of
fiscal 2009 decreased to 25.8% from a record 36.9% in the prior
year period.  Net loss for the quarter ended December 31 was
$26.9 million compared to net income of $3.3 million for the third
quarter of fiscal 2008.

Darren Richardson, President and Chief Executive Officer of Mad
Catz, stated, "Mad Catz' organic quarterly revenue growth in this
challenging consumer environment reflects solid demand for our
products, progress against our initiatives to diversify our
offerings and geographical presence, as well as the relative
strength of the video game industry.  Throughout the 2008 holiday
season, Mad Catz further strengthened its presence on the current
generation of consoles with net sales for these consoles in the
third quarter increasing approximately 57% from prior year levels.
These gains reflect the positive consumer response to our full
range of Rock Band accessories and portfolio of products for
Nintendo's Wii Fit.  In addition to the positive sales momentum of
core console videogame accessory offerings, the results reflect a
full quarter of revenue contributions related to our November 2007
acquisition of PC peripheral provider Saitek.

                    About Mad Catz Interactive

Based in San Diego, California, Mad Catz Interactive, Inc.
(AMEX/TSX: MCZ) -- http://www.madcatz.com,as well as
http://www.gameshark.com,http://www.airdrives.com,
http://www.saitek.comand http://www.joytech.net-- provides
peripherals for the interactive entertainment industry. Mad Catz
designs and markets accessories for video game systems and
publishes video game software, including the industry-leading
GameShark video game enhancements, under its Mad Catz, GameShark
and Joytech brands. Mad Catz also designs and markets mice,
keyboards, headsets, PC gaming controllers and other PC
peripherals through its Saitek brand, and develops, manufactures
and markets proprietary portable earphones under its AirDrives
brand. Mad Catz distributes its products through most of the
leading retailers offering interactive entertainment products and
has offices across Canada, Europe and Asia.


MCCLATCHY COMPANY: To Freeze Benefit Plans Effective March 31
-------------------------------------------------------------
On February 5, 2009, The McClatchy Company said it will freeze its
qualified defined benefit plans effective March 31, 2009.  On
February 4, 2009, the Compensation Committee of the Board of
Directors of The McClatchy Company approved amendments to each of
the non-qualified plans of the Company covering one or more named
executive officers -- NEO:

   (a) The McClatchy Company Supplemental Executive Retirement
       Plan; and

   (b) The supplemental retirement benefits for Gary Pruitt
       provided pursuant to the Amended and Restated Employment
       Agreement between the Company and Mr. Pruitt as CEO dated
       October 20, 2003, as amended on December 16, 2008.

The purpose of the amendments to the Plans is to freeze the future
accruals of supplemental retirement income under the Plans,
effective as of February 4, 2009, so that no additional benefits
will accrue after February 4, 2009.

A full-text copy of Amendment No. 1 to The McClatchy Company
Supplemental Executive Retirement Plan is available for free at:

              http://researcharchives.com/t/s?3988

A full-text copy of the Second Amendment to Mr. Pruitt's Amended
and Restated Employment Agreement is available for free at:

              http://researcharchives.com/t/s?3989

       Description of Plans Prior to the Freeze Amendment

* McClatchy SERP

Prior to the freeze amendment the McClatchy SERP operated in
tandem with The McClatchy Company Retirement Plan.  Under the
Pension Plan, benefits accrue at a rate of 1.3% of "average
monthly earnings" times years of benefit service up to a maximum
of 35 years.  For purposes of the Pension Plan, "average monthly
earnings" means the monthly base pay averaged over the five
consecutive calendar years that produces the highest average.

The Company maintained the McClatchy SERP in order to provide
post-retirement income commensurate with years of service to the
Company and taking into consideration the NEO's actual income
levels.  The Internal Revenue Code limits the maximum benefit that
may be paid under the Pension Plan, by subjecting annual earnings
that can be taken into account in the pension formula to a cap --
for 2009, $245,000 -- and by limiting the amount of benefit that
can be paid from the plan -- for 2009, an annuity at normal
retirement age cannot exceed $195,000.  The McClatchy SERP also
provided an enhanced pension formula.  Accordingly, the McClatchy
SERP benefits are determined without regard to the compensation
limit applicable to the Pension Plan and without regard to the
maximum annuity payout limit applicable to the Pension Plan.
Furthermore, the McClatchy SERP formula provides a benefit accrued
at normal retirement age equal to 1.5% of "enhanced average
monthly earnings" multiplied by years of McClatchy SERP
participation service, up to a maximum of 35 such years.  For
purposes of the McClatchy SERP, "enhanced average monthly
earnings" take into account both base salary and the annual
incentive compensation.  The monthly average is determined for the
36 consecutive months of Pension Plan participation that produces
the highest monthly average.  The overall McClatchy SERP benefit
is offset by the benefit accrued under the Pension Plan.

Pursuant to the Company's freeze of the McClatchy SERP, benefits
under the SERP will remain at the amount accrued as of
February 4, 2009.  This means that no NEO will receive a benefit
under the McClatchy SERP attributable to any increase in earnings
after February 4, 2009, or to service to the Company and its
affiliates after February 4, 2009.

* The CEO SERP

The CEO SERP provides that the CEO will receive the McClatchy SERP
benefits; however, his benefit accrues at a rate of 2% of enhanced
monthly average compensation, with a benefit service maximum of 30
years.  Under the CEO SERP, Mr. Pruitt would be entitled to
unreduced benefits at age 57, which is the earliest unreduced
retirement age under the CEO SERP.  On June 1 of each year, the
term of the agreement automatically extends for one year so that
effective on each June 1, the remaining term of employment is a
full three-year period.  The Board of Directors can elect to
terminate the automatic extension feature of the agreement;
however, that election would apply only to term extensions that
would become effective more than 60 days after notice.  Currently,
the term of the CEO Employment Agreement will expire on June 1,
2012.

Notwithstanding the terms of the CEO Employment Agreement and the
rights Mr. Pruitt has under the CEO Employment Agreement to
benefits provided by the CEO SERP through June 1, 2012, Mr. Pruitt
has requested, and the Compensation Committee has agreed, that
benefits under the CEO SERP will be frozen and will remain at the
amount accrued as of February 4, 2009.  This means that Mr. Pruitt
will not receive a benefit under the CEO SERP attributable to any
increase in earnings after February 4, 2009 or to service to the
Company and its affiliates after February 4, 2009, notwithstanding
the terms of the CEO Employment Agreement.

    Adoption of The McClatchy Company Benefit Restoration Plan
         and The McClatchy Company Bonus Recognition Plan

On February 4, 2009, the Compensation Committee approved the
adoption of two new executive supplemental retirement plans to
provide benefits at significantly reduced levels compared to the
McClatchy SERP:

   (1) The McClatchy Company Benefit Restoration Plan; and
   (2) The McClatchy Company Bonus Recognition Plan.

Mr. Pruitt will participate in each of the two new executive
supplemental retirement plans.  Mr. Pruitt will not receive a
benefit replacing the CEO SERP.

   -- The McClatchy Company Benefit Restoration Plan

An employee of the Company and its affiliates whose compensation
in any calendar year exceeds the applicable limit of annual
earnings that can be taken into account in a pension formula --
for 2009, $245,000 -- automatically becomes a participant in The
McClatchy Company Benefit Restoration Plan.  Each NEO would be
eligible to participate in the Benefit Restoration Plan.  A full-
text copy of the Benefit Restoration Plan is available for free
at: http://researcharchives.com/t/s?398a

The plan provides that, for each calendar year for which the
Company makes a matching contribution to salaried employees under
The McClatchy Company Deferred Compensation and Investment Plan
generally, the Company will make a matching contribution under the
Benefit Restoration Plan to each participant who remains employed
by the Company or its affiliates on the last day of such calendar
year or who terminated employment during the calendar year on
account of retirement on or after age 55, death or disability.
The matching contribution under the Benefit Restoration Plan will
equal the rate of any matching contribution applied under the
401(k) Plan for such calendar year multiplied by the participant's
base salary for the calendar year, minus the maximum matching
contribution allocable to the participant under the 401(k) Plan
for the calendar year. On February 5, 2009, the Company announced
that it will temporarily suspend the matching contribution to its
401(k) plans effective March 31, 2009.  So long as there is no
matching contribution for employees under the 401(k) Plan, there
is no matching contribution made for any participant under the
Benefit Restoration Plan.

In addition, the plan provides that for each year for which the
Company makes a profit sharing contribution to salaried employees
under the 401(k) Plan generally, the Company may make a
supplemental contribution under the Benefit Restoration Plan to
each participant who remains employed by the Company or its
affiliates on the last day of such calendar year or who terminated
employment during the calendar year on account of retirement on or
after age 55, death or disability.  The supplemental contribution
under the Benefit Restoration Plan will equal the supplemental
contribution percentage applied under the 401(k) Plan for such
year, if any, multiplied by the participant's base salary for the
calendar year, minus the maximum profit sharing contribution
allocable to the participant under the 401(k) Plan for the
calendar year.  If there is no supplemental contribution made for
employees under the 401(k) Plan, there is no supplemental
contribution made for any participant under the Benefit
Restoration Plan.

Any Company contributions under the Benefit Restoration Plan will
be credited to a participant's bookkeeping account, which account
will be adjusted to reflect increases or decreases based on the
allocation of the account in one or more investment indexes
selected by the Plan Administrator.  A participant's benefits
under the Benefit Restoration Plan vest under a three-year vesting
schedule.  Except in the case of termination of employment due to
a participant's death, a participant's vested benefits under the
plan will be distributed in three equal annual installments
commencing in January of the calendar year following his or her
termination date or, if later, as of the first day of the seventh
month following his or her termination date.  In the case of a
termination of employment due to a participant's death, the full
amount of the participant's account will be paid to the
participant's beneficiary in a single lump sum.

   -- The McClatchy Company Bonus Recognition Plan

The McClatchy Company Bonus Recognition Plan contains provisions
that are identical to the Benefit Restoration Plan except that
participation in the Bonus Recognition Plan is limited to those
executives of the Company and its affiliates who are designated
from time to time to participate in the plan.  In addition, the
rate of Company matching contributions and supplemental
contributions, if any, will be applied to a participant's annual
incentive payment.  As with the Benefit Restoration Plan, if there
are no matching contributions or supplement contributions under
the 401(k) Plan, there are no matching or supplemental
contributions under the Bonus Recognition Plan.  Each NEO would be
eligible to participate in the Bonus Recognition Plan.  A full-
text copy of the Bonus Recognition Plan is available for free at:

               http://researcharchives.com/t/s?398b

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Moody's Investors Service downgraded The McClatchy Company's
Corporate Family and Probability of Default ratings to B2 from
Ba3, the ratings on the senior unsecured notes to Caa1 from B1,
and the rating on the guaranteed bank facility to Ba2 from Ba1.
The rating outlook is negative.  The downgrade reflects Moody's
expectation that ongoing significant declines in advertising
revenue will continue to pressure EBITDA -- leading to an increase
in leverage and heightened risk of a credit facility covenant
violation.  Moody's anticipates McClatchy's free cash flow
generation and the modest bank leverage will allow the company to
obtain an amendment if necessary, but an increase in the interest
rate spread and tighter non-financial covenants are likely to
result, which would reduce financial flexibility.

The TCR reported on Feb. 10, 2009, that Fitch Ratings downgraded
the Issuer Default Rating and outstanding debt ratings of The
McClatchy Company:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by the action.

As of Sept. 28, 2008, the company's balance sheet showed total
assets of $3.6 billion, total liabilities of $2.9 billion, and
total stockholders' equity of $375.9 million.


MCT INC: Signs Separation Agreement With Roger Gower
----------------------------------------------------
On February 4, 2009, MCT Inc. entered into a Separation Agreement
with Roger E. Gower, the Company's former Chief Executive Officer
in which the Company agreed, pursuant to Mr. Gower's Employment
Agreement, to pay him severance pay of $280,000 in equal bi-weekly
installments over 18 months beginning September 11, 2009.

Based in St. Paul, Minnesota, Micro Component Technology Inc.
(OTC BB: MCTI) -- http://www.mct.com/-- is a smanufacturer of
test handling and automation solutions satisfying the complete
range of handling requirements of the global semiconductor
industry.

On Nov. 26, 2008, the name of the company was changed from Micro
Component Technology, Inc. to MCT, Inc. by an amendment to the
company's Articles of Incorporation.

                       Going Concern Doubt

Olsen, Thielen & Co. Ltd., in St. Paul, Minnesota, expressed
substantial doubt about Micro Component Technology Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing frim reported that the company has
suffered recurring losses from operations and has a stockholders'
deficit.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $6.655 million and total liabilities of
$13.401 million, resulting in a stockholders' deficit of about
$6.75 million.

For three months ended Sept. 27, 2008, the company posted net loss
of $2.2 million compared with net loss of $390,000 in the same
period in the previous year.  For nine months ended
Sept. 27, 2008, the company posted net loss of $4.0 million
compared with net loss of $829,000 for the same period in the
previous year.


MERCER INTERNATIONAL: S&P Downgrades Corporate Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Mercer International Inc.  The corporate credit rating
was lowered to 'B-' from 'B'.  At the same time, S&P placed all
ratings on CreditWatch with negative implications.

"The downgrade and CreditWatch listing reflect weaker-than-
expected financial results and liquidity for the fourth quarter
2008, and S&P's expectation that challenging market conditions
could reduce Mercer's liquidity further in the near-term," said
Standard & Poor's credit analyst Andy Sookram.  Although S&P
incorporate some fluctuation in financial results because of pulp
market volatility, S&P were expecting the company to maintain
liquidity above EUR75 million for the former ratings.  At
Dec. 31, 2008, liquidity declined to approximately EUR72 million
from EUR105 million at the end of the previous quarter because of
lower consumption and selling prices, as well as working capital
investments.

In resolving the CreditWatch listing, S&P will consider the
company's liquidity position in light of the continued weak
operating environment and its ability to obtain the project
financing for its Celgar facility in the current difficult credit
markets.


MIDLAND FOOD: Gets June 2 Extension of Exclusive Plan Period
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Midland Food Services LLC an extension until June 2, 2009, of its
exclusive period to file a Chapter 11 plan.

According to Bloomberg's Bill Rochelle, Midland says it's still
analyzing which stores to continue and which to close.

Bloomberg adds that Midland has recently submitted to the
bankruptcy court an operating report, disclosing net income of
$2.8 million for four weeks ended Dec. 22.

Independence, Ohio-based Midland Food Services, L.L.C. is a Pizza
Hut franchisee.  Midland Food filed for Chapter 11 bankruptcy
before the United States Bankruptcy Court for the District of
Delaware on August 6, 2008 (Bankr. D. Del. 08-11802).  Tara L.
Lattomus, Esq., at Eckert Seamans Cherin & Melot, L.L.C.,
represented the Debtor in their restructuring efforts.

The Debtor first filed for Chapter 11 in October 2000.  It emerged
from bankruptcy one year later on Aug. 7, 2001.


MIDWAY GAMES: Seeks to Use Lenders' Cash Collateral
---------------------------------------------------
Midway Games Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to use
cash collateral securing repayment of secured loan to Acquisition
Holdings Subsidiary LLC.

The Debtors tell the Court that they have an immediate need to
access and use cash collateral to preserve the value of their
business during the initial stages of these Chapter 11 cases.
Access to cash collateral, according to them, is necessary to
provide liquidity and avoid immediate harm to their estates and
creditors.

The Debtors provide a cash collateral budget which contains
projected expenditures during the period Feb. 12, 2009, until
May 10, 2009.

As adequate protection, the lender will receive (i) payment of
accrued and unpaid prepetition interest under the prepetition
facility as well as current postpetition interest under the
prepetition facility at the non-default rate of interest under a
certain loan and security agreement, and (ii) payment of out of
pocket expenses for reasonable professional fees and
disbursements.

However, Several holders of 7.125% senior convertible notes due
2026 and 6% senior convertible notes due 2025 -- including
Highbridge International LLC, Tennenbaum Capital Partenrs LLC,
Magnetar Financial LLC and Lanphier Cpital Inc. -- protest that
Acquisition Holdings is substantially oversecured and should not
receive anything more than replacement liens against the Debtors'
assets.

A full-text copy of the cash collateral budget is available for
free at: http://ResearchArchives.com/t/s?397c

                        About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on Feb. 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).  David
W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of
Sept. 30, 2008, showed $167,523,000 in total assets and
$281,033,000 in total debts.


MIDWAY GAMES: Receives Court Approval of First Day Motions
----------------------------------------------------------
Midway Games Inc. has received approval from the U.S. Bankruptcy
Court for the District of Delaware of its cash collateral and
other first day motions, which were submitted as part of its
February 12, 2009, voluntary filing for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

The bankruptcy filing includes Midway's U.S. operations, but does
not include the company's non-U.S.-operations, which will continue
business as normal.

In approving the motions, the court authorized Midway, among other
things, to utilize its cash to maintain ongoing operations pending
a final hearing; to continue salary and expense-reimbursement
payments and other benefits to employees; to honor and perform
obligations under its customer programs, such as price protection
and Market Development Funds (MDF) programs, regardless of whether
these obligations arose before or after the Chapter 11 filing; and
to pay certain pre-petition trade claims held by critical vendors.
Midway has received court approval to continue using its existing
cash-management system and its pre-petition bank accounts and
check stock.  In addition, the company is authorized under the
Bankruptcy Code to pay vendors and suppliers in the ordinary
course for post-petition goods and services.

"Approval of these motions is an important first step in this
planned and orderly reorganization, enabling Midway to continue to
operate as usual during this process," said Matt Booty, Chairman
and CEO.  "We remain confident in Midway's ability to use this
proven process to address our capital structure and explore our
strategic alternatives."

                       About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on Feb. 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).  David
W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of Sept. 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debts.


MIDWEST FAMILY: Moody's Cuts Ratings on Three Bonds to Low-B
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings assigned to
the Midwest Family Housing LLC Military Housing Taxable Revenue
Bonds (Navy Midwest Housing Privatization Project) Series 2006 A:
to Baa2 from Aaa on the Class I bonds; to Ba2 from Aa3 the rating
on the Class II bonds; to B1 from A3 the rating on the Class III
bonds; and to B2 from Baa2 the rating on the Class IV bonds
(collectively the Bonds).  The downgrades are due to the weak
performance of the project (which consists of 1,842 end state
military housing units at Navy Great Lakes in Illinois, Naval
Support Activity in Crane, Indiana and Navy Mid-South in
Millington, Tennessee (the Project)) supporting the Bonds and the
presence of a debt service reserve surety bond provided by CIFG
Assurance North America, Inc. on the Class I, Class II and Class
III Bonds.  CIFG is currently rated Ba3 with a Developing outlook.

The ratings remain under review for possible downgrade.

Challenges

  -- The Project's net operating income falls short of the
     original pro forma which has resulted in weaker than
     expected debt service coverage ratio numbers.

  -- Basic Allowance for Housing declined in 2007 and remained
     flat in 2008 which has resulted in depressed Project
     revenues.  This has been mitigated by a 5.19% BAH increase
     for FY 2009.

  --The debt service reserves for Class I, II and III are surety
     bond policies provided by CIFG which is rated Ba3 with an
     outlook of Developing.

Strengths

  -- Construction is currently on schedule and additional new
     units are coming online which is expected to increase
     Project revenues.

  -- The Project has shown growth in occupancy and is currently
     at 91.9%.

  -- Funds in the Construction Fund are available to pay debt
     service through the end of IDP.

Weakened Financials And Real Estate Fundamentals

Weakened financials and real estate fundamentals for the Project
along with the below investment grade rating of the provider of
the Project's debt service reserve surety bond are primary drivers
of the ratings downgrade.

The financial information received from the developer indicates
that the net operating income and capitalized interest were
insufficient to cover all project debt service and expenses in the
past two years.  To offset these losses, the Project's
Construction Fund was utilized to cover debt service shortfalls
both in FY2007 and FY2008.  The debt service coverage ratio for
FY2008 was 1.55x for Class I; 0.99x for Class II; 0.75x for Class
III; and 0.72x for Class IV, which include capitalized interest
but excludes a contribution from the Project's Construction Fund.
The Project experienced a 1.05% BAH reduction in 2007 and a slight
0.57% increase in 2008 which has contributed to the depressed
revenues for the Project.  Project revenues are anticipated to
increase in 2009 since the Project received a 5.19% increase in
BAH for 2009.  This may be offset, however, by the fact that once
IDP ends, capitalized interest will no longer be available and
principal bond payments will become due because the Bonds will
start to amortize.

In 2007, the scope of the Project proposed by the Department of
Navy and Midwest Family Housing, LLC, the developer, was revised.
The Navy offered further support to the Project by conveying an
additional 318 units in Tennessee (Navy Mid-South) the Project.
At that time, the additional units were seen as a positive factor
since the Project would benefit from the additional revenue
stream.  However, the increase revenue has not been realized due
to various reasons including the lack of increases in the BAH
levels until the current year and high Project vacancy levels.
The viability of future construction at the Project is also
contingent on the disposition of several parcels of land including
three parcels in Illinois and one in Puerto Rico.  Most of these
dispositions, which are expected to net approximately $90.4
million for the Project, have been delayed.  To date only one of
the sites, Glenview in Illinois, has been sold with a higher than
projected sales price of $23.3 million versus
$14.5 million which was originally assumed.

Another consideration in the ratings was the downgrade below
investment grade of CIFG, the surety bond provider for debt
service reserves for Class I, II, and III.  CIFG, which is
currently rating of Ba3, is rated below investment grade and as a
result does not support the prior rating levels on the Class I, II
and III Bonds.  In order to support a rating level of Aaa, Moody's
current Methodology requires that the surety bond provider have a
rating of no less than Aa3.

There is also continued uncertainty concerning the Project's
future performance as a result of limited timely detailed
information available on the Project's fundamentals from
management, which may continue to be a negative factor going
forward.  In the near term, Moody's will continue to request and
if provided, review updated pro formas for the Project on an
ongoing basis which may mitigate any further deterioration of the
ratings. If additional information is not received, further
downgrades may occur to reflect such uncertainty.

                        Mitigating Factors

The developer reports that the housing units are in the process of
being rehabilitated and constructed, in accordance with the
schedule, and as of February 2009, construction is on schedule.
IDP is anticipated to be completed in late 2009.

The occupancy levels at the three sites, which have fallen short
of original and revised pro forma projections have recently shown
steady growth and as of as of December 2008, was 93.7% for Navy
Great Lakes in Illinois; 94% for Naval Support Activity in Crane,
Indiana; and 88% for Navy Mid-South in Millington, Tennessee.

                 What Could Change The Rating Up

  -- Increases in the project revenue that result in higher debt
     service coverage levels over a period of several years.

  -- Replacement of the debt service reserve surety bond with
     cash or an appropriate rated surety provider or upgrade of
     CIFG.

                What Could Change The Rating Down

  -- A further downgrade of CIFG.

  -- Further declines in debt service coverage resulting from
     reductions in occupancy or increases in expenses.

  -- Uncertainty of future financial performance as a result of
     limited detailed information on the Project's fundamentals

Outlook

The rating on the Bonds remains under review for possible
downgrade due to the uncertainty of the Project's performance due
to limited financial information on the project.


MORTGAGE GUARANTY: Moody's Cuts Insurance Strength Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from A1 the
insurance financial strength ratings of Mortgage Guaranty
Insurance Corporation and MGIC Indemnity Corporation.  The review
of the insurance financial strength rating of MGIC Australia Pty
Limited (A2, under review for possible downgrade) will be
concluded shortly.  Moody's also downgraded the senior debt
ratings of the holding company, MGIC Investment Corp, to B2 from
Baa1.  The outlook for the ratings is developing.

The rating action concludes a review for possible downgrade that
was initiated on October 10, 2008, and reflects the significant
stress on the company's risk-adjusted capital position due to
Moody's higher mortgage loss expectations resulting from the weak
economic environment and continued deterioration in housing
fundamentals.  The downgrade also considers the continued pressure
on MGIC's profitability and the meaningful constraints on the
company's financial flexibility in the current market environment.
Moody's also believes that the business model of mortgage
insurance has deteriorated as losses have mounted and as the
future of the US mortgage finance market has been clouded by
weakness at Freddie Mac and Fannie Mae.

According to Moody's, MGIC's risk-adjusted capital adequacy
remains under significant pressure in light of large incurred
losses to date and rapidly escalating delinquency counts, as well
as the meaningful uncertainty regarding the ultimate severity and
duration of the current down cycle in housing fundamentals, and
the resulting impact on ultimate claims.  Moody's currently views
MGIC's capital adequacy as being consistent with a rating in the
Baa rating category.  However, the Ba2 rating also considers
Moody's view of the deterioration in the company's franchise
value, the likelihood of sustained losses for several years, and
substantially constrained access to capital.

Moody's notes that the large incurred losses sustained by MGIC
over the past year are placing meaningful capital strain on the
firm. New business volumes have dropped as the company conserves
capital.  In Moody's opinion, without additional capital
injections in the near term, it is possible that the company could
breach maximum statutory risk to capital guidelines over the next
twelve to eighteen months, which may impact the company's ability
to write new business in the absence of regulatory forbearance.

The rating agency stated that there is also increased uncertainty
regarding the future role of the mortgage insurers within the
framework of the evolving mortgage finance market.  Traditionally,
the mortgage insurers have held a defensible position of providing
credit enhancement on conforming high LTV loans for ultimate
purchase by Fannie Mae and Freddie Mac due to the statutory
requirement for credit enhancement on high LTV loans in the GSE
charters.  Recently, however, the penetration rates of the private
mortgage insurers have declined substantially due to the
tightening of underwriting guidelines in an effort to reduce risk
and preserve capital.  Given the more proactive role of the
Federal government in the mortgage finance market currently,
through the conservatorship of the GSEs and the increased
utilization of FHA for mortgage loan credit enhancement, as well
as the capacity constraints among the mortgage insurers, it is
possible that private mortgage insurance will play a less
prominent role in the mortgage finance market in the future,
adversely impacting Moody's assessment of the franchises of the
mortgage insurers.

The B2 rating for the holding company, MGIC Investment
Corporation, reflects its constrained financial flexibility, the
proximity of its bank credit facility to a potential covenant
breach, and the negative impact of a protracted downturn in the
mortgage finance market on its liquidity position.  Moody's notes
that the holding company's $300 million bank credit facility (of
which $200 million is currently outstanding) contains financial
covenants, including a maximum risk to capital ratio of 22:1, and
matures in March 2010.  While MGIC's consolidated risk to capital
ratio at 12/31/08 was approximately 16:1, increasing losses
combined with substantially limited capital access could result in
a breach of the risk to capital covenant.  While MGIC currently
has sufficient cash at the holding company to repay the credit
facility (which would avoid acceleration of the company's senior
notes), such payment would significantly weaken the remaining
liquidity at the holding company.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including the possibility of a greater than expected
level of claims recissions, the potential for various initiatives
being pursued at the US Federal level to mitigate the rising trend
of mortgage loan defaults, as well as the possibility that the
mortgage insurers gain access to government capital in a program
similar to the U.S. Treasury's Capital Assistance Program.
Moody's will continue to evaluate MGIC's ratings in the context of
the future performance of the company's insured portfolio relative
to expectations and resulting capital adequacy levels, as well as
changes, if any, to the company's strategic and capital management
plans.

                      List Of Rating Actions

These ratings have been downgraded, with a developing outlook:

* MGIC Investment Corporation -- senior unsecured debt to B2 from
  Baa1, junior subordinated debt to B3 from Baa2, provisional
  rating on senior unsecured debt to (P)B2 from (P)Baa1;

* Mortgage Guaranty Insurance Corp -- insurance financial
  strength to Ba2 from A1; and

* MGIC Indemnity Corporation -- insurance financial strength to
  Ba2 from A1.

The last rating action on Mortgage Guaranty Insurance Corporation
occurred on October 10, 2008, when the ratings were placed on
review for possible downgrade.

MGIC Investment Corporation, headquartered in Milwaukee,
Wisconsin, is the holding company for Mortgage Guaranty Insurance
Company, one of the largest U.S. mortgage insurers with
$227 billion of primary insurance in force at December 31, 2008.


MUZAK HOLDINGS: First Day Motions, Use of Cash Collateral Approved
------------------------------------------------------------------
Muzak Holdings LLC and certain of its subsidiaries won approval by
the United States Bankruptcy Court for the District of Delaware of
all "first day motions", that will allow for the continuation of
normal operations during Muzak's Chapter 11 financial
restructuring.

The Company said that the Court approved its agreement with its
lenders to access its over $20 million of cash on hand to operate
the business during the restructuring process.  In addition, the
Court authorized the Company to pay all outstanding employee
wages, health benefits and other employee obligations and to honor
any pre-petition amounts owed to its Independent Affiliates.  The
Court has also granted Muzak approval to honor all of its
outstanding client programs, including promotional programs.

"The Court's prompt approval of our first day motions is a
positive step forward for Muzak, setting the tone for us to move
quickly through the restructuring process while continuing to
operate our business and serve our clients without interruption,"
said Stephen P. Villa, Chief Executive Officer of Muzak. "We
intend to work closely with our creditors to implement strategies
that will right size our capital structure and enhance our
financial flexibility.  Muzak and all of our dedicated team
members remain focused on providing high quality music and
messaging products, innovative technologies and superior client
service. We are fully committed to making this financial
restructuring successful and positioning the Company for
sustainable profitability."

Muzak filed voluntary Chapter 11 petitions in the United States
Bankruptcy Court for the District of Delaware on February 10,
2009.  Additional information about Muzak's restructuring is
available at the Company's website,
http://www.muzak.com/restructuring/

For access to Court documents and other general information about
Chapter 11 cases, please visit
http://chapter11.epiqsystems.com/muzak.

               Muzak to Seal Customer, Employee Info

Muzak Holdings, according to Bloomberg's Bill Rochelle, filed a
motion asking to be allowed in its required lists of creditors not
to show the names of its customers, and delete information about
key employees.  Muzak says competitors would use the information
to poach customers and valued employees.

Muzak, the report adds, said it intends to use cash flow to
operate the business and doesn't need a loan.

                       About Muzak Holdings

Fort Mill, S.C.-based Muzak Holdings LLC -- http://www.muzak.com
-- creates a variety of music programming from a catalog of over
2.6 million songs and produces targeted custom in-store and on-
hold messaging.  Through its national service and support network,
Muzak designs and installs professional sound systems, digital
signage, drive-thru systems, commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  Kirkland
& Ellis LLP is serving as legal advisor and Moelis & Company is
serving as financial advisor to the Company.  Klehr Harrison
Harvey Branzburg & Ellers has been tapped as local counsel.  In
its bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million.


MUZAK HOLDINGS: Chapter 11 Filing Cues Moody's 'D' Rating
---------------------------------------------------------
Moody's Investors Service downgraded the probability-of-default
rating of Muzak Holdings, LLC's to D from Ca.  Moody's also
affirmed the Ca rating on the corporate family rating and
$220 million senior unsecured notes, and the C rating on the
$25 million senior discount notes and $115 million senior
subordinated notes.  The downgrade follows the company's
February 10, 2009 announcement that it voluntarily filed Chapter
11 to facilitate a restructuring of its debt obligations.

Subsequent to the actions, all ratings of Muzak will be withdrawn.

This rating was downgraded:

Muzak Holdings, LLC

  -- Probability-of-default rating to D from Ca.

These ratings were affirmed:

Muzak Holdings, LLC

  -- Corporate family rating at Ca;
  -- $25 million senior discount notes due 2010 at C (LGD6, 95%).

Muzak LLC

  -- $220 million guaranteed senior unsecured notes due 2009 at
     Ca (LGD3, 47%);

  -- $115 million guaranteed senior subordinated notes due 2009
     at C (LGD5, 86%).

The last rating action was on January 12, 2009 when Moody's
downgraded Muzak's probability-of-default rating to Ca from Caa3
and the corporate family rating to Ca from Caa2.  The ratings
outlook remained negative.

Headquartered in Fort Mill, South Carolina, Muzak is a leading
provider of business music programming to numerous types of
businesses.


NAVIGATOR CDO: Moody's Cuts Ratings on 2003 Classes of Notes
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Navigator CDO 2003, Ltd.:

  -- U.S. $17,000,000 Class C-1 Floating Rate Subordinate Notes
     Due 2015, Downgraded to Baa3; previously on September 10,
     2008 Upgraded to Baa1;

  -- U.S. $8,000,000 Class C-2 Fixed Rate Subordinate Notes Due
     2015, Downgraded to Baa3; previously on September 10, 2008
     Upgraded to Baa1;

  -- U.S. $15,000,000 Class D Floating Rate Junior Subordinate
     Notes Due 2015, Downgraded to Caa2; previously on December
     19, 2003 Assigned Ba2;

  -- U.S. $10,000,000 Class Q-1 Notes Due 2015, Downgraded to
     Ba1; previously on December 19, 2003 Assigned Baa3;

  -- U.S. $5,333,333 Class Q-2 Notes Due 2015, Downgraded to Ba1;
     previously on December 19, 2003 Assigned Baa3;

  -- U.S. $4,000,000 Class Q-3 Notes Due 2015, Downgraded to B2;
     previously on December 19, 2003 Assigned Ba1.

According to Moody's, the rating actions taken on the notes are a
result of applying Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The actions also reflect
consideration of credit deterioration of the underlying portfolio.
The revised assumptions that have been applied to all corporate
credits in the underlying portfolio.


NEOSTEM INC: Receives Non-Compliance Notice From NYSE
-----------------------------------------------------
NeoStem, Inc. received on February 10, 2009, a notice from the
NYSE Alternext US indicating that the Company is not in compliance
with Section 704 of the Alternext Company Guide, which requires a
listed company to hold meetings of its shareholders annually.

On November 3, 2008, the Company had announced that it planned to
hold a shareholder meeting to obtain approval of (i) a Share
Exchange Agreement to acquire through a series of contractual
arrangements control over Shandong New Medicine Research Institute
of Integrated Traditional and Western Medicine Limited Liability
Company, a China limited liability company and (ii) an Agreement
and Plan of Merger with China Biopharmaceuticals Holdings, Inc., a
Delaware corporation, China Biopharmaceuticals Corp., a British
Virgin Islands corporation and wholly-owned subsidiary of CBH, and
CBH Acquisition LLC, a Delaware limited liability company and
wholly-owned subsidiary of NeoStem to acquire a 51% ownership
interest in Suzhou Erye Pharmaceuticals Company Ltd., a Sino-
foreign joint venture with limited liability organized under the
laws of the People's Republic of China.  It had been the Company's
understanding that this series of events constituted sufficiently
unusual circumstances to permit a single combined meeting be held
in 2009 and that this would be in compliance with Section 704.

The Company has been afforded the opportunity to submit a plan of
compliance to the Alternext by March 10, 2009, that demonstrates
it will bring it back into compliance by August 11, 2009, and the
Company will submit such a plan.  If the Company does not submit a
plan or if the plan is not accepted by the Alternext, the Company
may be subject to delisting procedures as set forth in Section
1010 and Part 12 of the Guide.

                         About NeoStem Inc.

NeoStem, Inc. (NYSE Alternext US: NBS) is developing a network of
adult stem cell collection centers that are focused on enabling
people to donate and store their own (autologous) stem cells when
they are young and healthy for their personal use in times of
future medical need.  The Company has also entered into research
and development through the acquisition of a worldwide exclusive
license to technology to identify and isolate VSELs (very small
embryonic-like stem cells), which have been shown to have several
physical characteristics that are generally found in embryonic
stem cells.


NEW ALLIANCE: Moody's Downgrades Ratings on Various Notes
---------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by New Alliance Global CDO, Limited:

  -- U.S. $208,750,000 Guaranteed Class A Floating Rate Notes due
     2014, Downgraded to Aa3; previously on July 21, 2008 Aaa
     Placed Under Review for Possible Downgrade;

  -- U.S. $4,375,000 Class B Floating Rate Notes due 2014,
     Downgraded to Baa1; previously on August 20, 2008 Upgraded
     to A2;

  -- U.S. $11,875,000 Class C Floating Rate Notes due 2014,
     Downgraded to B1; previously on April 30, 2001 Assigned Ba2.

According to Moody's, the rating actions taken on the notes are a
result of the application of Moody's revised default probability
assumptions, as well as consideration of credit deterioration of
the underlying portfolio.  The revised assumptions that have been
applied to all corporate credits in the underlying portfolio.
Credit deterioration of the collateral pool is observed in a
decline in the average credit rating (as measured through the
weighted average rating factor) of the underlying pool as well as
an increase in the percentage of securities from issuers rated
Caa1 and below.

In addition, the rating on the Class A Notes reflects both the
actual underlying rating of the notes as well as the current
insurance financial strength rating of Financial Security
Assurance, Inc., which was downgraded to Aa3 on November 21, 2008.
The underlying rating of the Class A Notes is based solely on the
intrinsic credit quality of the notes in the absence of the
guarantee from Financial Security Assurance, Inc.  The above
action is a result of, and is consistent with, Moody's modified
approach to rating structured finance securities wrapped by
financial guarantors.


NEW ORLEANS SEWERAGE: Fitch Affirms Water Revenue Bonds at 'B'
--------------------------------------------------------------
During the course of surveillance, Fitch Ratings has taken these
rating actions on the New Orleans Sewerage and Water Board:

  -- Sewer system revenue bonds upgraded to 'BBB-' from 'B'
     ($170.7 million outstanding);

  -- Water system revenue bonds affirmed at 'B' ($38.8 million
     outstanding);

  -- Drainage system bonds upgraded to 'BBB' from 'BBB-'
     ($22.7 million outstanding).

The Rating Outlook is revised to Positive for the above credits.
The upgrade of the board's sewer revenue bond rating reflects
improvement in the financial position of the sewer fund, including
a marked increase in liquidity.  This improvement has been the
result largely of a series of sewer rate hikes, beginning in 2003,
which have aided cash flow as the board has struggled to recover
from the effects of Hurricane Katrina in fall 2005.  The upgrade
of the drainage system bond rating reflects continued
stabilization of property tax revenue collections and continued,
albeit slower, tax base growth.  Meanwhile, the water fund
continues to struggle as recurring revenues fall short of meeting
both operational and debt service requirements.  While significant
challenges remain, Fitch believes the overall situation in New
Orleans has largely stabilized, and further believes that the
combination of continued population gains and a strengthening
financial profile likely will lead to further upward movement in
the ratings for these three systems.

All systems have very large future capital needs, which result
from a combination of storm damage and aging infrastructure.
Nonetheless, Fitch acknowledges the board's progress in returning
to a regular billing cycle and improved collection rates.  The
Sewerage and Water Board, which provides retail water, sewer and
drainage services to residents in New Orleans, resumed regular
monthly billing in April 2006.  The current customer base of more
than 110,000, while down approximately 30,000 from the pre-storm
total, has shown steady growth since June 2008 when a program to
aggressively pursue and close inactive accounts peaked.  According
to board staff, both the water and sewer systems are in full
compliance with all regulatory requirements.

Fiscal 2007 saw a winding down of the federal community disaster
loan money that had helped pay water and sewer operating costs
after Hurricane Katrina.  On the debt side, the board utilized
state-issued tax credit bond proceeds in 2007 to support debt
service payments; this money, which totaled $78 million, was
exhausted in June 2008.  The sewer fund in 2007 reported positive
operating results and debt service coverage of 1.30 times, which
is in compliance with bond covenants. Coverage in 2006 also had
exceeded the covenant requirement, but results that year were
aided significantly by CDL proceeds.  Liquidity in the sewer fund
also improved significantly; cash on hand at Dec. 31, 2007,
totaled $19.8 million, the equivalent of 154 days of expenditures.
This amount exceeds pre-Katrina liquidity levels.  Projected 2008
results suggest another positive result, with debt service
coverage again meeting the rate covenant.

Meanwhile, the water fund in 2007 reported an operating loss of
$36.2 million and negative cash and working capital positions at
year-end, continuing a history of negative operating results and
weak liquidity that predated Hurricane Katrina.  On a positive
note, the board and New Orleans City Council recently adopted
water rate increases for each of the next five years, the first of
which took effect in November 2007.  When completed, the
cumulative rate hikes will have increased the average water bill
more than 50%.  Current projections indicate that while these rate
hikes should help stabilize the water fund from an operational
standpoint by around 2011, little money will be available for
capital projects.  Likewise, the sewer fund is projected to
generate only modest amounts of surplus revenues over the near
term for capital spending.  A recent capital needs assessment
performed by the board's consulting engineer identified $5.7
billion in total short-term and long-term capital needs, including
nearly $2 billion over the next five years; however, federal
programs will fund the vast majority of drainage system capital
needs included in this total.  The board's drainage system bonds
are supported by three property tax millages.  Since 2005 the tax
collection rate has steadily improved as the city's population
count has climbed.  Current collections for 2008 were roughly 85%,
which is not markedly different from historical collections.

The most recent estimates put the city's population at between
290,000-300,000, which is higher than earlier estimates and is
approximately 2/3 of the pre-storm total.  Daytime estimates are
higher, as the ongoing housing shortage has forced many former
residents to commute into the city for work from other parishes in
the region.  While employment levels in the metropolitan area have
shown a gain of more than 6% over the past 18 months, they remain
more than 15% below pre-storm levels.  Also, the most recent
monthly unemployment rate for the city (December 2008) spiked to
7.9%, suggesting some emerging employment weakness.

The federal Road Home Program is largest of the numerous federal
and state financial assistance efforts and targets the most
pressing need in post-Katrina New Orleans -housing.  Out of
roughly 156,000 eligible applicants, the program reported that
through early January 2009 nearly 90% of applicants had received
funding with disbursements totaling $7.4 billion.

Weakened infrastructure and service delivery systems remain
primary challenges. For example, the criminal justice system
continues to function with facilities and staffing below pre-
Katrina levels.  Also, the city estimates that the number of
hospital beds in the area is still below pre-storm levels.  Long-
term improvement in this sector is evident in the U.S. Department
of Veterans Affairs and Louisiana State University partnering to
construct a $1.2 billion medical center in downtown New Orleans;
the projected completion date is 2011.

On a broader note, Fitch believes that New Orleans (GO bonds rated
'BBB-' by Fitch) still faces significant challenges as it
continues its economic and financial recovery from Hurricane
Katrina.  While progress has been made, Fitch notes that further
improvement is needed in the most critical areas of housing,
employment, public safety, health care, and education.  However,
with the recovery gaining traction, Fitch believes that the large
amount of recovery and rebuilding money that is flowing into the
city and surrounding area have already stabilized and ultimately
will boost the economy.


NORCRAFT HOLDINGS: Housing Slowdown Cues Moody's Rating Cuts
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of both Norcraft
Holdings L.P. and of its subsidiary Norcraft Companies L.P.
collectively referred to as "Norcraft."  The downgrade reflects
the adverse impact of the housing and remodeling slowdown on the
company's cabinet business. The ratings outlooks were changed to
negative from stable.

These ratings have been downgraded/affirmed/changed at Norcraft
Companies:

  -- $60 million revolving credit facility, due 2011, downgraded
     to Ba2 (LGD1, 5%) from Ba1 (LGD1, 7%);

  -- $150 million 9% sr. sub notes, due 2011, affirmed at B1, LGD
     assessment changed to LGD3, 40% from LGD3, 45%.

These ratings have been downgraded/affirmed/changed at Norcraft
Holdings:

  -- CFR downgraded to B2 from B1;

  -- Probability of default rating downgraded to B2 from B1;
     $118 million Sr. discount notes, due 2012, downgraded to
     Caa1 (LGD5, 85%) from B3 (LGD5, 87%).

The ratings outlooks for both Norcraft Holdings, L.P., and
Norcraft Companies, L.P. are negative.

The ratings downgrade reflects expectations that the new home
construction activities as well as the repair and remodeling
market will remain weak throughout 2009 and will continue to
pressure the company's financial performance.  Anticipated
declines in revenues and EBITDA will pressure the company's
leverage and coverage metrics over the next twelve to eighteen
months.

The company's B2 CFR considers the prospect that the company's
adjusted debt-to-EBITDA will likely exceed 6x, and adjusted EBIT-
to-interest may fall to 1x or lower.  The company's efforts to cut
costs, and take market share from weaker rivals partially mitigate
an industry wide severe demand contraction that is expected to
continue unabated through 2009.

The negative outlook results from the risk that consumer
confidence may weaken further as unemployment rates climb, causing
further damage to already weakened repair and remodeling demand,
combined with uncertainty surrounding when the housing market will
stabilize.

The last rating action was August 28, 2006 when Moody's has
assigned a B1 corporate family rating to Norcraft Holdings, L.P.
Moody's has also affirmed the debt ratings of both Norcraft
Holdings L.P. and of its subsidiary Norcraft Companies L.P.
Headquartered in Eagan, MN, Norcraft Holdings, L.P. designs,
produces, and markets branded kitchen and bathroom cabinetry in
the U.S. Estimated revenues for the LTM period through
September 30, 2008 were approximately $357 million.


ON-SITE SOURCING: Receives Court Permission to Use Cash Collateral
------------------------------------------------------------------
On-Site Sourcing Inc., won permission from Judge Douglas O. Tice
Jr. of the U.S. Bankruptcy Court for the Eastern District of
Virginia to use its lender's cash collateral.

According to Bloomberg's Bill Rochelle On-Site has permission to
use cash representing collateral for the new owner of the secured
debt, Integreon Managed Solutions Inc.  New York-based Integreon
purchased the existing $37 million of secured loans in January.

Integreon, Bloomberg relates, intends to buy On-Site's business at
auction.  The deal is subject to higher and better offers.

Los Angeles California-based On-Site Sourcing Inc. is a
litigation-support provider.  The Company and two affiliates
(Bankr. E.D. Virg., Lead case No. 09-10816) filed for Chapter 11
on February 4, 2009.  In its bankruptcy petition, it estimated
assets and debts of $10 million to $50 million each.  Michael A.
Condyles, Esq., at Kutak Rock LLP, in Richmond, Virginia, handles
the case.


ONE LAWRENCE: Files for Chapter 11 As Mortgage Matures
------------------------------------------------------
One Lawrence Street LLC filed a Chapter 11 petition on Feb. 10,
the day the $14 million mortgage on its 58,000 square foot
property matured.

A court filing said there was no payment default, only a
disinclination by lender Mellon United National Bank to extend the
mortgage, Bloomberg'S Bill Rochelle stated.

Based in New York, One Lawrence Street, LLC, owns a 58,000-square-
foot commercial property in Dobbs Ferry, New York.  The Company
filed for Chapter 11 on Feb. 10, 2009 (Bankr. S.D. N.Y., Case No.
09-10574). Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky,
LLP, has been tapped as counsel .  In its bankruptcy petition, the
Company said that total assets were $19,037,239 and total debts
were $18,328,077.


ORCHARDS VILLAGE: Case Summary & Eight Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Orchards Village Investments, LLC
        4640 S.W. Macadam Ave., Ste. 90
        Portland, OR 97239

Bankruptcy Case No.: 09-30893

Type of Business: The Debtor operates a housing community.

Chapter 11 Petition Date: February 13, 2009

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Anita G. Manishan, Esq.
                  A.Manishan@gmail.com
                  520 SW Yamhill St., #420
                  Portland, OR 97204
                  Tel: (503) 242-1162

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
LCG Pence Construction LLC     Note Payable      $103,478
Terry Loerke, Mgr.
2747 Pence Loop SE
Salem, OR 97302-1153
Tel: (503) 399-7223

City of Vancouver Public       System            $45,284
Works                          Development
Brian Carlson, Dir.            Charges
4500 SE Columbia Way
P.O. B 1995
Vancouver, WA 98668-1995
Tel: (360) 487-7131

Key Equipment Finance, Inc.    Van Lease         $41,638
Adam Warner, Pres.
POB 203901
Houston, TX 77216-3901
Tel: (888) 301-6238

Danny Lee, Partner             Accounting Fees   $36,491
Hansen Hunter & Co. LLC

Jack Burgess, co-trustee       unpaid lease      $36,419
Burgess Family Trust           payments

Gabriel Sugarman, Member       lease payments    $24,255
Sugarman's Orchard, LLC

Carburton Properties 8, LLC    lease payments    $15,750

Darin Henry, Member            lease payments    $15,750
Henry's Orchards Village,
LLC

The petition was signed by Jeffrey L. Chamberlain, manager.


PENN NATIONAL: Steady Profitability Cues Moody's 'Ba1' Rating
-------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of Penn National Insurance Group (Baa1 insurance financial
strength, Ba1 surplus notes) and continued its positive outlook on
the ratings, reflecting steady profitability and stronger
capitalization.  The rating agency expects full year net income to
be moderately lower than 2007 due to impairments on invested
assets (principally on stocks, Fannie/Freddie preferreds, and
Lehman bonds).  GAAP policyholders' equity is expected to be only
modestly down from prior year end as the fixed income portfolio
has generally held up in value.  Regulatory risk-based capital
ratios are expected to remain very strong.

"We maintained the positive outlook on Penn National Insurance
because the company's good performance and profitability have
continued through 2008 despite turmoil in the broader financial
markets," explains Kevin Lee, senior credit officer at Moody's.
The resolution of the outlook will depend partly on the extent of
deterioration in the financial markets relative to Moody's stress
scenarios, and more clarity around claims related to lead paint
exposures.  Other factors that could lead to an upgrade include
continued lift in personal auto insurance, sustained ROEs in high
single digits, and sustained debt leverage below 25% (debt-to-
total capital on a GAAP basis).  Conversely, a failure to meet
these expectations could lead to a return to a stable outlook.

Penn National Insurance's Baa1 insurance financial strength
ratings reflect the group's established position in smaller
independent agency markets, its consistent operating results over
the past several years, solid capitalization, a high quality
investment portfolio, and modest exposure to natural and man-made
catastrophes.  These strengths are partly offset by intense
competition in personal and small commercial lines insurance, and
the company's modest scale, which limits its operating and
financial flexibility.

These ratings have been affirmed with a positive outlook:

  * Pennsylvania National Mutual Casualty Insurance Company --
    9.5% surplus notes at Ba1, insurance financial strength at
    Baa1; and Penn National Security Insurance Company --
    insurance financial strength at Baa1.

Penn National Insurance, based in Harrisburg, Pennsylvania, is a
mutual property/casualty insurance group that underwrites small
commercial and personal lines insurance through independent
agents.  It operates in nine states located in the Mid-Atlantic
and Southeast regions of the United States.  For the first nine
months of 2008, the group reported statutory net income of
$18.8 million and statutory surplus of $438.9 million at September
30, 2008. The last rating action for Penn National Insurance
occurred on September 4, 2007 when Moody's changed the outlook to
positive from stable.


PENHALL HOLDING: Construction Decline Cues Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Penhall Holding Company to Caa1
from B3 and changed the rating outlook to negative from stable.

The downgrade results from an expectation of a severe decline in
U.S. non-residential construction activity through 2010 coupled
with Penhall's highly leveraged capital structure.  Liquidity may
tighten as construction and credit markets remain soft, causing
Penhall to borrow on its revolving credit line to fund internal
deficits and scheduled debt amortizations.  Moreover, equipment
price and accounts receivable declines could also diminish
availability under the company's asset-based revolving credit
facility.  If revolver borrowing availability declines to levels
that trigger financial covenant tests, the potential for a breach
would be significant.

The Caa1 rating reflects the company's high financial leverage,
weakened liquidity profile, and declining demand for equipment
rental.  A sizeable allocation of federal fiscal stimulus towards
highway and other infrastructure spending partially mitigates the
above cited risks, as highway spending could help stabilize the
company's revenues later in the year.

The negative outlook reflects the risk that absent new federal
highway spending, revenues from private sector and local spending
will likely remain under pressure at least through mid-2009
raising the specter of further credit profile deterioration.

Additional ratings changes:

Penhall International Corp.

  -- $175 million 12% second lien notes due 2014 to Caa1 LGD 3,
     47% from B3 LGD 3, 48%

Penhall Holding Company

  -- $60 million unsecured term loan due 2012 to Caa3 LGD 6, 90%
     from Caa2 LGD 6, 90%

Moody's last rating action occurred on March 20, 2007 when the
corporate family rating was downgraded to B3 from B2.

Penhall Holding Company is the largest provider of concrete
cutting, breaking and highway grinding services in North America.
Penhall provides a broad range of services including equipment
rental with experienced operators who can operate equipment, and
project managers for more complex requirements.  The company
operates 37 locations in 18 states and maintains over 800 pieces
of equipment, in the U.S. and Canada.


POLAROID CORP: Sues Ritchie, Acorn Over 'Fraudulent' Liens
----------------------------------------------------------
Polaroid Corp. sued U.S. hedge funds Acorn Capital Group LLC and
Ritchie Capital Management LLC over claims they fraudulently
acquired liens against Polaroid's assets before it went bankrupt,
Bloomberg News reports.

According to Erik Larson of Bloomberg, Polaroid sought Chapter 11
protection in December after Thomas Petters, the founder of
Polaroid owner Petters Group Worldwide LLC, was charged with
running a $3 billion Ponzi scheme.  Acorn had loaned Petters at
least $281 million, while Ritchie invested more than $189 million,
court records show.

On November 1, 2004, Acorn entered into a Credit Agreement with
Petters Group affiliate, PAC Funding, LLC, pursuant to which it
agreed to loan PAC $200 million.   The Credit Agreement was
subsequently modified on several occasions, ultimately increasing
the loan commitment to $300 million.  PAC in turn used a portion
of the funds advanced by Acorn to make at least two loans to
Polaroid for a total of $25 million for Polaroid to use in its
business operations.  To secure the amounts due under the Credit
Agreement, Polaroid executed and delivered to Acorn a Security
Agreement pursuant to which Polaroid granted Acorn a security
interest in its inventory, accounts and U.S., Mexican and Canadian
trademarks.  The Security Agreement secures repayment of all
amounts advanced to PAC under the Credit Agreement, which
currently exceeds $276 million.

However, according to Polaroid, Acorn discovered early last year
that electronics and other assets securing its loans to Petters
may not have existed and arranged instead to secure them with
Polaroid's assets, according to an adversary proceeding filed in
the U.S. Bankruptcy Court for the District of Minnesota.

Polaroid, Bloomberg relates, claimed that Petters and Acorn
"orchestrated a plan targeted at securing the value of Polaroid in
an attempt to shore up, conceal and cover millions of dollars in
losses,"

Similar claims were made against Ritchie, which last year
issued Petters securities in the form of promissory notes,
Polaroid claims, Bloomberg said.   Ritchie said the outstanding
balance on the notes as of October is more than $260 million,
according to the complaint.

"At no time when the loans were advanced, and the liens to
secure such loans granted, did the Ritchie entities have any
knowledge that Petters and any related corporations were engaged
in any fraudulent conduct," Ritchie spokesman Justin Meise said in
an e-mailed statement to Bloiomberg.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


PMI GROUP: Moody's Downgrades Insurance Strength Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from A3 the
insurance financial strength rating of the PMI Group's US mortgage
insurance operations and has downgraded PMI's European mortgage
insurance operations to B1 from A3.  The rating outlook is
developing.  Moody's has also downgraded the senior unsecured debt
ratings of the holding company, The PMI Group, Inc., to B3 from
Baa3.  The debt ratings remain under review for further possible
downgrade.

The rating action concludes a review for possible downgrade that
was initiated on October 10, 2008 and reflects the significant
stress on the company's risk-adjusted capital position as a result
of Moody's higher mortgage loss expectations resulting from the
weak economic environment and continued deterioration in housing
fundamentals.  The downgrade also considers the continued pressure
on PMI's profitability and the meaningful constraints on the
company's financial flexibility in the current market environment.
In addition, Moody's believes that the franchise value among
mortgage insurers generally has deteriorated in recent months,
placing additional pressure on the ratings of the company.

According to Moody's, PMI's risk-adjusted capital adequacy remains
under significant pressure in light of the meaningful uncertainty
regarding the ultimate severity and duration of the current down
cycle in housing fundamentals, and the resulting impact on
delinquency rate trends and ultimate incurred losses.  Moody's
currently views PMI's capital adequacy as being consistent with a
rating in the Ba rating category.  The Ba3 rating also considers
other factors such as the weakened franchise, likelihood of
sustained losses for several years, and substantially constrained
access to capital.

Moody's notes that the large incurred losses sustained by PMI over
the past year are placing meaningful capital strain on the firm.
New business volumes have dropped as the company conserves
capital.  In Moody's opinion, without additional capital
injections in the near term, it is possible that the company could
breach maximum statutory risk to capital guidelines within the
next eighteen months, which could impact the company's ability to
write new business in the absence of regulatory forbearance.

The rating agency stated that there is also increased uncertainty
regarding the future role of the mortgage insurers within the
framework of the evolving mortgage finance market.  Traditionally,
the mortgage insurers have held a defensible position of providing
credit enhancement on conforming high LTV loans for ultimate
purchase by Fannie Mae and Freddie Mac due to the statutory
requirement for credit enhancement on high LTV loans in the GSE
charters.  Recently, however, the penetration rates of the private
mortgage insurers have declined substantially due to the
tightening of underwriting guidelines in an effort to reduce risk
and preserve capital.  Given the more proactive role of the
Federal government in the mortgage finance market currently,
through the conservatorship of the GSEs and the increased
utilization of FHA for mortgage loan credit enhancement, as well
as the capacity constraints among the mortgage insurers, it is
possible that private mortgage insurance will play a less
prominent role in the mortgage finance market in the future,
adversely impacting Moody's assessment of the franchises of the
mortgage insurers.

The B3 rating for the holding company, The PMI Group, Inc.,
reflects the proximity to a potential breach of covenants in the
bank credit facility, constrained financial flexibility, and
meaningful liquidity and refinancing risks that the company may
face if the deterioration in mortgage finance is protracted.  The
ratings remain under review for possible downgrade.  Moody's notes
that the holding company's $250 million bank credit facility (of
which $200 million is currently outstanding), contains rating
triggers and financial covenants, including a maximum risk to
capital ratio of 20:1, and matures in October 2011.  While PMI
currently has sufficient cash at the holding company to repay the
credit facility (which would avoid acceleration of the company's
senior notes), such payment would significantly weaken the
remaining liquidity at the holding company.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including the possibility of a greater than expected
level of claims recissions, the potential for various initiatives
being pursued at the US Federal level to mitigate the rising trend
of mortgage loan defaults, as well as the possibility that the
mortgage insurers gain access to government capital in a program
similar to the U.S. Treasury's Capital Purchase Program.  Moody's
will continue to evaluate PMI's ratings in the context of the
future performance of the company's insured portfolio relative to
expectations and resulting capital adequacy levels, as well as
changes, if any, to the company's strategic and capital management
plans.

                      List Of Rating Actions

These ratings have been downgraded, and remain under review for
possible downgrade:

* The PMI Group, Inc. -- senior unsecured debt to B3 from Baa3,
  junior subordinated debt to Caa1 from Ba1, provisional rating
  on senior unsecured debt to (P)B3 from (P)Baa3, provisional
  rating on subordinated debt to (P)Caa1 from (P)Ba1, and
  provisional rating on preferred stock to (P)Caa2 from (P) Ba2;

These ratings have been downgraded, with a developing outlook:

* PMI Mortgage Insurance Co. -- insurance financial strength to
  Ba3 from A3;

* PMI Insurance Co. -- insurance financial strength to Ba3 from
  A3;

* PMI Mortgage Insurance Company Limited -- insurance financial
  strength to B1 from A3.

The last rating action related to PMI occurred on October 10,
2008, when the ratings were placed on review for possible
downgrade.

The PMI Group, Inc., headquartered in Walnut Creek, CA, is the
holding company for PMI Mortgage Insurance Co., including its
wholly owned subsidiaries and affiliated companies in Europe.  The
PMI Group, Inc., also owns a 50% interest in CMG Mortgage
Insurance Co., a 42% interest in FGIC Corporation, and a 23.7%
interest in RAM Reinsurance Company Ltd.  Through its wholly owned
subsidiaries and partial interest in affiliated companies, PMI
offers residential mortgage insurance and credit enhancement
products, financial guaranty insurance, and financial guaranty
reinsurance.  PMI has operations Europe.


PPC INVESTMENTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Dale Quinn at The Arizona Daily Star reports that Saguaro Ranch, a
debtor-affiliate of PPC Investments LLC, has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Arizona.

Court documents say that Saguaro Ranch Investments LLC has about
$288 million in assets and $23.7 million in liabilities, Saguaro
Ranch Development Corp. has about $147 million in assets and $38.4
million in liabilities, and Saguaro Ranch Real Estate Corp. has
$36 in assets and about $200,000 in liabilities.  PPC Investments
LLC has $1,246.99 in assets and $33,762.15 in debts, according to
court documents.

Eric Slocum Sparks, the attorney for Saguaro Ranch, said that the
company's bankruptcy was due to high building costs at the peak of
the housing boom coupled and the collapse of the market, Arizona
Daily relates.

Arizona Daily states that lot prices in Saguaro Ranch started in
excess of $1 million, with homes averaging $3.5 million, but as
the housing market deteriorated, few of the lots sold and the
project got caught up in financial problems.  The report says that
some of the properties, including the one owned by former pro
hockey player Paul Ranheim, were facing foreclosure in January
2009.  According to the report, Saguaro Ranch has also been sued
due to unpaid bills, and is in a dispute with nearby residents
over access to a public easement that cuts through the property.

Citing Mr. Sparks, Arizona Daily reports that the equity in the
Saguaro Ranch property, which is valued more than $100 million,
makes it an unusual bankruptcy.  Mr. Sparks said that the debtors
wouldn't put money into the project unless they had the assurance
of the U.S. Bankruptcy Court that money would get repaid.

Mr. Sparks, according to Arizona Daily, said that the bankruptcy
filing will let the development to secure financing to complete
about 130 additional lots as well as a spa, some casitas, an
equestrian center, and hiking trails.

Tucson, Arizona-base PPC Investments LLC -- dba Saguaro Guest
Ranch Management Corporation, Saguaro Ranch Development
Corporation, Saguaro Ranch Investment LLC, and Saguaro Ranch Real
ESTATE CORPORATION -- is a 1,035-acre development near West Moore
and North Thornydale roads about 20 miles northwest of Downtown
Tucson.  The company filed for Chapter 11 bankruptcy protection on
February 13, 2009 (Bankr. D. Ariz. Case No. 09-02484).  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC assists the debtors
in their restructuring efforts.


RADIAN GROUP: Moody's Pares Insurance Strength Ratings to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from A2 the
insurance financial strength ratings of Radian Group, Inc.'s
primary mortgage insurance subsidiaries.  Moody's also downgraded
the insurance financial strength rating of Radian Insurance, Inc.,
to B1 from Baa1.  The review of the insurance financial strength
ratings of Radian's financial guaranty insurance subsidiaries will
be concluded shortly.  The senior debt rating of the holding
company was downgraded to B3 from Ba1.  The rating outlook is
developing.

The rating action concludes a review for possible downgrade that
was initiated on October 10, 2008 and reflects the significant
stress on the company's risk-adjusted capital position due to
Moody's higher mortgage loss expectations resulting from the weak
economic environment and continued deterioration in housing
fundamentals.  The downgrade also considers the continued pressure
on Radian's profitability and the meaningful constraints on the
company's financial flexibility in the current market environment.
Moody's also believes that the business model of mortgage
insurance has deteriorated as losses have mounted and as the
future of the US mortgage finance market has been clouded by
weakness at Freddie Mac and Fannie Mae.

According to Moody's, Radian's risk-adjusted capital adequacy
remains under significant pressure in light of large incurred
losses to date and rapidly escalating delinquency counts, as well
as the meaningful uncertainty regarding the ultimate severity and
duration of the current down cycle in housing fundamentals, and
the resulting impact on ultimate claims.  Moody's currently views
Radian's capital adequacy as being consistent with a rating in the
Ba rating category.  The Ba3 rating also considers other factors
such as the weakened franchise, likelihood of sustained losses for
several years, and substantially constrained access to capital.

Moody's notes that the large incurred losses sustained by Radian
over the past year are placing meaningful capital strain on the
firm.  New business volumes have dropped as the company has
tightened its underwriting guidelines.  In Moody's opinion,
without additional capital injections in the near term, it is
possible that the company could breach maximum statutory risk to
capital guidelines within the next 18 months, which could impact
the company's ability to write new business in the absence of
regulatory forbearance.

The rating agency stated that there is also increased uncertainty
regarding the future role of the mortgage insurers within the
framework of the evolving mortgage finance market.  Traditionally,
the mortgage insurers have held a defensible position of providing
credit enhancement on conforming high LTV loans for ultimate
purchase by Fannie Mae and Freddie Mac due to the statutory
requirement for credit enhancement on high LTV loans in the GSE
charters.  Recently, however, the penetration rates of the private
mortgage insurers have declined substantially due to the
tightening of underwriting guidelines in an effort to reduce risk
and preserve capital.  Given the more proactive role of the
Federal government in the mortgage finance market currently,
through the conservatorship of the GSEs and the increased
utilization of FHA for mortgage loan credit enhancement, as well
as the capacity constraints among the mortgage insurers, it is
possible that private mortgage insurance will play a less
prominent role in the mortgage finance market in the future,
adversely impacting Moody's assessment of the franchises of the
mortgage insurers.

The B3 rating for the holding company, Radian Group, Inc.,
reflects its constrained financial flexibility and the negative
impact of a protracted downturn in the mortgage finance market on
its liquidity position.  Moody's notes that Radian Group has
expense-sharing agreements in place with its principal operating
subsidiaries that require that these subsidiaries pay their share
of holding company level expenses, including interest expense on
debt.  The termination of these arrangements, which are at the
discretion of the insurance regulators, would be an event of
default for the holding company's $100 million bank credit
facility.  While Radian currently has sufficient cash at the
holding company to repay the credit facility (which would avoid
acceleration of the company's senior notes), such payment in
combination with potential payments to the subsidiaries relating
to a tax sharing agreement would significantly weaken the
liquidity position and refinancing risk of the holding company.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including the possibility of a greater than expected
level of claims recissions, the potential for various initiatives
being pursued at the US Federal level to mitigate the rising trend
of mortgage loan defaults, as well as the possibility that the
mortgage insurers gain access to government capital in a program
similar to the U.S. Treasury's Capital Assistance Program.
Moody's will continue to evaluate Radian's ratings in the context
of the future performance of the company's insured portfolio
relative to expectations and resulting capital adequacy levels, as
well as changes, if any, to the company's strategic and capital
management plans.

                     List Of Rating Actions

These ratings have been downgraded, with a developing outlook:

* Radian Group, Inc. -- senior unsecured debt to B3 from Ba1,
  provisional rating on senior unsecured debt to (P)B3 from
  (P)Ba1, provisional rating on subordinated debt to (P)Caa1 from
  (P)Ba2, and provisional rating on preferred stock to (P)Caa2
  from (P)Ba3;

* Radian Group Capital Trusts I and II -- provisional ratings on
  subordinated debt to (P)Caa1 from (P)Ba2;

* Radian Insurance Inc. -- insurance financial strength to B1
  from Baa1;

* Amerin Guaranty Corporation -- insurance financial strength to
  Ba3 from A2;

Enhance Financial Services Group Inc. -- prospective senior debt
to (P)B3 from (P)Ba1 and prospective subordinate debt to (P)Caa1
from (P)Ba2.

The last rating action related to Radian occurred on October 10,
2008, when Moody's placed the company's ratings on review for
possible downgrade.

Radian Group, Inc., is a US based holding company which owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Amerin Guaranty, as well as a financial guaranty
insurance company, Radian Asset.  The group also has investments
in other financial services entities.  As of September 30, 2008,
Radian Group had total assets of $8.2 billion and $2.3 billion in
shareholder's equity.


REMEDIATION FINANCIAL: Disclosure Statement Hearing on April 22
---------------------------------------------------------------
The U.S. Bankruptcy Court continued to April 22, 2009, at 10:00
a.m. the hearing on the approval of RFI Realty, Inc., Remediation
Financial, Inc., Santa Clarita, L.L.C., and Bermite Recovery,
L.L.C.'s amended disclosure statement.

The deadline for Debtors to circulate a redline of their amended
disclosure statement is extended through April 7, 2009; and the
deadline for filing statements of remaining unresolved issues with
the Debtors' amended disclosure statement is extended to April 17,
2009.

As reported in the Troubled Company Reporter on Dec. 22, 2008, the
Debtors told the Court that there are certain open issues which
continue to affect the anticipated amendment of the Plan and
Disclosure Statement.  On Aug. 12, 2008, the Court approved a
release of all claims related to the now-terminated July 6, 2006
Purchase and Sale Agreement of nearly 1,000 acres of land in Santa
Clarita, California, between the Debtors and SunCal Santa Clarita,
LLC.  The sale of the Debtors' property under the PSA was included
in Debtors' plan, and Debtors have been meeting with interested
parties to explore a new sale.

The Debtors filed their Disclosure Statement and Joint Plan on
Jan. 28, 2005.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is
a real estate developer.  Remediation Financial and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No.
04-17294).  The cases are jointly administered under RFI Realty
Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million and estimated debts of
$10 million to $50 million.


REMEDIATION FINANCIAL: May Employ G&K as Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved on
Dec. 31, 2008, the employment of Gallagher & Kennedy, P.A., as
special counsel for RFI Realty, Inc., et al., in the matter of
City of Santa Clarita vs. Santa Clarita L.L.C., et al., having
case no. BC 259442 ("Golden Valley Road Litigation;), and City of
Santa Clarita vs. Santa Clarita L.L.C., et al., having case no. BD
257152 ("Metrolin Litigation"), in the Superior Court of the State
of Califorinia in the County of Los Angeles, effective
Oct. 6, 2004.

In the Debtors' motion, dated Oct. 6, 2004, the Debtors told the
Court that to the best of their knowledge, the G&K firm has no
interest adverse to the Debtors or their bankruptcy estates.

No compensation shall be paid to G&F except upon appropriate
application and notice to the Court.

G&K's fees for services in the Golden Valley Road Litigation is
33 1/3% of the difference between the established floor amount and
the "total recovery" which does not include attorneys' fees or
other reimbursements.  If the total recovery does not exceed the
established floor amount and the "total recovery," G&K shall be
owed no fees.

G&K's fees for services in the Metrolink Litigation is 33 1/3% of
the difference between the established floor amount and the "total
recovery" which does not include attorneys' fees or other
reimbursements.  If the total recovery does not exceed the
established floor amount and the "total recovery," G&K shall be
owed no fees.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is
a real estate developer.  Remediation Financial and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No.
04-17294).  The cases are jointly administered under RFI Realty
Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million and estimated debts of
$10 million to $50 million.


RITCHIE CAPITAL: Faces Polaroid Suit Over 'Fraudulent' Liens
------------------------------------------------------------
Polaroid Corp. sued U.S. hedge funds Acorn Capital Group LLC and
Ritchie Capital Management LLC over claims they fraudulently
acquired liens against Polaroid's assets before it went bankrupt,
Bloomberg News reports.

According to Erik Larson of Bloomberg, Polaroid sought Chapter 11
protection in December after Thomas Petters, the founder of
Polaroid owner Petters Group Worldwide LLC, was charged with
running a $3 billion Ponzi scheme.  Acorn had loaned Petters at
least $281 million, while Ritchie invested more than $189 million,
court records show.

On November 1, 2004, Acorn entered into a Credit Agreement with
Petters Group affiliate, PAC Funding, LLC, pursuant to which it
agreed to loan PAC $200 million.   The Credit Agreement was
subsequently modified on several occasions, ultimately increasing
the loan commitment to $300 million.  PAC in turn used a portion
of the funds advanced by Acorn to make at least two loans to
Polaroid for a total of $25 million for Polaroid to use in its
business operations.  To secure the amounts due under the Credit
Agreement, Polaroid executed and delivered to Acorn a Security
Agreement pursuant to which Polaroid granted Acorn a security
interest in its inventory, accounts and U.S., Mexican and Canadian
trademarks.  The Security Agreement secures repayment of all
amounts advanced to PAC under the Credit Agreement, which
currently exceeds $276 million.

However, according to Polaroid, Acorn discovered early last year
that electronics and other assets securing its loans to Petters
may not have existed and arranged instead to secure them with
Polaroid's assets, according to an adversary proceeding filed in
the U.S. Bankruptcy Court for the District of Minnesota.

Polaroid, Bloomberg relates, claimed that Petters and Acorn
"orchestrated a plan targeted at securing the value of Polaroid in
an attempt to shore up, conceal and cover millions of dollars in
losses,"

Similar claims were made against Ritchie, which last year
issued Petters securities in the form of promissory notes,
Polaroid claims, Bloomberg said.   Ritchie said the outstanding
balance on the notes as of October is more than $260 million,
according to the complaint.

"At no time when the loans were advanced, and the liens to
secure such loans granted, did the Ritchie entities have any
knowledge that Petters and any related corporations were engaged
in any fraudulent conduct," Ritchie spokesman Justin Meise said in
an e-mailed statement to Bloiomberg.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


RODERICK GARRETT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Roderick T. Garrett
        dba Just Add Kidz Party Rentals
        dba Just Like New
        aka Rod T. Garrett
        7090 County Road 434
        Trinity, AL 35673

Bankruptcy Case No.: 09-80557

Chapter 11 Petition Date: February 13, 2009

Court: Northern District of Alabama (Decataur)

Judge: Jack Caddell

Debtor's Counsel: Garland C Hall, III, Esq.
                  gch@chhlawpc.com
                  Chenault, Hammond & Hall PC
                  P.O. Box 1906
                  Decatur, AL 35602
                  Tel: (256) 353-7031

Estimated Assets: unstated

Estimated Debts: unstated

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


SEMGROUP LP: Bankruptcy Results to Enbridge Write-Off
-----------------------------------------------------
Canada-based Enbridge Inc. reports that 2008 earnings of its
Energy Services division included a $5.7 million write-off as a
result of bankruptcies by SemGroup and Lehman Brothers.  According
to Enbridge, the full amount of all such receivables has been
provided for; however, some potential for partial recovery exists.

Enbridge has reported that fourth quarter 2008 adjusted earnings
increased 2% to $203 million, and earnings for the full year
increased 89% to $1.3 billion.

Enbridge Inc. provides energy transportation and distribution
services in North America and internationally.  As a transporter
of energy, Enbridge operates, in Canada and the United States, the
world's longest crude oil and liquids transportation system.  The
Company also has international operations and a growing
involvement in the natural gas transmission and midstream
businesses.  As a distributor of energy, Enbridge owns and
operates Canada's largest natural gas distribution company, and
provides distribution services in Ontario, Quebec, New Brunswick
and New York State.

                         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)

                      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)


SHARE BUILDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Share Building Products, Inc.
        W172 N13050 Division Road
        Germantown, WI 53022
        Tel: (262) 677-1919

Bankruptcy Case No.: 09-21553

Type of Business: The Debtor sells building materials and
                  products.

Chapter 11 Petition Date: February 13, 2009

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  jgoodman@ameritech.net
                  Law Offices of Jonathan V. Goodman
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
William Walker                 loan              $170,424
W414 N5272 Thornhill Ct.
Monomonee Falls, WI 53051
Tel: (414) 588-6277

Robert Mangan                  loan              $148,512
N92 W25272 Blue Heron
P.O. Box 336
Sussex, WI 53089
Tel: (262) 408-8820

James Strehlow                 loan              $121,080
502 N. Ponderosa Drive
Oconomowoc, WI 53066
Tel: (414) 271-2400

Jack Cooper                    loan              $115,834

Hess Pumice                    product           $108,745

John Ziebell                   loan              $92,000

PCA                            product           $90,287

Lisbon Services LLC            rent in arrears   $85,977

James Baumann                  loan              $75,000

First Associated Insurance Co. insurance         $52,250

Wunder Works LLC               loan              $50,000

Wisconsin Packaging Corp.      product           $42,602

Wite Lite Pumice               product           $32,227

Lange Associates               services          $31,341

LaFarge Corp.                  services          $30,249

M&I Marshall & Ilsley Bank     credit card       $24,266

Hanke Trucking Inc.            services          $22,421

Tim Rondorf                    loan              $21,266

Cedar Lake Sand & Gravel Inc.  product           $20,829

Lawler & Associates of Milw.   services          $20,000
Inc.

The petition was signed by Peter Share, president.


SHEARIN FAMILY: May Employ Stubbs & Perdue as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted Shearin Family Investments, LLC permission to
employ Trawick H. Stubbs, jr., Esq., and Stubbs & Perdue, P.A., as
its attorney to represent the Debtor's estate during the pendency
of its Chapter 11 case.

Trawick H. Stubbs, Jr., Esq, a senior partner at Stubbs & Perdue,
attests that the firm does not represent any interest materially
adverse to the Debtor or its estate, and that the firm is
disinterested within the meaning of Sec. 327(a) of the Bankruptcy
Code.

Mr. Stubbs did not provide details of its current professional
fees.

Mr. Stubbs, Jr. tells the Court that the firm received $26,039 on
May 28, 2008, and another $10,000 on Aug. 25, 2008, from the
Debtor, and that additionally, Audrey L. Shearin paid $25,000 on
Oct. 9, 2008.  These payments represent payment for sevices
rendered prepetition on behalf of the Debtor for the period of
May 8, 2008, to Oct. 13, 2008, the date of the Debtor's filing for
bankruptcy.  As of the petition date, $6,317 was owed to the firm
for work performed in anticipation of the Debtor's Chapter 11
filing.

Mr. Stubbs adds that the firm has performed and has been paid
$15,000 by the Shearins individually for services performed on
their behalf.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A.,
represent the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $46,327,546 and
debts of $49,260,007.


SHEARIN FAMILY: Seeks Court Okay for $8,000,000 DIP Loan From RBC
-----------------------------------------------------------------
Shearin Family Investments, LLC, and RBC Real Estate Finance Inc.,
assignee fom RBC Bank (USA), formerly known as RBC Centurion Bank,
ask the U.S. Bankruptcy Court for the Eastern District of North
Carolina to approve the proposed postpetition financing
arrangement between RBC and the Debtor, to fund the completion of
the Debtor's Nautical Club project.

A hearing on any objections to the joint motion of the Debtor and
RBC is scheduled for tomorrow, Feb. 17, 2009.

The Debtor is indebted to RBC, through a loan participation
agreement with other lenders, pursuant to five (5) promissory
notes relating to financing for the project for the original total
principal amount of $32,300,000.

This facility is secured by:

  a. Deed of Trust on the Debtor's waterfront, high-rise
     condominium project in Indian Beach, Carteret County, North
     Carolina known as the Nautical Club ("Project") in the
     amount of $29,300,000; and

  b. Deed of Trust on the Project property in the amount of
     $3,000,000.

As of the petition date, the Debtor owed RBC approximately
$29,978,053 in principal, interest, and late fees.

RBC has agreed to advance the sum of $8,000,000 to the Debtor in
connection with the Project, in accordance with a DIP Budget,
subject to these terms:

Borrower:             Shearin Family Investments, LLC

Lender:               RBC Real Estate Finance, Inc. Charlotte NC

Amount/Type
of Facility:          A DIP loan in the amount $8,000,000.

Purpose:              To provide funding of the amounts included
                      in the DIP Budget, including all prepetition
                      protective advances, over a six month
                      period.

Term:                 Payable in full 18 months from the effective
                      date of the DIP Facility.

Fees and Interest
Rate:                 (a) Libor plus an Interest Margin of 6%,
                      with a minimum all-interest rate; including
                      the Base Rate and Interest Margin, of 10%,
                      payable monthly in arrears.

                      (b) Arrangement Fee = $150,000 payable with
                      the first advance under the DIP Loan.

Default Interest
Rate:                 Upon any event of default, the interest rate
                      margin above Libor will be increased by 5%.

Security:             Senior Secured Lien on the Debtor's
                      Nautical Club project and Junior liens of
                      the Debtor's unimproved real property.

                      Collateral assignment of all construction
                      contracts.

Guarantors:           Joint and several guarantees of James M.
                      Shearin, II and Audrey Locke Shearin.

The DIP facility shall also be subject to events of default and
other usual and customary conditions in credit agreements for this
type of financing.

A full-text copy of the Debtor and RBC's joint motion, dated
Feb. 2, 2009, is available at:

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

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SHEARIN FAMILY: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
Shearin Family Investments, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina on Feb. 11, 2009,
a disclosure statement explaining its Chapter 11 Plan of
Reorganization, to enable each holder of a claim against the
Debtor to make an informed decision to accept or reject the Plan.

The Debtor believes that the plan provides the greatest recovery
to creditors and is in the best interest of creditors, and is
recommending that all creditors vote to accept the plan.

The Debtor's Plan contemplates the reorganization of ithe Debtor
and the satisfaction of creditor claims from income.  Construction
of the Nautical Club project will be financed with postpetition
financing in the amount of $8,000,000 from RBC Real Estate
Finance.  This loan will be secured by a first priority deed of
trust on the Nautical Club property, and a junior deed of trust on
the Debtor's remaining real property.

The total of general unsecured claims as of the date of the filing
of this Disclosure Statement is estimated at $11,550,876.  The
Debtor proposes to pay the unsecured creditors 5% of the net
proceeds, after the payment of closing costs and RBC's release
prices, from the sale of Nautical Club condominium payments, up to
a maximum of $100,000.  Payments shall be distributed pro rata to
holders of allowed general unsecured claims.

The Debtor will treat the claims of RBC, Wachovia, ECB, Southern
Bank, John Hamad, and Samer and Sumer Hamad as fully secured, with
payments to be made from proceeds of the sale of the Debtor's
property.

A portion of the claims of Centurion Construction will be paid
from RBC's post-petition financing, and the remainder will be
treated as a general unsecured claim.

The Debtor will pay the administrative costs in full within ten
days of the Plan's Effective Date or upon such other mutually
acceptable terms as the parties may agree.  Such claims remaining
unpaid 10 days following the Effective Date shall accrue interest
at a rate of 8% p.a.

All ad valorem taxes shall be paid over a period of five years, in
monthly installments, with interest at an annual rate of 5%,
beginning on the fifteenth days of the first full month following
the Plan's Effective Date.

Any and all priority taxes due and owing to the Internal Revenue
Service, N.C. Department of Revenue, or any other county or city
taxing authority shall be paid over a period of five years in
monthly installments with interest at an annual rate equal to the
statutory rate as of the Plan's Effective Date, currently five
percent (5%), beginning on the fifteenth day of the first full
month following the Effective Date.

The Debtor has assumed the executory contract with Summer Winds
Condominiums, Inc., for the construction of a joint wastewater
treatment plant.

The Debtors will also investigate and pursue avoidance actions
pursuant to Sections 547 and 548 of the Bankruptcy Code.  Any
funds collected through such actions will be distributed in
accordance with the priorities established by the Bankruptcy Code
and Orders of the Court.

              Classification and Treatment of Claims

The Plan segregates claims against the Debtor and treatment for
each class of claims into 11 classes:

   Class          Description                    Treatment
   -----          -----------                    ---------
     1       Administrative Costs                Impaired

     2       Ad Valorem Taxes                    Impaired

     3       Tax Claims                          Impaired

     4       RBC Real Estate Finance ("RBC")     Impaired

     5       East Carolina Bank ("ECB")          Impaired

     6       Southern Bank & Trust Company       Impaired

     7       Wachovia Bank                       Impaired

     8       Samer Hamad                         Impaired

     9       John Hamad                          Impaired

    10       Centurion                           Impaired

    11       General Unsecured Claims            Impaired

All creditors holding allowed claims are entitled to vote to
accept or reject the Debtor's Plan of Reorganization.  In the
event that any class of creditors rejects the Plan, the Debtor
intends to seek confirmation under the "cramdown" provisions under
Sec. 1129(b) of the Bankruptcy Code, which provides that a court
may still confirm a plan provided that the Plan has been accepted
by at least one Impaired Class of Claims, and that "the plan does
not discriminate unfairly, and is fair and equitable with respect
to each Class of Claims that is impaired under, and has not
accepted, the plan."

At the confirmation hearing, the date of which has not yet been
scheduled by the Court, the Bankruptcy Court will determine
whether the requirements of Section 1129 of the Bankruptcy Code
have been satisfied, in which event the Bankruptcy Court will
enter an order confirming the Plan.

A full-text copy of the Debtor's Chapter 11 Plan of
Reorganization, dated Feb. 11, 2009, is available at:

     http://bankrupt.com/misc/ShearinFamilyChapter11Plan.pdf

A full-text copy of the Debtor's Disclosure Statement, dated
Feb. 11, 2009, in support of its Chapter 11 Plan of Reorganization
is available at:

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

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SIRIUS XM: Creditors Threaten to Remove CEO Mel Karmazin From Co.
-----------------------------------------------------------------
Matthew Karnitschnig at The Wall Street Journal reports that a
group of Sirius XM Radio Inc. creditors said that it will ask the
company to oust CEO Mel Karmazin and other senior executives if
the firm files for bankruptcy.

WSJ quoted Edward Weisfelner -- a partner with Brown Rudnick LLP,
the law firm representing the creditor group -- as saying,
"Creditors will act quickly and definitively if they perceive that
management is acting in their own interest and not in the best
interest of the estate.  The board of directors should carefully
consider the ramifications."  WSJ states that creditors could ask
the bankruptcy judge to remove management and put the firm under
the supervision of an independent trustee.

James Callan at Bloomberg News relates that Sirius XM said that it
may have to file for bankruptcy as early as February 17 if it
fails to strike an agreement with its creditors to refinance debt.
Sirius XM, says Bloomberg, is facing repayment on
$175 million in bonds this week.

Sirius XM said in a statement, "The management of Sirius XM is
continually working to ensure the best possible outcome for the
enterprise."  WSJ relates that Sirius's board, which includes Mr.
Karmazin, planned to hold a meeting over the weekend to determine
the company's course, and a final decision was expected on Monday.

According to WSJ, some bondholders in the creditor group believe
that Mr. Karmazin and his team jeopardized Sirius XM's liquidity
by not immediately refinancing its debt in July 2008, after the
firm's merger with XM closed.  People familiar with the matter
said that at least two banks were prepared to refinance Sirius
XM's debt at that time, but management decided to hold off in the
hope that the market environment would improve, WSJ states.  Weeks
later, the financial crisis hit, making it hard for firms to
refinance debt, the report says.

       Exchange of $172.5MM of Convertible Sr. Notes Due 2009
             for New Senior Secured Notes Due 2011

Sirius XM said that XM Satellite Radio Holdings Inc., its wholly-
owned subsidiary, had exchanged approximately $172.5 million
aggregate principal amount of its outstanding 10% Convertible
Senior Notes due December 2009 for a like principal amount of its
newly issued Senior Secured Notes due 2011.  An aggregate of
$400 million in principal amount of the 10% Convertible Senior
Notes due December 2009 was outstanding prior to this transaction.

Citing people familiar with the matter, Bloomberg states that the
$175 million in bonds due February 17 are held by Charles Ergen's
EchoStar Corp., which has been purchasing some of Sirius XM's debt
after that company turned down an unsolicited takeover offer.
According to Bloomberg, Mr. Karmazin is negotiating with John
Malone's Liberty Media Corp. about a possible transaction.  The
report says that an agreement with either EchoStar or Liberty
Media may prevent Sirius XM's bankruptcy.

The New York Post, citing a person familiar with the matter,
relates that Mr. Malone has offered Sirius XM a bridge loan of
several hundred million dollars to pay the debt maturing this
week.  "There's an array of possible solutions now including the
Liberty Media white knight trying to counter Ergen.  It's still up
in the air whether they head to bankruptcy or prepackaged
bankruptcy or if there's any value that could be left for common
shareholders," Bloomberg quoted Miller & Tabak Co. analyst David
Joyce as saying.  Mr. Joyce cut has his rating on Sirius XM shares
to "sell", Bloomberg says.

The new Senior Secured Notes will mature on June 1, 2011.  The
notes will bear interest at the following rates:  initially at 10%
per annum paid in cash; from December 1, 2009 to December 1, 2010,
at 10% per annum paid in cash and 2% per annum paid in kind; and
from December 1, 2010 to maturity, at 10% per annum paid in cash
and 4% per annum paid in kind.  After the exchange, approximately
$227.5 million aggregate principal of XM Holdings' 10% Convertible
Senior Notes due 2009 will remain outstanding.  Sirius XM received
no proceeds from the exchange.

The purchasers of the new Senior Secured Notes will be paid an
aggregate structuring fee of $9.45 million, $5.07 million of which
was paid in cash and $4.38 million of which was paid in the form
of shares of Sirius XM's common stock based on the closing sales
price of the ccommon stock on February 12, 2009, which was $0.074
per share.

The exchange of 10% Convertible Senior Notes due 2009 for new
Senior Secured Notes is part of a larger restructuring effort.
Sirius XM is in discussions with others with respect to
transactions that could refinance some of its and its
subsidiaries' indebtedness.  These transactions may not be
successfully consummated.  If these transactions are not
consummated, it may be forced to file for bankruptcy protection as
early as February 17, 2009.

The new Senior Secured Notes and the shares of the company's
common stock were issued today in private placement transactions
exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), pursuant to Section 4(2)
thereof and have not been registered under the Securities Act or
any state securities laws.  Unless so registered, neither the new
Senior Secured Notes nor the shares of the company's common stock
may be offered or sold in the United States absent an applicable
exemption from registration requirements under the Securities Act
and any applicable state securities laws.  This news release does
not constitute an offer to sell, or the solicitation of an offer
to buy the notes or the shares of the company's common stock.

                       About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
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.


SIRIUS XM: Liberty Media May Offer $250MM in Senior Secured Loan
----------------------------------------------------------------
The Financial Times reports that people familiar with the matter
said that Liberty Media Corp. may offer $250 million in a senior
secured loan to rescue Sirius XM Radio Inc., which is facing a
debt deadline.

Sources said that the $175 million in bonds due February 17 are
held by Charles Ergen's EchoStar Corp., which has been purchasing
some of Sirius XM's debt after that company turned down an
unsolicited takeover offer, Bloomberg relates.  According to WSJ,
Mr. Ergen had been seeking outright control in return for a
$500 million investment and an agreement to restructure about $400
million in Sirius XM debt that he holds.  Sirius XM, says WSJ,
must pay about $175 million in notes held by Mr. Ergen.  WSJ
reports that Sirius XM has warned that it would have to file for
bankruptcy if it fails to secure a deal.

Citing people familiar with the matter, Matthew Karnitschnig at
The Wall Street Journal states that Liberty Media Inc. was near a
deal on Monday to invest in Sirius XM in return for a major stake.
Sirius XM and Liberty Media are negotiating the final details,
says WSJ.  According to WSJ, sources said that Liberty Media would
invest several hundred million dollars in Sirius XM in two stages
and eventually control about half of the firm.

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.


SIRIUS XM: S&P Assigns 'CCC-/CC' Rating on Shelf Registration
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its issue-level
ratings on debt issued by Sirius XM Radio Inc. and its
subsidiaries and removed the ratings from CreditWatch with
negative implications, where they were placed on Jan. 16, 2009.
S&P also assigned a preliminary 'CCC-/CC' rating to Sirius XM
Radio's mixed Rule 415 shelf registration.

S&P made these changes to the issue-level and recovery ratings at
Sirius XM Radio Inc.: S&P affirmed the 'B-' issue-level rating on
the senior secured term debt due 2012 and removed it from
CreditWatch, leaving the recovery rating unchanged at '1',
indicating S&P's expectation of very high (90%-100%) recovery.
S&P also affirmed the 'CCC-' issue-level ratings on the 9.625%
notes due 2013, the 3.25% notes due 2011, and the 2.5% notes due
Feb. 15, 2009, and removed them from CreditWatch.  S&P assigned a
recovery rating of '5' to the notes, indicating S&P's expectation
of modest (10%-30%) recovery.

In addition, S&P affirmed the 'CC' issue-level rating on the 8.75%
subordinated notes due Sept. 29, 2009, and removed them from
CreditWatch.  S&P also assigned a recovery rating of '6' to the
notes, indicating S&P's expectation of negligible (0%-10%)
recovery.

Standard & Poor's also made these changes to the issue-level and
recovery ratings on XM Satellite Radio Holdings Inc.: S&P affirmed
the 'CC' issue-level rating on the 10% convertible notes due Dec.
1, 2009, and removed them from CreditWatch.  S&P also assigned a
recovery rating of '6' to the notes, indicating S&P's expectation
of negligible (0%-10%) recovery.

In addition, Standard & Poor's made these changes to the
issue-level and recovery ratings on XM Satellite Radio Inc.: S&P
raised the issue-level rating on the senior convertible notes due
May 5, 2009, to 'B-' from 'CCC+' and removed it from CreditWatch,
leaving the recovery rating on this debt unchanged at '1',
indicating S&P's expectation of very high (90%-100%) recovery.
S&P also raised the issue-level ratings on the 10% senior secured
discount convertible notes due Dec. 31, 2009 to 'B-' from 'CCC'
and removed them from CreditWatch.  S&P also assigned a recovery
rating of '1' to the notes, indicating S&P's expectation of very
high (90%-100%) recovery.

S&P also lowered the issue-level ratings on the 13% senior notes
due 2014 and the 9.75% senior notes due 2014 to 'CC' from 'CCC-'
and removed them from CreditWatch.  S&P also assigned a recovery
rating of '6' to the notes, indicating S&P's expectation of
negligible (0%-10%) recovery.  In addition, S&P affirmed the 'CC'
issue-level on the 7% subordinated exchangeable notes due 2014 and
removed them from CreditWatch.  S&P also assigned a recovery
rating of '6' to the notes, indicating S&P's expectation of
negligible (0%-10%) recovery.

The revision of the issue-level and assignment of recovery rating
reflects the removal of the issue-level ratings from CreditWatch
and a change in S&P's recovery rating methodology.  (For the
complete recovery analysis, see the recovery report on XM Sirius,
to be published on RatingsDirect immediately following the release
of this article.)

                           Ratings List

                       Sirius XM Radio Inc.

     Corporate Credit Rating                CCC/Negative/--

                         Rating Assigned

                       Sirius XM Radio Inc.

      Mixed Rule 415 shelf registration     CCC-/CC (prelim)

               Downgraded; Recovery Rating Assigned

                     XM Satellite Radio Inc.

                                        To         From
                                        --         ----
Senior Unsecured (2 issues)             CC         CCC-/Watch Neg
   Recovery Rating                      6

                        Ratings Withdrawn

                     XM Satellite Radio Inc.

                                        To         From
                                        --         ----
Senior Unsecured (1 issue)             NR         CCC-/Watch Neg

                         Ratings Affirmed

                       Sirius XM Radio Inc.

                                        To         From
                                        --         ----
Senior Secured (1 issue)               B-         B-/Watch Neg
  Recovery rating                       1                  1

            Ratings Affirmed; Recovery Rating Assigned

                       Sirius XM Radio Inc.

                                        To         From
                                        --         ----
Senior Unsecured (3 issues)            CCC-       CCC-/Watch Neg
  Recovery Rating                       5
Subordinated (1 issue)                 CC         CC/Watch Neg
  Recovery Rating                       6

                  XM Satellite Radio Holdings Inc.

                                  To         From
                                  --         ----
Senior Unsecured (1 issue)       CC                 CC/Watch Neg
  Recovery Rating                 6

                     XM Satellite Radio Inc.

                                        To         From
                                        --         ----
Subordinated (1 issue)                 CC         CC/Watch Neg
  Recovery Rating                       6

                             Upgraded

                      XM Satellite Radio Inc.

                                       To         From
                                       --         ----
Senior Secured (1 issue)               B-         CCC+/Watch Neg
  Recovery Rating                      1                  1

                Upgraded; Recovery Rating Assigned

                     XM Satellite Radio Inc.

                                        To         From
                                        --         ----
Senior Secured (1 issue)               B-         CCC/Watch Neg
   Recovery Rating                      1


SOLOMON TECHNOLOGIES: Jezebel Demands Payment of Promissory Note
----------------------------------------------------------------
On February 11, 2009, Solomon Technologies Inc. received notice
from Jezebel Management Corporation with respect to Jezebel's
senior secured promissory note dated March 16, 2005. Jezebel's
promissory note is one of nine similar such notes that were due on
January 15, 2009.

Jezebel demanded payment of the principal balance of its note in
the amount of $728,000 plus accrued interest in the amount of
$273,678.

The President of Jezebel is Michael A. D'Amelio, a director of the
Company and its Secretary.

In a separate regulatory filing, the Company disclosed that on
December 8, 23, and 29, 2008 and on January 15, 2009, it issued a
total of 8,169,347 shares of common stock, par value $.001 per
share, to one holder of its Senior Secured Promissory Notes upon
conversion of $59,000 of that holder's Note.

On December 31, 2008, the Company granted to four individuals non-
qualified options to purchase a total of ten million shares of
Common Stock in consideration of their services during 2008 as
outside directors of the Company.  The principal terms of the
options are an exercise price of $0.0068 per share, the right to
pay the exercise price on a "cashless" basis, an expiration date
of December 31, 2013, and the right to register the underlying
shares of common stock on a piggyback basis.  Additionally, the
Company granted two individuals non-qualified options to purchase
a total of five million shares of Common Stock in consideration of
their services during 2008 as consultants to the Company and one
individual a non-qualified option to purchase one million shares
of Common Stock in consideration of his services during 2008 as
the Company's principal executive officer.  These options grants
are identical to the options granted to the directors.

On January 26, 2009, the Company issued 2,588,235 restricted
shares of its Common Stock to a consultant as payment for
accounting and tax services previously rendered to the Company. On
January 26, 2009, the Company also issued 8,353,765 restricted
shares of its Common Stock to a consultant as payment for legal
services previously rendered and expenses previously incurred and
for legal services to be rendered in 2009 to the Company.  On
January 26, 2009, the Company also issued 2,941,176 shares of its
Common Stock to the Company's 401(k) Plan for the benefit of its
employees. On January 26, 2009, the Company also issued 12,000,000
and 20,000,000 restricted shares of its Common Stock to Gary M.
Laskowski, the Company's Chairman of the Board and to Michael A.
D'Amelio, a director and senior manager, respectively, in partial
discharge of the Company's obligations to these two individuals'
under their existing employment agreements..

On January 29, February 3, 5, 9, and 10, 2009, the Company issued
49,188,315 shares of Common Stock to four holders of its Variable
Rate Self-Liquidating Senior Secured Convertible Debentures due
September 1, 2009.  These shares of Common Stock were issued both
pursuant to the pre-redemption provisions of the Debentures and
pursuant to separate redemption agreements.

                   About Solomon Technologies

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/--
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems.

                           *     *     *

Eisner LLP, in New York, expressed substantial doubt about Solomon
Technologies Inc.'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 reported that the
company has incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.

As of September 30, 2008, the Company's balance sheet showed total
assets of $8,612,539 and total liabilities of $13,887,985,
resulting in a capital deficiency of $5,275,446.


SONIC AUTOMOTIVE: Managing Consultancy Cues S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Charlotte, North Carolina-based Sonic
Automotive Inc. to 'CCC+' from 'B+'.  At the same time, S&P
lowered its rating on the company's subordinated debt to 'CCC-'
from 'B-'; the recovery rating is unchanged, at '6', indicating
that lenders can expect negligible (0 to 10%) recovery in the
event of a payment default.  All ratings except the recovery
rating were placed on CreditWatch with developing implications.

These actions follow Sonic's announcement that it has hired a
financial firm to advise it on managing its 2009 and 2010 debt
maturities.  Sonic's action is a departure from S&P's expectation
that it would pay down its 2009 maturity with funds from its
revolving credit facility and raises the possibility that the
company may not be willing to use its financial capacity to meet
its near-term obligations in full.

In S&P's view, Sonic's evaluation of its entire capital structure
and liquidity situation indicates the company will have a more
difficult year ahead than S&P had previously factored into the
ratings.  In addition to hiring an adviser, the company yesterday
suspended its dividend to shareholders.  Sonic's tight near-term
liquidity has been exacerbated by the U.S. recession, which has
caused consumers to defer vehicle purchases and maintenance.  Also
of concern are the weak credit markets, which, in S&P's view, make
the near-term outlook for speculative-grade issuance or
refinancing more challenging.  Although Sonic has not yet reported
fourth-quarter 2008 results, S&P does not expect it to report
positive cash flow after capital spending for the full year.
Sonic had $7.3 million in cash on the balance sheet as of Sept.
30, 2008.

In 2009, S&P expects significantly lower discretionary spending on
acquisitions, as well as lower capital expenditures and less-
aggressive stock repurchases to allow Sonic to generate a small
amount of free operating cash flow.  Sonic expects to reduce its
capital expenditures to $25 million from an estimated
$122 million in 2008 with the completion of certain systems
investments.  Sonic derives some financial flexibility from
numerous dealerships that could be sold to raise cash, but current
depressed market prices limit cash realization prospects.

Sonic will likely be required to take further non-cash goodwill
impairment charges in the near term because of depressed market
conditions.  This would signal a permanent reduction in the value
of previously acquired franchises and, thus, lower expected future
profits and likely lower credit measures.  Sonic's annual goodwill
impairment test was conducted at Dec. 31, 2008.

The CreditWatch developing listing reflects the likelihood that
the ratings could be raised or lowered during the next 90 days.
S&P expects to resolve the CreditWatch listing after the company
discloses details of its refinancing plan.  If the plan includes
what S&P view to be a distressed exchange, S&P would expect to
lower the corporate credit rating to 'CC.'  Upon completion of the
exchange, S&P would expect to lower the corporate credit rating to
'SD' (selective default) and the affected issue ratings to 'D'
(default).  S&P would then, shortly thereafter, assign a new
corporate credit rating reflecting the company's new capital
structure, maturity schedule, and other financial and business
risk factors following the financial restructuring.  On the other
hand, if Sonic addresses its near-term maturities in a manner that
fully meets its previous obligations to creditors and resolves its
liquidity challenges, including the 2010 revolving facility
expiration and tight covenants, S&P could return the corporate
credit rating to the 'B' category, despite serious industry
challenges for 2009.


SP ACQUISITION: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
SP Acquisition Holdings, Inc., received on February 10, 2009, a
letter from the Corporate Compliance Department of NYSE Alternext
US LLC, notifying the Company that it is below certain of the
Exchange's continued listing standards in that it had failed to
hold an annual meeting of stockholders in 2008, in violation of
Section 704 of the NYSE Alternext US LLC Company Guide.  The
Company was afforded the opportunity to submit a plan to the
Exchange by March 10, 2009, advising the Exchange of actions it
has taken or will take that will bring the Company into compliance
with Section 704 of the Company Guide.

The Company will hold a meeting of stockholders to approve an
initial business combination if it enters an agreement for an
initial business combination.  If the Company is unable to
complete a business combination, its corporate existence will
cease except for the purposes of winding up its affairs and
liquidating.  The Company intends to prepare the Plan and submit
it to the Exchange by March 10, 2009.  If the Exchange determines
that the Company has made a reasonable demonstration in the Plan
of its ability to regain compliance with all applicable continued
listing standards by August 11, 2009, the Exchange will accept the
Plan and the Company will remain listed.  If the Company does not
submit a plan or if the Exchange does not accept the Plan, the
Company will be subject to delisting procedures as set forth in
Section 1010 and part 12 of the Company Guide.  The Company
anticipates that it will be able to regain compliance with Section
704 of the Company Guide by the Deadline.

                   About SP Acquisition Holdings

SP Acquisition Holdings, Inc. (Symbol: DSP) is a newly organized
blank check company formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses or assets, with a
focus on the United States, Europe and Asia, that may provide
significant opportunity for growth, but not limited to a
particular industry.


STAR BULK: Agrees With Its Lenders on Loan Covenant Waivers
-----------------------------------------------------------
Star Bulk Carriers Corp. reached agreements in principle with its
lenders to obtain waivers for certain covenants including minimum
asset coverage covenants contained in its loan agreements.

With respect to the $120 million facility, the lender will waive
the loan-to-value ratio covenant through January 31, 2010.  The
Company will provide a first preferred mortgage on the currently
debt-free vessel Star Alpha and pledge an account containing
$6 million as further security for this facility.

With respect to the $150 million facility, the lenders will waive
the security cover requirement through February 28, 2010, and the
Minimum Asset Coverage Ratio for the year 2010 will be reduced to
110% from 125%.  The Company will provide first preferred
mortgages on the currently debt-free vessels Star Kappa and Star
Ypsilon and will pledge an account containing $9 million as
further security for this facility.

With respect to the $35 million facility, the lender will waive
the security cover requirement through February 28, 2010, and the
Minimum Asset Coverage Ratio for the year 2010 will be reduced to
110% from 125%.  The Company will pledge an account containing
$5 million as further security for this facility.

The interest spread for each of the above loans will be adjusted
to 2% per annum for the duration of the respective waiver period.
The above agreements require final approval by the credit
committees of the respective lenders.

Under the terms of the agreements, the Company's cash dividends
and its share repurchases are being suspended.

Akis Tsirigakis, CEO of Star Bulk, commented: "We are pleased with
the successful outcome of our discussions with our lenders and the
recent significant fleet employment developments strengthening the
position of the Company in the current market environment.  Our
fleet's contracted operating days coverage is now 93% in 2009 when
taking into account time charter and COA contracts, providing
significant cash flow visibility.  The suspension of our dividend
will reinforce our liquidity and balance sheet."

                          About Star Bulk

Star Bulk Carriers Corp. (SBLK) is a global shipping company
providing worldwide seaborne transportation solutions in the dry
bulk sector.  Star Bulk's vessels transport major bulks, which
include iron ore, coal and grain and minor bulks such as bauxite,
fertilizers and steel products.  Star Bulk was incorporated in the
Marshall Islands on December 13, 2006, and is headquartered in
Athens, Greece. Its common stock and warrants trade on the Nasdaq
Global Market under the symbols "SBLK" and "SBLKW" respectively.
Currently, Star Bulk has an operating fleet of 12 dry bulk
carriers.  The total fleet consists of four Capesize, and eight
Supramax dry bulk vessels with an average age of approximately 9.7
years and a combined cargo carrying capacity of 1,106,250
deadweight tons.


STONELEIGH PARTNERS: Receives Non-Compliance Notice From NYSE
-------------------------------------------------------------
Stoneleigh Partners Acquisition Corp. received a notice from the
NYSE Alternext US, LLC indicating that it was below certain
additional continued listing standards of the Exchange,
specifically that the Company had not held an annual meeting of
stockholders in 2008, as set forth in Section 704 of the
Exchange's Company Guide.

The notification from the Exchange indicates that the Company has
until March 10, 2009 to submit a plan advising the Exchange of
action it has taken, or will take, that would bring the Company
into compliance with all continued listing standards by August 11,
2009.

Upon receipt of the Company's plan, which the Company anticipates
filing with the Exchange prior to the March 10, 2009 deadline, 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, in which case the plan will be accepted.

If 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 Company's plan is
not accepted, the Exchange could initiate delisting procedures
against the Company.

South Norwalk, Connecticut-based Stoneleigh Partners Acquisition
Corp. (NYSE Alternext US: SOC.U, SOC and SOC.WS) is a blank check
company formed for the purpose of effecting a merger, capital
stock exchange, stock purchase, asset acquisition or other similar
business combination with one or more operating businesses.


TAILWIND FINANCIAL: Receives Non-Compliance Notice From NYSE
------------------------------------------------------------
Tailwind Financial Inc. (NYSE Alternext US: TNF)(NYSE Alternext
US: TNF.U)(NYSE Alternext US: TNF.WS), a special purpose
acquisition company, intends to submit a plan to the NYSE
Alternext US LLC to hold an election of directors at the special
meeting of stockholders that will be held in April to approve
matters relating to the proposed transaction with Allen-Vanguard
Corporation announced in January.  This plan has been requested by
the Exchange in conjunction with the Exchange's listing standards.

On February 10, 2009, the Company received a notice from the
Exchange indicating that the Company was not in compliance with
Section 704 of the NYSE Alternext US LLC Company Guide, because 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.

                     About Tailwind Financial

Tailwind Financial Inc. (NYSE Alternext US: TNF)(NYSE Alternext
US: TNF.U)(NYSE Alternext US: TNF.WS) - http://www.tailwindfc.com/
-- was incorporated in Delaware on June 30, 2006 as a special
purpose acquisition company whose objective is to acquire, through
a purchase, asset acquisition, or other business combination, one
or more operating businesses.

Tailwind completed its initial public offering on April 17, 2007
raising proceeds of US $100 million which is held in trust.  All
of the funds held in Tailwind's trust account are invested in the
JPMorgan 100% U.S. Treasury Securities Money Market Fund.


TEREX CORPORATION: Moody's Reviews 'Ba2' Rating for Possible Cut
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Terex
Corporation, Corporate Family Rating at Ba2, under review for
possible downgrade.  The rating action follows Terex's
significantly reduced revenue guidance for 2009.  Prospective
performance has been adversely affected by lower orders received
across its businesses as well as well as the impact of the higher
value of the U.S. dollar.  The weaker business results imply
greater leverage, lower interest coverage, and reduced funds from
operations through 2009.  In a related rating action, Moody's
lowered Terex's speculative grade liquidity rating to SGL-3 from
SGL-1.

Terex recently announced that it expects 2009 net sales to decline
in the range of 30% - 35% compared to 2008, of which 13% is the
estimated translation effect of foreign currency exchange rate
changes.  Segment sales for each business are expected to be down.
As compared to 2008, the Aerial Work Platforms and Utility
Products businesses are expected to be down 35% - 45%,
Construction and Roadbuilding businesses to be down 25% - 35%, the
Cranes business to be down 25% - 35% and the Materials Processing
and Mining businesses to be down 25% - 35% in 2009. These declines
for 2009 exceed Moody's previous expectations.

Moody's also lowered Terex's speculative grade liquidity rating to
SGL-3 from SGL-1 due to the likely erosion of the company's
liquidity profile resulting from the business deterioration and
the company's ability to access its core revolving credit
facility.  Cash generation will be below Moody's prior
expectations and the company has indicated that it may likely be
in violation of the consolidated fixed charge coverage ratio
covenant under its bank credit agreement as early as the end of
1Q09.  Moody's notes that Terex is presently negotiating with its
bank group for financial covenant relief.  As of December 31, 2008
the company had approximately $484.4 million of cash balances.

Moody's review is focusing on the impact that the company's
reduced revenues for 2009 will have on debt protection measures
and Terex's ability to implement restructuring actions to enhance
operating cash flow.  The review will also assess the company's
ability to negotiate financial covenant relief with its bank group
and the resulting impact on the company's liquidity profile
including retaining access to its $700 million revolving credit
facility and maintaining adequate headroom under revised
covenants.

Ratings under review:

  -- Corporate family rating at Ba2;

  -- Probability of default at Ba2;

  -- $896 million senior secured bank credit facility (benefiting
     from subsidiary guarantees) at Baa2 (LGD1, 9%);

  -- $300 million senior subordinated notes due 2014 (benefiting
     from upstream guarantees) at Ba1 (LGD3, 35%); and,

  -- $800 million senior subordinated notes due 2017
     (unguaranteed) at Ba3 (LGD5, 76%).

The last rating action was on December 10, 2008 at which time
Moody's affirmed the Ba2 corporate family rating.

Terex Corporation is a diversified global manufacturer supporting
construction, mining, utility and other end markets.  Revenues for
FY08 were approximately $9.9 billion.


TM ENTERTAINMENT: Receives Notice of Delisting From NYSE
--------------------------------------------------------
TM Entertainment and Media, Inc. received on February 10, 2009, a
notice from NYSE Alternext US indicating that the Company is below
certain of the Exchange's continued listing standards due to its
failure to hold an annual meeting of stockholders in 2008 as set
forth in Section 704 of the Exchange's Company Guide.  The Company
was afforded the opportunity to submit a plan of compliance to the
Exchange by March 10, 2009 that demonstrates the Company's ability
to regain compliance with Section 704 of the Company Guide by
August 11, 2009.  If the Company does not submit 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.

TM Entertainment and Media has set an annual meeting of
stockholders for April 14, 2009.  The Company has responded to the
Exchange's notice and anticipates that the Exchange will accept
the Company's plan to hold an annual meeting as its plan of
compliance. If the Exchange accepts the Company's plan of
compliance, the Company's listing will be continued until the
annual meeting.  Following the annual meeting, the Company expects
that the Exchange will determine that the Company is in compliance
with the Exchange's listing standards.

                 About TM Entertainment and Media

New York-based TM Entertainment and Media, Inc. (TMI) is a
Delaware blank check company incorporated on May 1, 2007 in order
to serve as a vehicle for the acquisition of an operating business
in the entertainment, media, digital and communications industries
and to seek out opportunities both domestically and
internationally to take advantage of the Company's management
team's experience in these markets.


TRUMP ENTERTAINMENT: May File for Chapter 11 Bankruptcy Today
-------------------------------------------------------------
Casino group Trump Entertainment Resorts Inc. is expected to file
a Chapter 11 bankruptcy petition on February 17, at the bankruptcy
court in Camden, New Jersey, Jeffrey Mccracken and Tamara Audi at
The Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, sources said that Trump Entertainment's board
was scheduled to meet on Monday night to decide whether the
company should file for bankruptcy protection.  Trump
Entertainment would otherwise be forced into bankruptcy
involuntarily by creditors, the report states, citing the sources.

WSJ relates that a bankruptcy filing by Trump Entertainment today
would mark its third appearance in bankruptcy court.  Trump
Entertainment, says WSJ, recently emerged from bankruptcy
proceedings in 2005.  WSJ reports that any filing would likely be
in Camden, where Trump Entertainment entered its previous
petition.

WSJ, citing people familiar with the matter, states that the board
wouldn't be aligning Trump Entertainment with reorganization plans
set out by either Mr. Trump or company bondholders, if it the firm
decides to file for bankruptcy.

According to WSJ, Trump Entertainment has employed Weil Gotshal &
Manges LLP as its bankruptcy counsel and Lazard Ltd. as its
financial advisers, while bondholders hired Stroock & Stroock &
Lavan LLP as bankruptcy counsel and Houlihan Lokey Howard & Zukin
as financial advisers.

About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Trump Entertainment Resorts, Inc. reported that for three months
ended Sept. 30, 2008, its net loss was 139.1 million compared to
net income of $6.6 million for the same period in the previous
year.

For nine months ended Sept. 30, 2008, the company's net loss was
$187.6 million compared to net loss of $15.0 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.07 billion, total liabilities of $2.03 billion and
shareholders' deficit of about $44.8 million.

The Wall Street Journal says that Trump Entertainment has a total
of $1.25 billion in bond debt, and has about $500 million in bank
debt.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


UNIPROP MANUFACTURED: Will Default on First Mortgage Loan
---------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund does not
generate sufficient cash flow from operations to fund the required
debt service payments on the first mortgage loan, Principal
Financial Officer Joel Schwartz of P.I. Associates Limited
Partnership, the General Partner of the Fund, disclosed in a
regulatory filing dated February 10, 2009.

Similarly, Mr. Schwartz said, the interest reserve provided for in
the mortgage loan to supplement cash flow from operations has been
fully depleted and will, therefore, be unavailable to fund future
debt service payments.  "Effective with the scheduled mortgage
loan payment due February 10, 2009, the Fund has not made the
required debt service payment and will be in default under the
first mortgage loan documents.  The first mortgage lender has not
shown a willingness to modify the existing loan documents and is
likely to pursue any and all remedies available including
foreclosure proceedings on the Fund's two remaining properties;
namely, Aztec Estates and Old Dutch Farms."

"The Fund has and will continue to seek funding for replacing the
mortgage debt but no such replacement financing has materialized
to date and none is likely to emerge in the near future."

"The Fund will also have increased debt service requirements on
its term loan with National City Bank starting in March 2009.
This loan is guaranteed by an individual affiliated with the
General Partner.  It is unlikely that the Fund will generate
adequate funds to service this debt.  In such event, the bank is
likely to declare the loan in default and enforce its rights
against the Guarantor to satisfy the obligation."

"Until further notice, all transfers of partnership interests will
be suspended.  Special circumstances will be evaluated on a case-
by-case basis," Mr. Schwartz said.

                          About Uniprop

Headquartered in Birmingham, Michigan, Uniprop Manufactured
Housing Communities Income Fund -- http://www.uniprop.com/-- a
Michigan Limited Partnership, was originally formed to acquire,
maintain, operate and ultimately dispose of income producing
residential real properties consisting of four manufactured
housing communities.  The general partner of the partnership is
P.I. Associates Limited Partnership.

For the nine months ended September 30, 2008, the Partnership
incurred a net loss from continuing operations of $150,381. As of
September 30, 2008, the Partnership had an accumulated deficit of
$5,027,579 and insufficient cash on hand to meet its expected
liquidity requirements after the next two to three months. These
factors raise substantial doubt as to the Partnership's ability to
continue as a going concern.

As of September 30, 2008, the Company's balance sheet showed total
assets of $10,532,555 and total liabilities of $15,560,134,
resulting in total partners' deficit of $5,027,579.


UNIVERSAL FOG: Posts 46,413 Net Loss in Quarter ended Dec. 31
-------------------------------------------------------------
Universal Fog, Inc., disclosed in a regulatory filing its
financial results for the three and six months ended Dec. 31,
2008.  Net loss for the three months ended Dec. 31, 2008, was
$46,413, an increase of $41,822 compared with a net loss for the
three months ended Dec. 31, 2007 of $4,591.

Net loss for the six months ended Dec. 31, 2008, was $55,186, a
decrease of $7,080 or 11% compared to net loss for the six months
ended December 31, 2007 of $62,266.

                  Liquidity and Capital Resources

The company has a working capital deficit of $860,611 as of
Dec. 31, 2008.

During the six months ended Dec. 31, 2008, net cash increased by
$91,368 or 259%, consisting of $123,209 used in operating
activities, $35,627 used in investment activities, $254,859
provided by financing activities and effects of foreign exchange
on cash of $4,655.

Net cash used in operating activities increased $41,119 or 50%
during the six-month period ended Dec. 31, 2008, versus the
comparable period in 2007.  This increase was due to changes in
working capital associated with the increase in inventory
purchases, accounts receivable and prepaid expenses resulting from
the increase of production and sales activities.

The drivers of cash used in investing activities were capital
spending.  Cash used in investing activities was $35,627 and
$1,917 for the six months ended Dec. 31, 2008, and 2007.  During
the six months ended Dec. 31, 2008, a total of $35,627 cash
outflow was used to purchase new equipment and additions to
facilities.

Net cash provided by financing activities for the six months ended
Dec. 31, 2008, consisted of proceeds from related party debt of
$253,395, which is a critical source of its working capital
funding.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $2,604,886, total liabilities of $1,225,925, and stockholders'
equity of $1,378,961.

                        Going Concern Doubt

The Company had an accumulated deficit of $254,614 and a working
capital deficit of $860,611 as of Dec. 31, 2008.

Management has taken actions to revise its operating and financial
requirements, which it believes are sufficient to provide the
Company with the ability to continue as a going concern.  During
the inception period from Dec. 14, 2003 through Dec. 31, 2008, the
Company relied for its financing needs on its majority owner; Xin
Sun.

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

                http://ResearchArchives.com/t/s?3984

                      About Universal Fog Inc.

Headquartered in China, Universal Fog, Inc. (OTC:UVFO)  --
http://www.unifog.com/-- was engaged in manufacturing systems for
outdoor cooling United States.  Pursuant to an Asset Purchase and
Sale Agreement dated Sept. 10, 2007, the Company transferred all
of its assets and liabilities to Universal Fog Systems, Inc., and
the Company is no longer an operating company.  As of December 31,
2007, the Company is no longer engaged in its businesses. It has
no franchises as of December 31, 2007.


WESTAFF INC: Liquidity Cues Auditor to Raise Going Concern Doubt
----------------------------------------------------------------
On Feb. 11, 2009, BDO Seidman, LLP in San Francisco, California
raised substantial doubt about Westaff Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the years ended Nov. 1, 2008, and Nov. 3, 2007.

Through November 1, 2008, the Company has experienced significant
loss of revenue in its domestic business operations, continues to
experience operating losses, and continues to be in default of
certain covenants in its lending agreements with U.S. Bank.  The
Company's primary credit facility is a financing agreement that
the Company has (through its subsidiary Westaff (USA), Inc.) with
U.S. Bank National Association, as agent for itself and Wells
Fargo Bank, National Association, as lenders, which provides for a
five-year revolving credit facility.

The Company is currently in default under certain covenants of the
Financing Agreement and has entered into a Forbearance Agreement
with U.S. Bank and Wells Fargo that provides for a forbearance
period ending on Dec. 19, 2008.  While the Company is negotiating
with its lenders for a waiver or continued forbearance in respect
of this default, there can be no assurances that a waiver or
continued forbearance can be obtained.  If the Company is unable
to obtain a waiver or continued forbearance from U.S. Bank on
acceptable terms, the Company may be unable to access the funds
necessary for its liquidity requirements or may be unable to
obtain letters of credit under the facility needed for the Company
to obtain workers' compensation insurance.

These liquidity issues raise substantial doubt about whether the
Company will continue as a going concern. The Company has been in
communication with its lender as to the steps it needs to take.

At Nov. 1, 2008, the company's balance sheet showed total assets
of $74,991,000, total liabilities of $56,372,000 and stockholders'
equity of $18,619,000.

For year ended Nov. 1, 2008, the company posted net loss of
$46,298,000 compared with net loss of 1,934,000 for the same
period in the previous year.

The Company requires significant amounts of working capital to
operate its business and to pay expenses relating to employment of
temporary employees.

A full-text copy ofe the Form 10-K is available for free at:

              http://ResearchArchives.com/t/s?3987

                         About Westaff

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.

The Troubled Company Reporter reported on Dec. 22, 2008, that
Westaff (USA), Inc., a subsidiary of Westaff, Inc., entered into a
Second Amendment to Second Amended and Restated Forbearance
Agreement, with the company, as parent guarantor, certain lenders
party thereto and U.S. Bank National Association, as agent for the
Lenders.  The parties to the Second Amendment to Second Amended
and Restated Forbearance Agreement are parties to a Financing
Agreement, dated as of Feb. 14, 2008.  Pursuant to the terms of
the Second Amendment to Second Amended and Restated Forbearance
Agreement, the Agent and the Lenders have agreed to continue to
forbear from exercising any of their default rights and remedies
through Dec. 19, 2008, with regard to the Existing Events of
Default so long as no additional Events of Default occur through
Dec. 19, 2008.


WOOD PILE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Jack Hagel at The News & Observer reports that The Wood Pile LLC
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of North Carolina due to
credit freeze and poor economy.

According to The News & Observer, Wood Pile listed $20 million in
assets and $12.6 million in liabilities.  The report says that The
Wood Pile owns at least 30 downtown Raleigh tracts, including
almost an entire block east of City Market.

The News & Observer relates that The Wood Pile's plan to construct
up to 200 market-rate apartments on the two-acre assemblage drew
criticism last year from residents in the southeast Raleigh
neighborhood who worried that rents would be too high.  The Wood
Pile's owner, Gordon Smith III, said that the project is on hold
indefinitely, according to the report.  Mr. Smith, says the
report, hopes to revive the apartment project once lenders soften.

Much of the The Wood Pile's debt, according to The News &
Observer, came due in January 2009.  The Wood Pile failed to pay
the debt or refinance, the report says, citing Mr. Smith.

Mr. Smith said that Long View Center, the former Tabernacle
Baptist Church at 118 S. Person St. now used as offices and a
venue for worship, concerts, and other events will continue to
operate as The Wood Pile reorganizes, The News & Observer relates.

According to The News & Observer, Mr. Smith said that it is too
early to say which, if any, properties would be sold for The Wood
Pile to be able to pay creditors.  "A very good team of
individuals has been formed for the management and reorganization
of these real estate assets," the report quoted Mr. Smith as
saying.

The News & Observer reports that if The Wood Pile's 30 downtown
tracts, which have a tax value of at least $9.3 million, would be
sold, the apartment project would be abandoned.

The News & Observer quoted Gregory B. Crampton, an attorney for
The Wood Pile, as saying, "This is not going to be any sort of
liquidation or forced sale."  If the property has to be sold, it
would probably be at a discount, potentially deflating values of
surrounding property, as lending tightness is prohibiting many
investors from buying, says The News & Observer.

The 10-year-old Marbles Kids Museum, which Mr. Smith helped
construct, is not affected by the Wood Pile bankruptcy, The News &
Observer relates.

The Wood Pile LLC, is a company Gordon Smith III formed in 1997,
to hold and improve properties in the Moore Square district.  The
company is based in Raleigh, North Carolina.  The Wood Pile filed
for Chapter 11 bankruptcy protection on February 12, 2009 (Bankr.
E.D. N.C. Case No. 09-01098).  Gregory B. Crampton, Esq., and
Stephani Wilson Humrickhouse, Esq., at Nicholls & Crampton, P.A.,
assist the company in its restructuring effort.  The company
listed $20 million in assets and $12.6 million in debts.


XL CAPITAL: Moody's Affirms Preferred Stock Rating at 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of XL
Capital Ltd. -- senior unsecured at Baa2 -- and the A2 insurance
financial strength ratings of the company's principal insurance
and reinsurance operating subsidiaries, continuing a negative
outlook.

For the fourth quarter of 2008, XL Capital reported a net loss of
$1.4 billion, comprising operating income of $189.5 million, a
$990 million non-cash charge for the partial impairment of
goodwill associated with its 1998 acquisition of Mid Ocean
Limited, and other than temporary impairments of $608.5 million,
which included an investment portfolio restructuring charge of
$400 million.  For the full year 2008, the net loss was
$2.63 billion, including operating income of $840 million.

According to Moody's, the rating affirmation reflects results for
the fourth quarter of 2008 that generally remain in line with
Moody's medium-term expectations for the company, and financial
metrics that are expected to remain within the tolerances of
Moody's revised rating drivers for the company.  Moody's noted
that although the recent partial impairment of goodwill related to
the acquisition of Mid Ocean Limited is indicative of a decline in
economic value, this business segment continues to perform
reasonably well for XL Capital.

According to Alan Murray, senior credit officer and lead analyst
for XL Capital, "The negative outlook reflects Moody's concerns
regarding XL's exposures to further investment losses; its
heightened financial leverage profile; the company's earnings and
internal capital generation capacity; and its ability to
comfortably cover its high fixed charges.  Moody's focus is also
on the group's ability to sustain its position as a leading global
insurance and reinsurance provider given current market stress."
Moody's further noted that as several sectors of the mortgage and
asset-backed securities markets continue to come under increasing
stress from deterioration of the U.S. economy, the potential for
further asset impairments remains a concern.

XL's ratings reflect the group's overall good market positions in
its principal operating segments as well as its diversified
earnings streams by geography and line of business.  The ratings
also consider the company's sound liquidity and capitalization at
its flagship Bermuda operating subsidiaries (where the majority of
XL's capital resides) as well as its solid core underwriting
performance.  These fundamental strengths are tempered by the
intrinsic volatility of XL's reinsurance businesses and certain
insurance lines, by the company's exposure to natural
catastrophes, by its significant financial leverage, and by its
past volatile profitability.

XL's ratings could be downgraded if one or more of these occurs:
1) prospective organic capital generation declines due to
materially lower profits (e.g. returns on equity consistently in
mid-single digits); 2) realized investment losses and impairments
in 2009 exceed $750 million pre-tax; 3) GAAP common shareholders'
equity falls below $5.5 billion (following the conversion of ESUs
in February 2009); 4) adjusted financial leverage exceeds 35% on a
sustained basis; or 5) the company's franchise value in terms of
new business and retention of existing business weakens
materially.  Conversely, the outlook could be revised to stable if
XL 1) stabilizes its franchise; 2) successfully transitions under
its new management team to a simpler organization; 3) generates
interest coverage above 5 times; and 4) stabilizes its financial
flexibility, earnings, and capitalization.

These debt ratings have been affirmed with a negative outlook:

* XL Capital Ltd -- senior unsecured debt at Baa2; preferred
  stock at Ba1;

* XL Capital Finance (Europe) plc -- senior unsecured debt at
  Baa2;

* XLLIAC Global Funding -- backed medium term notes at A2;

* Stoneheath Re -- preferred stock at Ba1;

* Premium Asset Trust Series 2004-9 -- senior secured at A2.

These insurance financial strength ratings have been affirmed at
A2, with a negative outlook:

  -- XL Insurance (Bermuda) Ltd;
  -- XL Insurance Company Limited;
  -- XL Insurance Switzerland;
  -- XL Re Ltd;
  -- XL Reinsurance America Inc.;
  -- Indian Harbor Insurance Company;
  -- Greenwich Insurance Company;
  -- XL Specialty Insurance Company;
  -- XL Insurance Company of New York, Inc.;
  -- XL Life Insurance and Annuity Company.

XL Capital Ltd, headquartered in Hamilton, Bermuda, is a leading
provider of insurance and reinsurance coverages through its
operating subsidiaries to industrial, commercial and professional
service firms, insurance companies and other enterprises on a
worldwide basis.  As of December 31, 2008, XL Capital Ltd reported
total invested assets of $34.3 billion and shareholders' equity of
$6.6 billion.

The last rating action occurred on December 19, 2008 when Moody's
downgraded the debt and insurance financial strength ratings of XL
Capital Ltd and subsidiaries, with a negative outlook.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


* White & Case Partners with HK Firm to Ready Insolvency Storm
--------------------------------------------------------------
White & Case LLP has allied itself with Hong Kong dispute
resolution boutique Laracy Gall in readiness for a flood of
corporate failures, Douglas Wong of Bloomberg News reported.

"It's a perfect storm," John Hartley, head of White & Case's Asia
bank finance and restructuring practice, said in an interview in
Hong Kong, according to a Bloomberg News report.  "There's a large
amount of refinancing coming up, and capital is retreating with
banks retracting lending and private equity and distressed
opportunities funds facing redemptions.

The tie-up will focus on insolvencies with a "center of gravity"
in Hong Kong, including businesses from throughout Asia with
holding companies in the city, Bloomberg quoted a Laracy Gall
founder Nick Gall as saying.

White & Case LLP is a leading global law firm with more than 2,400
lawyers in 34 offices in 23 countries. Among the first US-based
law firms to establish a truly global presence, we provide counsel
and representation in virtually every area of law that affects
cross-border business. Our clients value both the breadth of our
global network and depth of our US, English and local law
capabilities in each of our regions and rely on us for their
complex cross-border transactions, arbitration and litigation
provided by our global practices.


* Fitch Expects Challenges for Dairy & Produce Industries
---------------------------------------------------------
Fitch Ratings expects 2009 to be a challenging year for the
commodity protein, dairy and produce industries despite the
significant decline in energy and agricultural ingredient costs.
The extreme and unexpected volatility of key ingredient costs, and
the ineffectiveness of some hedging practices continues to cause
operating challenges. Operating income and cash flow for the
protein industry will be pressured by weak global demand and
potentially lower market pricing.  Fitch's report released, 'U.S.
Commodity Food Outlook, Focus Remains on Liquidity and Leverage in
2009' provides additional detail to its press release 'Fitch 2009
U.S Commodity Food Outlook: Liquidity and Leverage Will Be the
Focus', dated Nov. 18, 2008.

"This year Fitch are expecting liquidity and debt reduction to be
a priority for the commodity food sector as many companies in the
sector have generated negative free cash flow over the last 12
months," said Carla Norfleet Taylor, Director at Fitch Ratings.
"'We believe reduced financial flexibility and heightened
refinancing risk will be major issues for highly leverage
companies within the U.S. commodity food sector", added Wesley E.
Moultrie, II, Sr. Director at Fitch Ratings.

Liquidity is expected to be far more important in 2009 compared to
2008. Fitch forecasts less capital market activity for high-yield
commodity food companies, given market weakness, investor risk
aversion and higher risk premiums. Stricter lending requirements
are also expected to slow the pace of amendments and raise the
cost of this form of financing.

Fitch's universe of coverage in the Commodity Food Sector
includes:

Tyson Foods Inc.

    -- Long-term Issuer Default Rating (IDR) 'BB+';
    -- Secured bank facility 'BBB-';
    -- Sr. unsecured notes with guarantee (2016) 'BB+';
    -- Sr. unsecured notes without guarantee 'BB'.

The Rating Outlook is Negative.

Tyson Fresh Meats, Inc.

    -- Secured notes (2010, 2026) 'BBB-'

The Rating Outlook is Negative.

Dole Food Co.

    -- Long-term IDR 'CC';
    -- Asset-based revolver 'B';
    -- Secured term loan B 'B';
    -- Sr. unsecured notes 'C'.

Solvest Ltd.

    -- Long-term IDR 'CC';
    -- Secured term loan C 'B'.

Del Monte Foods Co.

    -- Long-term IDR 'BB';
    -- Secured bank facility 'BB+';
    -- Sr. subordinated notes 'BB-'.

The Rating Outlook is Stable.


* Auto-Parts Suppliers Requesting $18.5 Billion Aid
---------------------------------------------------
The Motor & Equipment Manufacturers Association (MEMA) and its
affiliate, the Original Equipment Suppliers Association (OESA),
submitted a formal request to the U.S. Department of the Treasury
seeking financial assistance specifically for motor vehicle parts
suppliers.  According to a joint release, the document outlined
three specific "bridge" suggestions for relief:

    * Government guarantee of supplier receivables from GM, Ford,
      and Chrysler so that suppliers are able to use their
      receivables as loan collateral with traditional lenders;

    * Institution of a "quick pay" receivables program to increase
      supplier liquidity by accelerating accounts payable payments
      from GM and Chrysler to their suppliers; and

    * Government guarantees of commercial loans for supplier
      companies.

The statement did not divulge the total amount of the financial
assistance requested.  However, according to Bloomberg News,
Original Equipment Supplier President Neil De Koker said in an e-
mail that the auto-parts supplier are seeking a total of
$18.5 billion.

Mr. De Koker, according to the report, said $10.5 billion would be
used to back receivables, with as much as $7 billion of that
amount being used in a "quick pay" program to get money to
suppliers faster.  About $8 billion would go toward guaranteeing
commercial loans, he said.

"The dramatic downward spiral that the supplier community
witnessed in the last few months necessitates immediate action
from the Treasury Department," said Bob McKenna, president and CEO
of MEMA. "We are not seeking blanket protection from natural
consolidation, but need temporary relief to sustain the very
foundation of the domestic auto industry and a critical sector of
the nation's economy."

The submission to Treasury states that more than 40 major
suppliers filed for Chapter 11 restructuring in 2008, with
industry surveys indicating approximately one-third of all
suppliers are in imminent financial distress and another one-third
indicating that they will be in distress during the first quarter
of 2009. The submission also states that one million U.S. jobs
could be at risk.

"The magnitude of the problems facing suppliers has yet to be
deeply felt, and I hope we do not reach that point," McKenna
stated. "Without appropriate action, automotive suppliers will be
unable to return to required operations in March and April without
shuttering facilities or closing entire companies. This would
devastate the domestic auto industry and deepen the economic
crisis."

                      About MEMA and OESA

MEMA represents motor vehicle parts suppliers, the nation's
largest manufacturing sector and the largest manufacturing
employer in seven states. These jobs contribute to 4.5 million
private sector jobs across the country. Suppliers manufacture the
parts and technology used in domestic production of more than 11
million new cars and trucks produced each year, and the
aftermarket products necessary to repair and maintain more than
247 million vehicles on the road today.

MEMA supports its members through its three affiliate
associations, Automotive Aftermarket Suppliers Association (AASA),
Heavy Duty Manufacturers Association (HDMA), and Original
Equipment Suppliers Association (OESA). OESA represents more than
400 member companies having global automotive sales exceeding $300
billion and 65 percent of North American automotive supplier
sales. For more information on the motor vehicle parts supplier
industry, please visit www.mema.org or www.oesa.org.


* Realtors Say Stimulus Plan Could Spur 300,000 Add'l Home Sales
----------------------------------------------------------------
Now that the American Recovery and Reinvestment Act has been sent
to President Obama for his signature, the National Association of
Realtors (R) is looking forward to swift implementation, the group
said in a news release.

"We are pleased that Congress and the administration have taken
prompt action to address the current economic crisis," said NAR
President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage Dallas-Fort Worth. "Job creation and tax
cuts are going to help families recover and prosper, and these
initiatives will help more people keep their homes and help others
become homeowners."

An economic recovery is not possible without a housing recovery,
and the legislation contains two important housing provisions
championed by NAR.  The final stimulus bill increases the first-
time home buyer tax credit to $8,000 and eliminates the repayment
requirement of earlier legislation.  In addition, the credit
availability has been extended until December 1.

"These important provisions will help bring first-time home buyers
to the market and reduce housing inventory," said McMillan.  NAR
estimates that the home buyer tax provisions could stimulate up to
300,000 additional home sales, helping stabilize home values and
potentially preventing some homeowners from being "underwater" on
their mortgage, which can often lead to foreclosure.

The bill also reinstates the 2008 higher loan limits for FHA,
Fannie Mae and Freddie Mac. "These higher loan limits are
important to make mortgages affordable regardless of where you
live. This will also help reduce inventory and improve liquidity
in the overall mortgage market," McMillan said.

NAR commended President Obama and Congress for including resource
allocation for neighborhood stabilization efforts to help
communities purchase and rehabilitate foreclosed and vacant
properties. This funding will protect communities across the
country and preserve home values from further decline. Realtorsr
also praised the provision to help America's wounded warriors who
need to move or relocate.

NAR's housing policy agenda also includes better foreclosure
mitigation efforts and lower interest rates for homeowners and
buyers. These components in support of a housing recovery are
expected to be addressed in the coming days.

NAR pledged to continue to work with President Obama, Congress and
the regulators to make housing stabilization a key component of
any federal recovery plans.

"NAR will continue representing Americans who are trying to
purchase a home, protect their current home or preserve investment
opportunities in residential and commercial properties. We believe
that positive steps are being taken to improve the housing market,
and it is important that we keep moving forward with our efforts,"
McMillan said.

The National Association of Realtors(R), "The Voice for Real
Estate," is America's largest trade association, representing 1.2
million members involved in all aspects of the residential and
commercial real estate industries.


* 4th Quarter Price Declines Propelled by Foreclosures
------------------------------------------------------
The National Association of Realtors said that most metropolitan
area median home prices, impacted by distressed sales, trended
down in the fourth quarter from a year earlier.  At the same time,
existing-home sales rose in only six states from the fourth
quarter of 2007, according to the latest survey by the NAR.

In the fourth quarter, 134 out of 153 metropolitan statistical
areas 1 showed declines in median existing single-family home
prices from the same period in 2007, pulled down by active sales
at the lower end that were driven by foreclosures.  One area was
unchanged and 18 metros reported price gains.  NAR's track of
metro area home prices dates back to 1979.

Distressed sales - foreclosures and short sales - accounted for 45
percent of transactions in the fourth quarter, dragging down the
national median existing single-family price to $180,100, which is
12.4 percent below the fourth quarter of 2007 when conditions were
more balanced; the median is where half sold for more and half
sold for less.

NAR President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage in Dallas-Fort Worth, said homes and
neighborhoods minimally impacted by foreclosures have moderate
prices changes. "Distressed home sales have risen from about 38
percent of transactions in the third quarter, meaning people are
responding to discounted prices and are slowly absorbing the
excess inventory. Buyers clearly see value in today's pricing," he
said.

"It has never been more important than now to work with local
professionals to properly gauge local neighborhood conditions
because foreclosures are heavily skewing the broader home price
figures to be much lower. Big discounts are not occurring in
neighborhoods with few foreclosures.  A Realtor(R) who is
knowledgeable about local conditions can counsel consumers in
making sound long-term housing decisions," McMillan said.

Total state existing-home sales, including single-family and
condo, were at a seasonally adjusted annual rate2 of 4.70 million
units in the fourth quarter, down 6.4 percent from 5.02 million
units in the third quarter, and are 5.9 percent below the 5.00
million-unit pace in the fourth quarter of 2007.

Lawrence Yun, NAR chief economist, said the market is clearly
depressed from job losses and consumer concerns about the economy.
"Assuming housing provisions in the economic stimulus package are
quickly enacted and provide enough encouragement for home buyers,
we could see a quick lift in home sales for the critical spring
home-buying season," he said.

"If that occurs, we could see home prices begin to stabilize in
many metro areas later this year as supply and demand begin to
return to balance, which would greatly benefit the overall
economy," Yun said.

According to Freddie Mac, the national average commitment rate on
a 30-year conventional fixed-rate mortgage fell to 5.86 percent in
the fourth quarter from 6.32 percent in the third quarter; the
rate was 6.23 percent in the fourth quarter of 2007.

The largest sales gain in the fourth quarter from a year earlier
was in Nevada, up 133.7 percent, followed by California which rose
84.7 percent, Arizona, up 42.6 percent, and Florida with a 12.5
percent increase.

"Once again, we see a pattern of strong sales gains, particularly
in lower price homes, in areas with price declines resulting from
foreclosures," Yun said. "For example, in California and Florida,
where distressed sales accounted for roughly two-third of all
sales, the median price fell by much more as lower priced home
sales far outpaced higher priced sales."

Areas with the steepest declines in single-family home prices,
more than 30 percent below the fourth quarter of 2007, include Las
Vegas-Paradise, seven metro areas in California, Phoenix-Mesa-
Scottsdale, and three metros in Florida. "Clearly these areas are
attracting bargain hunters," Yun added.

        Foreclosures Won't Stop if Prices Keep Falling

Bloomberg News relates that the Obama Administration wants banks
to offer loans with easier terms to more than 2 million borrowers
in danger of defaulting on their mortgages, twice as many as 2008.
That won't stem the foreclosure crisis if prices keep Falling,
Bloomberg said.

A third of owners will walk away when the value of their homes
drops 20 percent or more below what they owe, even if they can
afford the payments, a situation known as "rational default,"
Bloomberg quoted as saying Norm Miller, director of real estate
programs at the University of San Diego School of Business
Administration.


* Stimulus Plan Includes Pay Limits for Top Earners at Firms
------------------------------------------------------------
Deborah Solomon and Mark Maremont at The Wall Street Journal
report that the $787 billion stimulus package that the Congress
and Senate passed restricts bonuses for top earners at firms
receiving federal cash, including those that already received
government financial assistance.

WSJ relates that the bonus restriction, a last minute addition by
Sen. Christopher Dodd to the plan, was more severe than the Obama
administration's pervious pay limits.  Bonuses barred are those
that are equal to more than one-third of the top earners' total
annual compensation, says the report.

According to WSJ, government is worried that the rules will result
in banks -- where top officials commonly get relatively modest
salaries but often huge bonuses -- returning the government's
money and forgo future assistance, undermining the aid program's
effectiveness.  Citing people familiar with the matter, the report
says that Treasury Secretary Timothy Geithner and National
Economic Council chief Lawrence Summers had called Sen. Dodd and
asked him to reconsider.

WSJ states that another provision in the stimulus bill requires
the Treasury Secretary to examine Wall Street and bank bonuses
paid in 2008 and early in 2009 to determine if they were in the
public interest.  The report says that the government could try to
claw back any bonuses deemed excessive.

          President Obama to Focus on Budget Deficit

Jonathan Weisman at WSJ relates that President Barack Obama will
address a budget deficit that could total $2 trillion this year.
The report states that President Obama has scheduled a "fiscal-
responsibility summit" on February 23 and will unveil a budget
plan three days later, to put pressure on politicians to address
the country's surging long-term debt crisis.

WSJ relates that projections for 2009 deficit range from Goldman
Sachs's $1.43 trillion to $1.9 trillion from economic firm
Strategas Research Partners.

According to WSJ, President Obama defended the increase of
spending in the stimulus plan, and said, "It's important for us to
think in the midterm and long term.  And over that midterm and
long term, we're going to have to have fiscal discipline.  We are
not going to be able to perpetually finance the levels of debt
that the federal government is currently carrying."

             Gov't Taps Anna Gomez to Help Out

Brad Haynes at WSJ relates that the Obama administration has
appointed Sprint Nextel Corp. executive Anna Gomez as National
Telecommunications and Information Administration deputy director.
The agency, says WSJ, shapes telecommunications policy and will
dole out billions of dollars in federal stimulus money to wireless
providers.

              Gov't Financial Bailout Working

Shefali Anand at WSJ says that in September 2008, $63 billion
Reserve Primary Fund dropped below a $1 net-asset-value level
because it held commercial paper issued by bankrupt Lehman
Brothers Holdings Inc., resulting in investors pulling money from
other prime funds, which are a key source of funding for U.S.
firms.  WSJ relates that the Treasury had to insure assets in
money-market funds to stop massive withdrawals, while the Federal
Reserve disclosed a liquidity facility to finance purchases of
asset-backed commercial paper held by money funds, allowing funds
to hold this paper without worrying that withdrawals by investors
would force them to sell into an illiquid market.  Money-fund
assets then started climbing and are now close to hitting a record
$4 trillion, which is about $450 billion more than in September
2008, according to the report.

These measures "provided huge amounts of confidence in a market
that was sorely lacking in that," WSJ quoted Federated Investors
Inc. money-fund manager Deborah Cunningham as saying.


* Six Billion-Dollar Companies Filed for Chapter 11 as of Feb. 16
-----------------------------------------------------------------
Two companies that have assets exceeding $1 billion have so far
filed for bankruptcy in February, raising the total to six this
year.

                                PETITION       (In Millions)
   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell Chemical Co.         1/06/09    $27,177    $27,345
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Tronox                        1/12/09     $1,614     $1,237
   Spectrum Brands Inc.          2/03/09     $2,247     $3,275

Bankruptcy Creditors' Service, Inc., publishes newsletters
tracking the chapter 11 proceedings (and ancillary proceedings)
undertaken by these six companies (http://bankrupt.com/newsstand/
or 215/945-7000)

Aleris International, Inc., filed for bankruptcy as a result of
financial constraints related to deteriorating demand, earnings,
and liquidity caused by the steep decline in global economic
conditions.  S&P said that Aleris has been affected by very weak
end-market demand and low aluminum prices.  Aleris is a market
leader in the production and sale of aluminum rolled and extruded
products, recycled aluminum, and specification alloy production.

Spectrum Brands Inc. (PINK SHEETS: SPC), a supplier of consumer
batteries, lawn and garden care products, filed for bankruptcy as
its inability to reduce its outstanding indebtedness through asset
sales has resulted in its continuing to face a substantial debt
burden.

BCSI recorded 16 billion-dollar cases in 2008, led by Lehman
Brothers Holdings Inc., which had 639-billion in assets and 613-
billion in debts.

                       Bankruptcy Attorneys

Various reports, including Bloomberg News, have pointed out that
the hourly fees of top bankruptcy lawyers in the U.S. have broken
through the $1,000-per-hour barrier.

The attorneys hired by the largest bankruptcy filers for 2009 are:

   COMPANY                  Counsel                  Hourly Rates
   -------                  -------                  ------------
   Lyondell Chemical  Cadwalader, Wickersham
                        & Taft LLP (Lead Counsel)
                            Partners                $650 to $1,050
                            Counsel                 $335 to   $930

   Nortel Networks    Morris, Nichols, Arsht
                        & Tunnell LLP, (Delaware
                        and general bankruptcy
                        counsel)
                           Partners                 $525 to  $725
                           Associates               $265 to  $415

   Smurfit-Stone      Sidley Austin LLP
                        (lead counsel)
                           Paraprofessionals,
                             Bankruptcy
                             Professionals
                       Armstrong Teasdale LLP        $90 to  $925
                         (special counsel)
                             Partners               $260 to  $450
                             Associates             $150 to  $315

   Aleris Int'l       Weil Gotshal (lead counsel)
                            Members and Counsel     $650 to  $950
                            Associates              $355 to  $640

   Tronox             Kirkland & Ellis LP
                        (lead counsel)
                            Partners               $550 to $1,110
                            Counsel                $390 to   $965
                            Associates             $320 to   $705

   Spectrum Brands    Skadden, Arps, Slate,
                        Meagher & Flom LLP
                           Partners/Of Counsel     $730 to $1,050
                           Counsel/
                             Special Counsel       $695 to   $835
                           Associates              $360 to   $680
                      Law Offices of
                        William B. Kingman, P.C.      -- N/A --
                      Vinson & Elkins LLP             -- N/A --


                     Expected/Possible Filers

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,
which had $2,064,254,000 in assets and partners' capital of
$107,562,000 as of Sept. 30, will be filing a pre-packaged plan of
reorganization with the bankruptcy court.

Trump Entertainment, which had total assets of $2,076,280,000 and
stockholders' equity of $44,881,000 as of Sept. 30, 2008, may be
sent to involuntary bankruptcy by bondholders if the $270 million
sale of the company's trump Marina Hotel Casino.  Lenders under
the company's $490 million senior secured term loan agreement have
agreed to forbear exercising certain remedies as a result of
missed interest payments until February 17, 2009.

General Growth, which had $29.6 billion in total assets and $27.3
billion in total liabilities as of Sept. 30, has entered into
forbearance agreements which expire March 15, 2009, with lenders.
General Growth has payment deadlines of two debts -- $2.6 billion
credit line and a $900 million mortgage on two Las Vegas malls.
WSJ said in January that General Growth has tapped Weil, Gotshal &
Manges LLP and will also tapped Kirkland & Ellis LLP to advice it
on a possible bankruptcy.

Two of the Detroit's Big 3 automakers General Motors Corp. (assets
of US$110.425 billion, and liabilities of US$170.3 billion as of
Sept. 30), and Chrysler LLC, are also at risk of bankrutpcy.
On Dec. 31, 2008, the U.S. Treasury agreed to provide GM with up
to a total of $13.4 billion in a three-year loan from the Troubled
Assets Relief Program, secured by various collateral.  On January
2, 2009, the Treasury provided a three-year $4 billion loan to
Chrysler.  The Treasury has required Chrysler and GM to each
submit by Feb. 17 a plan that would show the firm's long-term
viability.  The loan agreement provides for acceleration of the
loan if those goals under the plan, which are subject to review by
the president's designee, are not met.

Autosupplier Visteon Corp., according to WSJ, has hired Kirkland &
Ellis LLP as bankruptcy counsel and Rothschild Inc. as financial
adviser to prepare for a possible bankruptcy filing.  Auto-parts
suppliers, which have been hit by lower production by the Big 3,
are seeking loans totaling $18.5 billion from the Treasury to help
them survive the current recession.

Sirius XM Radio Inc., which has $7,503,074,000 in assets and debts
of $7,487,325 as of Sept. 30, 2008, has hired Joseph A. Bondi at
Alvarez & Marsal and Mark J. Thompson at Simpson, Thacher &
Bartlett, to help prepare for a possible a Chapter 11 bankruptcy
filing, The New York Times said. Bloomberg, however, said that
Liberty Media Corp. is working on an agreement to provide hundreds
of millions of dollars to Sirius to help and the pay-radio company
avert bankruptcy.

Morris Publishing Group LLC didn't make an interest payment due
Feb. 1 on subordinated notes. Morris Publishing was required to
pay $9.7 million interest under its $278.5 million of 7% Senior
Subordinated Notes due 2013.  It has a 30-day grace period, which
expires March 3, before a default can be declared.  According to
reports, Morris has hired hired Neal, Gerbert & Eisenberg LLP, a
law firm with a well-regarded bankruptcy practice.

Independent oil and natural gas producer Edge Petroleum, which had
$627,681,000 in assets, and liabilities of $281,278,000 as of
Sept. 30, has tapped Akin Gump Strauss Hauer & Feld LLP to advice
it on possible alternatives, including a Chapter 11 filing.


* Chapter 11 Filings in January Rise 54.4% from 2008 Levels
-----------------------------------------------------------
In January, 1,082 businesses and individuals sought Chapter 11
protection, an increase of 54.4% from the first month of 2008,
according to new data from AACER (Automated Access to Court
Electronic Records), Rachel Feintzeig reported.  "This is a 5%
decrease when compared to the December 2008 statistics."

Bob Lawless reports that this is the second straight month of
declines, when bankruptcy filings are computed on a daily basis as
should be done.  But Mr. Lawless said: "Don't be fooled, however,
into thinking the news is some suggestion that we are on the road
to economic recovery. The decline is a seasonal aberration, and
the data hint that the filing rate will again take off in the
early spring, as has occurred in the past several years."

According to Ms. Feintzeig, Jack Williams, the resident scholar at
the American Bankruptcy Institute, expects many more businesses to
go straight into liquidation in the coming weeks, as the extra
money brought in during the holiday season begins to run dry.
"The first quarter of each calendar year is the quarter business
is most vulnerable," he told Ms. Feintzeig in an interview.

Ms. Feintzeig reported that Mr. Williams is predicting that
Chapter 11 filings will rise at least 40% in 2009 from their 2008
levels and that total bankruptcy filings will hit the 1.4 million
mark this year.  To recall, 2008 bankruptcy filings reached close
to 1.1 million.  Mr. Williams told Ms. Feintzeig that 40% is
optimistic considering bleak economic indicators like low consumer
confidence and high default rates.  "It could very well be worse."

The Troubled Company Reporter identified 22 companies listing
assets more than $100 million that filed for Chapter 11 between
January 15 to February 12:

   Company                                        Petition Date
   -------                                        -------------
   The Star Tribune Company                          1/15/2009
   ARG Enterprises, Inc.                             1/15/2009
   Bodie Electrical Contractors of Florida, Inc.     1/21/2009
   Hartmarx Corporation                              1/23/2009
    U.S. Energy Biogas Corp.                         1/23/2009
   National Heritage Foundation, Inc.                1/24/2009
   Smurfit-Stone Container Corporation               1/26/2009
   Royce International Investment Co.                1/26/2009
   Fulton Homes Corporation                          1/27/2009
   Cascade Grain Products, LLC                       1/28/2009
   Contech LLC                                       1/30/2009
   Renew Energy LLC                                  1/30/2009
   Ennis Homes, Inc.                                 2/02/2009
   St. Lawrence Homes, Inc.                          2/02/2009
   Spectrum Brands Inc.                              2/03/2009
   Bruno's Supermarkets, LLC                         2/05/2009
   Fortunoff Holdings, LLC                           2/05/2009
   Muzak Holdings LLC                                2/10/2009
   PWJ Holdings, LLC                                 2/10/2009
   Pliant Corporation                                2/11/2009
   Aleris International, Inc.                        2/12/2009
   Midway Games Inc                                  2/12/2009

2009 BILLIONAIRE BANKRUPTS:

                                PETITION       (In Millions)
   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell                      1/06/09    $27,177    $27,345
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Tronox                        1/12/09     $1,614     $1,237
   Spectrum Brands Inc.          2/03/09     $2,247     $3,275


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-     Total
                                    Total  holders'   Working
                                   Assets    Equity   Capital
  Company            Ticker         ($MM)     ($MM)     ($MM)
  -------            ------        -----   -------    ------
ABSOLUTE SOFTWRE     ABT CN          107        (7)       24
APP PHARMACEUTIC     APPX US       1,105       (42)      260
ARBITRON INC         ARB US          162        (9)      (39)
ARRAY BIOPHARMA      ARRY US         136       (27)       54
BARE ESCENTUALS      BARE US         272       (25)      125
BLOUNT INTL          BLT US          485       (20)      119
BOEING CO            BA US        53,779    (1,294)   (4,961)
BOEING CO            BAB BB       53,779    (1,294)   (4,961)
BOEING CO-CED        BA AR        53,779    (1,294)   (4,961)
CABLEVISION SYS      CVC US        9,717    (4,966)   (1,583)
CENTENNIAL COMM      CYCL US       1,432    (1,021)      101
CHENIERE ENERGY      CQP US        2,021      (312)      179
CHENIERE ENERGY      LNG US        3,049      (266)      423
CHOICE HOTELS        CHH US          328      (138)      (15)
CLOROX CO            CLX US        4,398      (403)     (389)
COCA-COLA ENTER      CCE US       15,589       (31)     (491)
CROWN HOLDINGS I     CCK US        6,749      (317)      385
CV THERAPEUTICS      CVTX US         392      (226)      286
DEXCOM               DXCM US          43       (27)       22
DISH NETWORK-A       DISH US       7,177    (2,129)   (1,318)
DOMINO'S PIZZA       DPZ US          441    (1,437)       84
DUN & BRADSTREET     DNB US        1,642      (554)     (206)
EMBARQ CORP          EQ US         8,371      (608)       (6)
ENERGY SAV INCOM     SIF-U CN        552      (423)     (162)
EXELIXIS INC         EXEL US         255       (23)       (1)
EXTENDICARE REAL     EXE-U CN      1,621       (31)      125
FERRELLGAS-LP        FGP US        1,510       (12)     (114)
GARTNER INC          IT US         1,115       (15)     (253)
HEALTHSOUTH CORP     HLS US        1,980      (874)     (218)
IMAX CORP            IMX CN          238       (91)       41
IMAX CORP            IMAX US         238       (91)       41
INCYTE CORP          INCY US         265      (177)      216
INDEVUS PHARMACE     IDEV US         256      (136)        8
INTERMUNE INC        ITMN US         206       (92)      134
ION MEDIA NETWOR     IION US       1,137    (1,621)       96
KNOLOGY INC          KNOL US         647       (44)       13
LINEAR TECH CORP     LLTC US       1,494      (310)      992
MEAD JOHNSON-A       MJN US        1,372    (1,346)   (1,870)
MEDIACOM COMM-A      MCCC US       3,688      (279)     (311)
MOODY'S CORP         MCO US        1,772      (996)     (576)
NATIONAL CINEMED     NCMI US         569      (476)       86
NAVISTAR INTL        NAV US       10,390    (1,495)    1,660
NPS PHARM INC        NPSP US         202      (208)       90
OCH-ZIFF CAPIT-A     OZM US        2,224      (173)        -
OSIRIS THERAPEUT     OSIR US          29        (8)      (14)
OVERSTOCK.COM        OSTK US         172        (3)       40
PALM INC             PALM US         661      (151)      (40)
QWEST COMMUNICAT     Q US         20,182    (1,449)     (883)
REGAL ENTERTAI-A     RGC US        2,557      (224)     (112)
RENAISSANCE LEA      RLRN US          57        (5)      (15)
REVLON INC-A         REV US          813    (1,113)      105
ROTHMANS INC         ROC CN          545      (213)      102
SALLY BEAUTY HOL     SBH US        1,489      (720)      365
SONIC CORP           SONC US         818       (55)       (9)
SUCCESSFACTORS I     SFSF US         170        (5)        3
SUN COMMUNITIES      SUI US        1,222       (28)        -
SYNTA PHARMACEUT     SNTA US          91       (35)       58
TAUBMAN CENTERS      TCO US        3,072      (161)        -
TEAL EXPLORATION     TEL SJ           50       (72)     (105)
THERAVANCE           THRX US         236      (135)      190
UAL CORP             UAUA US      20,731    (1,282)   (1,583)
US AIRWAYS GROUP     LCC US        7,214      (505)     (626)
UST INC              UST US        1,402      (326)      237
WEIGHT WATCHERS      WTW US        1,110      (901)     (270)
WESTERN UNION        WU US         5,578        (8)      528
WR GRACE & CO        GRA US        3,876      (354)      965
YUM! BRANDS INC      YUM US        6,506      (112)     (778)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to:
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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