TCR_Public/090218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 18, 2009, Vol. 13, No. 48

                            Headlines


AMERENENERGY GENERATING: Moody's Affirms Baa3 Unsecured Debt
APEX CONSTRUCTION: Goes Bankrupt After Using Up Investors' Money
AUTOBACS STRAUSS: Taps Young Conaway as Bankruptcy Attorneys
BERNARD L. MADOFF: Irving Picard Subpoenas Jefferies & Other Firms
BERNARD L. MADOFF: Santander Clients May Not Keep Bank Accounts

CARITAS HEALTH: Has Until March 9 to File Schedules & Statements
CARITAS HEALTH: Wants to Hire Epiq as Claims and Noticing Agent
CENTRAL ILLINOIS LIGHT: Moody's Affirms Issuer Rating at Ba1
CENTRAL ILLINOIS PUBLIC SERVICE: Moody's Affirms Ba1 Rating
CHARLESTON AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary

CHECKER MOTORS: Files Schedules of Assets and Liabilities
CHRYSLER LLC: Sends Viability Plan; Chapter 11 Last Option
CILCORP INC: Moody's Affirms Corporate Rating at Ba1
CIRCUIT CITY: Wins Court Nod to Auction Remaining Store Leases
CONEXANT SYSTEMS: Files Form 10-Q For Quarter Ended Jan. 2

CRISS BROTHERS: Voluntary Chapter 11 Case Summary
D&A RESTAURANT: Voluntary Chapter 11 Case Summary
DALE UPTEGROVE: Voluntary Chapter 11 Case Summary
DAN MAHRU: Files for Bankruptcy, Owes As Much as $95 Million
DAVID FIORI: Voluntary Chapter 11 Case Summary

DYNACO CORP: Voluntary Chapter 11 Case Summary
EMD GROUP: Voluntary Chapter 11 Case Summary
ENTERPRISE ACQUISITION: Receives Non-Compliance Notice From NYSE
FISCA OIL: Voluntary Chapter 11 Case Summary
FLYING J: Big West's Idled Plant Released Ammonia Vapor

FORWARD FOODS: Case Summary & 19 Largest Unsecured Creditors
FRONTIER AIRLINES: Posts $1,126,000 Net Income for Q4 2008
GENERAL MOTORS: Saturn Dealers will Spin Off Into New Company
GENERAL MOTORS: Viability Plan Requires Add'l $16.6B Govt. Funding
GENERAL MOTORS: Sichuan Auto Wants to Buy Hummer Vehicle Unit

GEORGE HOOVER: Voluntary Chapter 11 Case Summary
GOTTSCHALKS INC: Proposes March 19 Auction for All Assets
GOTTSCHALKS INC: Committee Taps Cooley Godward as Lead Counsel
GSI GROUP: Gets Extension From Nasdaq to Regain Compliance
HARRAH'S ENTERTAINMENT: Almost Bankrupt, Bondholders Sue

HAWAIIAN TELCOM: Wants Plan Exclusivity Until July 30
HCA INC: Peter Stavros Resigns; Kenneth Freeman Joins Board
HCA INC: Offering $300 Million Senior Secured Second Lien Notes
HRP MYRTLE: Coastal Entertainment Wants Park, Tries to Block Sale
ICFQ DESARROLLOS: Court OKs Banco Bilbao-Backed Case Dismissal

INCENTRA SOLUTIONS: Wants Epiq as Claims and Solicitation Agent
IMPLANT SCIENCES: Signs New 3-Year Employment Pact With G. Bolduc
ILLINOIS POWER: Moody's Affirms Corporate Rating at Ba1
INCENTRA SOLUTIONS: Wants Karl Reed Guest as Special Counsel
INCENTRA SOLUTIONS: Wants Pachulski Stang as Bankruptcy Counsel

INTEGRATED MEDIA: Board Abandons Effort to Convert Debt to Equity
JERRY MCWILLIS: May Use Cash Collateral Through March 31, 2009
K-CAD: Voluntary Chapter 11 Case Summary
KEY PLASTICS: Ct Oks Sale of 3350 Farmtrail Property to Tekgard
LANDMARK LUGGAGE: Voluntary Chapter 11 Case Summary

LEAH LIGHTFOOT: Voluntary Chapter 11 Case Summary
LEE'S RV CENTER: Voluntary Chapter 11 Case Summary
LEVEL 3 COMMS: Posts $290 Million Net Loss in 2008
LIGHTWAVE ENTERPRISES: Voluntary Chapter 11 Case Summary
LINENS 'N THINGS: Pens Deal with Quebecor World on Sale of Paper

LUMINENT MORTGAGE: Wants Solicitation Period Extended to July 2
LUMINENT MORTGAGE: May Employ Protiviti as Financial Advisors
LYONDELL CHEMICAL: Temporary Injunction Vs. Noteholders Extended
MARC DREIER: Released on $10 Million Bail
MBF HEALTHCARE: Receives Non-Compliance Notice From NYSE

MIDWAY GAMES: Gets Access to Lenders' Cash Collateral
MIDWAY GAMES: Creditors Blame Sumner Redstone for Co.'s Collapse
MIDWAY GAMES: Wants Epiq Bankruptcy as Claims and Noticing Agent
MODINE MANUFACTURING: Lenders Agree to Waive Covenant Default
NAILITE INT'L: Liquidity Woes Blamed for Chapter 11 Bankruptcy

NORTH AMERICAN: Delays Filing of Form 10-Q for Qrtr. Ended Dec.
ORCHARDS VILLAGE: Files for Chapter 11 Bankruptcy Protection
PARENT CO: Sells Trademarks to Toys "R" Us for $2.15 Million
PAULINE PILATE: Voluntary Chapter 11 Case Summary
POLAROID CORP: Creditors Object to Sale; Says Assets Undervalued

PRESERVE LLC: April 30 Is Bar Date for Filing Proofs of Claim
PRESERVE LLC: Asks Court to Extend Plan Filing Period to May 22
QUEBECOR WORLD: Seeks March 31 Extension of Lease Decision Period
QUEBECOR WORLD: Seeks to Implement Settlement Pact with CRC
QUEBECOR WORLD: Pens Deal on Sale of Paper by Linens 'n Things

RICETTA'S INC: Voluntary Chapter 11 Case Summary
RIVER ELKS: Can't Reorganize, Seeks Chapter 7 Conversion
SAM STEVENS: Files for Bankruptcy; Must Tear Down House
SANTA MONICA MEDIA: Receives Non-Compliance Notice From NYSE
SHARE BUILDING: Files for Bankruptcy As Home Sales Fall

SIRIUS XM: Secures Loan From Liberty, Avoids Bankruptcy
SMITH MOUNTAIN: Voluntary Chapter 11 Case Summary
STAR TRIBUNE: Seeks New Deals With Labor Unions
STATION CASINOS: S. Blake Murchison Challenges Firm's Plan
TERRY WOODS: Voluntary Chapter 11 Case Summary

TODD PETERSON: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Back in Ch. 11 to Avoid Involuntary Petition
TRUMP ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
TULLY'S COFFEE: Posts $600,000 Net Loss in Quarter Ended Dec. 28
UNION ELECTRIC: Moody's Affirms Baa2 Issuer Rating

WENTWORTH ENERGY: Files Second Amendment to Annual Report
YELLOWSTONE CLUB: Rancho Mirage Used as Personal Loan Collateral
YOUNG BROADCASTING: Wants to Hire Epiq as Claims & Noticing Agent
YOUNG BROADCASTING: Wants Schedules' Deadline Moved to March 30
YOUNG BROADCASTING: Can Use Lender's Cash Collateral on Interim

YRC WORLDWIDE: Finalizes Bank Amendment & Renews ABS Facility
YRC WORLDWIDE: Gets $9 Million From Additional Sale Transaction
YRC WORLDWIDE: Grants Union Workers Options to Buy 11.3MM Shares

* Berkery & Seneca Financial Collaborate to Aid Troubled Firms
* Five Attorneys Join Brown Rudnick as Partners
* NewOak Capital Appoints Patrick Mooney as COO
* Marwil, Thomas & Possinger Join Proskauer as Partners

* Failed Banks in 2009 Now Total 13
* Destination Clubs Hit By Current Economic Turmoil
* Consumer Confidence Nears 28-Year Low in January, says Reuters

* Report: Auto Industry Gave $60 Trillion Since 1900 to Economy
* President Barack Obama Signs Stimulus Plan Into Law

* Upcoming Meetings, Conferences and Seminars


                            *********

AMERENENERGY GENERATING: Moody's Affirms Baa3 Unsecured Debt
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


APEX CONSTRUCTION: Goes Bankrupt After Using Up Investors' Money
----------------------------------------------------------------
Rob Piercy at KING 5 News reports that an investor has filed a
lawsuit against Apex Construction, which filed for bankruptcy
after money from investors ran out.

Will Davis and several other investors formed an agreement with
Apex Construction two years ago, wherein the investors would get
loans and the company would construct the homes, KING 5 News
relates.  When the homes are sold, profits would be spilt between
the investors and Apex Construction, KING 5 News states.
According to the report, investors financed the entire price of
construction and were told, worst case scenario, they would break
even.  The report quoted Mr. Davis as saying, "Original agreement
with the builder said no money out of pocket."

According to KING 5 News, an investor presented to the court an e-
mail from the owners of Apex Construction, saying that money for
the homes was going into a single account.  Money for one
investor's house was used to pay for the others' homes, KING 5
News states.  The money ran out and homes were left unfinished,
the report says.

Investors who sued Apex Construction before it went bankrupt got
some money back, KING 5 News states.  For other investors, it
would be unlikely that they would recover their money, says the
report.


AUTOBACS STRAUSS: Taps Young Conaway as Bankruptcy Attorneys
------------------------------------------------------------
Autobacs Strauss and its debtor-affiliate ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor LLP as their attorneys.

The firm will:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtor-in-possession in the continued
      operation of their business, and management of its
      properties;

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   d) appear in Court and to protect the interests of the Debtors
      before the Court; and

   e) perform all other legal services for the Debtors, which may
      be necessary and proper in these proceedings.

The firm's principal attorneys and paralegal their current
compensation rates:

      Professional              Designation     Hourly Rate
      ------------              -----------     -----------
      M. Blake Cleary, Esq.     partner         $540
      David R. Hurst, Esq.      attorney        $480
      Edward J. Kosmowski, Esq. attorney        $430
      Jaime N. Luton, Esq.      attorney        $265
      Debbie E. Laskin          paralegal       $210

M. Blake Cleary, a partner of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                   About Autobacs Strauss Inc.

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


BERNARD L. MADOFF: Irving Picard Subpoenas Jefferies & Other Firms
------------------------------------------------------------------
Court documents say that Irving Picard, the trustee seeking to
liquidate Bernard L. Madoff Investment Securities LLC, has
subpoenaed Jefferies & Co.  The documents didn't disclose what
information Mr. Picard is seeking.

Mr. Picard, Bloomberg's Bill Rochelle adds, is seeking information
from 13 brokers, stock exchange specialists and clearing brokers.
Aside from Jefferies, the trustee is also seeking information from
Chicago Board of Trade, LaBranche & Co., and ICE Clear US Inc.,
among other parties.

Christopher Scinta at Bloomberg News relates that Judge Burton
Lifland in Manhattan authorized Mr. Picard in January 2009 to
issue subpoenas as part of a broad investigation of the Bernard L.
Madoff Investment's assets and conduct.  Mr. Picard, according to
Bloomberg, said that he needs prompt access to information and
subpoenas provide the only way to get it.

Court documents say that anyone subpoenaed has 10 days to provide
documents Mr. Picard requests, or argue that they are privileged
information.  According to court documents, they have 15 days to
produce any witnesses for examination.

                     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.


BERNARD L. MADOFF: Santander Clients May Not Keep Bank Accounts
---------------------------------------------------------------
Banco Santander SA told clients affected by the Bernard Madoff's
Ponzi scheme that they would no longer have to maintain their bank
accounts in Santander to be eligible for the preferred-stock swap,
offered as part of the January package, Jose De Cordoba and Thomas
Catan at The Wall Street Journal report, citing people familiar
with the matter.

Santander, according to WSJ, had the largest exposure to Mr.
Madoff's funds of any commercial bank, with itts clients had
losing EUR2.33 billion invested through its Geneva hedge fund,
Optimal Investment Services SA.  Santader's direct exposure to the
fraud was EUR17 million, states the report.

WSJ relates that Santander offered in January 2009 to return some
of the money lost by clients in the Madoff fraud, saying that it
would give victims the value of their original investments in the
form of preferred stock paying a yearly interest rate of 2%.
Santander, according to WSJ, said that it would swap out the
shares in its stricken hedge funds if clients renounce their right
to sue and pledge to maintain their current level of business with
the bank.  The report states that Santander told investors that it
would redeem the shares in 10 years' time and that the shares
would be listed on an exchange.

Lawyers representing some of the Madoff victims said that the
offer as inadequate, according to WSJ.  A Santander spokesperson
said on Monday that the bank's January compensation offer is
nonnegotiable, the report says.

WSJ states that some wealthy Santander customers are being given
the possibility to use the preferred shares as collateral for a
loan charging 3% annual interest.  The report, citing investors
who have received the new offer, says that the loan can amount to
85% of the clients' original investment in Madoff funds and can be
taken by clients in cash or reinvested in bonds paying 6%
interest.

According to WSJ, people familiar with the matter said that about
three-quarters of Santander customers have already signed up for
the offer, and the bank hopes to get the majority to agree by the
end of February.  WSJ says that Santander's representatives have
been offering a series of incentives to the bank's best customers
to get them to sign up for the deal.

WSJ reports that the attorneys for the Madoff fraud victims warned
that the shares would fetch as little as 20% of their face value
on the secondary market, but people familiar with the matter said
that Santander assured that they will fetch closer to 40% on
February 17.

Santander, WSJ relates, said on Monday that it has asked market
regulators to grant a two-year suspension of redemption requests
for a real-estate investment fund.

                     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.


CARITAS HEALTH: Has Until March 9 to File Schedules & Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
extended until March 9, 2009, the time within which Caritas Health
Care, Inc., and its debtor-affiliates may file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases.

The Debtors related that the extension will allow the Debtors to:

   -- compile executory contracts;

   -- review records to determine outstanding liabilities to each
      individual creditor;

   -- identify all potential claimants to whom a bar date notice
      must be sent; and

   -- identify all payments that were made to creditors
      within the 90 day period prior to filing.

The extension will also ensure the accuracy of the financial
statements.

Caritas Health Care Inc. is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital. Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas and eight affiliates filed for Chapter 11 on Feb. 6, 2009
(Bankr. E.D. N.Y., Lead Case No. 09-40901).  Adam T. Berkowitz,
Esq., at Proskauer Rose LLP, has been tapped as counsel.  JL
Consulting LLC is the Debtors' restructuring advisors.  Caritas in
its bankruptcy petition estimated assets of $50 million to $100
million, and debts of $100 million to $500 million.


CARITAS HEALTH: Wants to Hire Epiq as Claims and Noticing Agent
---------------------------------------------------------------
Caritas Health Care, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to employ Epiq Bankruptcy Solutions, LLC, as claims,
noticing and balloting agent.

Epiq will act as outside agent to the Bankruptcy Clerk in order to
assume full responsibility of the distribution of notices and
proof of claim forms, and the maintenance, secondary processing
and docketing of all proofs of claim filed in the Debtors' Chapter
11 cases.  In addition, Epiq will act as solicitation agent with
respect to inter alia, the mailing of a disclosure statement, the
plan and related ballots, and maintaining and tallying ballots in
connection with the voting on the plan.

Epiq will also assist the Debtors with:

   a) the preparation of the Debtors' schedules, statements of
      financial affairs, and master creditor lists, and any
      amendments thereto;

   b) the reconciliation and resolution of claims; and

   c) the preparation, mailing, tabulation of ballots of certain
      creditors for the purpose of voting to accept or reject a
      plan or plans of reorganization.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, tells the Court that Epiq professionals standard
rates are:

     Title                       Hourly Rate    Average Rate
     ----                        -----------    ------------
     Clerk                        $40 - $60      $50
     Case Manager (Level 1)      $125 - $175     $142.50
     IT Programming Consultant   $140 - $190     $165
     Case Manager (Level 2)      $185 - $220     $202.50
     Senior Case Manager         $225 - $275     $247.50
     Senior Consultant               TBD           TBD

The level of senior consultant activity will vary by engagement.
The usual average rate is $295 per hour.

Mr. McElhinney also relates that Epiq received a $25,000 retainer.

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

                   About Caritas Health Care Inc.

Caritas Health Care Inc. is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital. Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas and eight affiliates filed for Chapter 11 on Feb. 6, 2009
(Bankr. E.D. N.Y., Lead Case No. 09-40901).  Adam T. Berkowitz,
Esq., at Proskauer Rose LLP, has been tapped as counsel.  JL
Consulting LLC is the Debtors' restructuring advisors.  Caritas in
its bankruptcy petition estimated assets of $50 million to $100
million, and debts of $100 million to $500 million.


CENTRAL ILLINOIS LIGHT: Moody's Affirms Issuer Rating at Ba1
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


CENTRAL ILLINOIS PUBLIC SERVICE: Moody's Affirms Ba1 Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


CHARLESTON AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary
----------------------------------------------------------------
Debtor: Charleston Affordable Housing, Inc.
        1150C Hungryneck Blvd., #C372
        Mount Pleasant, SC 29464
        Tel: (803) 577-4060

Bankruptcy Case No.: 09-01020

Chapter 11 Petition Date: February 12, 2009

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

Judge: David R. Duncan

Company Description: The debtor is a non-profit organization
                     develops affordable housing in Charleston,
                     South Carolina.

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  Email: llfecf@levylawfirm.org

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

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

The petition was signed by Cathy M. Kleiman, executive director of
the company.

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

             http://bankrupt.com/misc/scb09-01020.pdf


CHECKER MOTORS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Checker Motors Corporation filed with the U.S. Bankruptcy Court
for the Western District of Michigan its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                 $2,309,600
   B. Personal Property            $16,635,924
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims                              $1,949,220
   E. Creditors Holding
      Unsecured Priority
      Claims                                         $10,041
   F. Creditors Holding
      Unsecured Nonpriority
      Claims                                      $1,921,302
                                   -----------  ------------
      TOTAL                        $18,945,524    $3,880,563

                       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.  An official committee of unsecured creditors has
been appointed in the case.  As of December 31, 2008, the Debtor
had $22.3 million in assets and $20.1 million in debts.


CHRYSLER LLC: Sends Viability Plan; Chapter 11 Last Option
----------------------------------------------------------
Chrysler LLC submitted as scheduled its viability plan to the U.S.
Treasury, which plan provides that an orderly wind down under
Chapter 11 would be its last alternative.

Chrysler also said that it will need an additional $5 billion in
Federal aid to be able to survive.

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

Chrysler, in its February 17 viability plan submitted to Treasury
Secretary Tim Geithner, said that its three alternatives are:

  (i) Stand Alone.  Chrysler said that it can be viable on a stand
      alone basis in the short or mid-term with these assumptions:
      (a) its balance sheet is restructured to substantially
      reduce current debt and debt servicing requirements, (b)
      targeted concessions are obtained from all constituents,
      including unions, (c) additional U.S. government funding
      of $5 billion and DOE 136 funding of $6 billion, and (d)
      total U.S. auto industry sales of at least 10.1 million
      units (SAAR).  To be viable on a longer term basis, Chrysler
      needs to pursue strategic partnerships/consolidation

(ii) Strategic Partnership/Consolidation.  Chrysler will be more
      viable with a strategic partner.  Chrysler has signed a
      non-binding MOU with Fiat, which partnership will create
      additional free cash flow over the 2009-167 period.  Fiat's
      proposal, however, is contingent upon Chrysler restructuring
      its debt, obtaining concessions and receiving adequate U.S.
      government funding.

(iii) Orderly Wind Down.  If Chrysler, among other things is not
      able to restructure its balance sheet, negotiate the
      targeted concessions from constituents, and receive
      additional $5 billion in government funding, its only
      alternative is to file for Chapter 11 as a first step in an
      orderly wind down.

      Ch. 11 Filing Absent Add'l. $5 Billion from Treasury

Chrysler said that if it does not receive the additional $5
billion in government funding, its only alternative is to file for
Chapter 11 as a first step in an orderly wind down.

Chrysler stated that in the event of a bankruptcy filing, it would
seek debtor-in-possession financing from both private sector
lenders and the U.S. Government.  "We believe the estimated size
of the financing need is $24 billion over a two year period."

Chrysler added that without adequate DIP financing, it estimates
that:

  -- First lien lenders will only realize a 25% recovery.
  -- The U.S. government will recover five cents on the dollar.
  -- All other creditors will receive nothing.

Chrysler also warned, "An orderly wind down will result in
significant social impact, with 300,000 jobs lost at Chrysler and
its suppliers and over 3,300 dealers falling. 2-3 million jobs
could be lost due to a follow-on collapse in the wider industry,
resulting in a $150 billion reduction in U.S. government revenue
over 3 years."

          Management's Recommendations: Stand-Alone Plan

Chrysler's management recommends that the Company continue its
"stand alone" plan while it pursues an alliance.

According to the viability plan, a partnership with GM was the
best option for the U.S. auto industry from financial and
operational perspective "but they 'took it off the table'."

Chrysler also investigated an alliance with Nissan but was only
able to pursue and alliance with Fiat.  However, the non-binding
term sheet reached with Fiat is subject to conditions, including
Chrysler being able to restructure its balance sheet.

                      Status of Restructuring

Chrysler said that it has made progress with respect to its plans
to restructure its balance sheet and seek concessions from
constituents:

    -- Chrysler has signed a tentative agreement with the United
       Auto Workers union with respect to competitive level
       compensation, among other things.

    -- Both shareholders (Cerberus and Daimler) have expressed
       willingness to (i) relinquish their equity, and (ii)
       convert 100% of their second lien debt for equity.

    -- Management has reduced filed cost by 27% or by $3.8
       billion, reduced headcount by 35,000 (41%), and completed
       asset sales of $1 billion.

    -- Chrysler requested a 3% price reduction from suppliers
       effective April 1.  Negotiations are in process.

                    Chrysler's Debt Reductions

Chrysler said that its debt composition and required debt
reductions (in billions) are:

                    Current                              Debt In
                      Debt     Tentative   Add'l Loan  Stand Alone
                  Structure   Concessions    Needed       Plan
                  ---------   -----------  ----------  -----------
1st Lien -
Lenders /Secured     $6.9           --        --           $6.9

2nd Lien -
Cerberus/Daimler/
Secured              $2.0        $(2.0)       --             --

3rd Lien -
Government/Secured   $4.3           --      $5.3           $9.6

UAW - VEBA Loan/
Unsecured           $10.6        $(5.3)       --           $5.3

DOE/136 Loan -
Government/Secured     --           --      $6.0           $6.0
                    -----        ------   ------         ------
TOTALS              $23.8        $(7.3)    $11.3          $27.8


Required Debt & Debt Service Relief from Creditor Groups  ($5.0)
                                                         ------
                                  Serviceable Debt TOTAL  $22.8
                                                         ======

Chrysler said that alternatives to achieving the $5 billion in
debt and debt service reductions are (i) common stock conversion,
(i) preferred stock conversion, (iii) modified debt conversion,
and (iv) cash out.

Chrysler said that if the additional $5 billion of government
funding is received and creditors agree to liability
restructuring, it will pursue the alliance with Fiat.  It will
also diligently work to finalized negotiations with all other
constituents and pursue a simultaneous closing with Fiat, U.S.
Treasury, Daimler, Cerberus, the UAW and its creditors by
March 31, 2009.

A full-text copy of the Chrysler viability plan is available for
free at: http://researcharchives.com/t/s?39a3

A full-text copy of GM's viability plan is available for free at:

               http://researcharchives.com/t/s?39a4

The Treasury Secretary, upon receipt of Chryser's and GM's
viability plans, said, "I have received restructuring reports from
both General Motors and Chrysler, and they have been posted on the
Treasury Web site.  NEC Director Summers and I will be convening
the President's Task Force on Autos later this week to analyze the
companies' plans and to solicit the full range of input from
across the Administration on the restructuring necessary for these
companies to achieve viability."

                         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.


CILCORP INC: Moody's Affirms Corporate Rating at Ba1
----------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


CIRCUIT CITY: Wins Court Nod to Auction Remaining Store Leases
--------------------------------------------------------------
Circuit City Stores Inc., now liquidating the last 567 of
its 721 stores, received approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hold an auction for the
leases at the remaining locations.

A March 13 hearing will be held to approve lease sales,
Bloomberg's Bill Rochelle said, citing the court docket.

As reported by the Troubled Company Reporter on February 6, DJM
Realty, a Gordon Brothers Group company, has been retained to
exclusively manage the disposition of all remaining Circuit City
Stores, Inc., real estate in the United States.  In addition to
marketing the remaining Circuit City store leases, DJM Realty will
be marketing the distribution centers, office spaces and fee owned
properties for sale.  Circuit City is a specialty retailer of
consumer electronics and related services.

As of December 31, 2008, the domestic segment operated 567 stores
in 153 U.S. media markets.  Circuit City filed for Chapter 11
bankruptcy protection on November 10, 2008, and started
liquidation sales on January 17, 2009.  The engagement of DJM
Realty, which is subject to bankruptcy court approval, anticipates
a bid due on March 12, 2009.

"Circuit City's real estate has begun to create interest among
national and regional retailers and supermarkets.  There are great
opportunities for schools and other non-retail uses.  Several
buildings are free standing which offer opportunities for multiple
uses.  Several of the surplus properties are located in markets
that are very difficult to enter, these markets include northern
and southern California, the cities of New York, Chicago, Dallas
and Houston including the neighboring suburbs," said Andy Graiser
and Emilio Amendola, DJM Realty's Co-Presidents.

The 578 leases that are available for assignment in this
bankruptcy sale range from 16,844 - 82,555 square feet and are in
these states: AL, AR, AZ, CA, CO, CT, DE, FL, GA, HI, ID,
IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, NC, NE, NH, NJ,
NM, NV, NY, OH, OK, OR, PA, PR, RI, SC, TN, TX, UT, VA, VT, WA,
WI, WV AND WY.

In addition to the retail leases, DJM Realty is marketing 13 fee
owned properties consisting of:

      5 retail locations in Phoenix, Arizona; Moreno Valley,
        California; San Jose, California; Louisville, Kentucky;
        and Baltimore, Maryland,

      1 service center in Lithia Springs, Georgia,

      7 land parcels in Los Angeles, California; Marion,
        Illinois; Ardmore, Oklahoma; Lehigh, Pennsylvania;
        Florence, South Carolina; Richmond, Virginia; and
        Virginia Beach, Virginia.

Circuit City property details will be available shortly at:
http://www.djmrealty.com/

For more information please contact:

        James Avallone
        javallone@djmrealty.com
        Tel: (631) 927-0024

As reported by the Troubled Company Reporter, the Debtors failed
to reach an agreement with creditors and lenders to structure a
going-concern transaction.  At a hearing held January 16, 2009,
the Debtors obtained authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to sell their business pursuant
to an agency agreement with four liquidators: Great American Group
WF LLC, Hudson Capital Partners LLC, SB Capital Group LLC, and
Tiger Capital Group LLC -- the highest and best bidder for the
Debtors' assets.  The company has said it does not anticipate any
value will remain from the bankruptcy estate for the holders of
the company's common equity, although this will be determined in
the continuing bankruptcy proceedings.

InterTAN Canada Ltd., an indirect wholly-owned subsidiary of U.S.-
based Circuit City Stores, noted that The Source by Circuit City
stores across Canada remain open for business and are not included
in the liquidation process announced by Circuit City.

A full-text copy of the order approving the Sale, including the
Agency Agreement, is available for free at:

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

                         About DJM Realty

Melville, New York-based DJM Realty, a Gordon Brothers Group
company -- http://visitwww.djmrealty.com/ -- specializes in real
estate dispositions, renegotiation of occupancy costs,
acquisitions, valuations and capital solutions.  DJM Realty has
serviced the nation's most recognizable brands in healthy and
distressed situations. Bankruptcy clients have included Linens 'n
Things, Goody's, KB Toys, Kmart, The Sharper Image, Whitehall
Jewelers, Bombay, The Wiz, and Winn-Dixie.  DJM Realty was founded
in 1992 and has offices in Los Angeles, Boston and Chicago.

                    About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/is a global advisory, restructuring
and investment firm specializing in the retail, consumer products,
industrial, and real estate sectors. Gordon Brothers Group
maximizes value for both healthy and distressed companies by
purchasing or selling all categories of assets, appraising assets,
providing debt financing, making private equity investments, and
operating businesses for extended periods. Gordon Brothers Group
conducts over $40 billion in transactions and appraisals annually.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments -- domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

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


CONEXANT SYSTEMS: Files Form 10-Q For Quarter Ended Jan. 2
----------------------------------------------------------
Conexant Systems, Inc., filed with the Securities and Exchange
Commission its Form 10-Q for the fiscal quarter ended January 2,
2009, on February 11, 2009.

The Troubled Company Reporter reported on Feb. 4, 2009, that
Conexant Systems issued a press release on January 29, 2009,
disclosing financial results for the first quarter of fiscal 2009
that were in line with updated guidance provided on Dec. 15, 2008.
The TCR reported that Revenues for the first quarter of fiscal
2009 were $86.5 million.  Core gross margins were 54.1 percent of
revenues.  Core operating expenses were $43.5 million, and core
operating income was $3.3 million.  Core net loss from continuing
operations was $2.9 million, or $0.06 per share.  On a GAAP basis,
gross margins were 53.4 percent of revenues. GAAP operating
expenses were $46.5 million.  GAAP operating loss was $0.4
million, and GAAP net loss from continuing operations was $10.5
million, or $0.21 per share.  The company ended the quarter with
$110.3 million in cash and cash equivalents, a sequential increase
of approximately $4.4 million.  For the quarter ended January 2,
2009, the company posted a net loss of $17.6 million.

A full-text copy of the Company's Form 10-Q is available for free
at: http://researcharchives.com/t/s?3992

The Company also filed on February 11, 2009, Amendment No. 2 of
its Annual Report on Form 10-K for the year ended October 3, 2008.
The Company filed Amendment No. 2 for the sole purpose of
including conformed signatures of Deloitte & Touche LLP in each of
D&T's reports.  The Amendment also includes updated certifications
of the Company's Chief Executive Officer and Chief Financial
Officer required by Rules 13a-14(a) and 13a-14(b) under the
Securities Exchange Act of 1934. The conformed signatures were not
included in the Original Filing due to a clerical error in the
Edgar conversion.

A full-text copy of Amendment No. 2 to the Form 10-K is available
for free at: http://researcharchives.com/t/s?3993

                         About Conexant

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore and Israel.

As of January 2, 2009, the Company's balance sheet showed total
assets of $419.8 million and total liabilities of $572.8 million,
resulting in total shareholders' deficit of $152.9 million.

The Company's net losses from continuing operations for fiscal
2008, 2007, and 2006 were $133.4 million, $221.2 million, and
$97.1 million, respectively.


CRISS BROTHERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Criss Brothers Partnership
        3424 Kenilworth Avenue
        Bladensburg, MD 20710
        Tel: (301) 277-3454
        Fax: (301) 277-0384

Bankruptcy Case No.: 09-12383

Chapter 11 Petition Date: February 13, 2009

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

Judge: Paul Mannes

Company Description: The debtor is a general building contractor
                     providing siding and roofing installation or
                     repair services, skylight installation,
                     gutter or downspout services, architectural
                     sheet metal work, ceiling erection or repair,
                     chute installation, roofing and siding and
                     sheet metal work services.

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359
                  Email: richard@ginslaw.com

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

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

The petition was signed by Philip Cristaldi, managing partner of
the company.

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

          http://bankrupt.com/misc/mdb09-12383.pdf


D&A RESTAURANT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: D & A Restaurant Enterprises LLC
        100 South Water Street
        New Haven, CT 06519

Bankruptcy Case No.: 09-30340

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

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

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

       http://bankrupt.com/misc/ctb09-30340.pdf


DALE UPTEGROVE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Dale Richard Uptegrove
        aka Ozark Wood Products, LLC
        aka Uptegrove Wood Products, LLC
        aka Pack Rat Storage
        aka Uptegrove Properties
        11755 N. Farm Road 177
        Fair Grove, MO 65648

Bankruptcy Case No.: 09-60244

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

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

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

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

             http://bankrupt.com/misc/mowb09-60244.pdf


DAN MAHRU: Files for Bankruptcy, Owes As Much as $95 Million
------------------------------------------------------------
Tim Novak at Chicago Sun-Times reports that Dan Mahru has filed
for bankruptcy.

Sun-Times relates that Mr. Mahru said that he and his business
partners, including Tony Rezko, owe as much as $95 million to
creditors.  Sun-Times states that Messrs. Mahru and Rezko
separated a few years ago as development partners, but they're
still facing dozens of lawsuits filed over housing developments
they built.  The report quoted Mr. Mahru as saying, "I couldn't
handle all the multitude of lawsuits involving Mr. Rezko."

Mr. Mahru, according to Sun-Times, estimates his personal debts at
$50 million.  According to Sun-Times, Mr. Mahru stopped paying the
$1.5 million mortgage on his Glencoe home.  Sun-Times states that
the house is now in foreclosure.  Sun-Times relates that Mr. Mahru
owes $5.4 million on mortgages for his Automatic Ice company,
which provides icemakers to restaurants and hotels, and more than
$480,000 in legal fees to eight law firms -- including $5,075 to
the law firm of Ald. Edward M. Burke (14th).

Sun-Times reports that that Mr. Mahru's creditors include:

     -- a company owned by Nadhmi Auchi, the Iraq-born
        billionaire who took control of 62 acres in the South
        Loop that Messrs. Rezko and Mahru hoped to develop;

     -- Joseph Cacciatore, a lawyer and developer who claims he's
        owed $5 million from the South Loop project;

     -- John Thomas, a developer and FBI mole who helped
        authorities document the repeated visits former Gov. Rod
        Blagojevich and President Obama made to the offices where
        Messrs. Rezko and Mahru ran their Rezmar Corp.; and

     -- Fortunee Massuda, a podiatrist who invested millions in
        Rezmar projects.

Sun-Times says that Mr. Mahru lists $48,971 in assets.

Dan Mahru is a lawyer who became an ice peddler and real estate
developer.


DAVID FIORI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: David Fiori, Jr.
        d/b/a Integrated Electronic Techonologies
        2075 Byberry Road, Suite 104
        Bensalem, PA 19020

Bankruptcy Case No.: 09-10960

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Edmond M. George, Esq.
                  Obermayer Rebmann Maxwell & Hippel, LLP
                  1617 John F. Kennedy Blvd.
                  One Penn Center, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Email: edmond.george@obermayer.com

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

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

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

              http://bankrupt.com/misc/paeb09-10960.pdf


DYNACO CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dynaco Corp.
        dba Dynaco
        dba Dynaco West
        dba Dynaco Acquisition
        2500 E. Shady Grove Road
        Irving, TX 75060
        Tel: (480) 968-2000
        Fax: (480) 921-9830

Bankruptcy Case No.: 09-30920

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Company Description: Dynaco Corp. is a premier, high-reliability
                     rigid-flex circuit manufacturer. Dynaco
                     offers state-of-the-art fabrication of
                     complex printed circuits and assemblies for
                     quick turn prototype builds through volume
                     manufacturing.
                     See: http://www.dynacocorp.com/

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

The petition was signed by Steve L. Dutton, president of the
Company.

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


EMD GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: EMD Group of SW Florida, LLC
        P.O. Box 617
        Lafayette Hill, PA 19444

Bankruptcy Case No.: 09-02543

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Windy City Grill of Vanderbilt Beach, LLC  09-02545
        Windy City Grill of Daniel's Parkway, LLC  09-02547

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Estimated Assets: $0 to $50,000,000

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

The petition was signed by Edward M. DeLeo, managing member of the
Company.

The Debtors did not file a list of their 20 largest unsecured
creditors together with their petitions.


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

Enterprise has been afforded the opportunity to submit a plan to
the Exchange by March 10, 2009, advising the Exchange of actions
taken, or to be taken, to bring Enterprise into compliance with
Section 704 of the Company Guide by August 11, 2009.  Enterprise
intends to submit a plan to the Exchange by March 10, 2009,
explaining that, pursuant to Enterprise's charter, it must
consummate a business combination by November 7, 2009, or
Enterprise will dissolve and liquidate.  As a result, Enterprise
will either hold an annual meeting of stockholders prior to
November 7, 2009 or liquidate, in which case its securities would
be delisted from the Exchange.

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

                   About Enterprise Acquisition

Located in Boca Raton, Florida, Enterprise Acquisition Corp. (NYSE
Alternext US, Units: EST.U, Common Stock: EST, Warrants: EST.WS)
("Enterprise") - http://www.enterpriseacq.com/-- is a blank check
company formed for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar
business combination with one or more operating businesses.


FISCA OIL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Fisca Oil Co., Inc.
        4830 Rainbow Boulevard
        Westwood, KS 66205
        Tel: (913) 236-7000

Bankruptcy Case No.: 09-21519

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Company Description: The Debtor operates a gasoline service
                     station in Westwood, Kansas.

Debtor's Counsel: Patrick B. Howell, Esq.
                  555 East Wells St., Suite 1900
                  Milwaukee, WI 53202
                  Tel: (414) 273-2100
                  Fax: (414) 223-5000
                  Email: phowell@whdlaw.com

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

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

The petition was signed by G. Paul Streckmann, CEO of the Company.

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

             http://bankrupt.com/misc/wieb09-21519.pdf


FLYING J: Big West's Idled Plant Released Ammonia Vapor
-------------------------------------------------------
According to Bloomberg News, Big West of California LLC, a
subsidiary of Flying J Inc., said ammonia was released as a unit
was idled at its Bakersfield, California, refinery.  The ammonia
vapor escaped as the phosam unit was being shut at 9:10 a.m. On
Jan. 15, the company said in a filing with state regulators.

Big West said Jan. 28 it was "winding down" operations at its
Bakersfield plant after it was "unable to reach an agreement with
suppliers or secure other solutions that would allow the refinery
to continue to operate normally."

Big West said it has contacted the United Steelworkers Local 219
to begin discussions regarding "the future of its contract with
union employees at its Bakersfield Refinery.".

Freed Greener, executive vice president of Big West, said:
"Following the Chapter 11 filing on Dec. 22, 2008, we have not had
the cash liquidity needed to purchase crude in the necessary types
and quantities under the terms offered by suppliers.  We are
continuing to evaluate the full range of options, but we have been
unsuccessful in our efforts thus far to find a workable solution.
For now, we will be winding down refining operations at the
facility as we continue to explore opportunities.  We hope that
this suspension will be short-lived, and are working very hard to
find a solution that will allow resumption of operations.
However, at this time, we cannot predict when that might occur."

Big West of California LLC, owns and operates a 70,000 barrel per
day refinery in Bakersfield, California.  The refinery is supplied
by local California crude oils produced in the San Joaquin Valley
and the Los Angeles Basin.  Big West of California primarily
markets finished motor fuel products in the Bakersfield and Fresno
areas.  The refinery is also a large supplier of gas oil products
to other refiners.

                           About Flying J

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


FORWARD FOODS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Forward Foods LLC
        2548 Business Parkway
        Minden, NV 89423

Bankruptcy Case No.: 09-10545

Type of Business: The Debtor makes and sells energy bars.

Chapter 11 Petition Date: February 17, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Bradford J. Sandler, Esq.
                  bsandler@beneschlaw.com
                  Benesch Friedlander Coplan & Aronoff
                  222 Delaware Avenue, Suite 801
                  Wilmington, DE 19801
                  Tel: (302) 442-7007
                  Fax: (302) 442-7007

Claims Notice and Balloting Agent: The Garden City Group Inc.

Total Assets: $21,279,873

Total Debts: $25,364,230

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The CIT Group/Commercial       secured:          $5,125,000
Services, Inc.                 $1,344,473
Attn: Bertie Pujii
300 South Grand Avenue Inc.
14th Floor
Los Angeles, CA 90071
Tel: (213) 576-4608

Next Proteins, Inc.                              $3,910,000
5750 Fleet Street
Suite 100
Carlsbad, CA 92008
Tel: (760) 431-8152

Constantine Cannon                               $741,122
450 Lexington Avenue
New York, NY 10017
Tel: (212) 350-2700

CH Robinson Worldwide                            $324,808

Gelita USA                                       $196,584

Hire Dynamics LLC                                $152,171

Firmenich Inc.                                   $123,092

Malnove Incorporated                             $99,812
of Utah

Fonterra USA Inc.                                $98,360

Clasen Quality Coatings, Inc.                    $80,205

Golden Select Foods                              $75,884

Farbest-Tallman Foods Corp.                      $70,547

Premium Ingredients, Ltd.                        $68,174

St. Louis Lithographing Co.                      $68,119

American Casein Company                          $65,139

The Pantry, Inc.                                 $64,944

Crossroad Ingredients LLC                        $59,342

Osio International, Inc.                         $52,377

Univar USA Inc.                                  $50,761

The petition was signed by Nancy B. Huber, chief financial
officer.


FRONTIER AIRLINES: Posts $1,126,000 Net Income for Q4 2008
----------------------------------------------------------
Frontier Airlines Holdings, Inc. filed with the Securities
Exchange Commission on February 12, 2009, its quarterly report for
the period ended December 31, 2008.

Frontier reported a consolidated operating profit of $5.6 million
and a net profit of $1.1 million.  Excluding special items, the
Company reported an operating profit of $14.3 million and a net
profit of $7.6 million for the quarter.

Special items for the quarter included:

  * non-cash mark-to-market losses on fuel hedge contracts of
    $8.7 million;

  * charges of $0.4 million on early extinguishment of debt; and

  * gain of $2.7 million in reorganization activities, including
    $8.1 million on the sale of four A319 aircraft and expenses
    of $5.4 million.

Frontier's cash position increased to $69.1 million for the
period ending December 2008.  The Company realized net proceeds
of $44.1 million from the sale of four aircraft during the
quarter, which was offset by a decrease in working capital due to
the traditionally low booking period at the end of the year.

"These results truly buck the industry trends right now," said
Frontier President and CEO Sean Menke.  "This is also a testament
to the sacrifices and hard work put forth by all of our
employees. Despite significant competitive pressure and other
economic factors, we have been able to reduce our operating
expenses, increase revenues and maintain our high quality of
service."

Financial and restructuring highlights during the quarter
include:

  * For the quarter, mainline unit costs, excluding fuel and a
    post-retirement curtailment gain in 2007, decreased 4.3
    percent to 6.21 cents, despite a 16.0 percent reduction in
    mainline capacity, a 7.9 percent reduction in stage length
    and an average fleet utilization decrease of 7.2 percent

  * For the quarter year-over-year, mainline passenger unit
    revenue increased by 7.2 percent, and total mainline unit
    revenue increased by 10.2 percent

  * Load factor for the quarter improved 3.9 points versus the
    prior year period

  * Negotiated and secured long-term concessionary agreements
    with all represented labor groups

  * Successfully launched AirFairs, an innovative, customer-
    friendly fare structure that lets customers choose from one
    of three fare levels that best meets their specific travel
    needs

  * Among the industry leaders in key Department of
    Transportation performance metrics

On February 10, 2009, Matthew Henry, Frontier's vice president
and general counsel, cautioned that the Company's Fourth Quarter
Report on Form 10-Q for the three months ended December 31, 2008,
would be untimely filed.  The Debtors were focused with
transactions and other matters relating to their Chapter 11
cases, according to Mr. Henry.

       FRONTIER AIRLINES HOLDINGS, INC., AND SUBSIDIARIES
             Unaudited Consolidated Balance Sheets
                    As of December 31, 2008

                             ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $69,055,000
   Investment securities                                       0
   Restricted cash and investments                   114,683,000
   Receivables, net                                   36,322,000
   Prepaid expenses and other assets                  18,539,000
   Inventories, net                                   12,631,000
   Deposits on fuel hedges                            15,590,000
   Assets held for sale                                  743,000
                                                  --------------
Total current assets                                 267,563,000

Property and other equipment, net                    612,798,000
Security and other deposits                           25,348,000
Aircraft pre-delivery payments                         5,133,000
Restricted cash and investments                        2,987,000
Deferred loan expenses and other assets                5,430,000
                                                  --------------
Total Assets                                        $919,259,000
                                                  ==============

            LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities not subject to compromise:

CURRENT LIABILITIES:
   Accounts payable                                  $42,479,000
   Air traffic liability                             133,005,000
   Other accrued expenses                             50,598,000
   Current portion of long-term debt                           0
   Pre-delivery payment financing                              0
   Debtor-in-possession loan                          30,000,000
   Deferred revenue and other liabilities             28,828,000
                                                  --------------
Total current liabilities
not subject to compromise                           284,910,000

Long-term debt related to aircraft notes                       0
Convertible notes                                              0
Deferred revenue and other liabilities                20,761,000
Other note payable                                     3,000,000
                                                  --------------
Total liabilities not subject to compromise          308,671,000
                                                  --------------
Liabilities subject to compromise                    543,530,000
                                                  --------------
Total Liabilities                                    852,201,000
                                                  ==============

STOCKHOLDERS' EQUITY:
  Preferred stock, no par value, authorized
    1,000,000 shares; none issued                              0
  Common stock, no par value, stated value of
    $0.001 per share, authorized 100,000,000
    shares; 36,945,744 shares issued and
    outstanding at December 31, 2008                      37,000
   Additional paid-in capital                        196,879,000
   Unearned ESOP shares                                        0
   Accumulated other comprehensive loss, net                   0
   Retained deficit                                 (129,858,000)
                                                  --------------
Total Stockholders' Equity                            67,058,000
                                                  --------------
Total Liabilities and Stockholders' Equity          $919,259,000
                                                  ==============

      FRONTIER AIRLINES HOLDINGS, INC., AND SUBSIDIARIES
         Unaudited Consolidated Statement of Operations
             Three Months Ended December 31, 2008

Revenues:
   Passenger                                        $282,238,000
   Cargo                                               1,330,000
   Other                                              17,413,000
                                                  --------------
Total revenues                                       300,981,000

Operating expenses:
   Flight operations                                  37,847,000
   Aircraft fuel                                     115,186,000
   Aircraft lease                                     28,746,000
   Aircraft and traffic servicing                     45,280,000
   Maintenance                                        21,932,000
   Promotion and sales                                21,302,000
   General and administrative                         15,333,000
   Operating expense -- regional partners                      0
   Post-retirement liability curtailment gain                  0
   Employee separation and other charges                       0
   Loss (gains) on sales of assets, net                   78,000
   Depreciation                                        9,706,000
                                                  --------------
Total operating expenses                             295,410,000
                                                  --------------
   Business interruption insurance proceeds                    0

Operating income (loss)                                5,571,000

Non-operating income (expense):
   Interest income                                       856,000
   Interest expense                                   (8,376,000)
   Loss from early extinguishment of debt               (427,000)
   Other, net                                            632,000
                                                  --------------
Total non-operating expense, net                      (7,315,000)

Income (Loss) before reorganization items
  and income tax expense                              (1,744,000)

Reorganization expenses                               (2,651,000)
                                                  --------------
Income (Loss) before income tax expense                  907,000

Income tax expense                                      (219,000)
                                                  --------------
Net Income (Loss)                                     $1,126,000
                                                  ==============

      FRONTIER AIRLINES HOLDINGS, INC., AND SUBSIDIARIES
        Unaudited Consolidated Statement of Cash Flow
              Nine Months Ended December 31, 2008

Cash flows from operating activities:
  Net Loss                                          ($86,981,000)

Adjustments to reconcile net loss to net cash
   and cash equivalents:
    Compensation expense under long-term
     incentive and employee stock ownership plans      1,622,000
    Depreciation and amortization                     33,590,000
    Provisions recorded on inventories                 1,133,000
    Gains on disposal of equipment and other, net     (8,594,000)
    Mark to market adjustments on derivative gains    16,892,000
    Proceeds received from settlement of
     derivative contracts                             10,278,000
    Post-retirement reliability curtailment gain               0
    Loss on early extinguishment of debt                 990,000
    Reorganization items                              22,646,000
    Changes in operating assets and liabilities:
     Restricted cash and investments                 (40,707,000)
     Receivables                                      18,441,000
     Security and other deposits                     (16,183,000)
     Prepaid expenses and other assets                 7,890,000
     Inventories                                       4,745,000
     Other assets                                       (102,000)
     Accounts payable                                 11,439,000
     Air traffic liability                           (93,013,000)
     Other accrued expenses and income tax payable   (31,465,000)
     Deferred revenue and other liabilities            7,002,000
                                                  --------------
Net cash used by operating activities
  before reorganization                             (140,377,000)

Cash flows from reorganization activities:
  Net cash used by reorganization activities         (13,888,000)
                                                  --------------
Total Net Cash used by operating activities         (154,265,000)

Cash flows from investing activities:
  Aircraft lease and purchase deposits made           (4,725,000)
  Aircraft lease and purchase deposits returned       11,485,000
  Proceeds from the sale of property and equipment
   assets held for sale                               59,556,000
  Sale of short-term investment                        8,800,000
  Capital expenditures                               (10,244,000)
  Proceeds from the sales of aircraft --
   reorganization                                    194,300,000
                                                  --------------
Net cash provided by investing activities            259,172,000

Cash flows from financing activities:
  Net proceeds from issuance of common stock                   0
  Proceeds from DIP loan (postpetition)               30,000,000
  Proceeds from long-term borrowings                           0
  Extinguishment of long-term borrowings             (70,136,000)
  Principal payments on long-term borrowings         (27,843,000)
  Principal payments on short-term borrowings         (3,139,000)
  Payment of financing fees                           (2,170,000)
  Extinguishment of long-term debt --
   reorganization item                               (83,401,000)
                                                  --------------
Net cash used by financing activities               (156,689,000)

Net decrease in cash and cash equivalents            (51,782,000)
Cash and cash equivalents, beginning of period       120,837,000
                                                  --------------
Cash and cash equivalents, end of period             $69,055,000
                                                  ==============

             Frontier 5th best in On-time Arrivals

Frontier Airlines was hailed fifth best in on-time arrivals in
2008, out of 20 carriers in the United States, the Denver
Business Journal says, citing a report from the Department of
Transportation's Bureau's Transportation Statistics.

Although Frontier's on-time records slipped in December 2008, its
nationwide on-time arrival rate was 78.98 percent during the
year.  It also landed second in terms of market share at the
Denver International Airport.

Top ranking carriers include Hawaiian Airlines, which grabbed the
top spot, followed by Southwest Airlines, US Airways and Pinnacle
Airlines, Inc.

For the full year 2008, the on-time rate increased to 76 percent,
compared with 73.4 percent in 2007, the report noted.


GENERAL MOTORS: Saturn Dealers will Spin Off Into New Company
-------------------------------------------------------------
Kate Linebaugh at The Wall Street Journal reports that Dan
Januska, the owner of Saturn of Scottsdale, said that Saturn
dealers will spin off from General Motors Corp. into a new firm
that will seek to sell third-party vehicles under the Saturn
brand.

The dealers would work with GM on how to structure the new entity
for the next 60 days, WSJ states, citing Mr. Januska.

According to WSJ, the dealers have been worried after GM said it
needed to restructure the brand as part of plans submitted to the
federal government in December 2008.  Citing Mr. Januska, WSJ
states that Saturn dealers will continue to purchase vehicles from
GM for as long as they are produced.  Mr. Januska said that the
brand would be phased out in a few years, WSJ relates.

GM said in a reorganization plan submitted to the government on
Tuesday that it will produce new Saturns only for the current
product line up which expires in 2011.  WSJ quoted GM CEO Rick
Wagoner as saying, "It's a good distribution network.  If someone
comes up with an offer, we're very open to that."

WSJ, citing Mr. Januska, relates that under the plan, Saturn
dealers would be open to selling vehicles made by Indian or
Chinese manufacturers that would be sold as Saturns.  "There are
not a whole lot of alternatives.  Someone is going to see the
value of us and I don't know who it will be," the report quoted
Mr. Januska as saying.

                     About General Motors

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

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

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

                        *     *     *

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

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

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

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


GENERAL MOTORS: Viability Plan Requires Add'l $16.6B Govt. Funding
------------------------------------------------------------------
John D. Stoll, Sharon Terlep, and Alex P. Kellogg at The Wall
Street Journal report that General Motors Corp. said that it will
need an additional $16.6 billion in financial assistance from the
U.S. government.

GM, says WSJ, said could run out of money as soon as March if it
doesn't get at least some of that funding.

GM presented to the United States Department of Treasury on
February 17 its reorganization plan detailing its long term
viability.  The plan, which provides a comprehensive review of key
aspects of GM's restructuring, is the first of two status reports
required by the loan agreement signed by GM and the U.S. Treasury
on December 31, 2008.  GM is taking a number of additional actions
to reduce costs, streamline its business and improve its
competitive position.

Marketing and Revenue Improvement

In the U.S., GM will focus on its core brands; Chevrolet,
Cadillac, Buick, and GMC.  Pontiac will serve as a focused brand
with fewer entries, within the Buick-Pontiac-GMC channel.  GM will
have a total of 36 nameplates in 2012, down 25 percent from 2008
levels.  The plan also provides additional detail on the Hummer,
Saturn and Saab brands.

GM expects to make a decision to sell or phase out the Hummer
brand by March 31, with a final resolution expected no later than
2010.

GM has conducted a strategic review of the global Saab business
and has offered it for sale.  Given the urgency of stemming
sizeable cash demands associated with Saab operations, GM is
requesting Swedish government support prior to any sale.  The
company has developed a specific proposal that would have the
effect of capping GM's financial support, with Saab's operations
effectively becoming an independent business entity January 1,
2010.  While GM hopes to reach agreement with the Swedish
government, the Saab Automobile AB subsidiary could file for
reorganization as early as this month.

GM's dealer count is also projected to be further reduced, from
6,246 in 2008 to 4,700 by 2012, and to 4,100 by 2014.  Most of
this reduction will take place in metro and suburban markets where
dealership overcapacity is most prevalent.  The result will be a
smaller, but healthier GM dealer network.

Technology/Regulation Compliance

As indicated in the December 2, 2008 plan, GM is moving ahead
aggressively with plans to improve the fuel efficiency of its
vehicles and develop a broad range of advanced propulsion
technologies.  The company is investing significantly in
alternative fuel and advanced propulsion technologies in the 2009-
2012 timeframe, supporting the expansion of GM's hybrid offerings
and development of the Chevrolet Volt's extended-range electric
vehicle technology.

Cost Reduction and Operational Actions

In order to improve capacity utilization and cost competitiveness,
GM has consolidated its manufacturing footprint considerably by
closing 12 manufacturing facilities in the U.S. between 2000 and
2008.  Given the current very difficult market conditions, GM will
close an additional 14 facilities by 2012, five more than were
included in the December 2, 2008 plan.

Agreements with the UAW concerning several items have been
completed and are now being implemented.  First, a special
attrition program has been negotiated to assist restructuring
efforts by reducing excess employment costs through voluntary
attrition of the current hourly workforce.  Second, the UAW and
GM's management have suspended the JOBS program.  The program
provided full income and benefit protection in lieu of layoff for
an indefinite period of time.  In addition, GM and the UAW have
reached a tentative agreement relative to additional wage and
benefit changes.

Outside of the U.S., GM has accelerated restructuring plans for
its Canadian, European and Asia-Pacific operations, all of which
will be funded from sources outside the U.S.

Discussions are well advanced with the Canadian Federal and
Ontario governments regarding long-term financial assistance to
execute the restructuring actions necessary for long-term
viability and with the Canadian Auto Workers (CAW) union on
achieving competitive labor costs.  The CAW has committed to
achieving an hourly cost structure that is consistent with what is
ultimately negotiated with the UAW.

Progress has also been made with the Canadian Federal and Ontario
governments toward an agreement focused on maintaining
proportional levels of manufacturing in Canada and on providing
GMCL with a level of long-term financial assistance that is
proportional to the total support provided to GM by the U.S.
government.  GMCL is continuing dialogue with its unions and the
Canadian government with a target to finalize both agreements in
March 2009.

Europe is a highly competitive environment that is unprofitable
for many vehicle manufacturers, and has a relatively costly
restructuring environment.  GM has engaged its European labor
partners to achieve $1.2 billion in cost reductions, which include
several possible closures or spinoffs of manufacturing facilities
in high cost locations.  In addition, GM is restructuring its
sales organization to become more brand focused and better
optimize its advertising. GM is also in discussions with the
German government for operating and balance sheet support.  A
sustainable strategy for GM's European operations may include
support from partnerships with the German government and/or other
European governments.  The company expects to resolve solvency
issues for its European operations prior to March 31, 2009.

GM is reconsidering the pace of its expansion in the Asia Pacific
region.  As such, some of the proposed capacity expansion projects
and product programs in the region are no longer financially
feasible and will not proceed without financial support from
either the respective governments or from other partners.  GM is
holding discussions with its stakeholders to address the required
support.

Capitalization

Approximately $27 billion in unsecured public liabilities
currently on the company's balance sheet will be converted to a
combination of new debt and equity, for a net debt reduction of at
least $18 billion.

Negotiations are progressing with advisors of the ad hoc
bondholder committee.  Term sheets have been exchanged and due
diligence regarding GM's restructuring has commenced.  The company
anticipates that the bond exchange offer will commence in late
March, consistent with requirements in the U.S. Treasury loan
documents.  Under the term sheet proposal, a substantial majority
of the pro-forma equity in GM would be distributed to exchanging
bondholders and the UAW VEBA.

Discussions with representatives of the UAW VEBA have also been
progressing, and due diligence is also proceeding with respect to
reaching agreement to convert at least half of future VEBA
payments to equity.  The UAW is willing to discuss the VEBA
situation with government officials prior to signing any such term
sheet.  Closing of the conversion of VEBA obligations and
unsecured debt to equity should be complete in May of this year.

Government Funding

To complete its aggressive restructuring and fund its ongoing
operations amid an uncertain economic environment, GM is
requesting the U.S. government to consider funding the company
with a combination of secured term loans, revolving credit, and
preferred equity.

In the December 2 submission, GM indicated that under a U.S.
downside volume scenario, the company would need funding support
of approximately $18 billion.  In addition, GM assumed that the
$4.5 billion U.S. secured revolver credit facility would be
renewed when it matures in 2011.

In the current baseline forecast, near-term industry volumes are
similar to the December 2 downside scenario, and so GM's forecast
indicates the company will need the $18 billion that was requested
in December.  In addition, based on current credit market
conditions, it cannot be assumed that the company will be able to
rollover the $4.5 billion revolver in 2011.

Therefore, GM is requesting federal funding support of
$22.5 billion under its current baseline industry volume scenario.
If the U.S. industry deteriorates further, a scenario depicted in
the company's new, lower downside volume scenario with U.S.
industry volume of 9.5 million units in 2009 and
11.5 million units in 2010, GM would require further federal
funding, estimated currently at an additional $7.5 billion, which
could bring total Government support up to $30 billion by 2011.
Under the company's baseline outlook, repayment of federal support
is expected to begin in 2012.

Additional financial support might be required in 2013 and 2014 if
GM has to make contributions to our U.S. pension funds.  In an
update to the December 2, 2008 submission, recent valuations
indicate that GM's U.S. pension plans are currently under-funded
as of December 31, 2008.  At this point, it is premature to
conclude whether the company will need to make additional pension
contributions, as the funded status of the pension plan is subject
to many variables, including asset returns and discount rates.  GM
is currently analyzing its pension funding strategies.

During 2009-2014, GM also is requesting funding support from the
governments of Canada, Germany, the United Kingdom, Sweden, and
Thailand, and has included an estimate of $6 billion in funding
support by 2010 to provide liquidity specifically for GM's
operations in these countries.

Possible Bankruptcy

The plan also discusses the issue of bankruptcy as a potential
option for restructuring, concluding it would be a highly risky,
extremely costly and time-consuming process.  This reaffirms
management's position that bankruptcy is not in the best interests
of GM or its stakeholders.  The overriding risks are the
significant impact a bankruptcy would have on the company's
revenue stream and the resulting huge debtor-in-possession funding
support that would be required from the government, as such
funding is not available from traditional sources in today's
market conditions.  Accordingly, accomplishing GM's restructuring
out of court remains by far the best approach for all
constituents.

WSJ relates that GM believes bankruptcy would be more costly and
drawn out than a government-funded restructuring, as it might need
as much as $100 billion in financing from the government if it
were to go through the traditional bankruptcy process.

Details on the plan is available for free at:

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

              Projected EBIT Breakeven Point

GM's viability plan actions result in projected GM North America
(GMNA) earnings before interest and taxes (EBIT) breakeven point
of 11.5-12.0 million units in the U.S., compared to the
12.5-13.0 million unit range indicated in the December 2, 2008
plan.  The operating and balance sheet improvements outlined in
GM's viability plan are forecasted to result in a significant
enterprise value and positive net present value, positive adjusted
EBIT in 2010 and positive operating cash flow for its North
American operations in the same year.

Overall adjusted operating cash flows are expected to approach
breakeven levels in 2011, and improve to more than $6 billion in
the 2012-2014 period, reflecting both the full effect of GM's
global restructuring initiatives and recovering industry volumes.

Following the steep decline in U.S. industry sales in December
2008 and January 2009, GM responded by further lowering its
forecast for 2009 U.S. industry sales to 10.5 million units
(57.5 million units globally) for viability planning purposes.
These industry planning volumes are more conservative than those
being used by most other industry sources.

                     About General Motors

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

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

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

                        *     *     *

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

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

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

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


GENERAL MOTORS: Sichuan Auto Wants to Buy Hummer Vehicle Unit
-------------------------------------------------------------
Sichuan Auto Industry Group Co. wants to buy General Motor Corp.'s
Hummer sport-utility vehicle unit, Shanghai Daily reports, citing
people familiar with the matter.

According to Shanghai Daily, GM CEO Rick Wagoner has said that GM
was considering options for Hummer, including a sale.  Shanghai
Daily quoted GM's Shanghai-based spokesperson Henry Wong as
saying, "Meetings and discussions with potential investors are
ongoing.  We will not discuss whom the potential investors are."

Citing sources, Bloomberg News relates that Sichuan Auto may pay
up to $500 million for the Hummer.  The sources said that Sichuan
Auto will get financing from state-owned banks, Shanghai Daily
states.

Shanghai Daily reports that Sichuan Auto sales official Zhou Liya
has denied any knowledge of the firm's bidding for Hummer.

                        Bankruptcy Option

Josh Mitchell at Dow Jones Newswires relates that Rep. Sander
Levin said on Monday that the government has told GM to address
the possibility of firm's eventually filing for bankruptcy
protection in its progress report, which would also describe will
restructure to ensure its long-term viability.  The report quoted
Rep. Levin as saying, "They've been asked to address the issue of
bankruptcy in their plan but not to have that as an alternative
plan.  That's my understanding."

According to Dow Jones, Rep. Levin said that he and other auto-
industry allies in the Congress believe that a bankruptcy filing
by an automaker would be disastrous to the auto industry and the
economy.

       GM Won't Leave Saab Unprotected, Says Swedish Gov't

Citing a Swedish senior government official, Love Liman at Reuters
reports that the Swedish government is confident that GM won't
leave its Swedish carmaker Saab unprotected under the terms of a
restructuring plan it will submit to the U.S. government.

Reuters relates that the Swedish government is offering GM state
support as the company plans to sell its Saab unit as part of a
possible Chapter 11 bankruptcy filing that would create a new
firm.  According to Reuters, the Swedish government is in talks
with GM to stop the sale.

According to Reuters, Swedish Industry Ministry state secretary
Joran Hagglund said that he didn't expect GM's restructuring plan
to include a proposal for Saab and other non-core assets to be
liquidated or sold under protection of a bankruptcy court.

Mr. Hagglund, Reuters says, has denied a report from public
service broadcaster SVT that talks between the government and GM
had collapsed.  "It is of course the case that GM has a fair bit
on its hands back home, which affects how much time and effort
they can put into this.  But we are continuing the discussions and
we will have to see how they formulate the plan that they are to
present tomorrow [Tuesday]," Reuters quoted Mr. Hagglund as
saying.

       U.S. Gov't Urged to Push Carmakers Into Bankruptcy

Michael J. de la Merced at The New York Times relates that Edward
I. Altman, a Max L. Heine professor of finance at New York
University's Stern School of Business, is calling for the Obama
administration to push the automakers into bankruptcy, which could
ensure that taxpayers remain first in line for repayment.

Citing a person familiar with the matter, The NY Times states that
the Treasury Department has hired Rothschild, and two law firms,
Cadwalader, Wickersham & Taft and Sonnenchein, Nath & Rosenthal,
as advisers to ensure that taxpayers would be the first ones to
get repaid.

According to The NY Times, Mr. Altman proposes that the government
force GM into bankruptcy, then provide debtor-in-possession
financing for the firm, probably through a bank or finance firm
like General Electric's GE Capital.

                    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
$170.3 billion, resulting in a stockholders' deficit of
$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.


GEORGE HOOVER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: George F. Hoover
        dba Ivy Land Company
        1945 East Day Island Blvd. West
        Tacoma, WA 98466

Bankruptcy Case No.: 09-40939

Chapter 11 Petition Date: February 13, 2009

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

Judge: Paul B. Snyder

Debtor's Counsel: William L. Beecher, Esq.
                  Beecher & Conniff
                  1703-C Dock St.
                  Tacoma, WA 98402
                  Tel: (253) 627-0132
                  Email: billbeecher@beecherandconniff.com

Total Assets: $2,609,183

Total Debts: $3,310,871

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

        http://bankrupt.com/misc/wawb09-40939.pdf


GOTTSCHALKS INC: Proposes March 19 Auction for All Assets
---------------------------------------------------------
Gottschalks Inc. asks the United States Bankruptcy Court District
of Delaware to approve proposed bidding procedures for the sale of
substantially of its assets including the assumption and
assignment of lease and executor contracts.

The sale of all of the Debtor's assets is subject to competitive
bidding and auction.

The Debtor proposes March 12, 2009, as deadline for interested
buyers to submit their offers.  The Debtor wants to hold the
auction on March 17, 2009, at 10:00 a.m., at the offices of
Richards, Layton & Finger, P.A., at One Rodney Square, 920 North
King Street in Wilmington, Delaware.  The Debtor requests a
hearing to take place on March 19, 2009, at 2:00 p.m., to consider
approval of the sale.

The Debtor assures the Court that the proposed sale procedures
will enable it to conduct the auction in a fair and controlled
manner.  The auction process is essential to maintain and maximize
the value of its assets, the Debtor points out.

The sale of the Debtor's assets is expected to close by March 27,
2009.  Bloomberg's Bill Rochelle notes that the financing for
Gottschalks' reorganization requires selling the assets within 65
days of the Chapter 11 filing.

A full-text copy of the Debtor's sale bidding procedures is
available for free at: http://ResearchArchives.com/t/s?398e

A full-text copy of the Debtor's executory contracts is available
for free at: http://ResearchArchives.com/t/s?398f

A full-text copy of the Debtor's sale guidelines is available for
free at: http://ResearchArchives.com/t/s?3990

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. -- http://
www.gottschalks.com -- runs the Gottschalks regional department
store chain, currently operating 58 department stores and three
specialty apparel stores in six western states, including
California (38), Washington (7), Alaska (5), Oregon (5), Nevada
(1) and Idaho (2).  Gottschalks offers better to moderate brand-
name fashion apparel, cosmetics, shoes, accessories and home
merchandise.  The Debtor offers corporate information and selected
merchandise on its Web site.  The Company filed for Chapter 11
protection on January 14, 2009 (Bankr. D. Del. Case No. 09-10157).
O'Melveny & Myers LLP represents the Debtor in its Chapter 11
case.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., will serve as the Debtors' co-
counsel.  The Debtors selected Kurtzman Carson Consultants LLC as
its claims agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $288,438,000 in total assets and $197,072,000
in total debts as of Jan. 3, 2009.


GOTTSCHALKS INC: Committee Taps Cooley Godward as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Gottschalks Inc.
asks the Hon. Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware for permission to retain Cooley
Godward Kronish LLP as its lead counsel.

The firm will:

   a) attend the meetings of the Committee;

   b) review financial information furnished by the Debtor to the
      Committee;

   c) negotiate a budget and the use of cash collateral and
      availability provided by DIP financing;

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

   e) confer with the Debtor's management and counsel;

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

   g) review the Debtor's schedules and statement of financial
      affairs and business plan ;

   h) advise the Committee as to the ramifications regarding all
      of the Debtor's activities and motions before this Court;

   i) file appropriate pleadings on behalf of the Committee;


   j) review and analyze the Debtor's financial advisor's work
      product and reports to the Committee;

   k) provide the Committee with legal advice in relation to this
      case;

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

   m) assist the Committee in negotiations with the Debtor and
      other parties in interest on an exit strategy for this
      case; and

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

The firm's professionals and their compensation rates are:

      Professional                 Designation   Hourly Rate
      ------------                 -----------   -----------
      Lawrence C. Gottlieb, Esq.   Partner       $880
      Jay R. Indyke, Esq.          Partner       $785
      Gustavo Ordonez, Esq.        Associate     $555
      Michael A. Klein, Esq.       Associate     $485
      Lesley Kroupa, Esq.          Associate     $390
      Nicholas M. Santoiemma, Esq. Associate     $295

Lawrence C. Gottleib, Esq., attorney of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About Gottschalks

Headquartered in Fresno, California, Gottschalks Inc. --
http://www.gottschalks.com-- is a regional department store
chain, currently operating 58 department stores and three
specialty apparel stores in six western states, including
California (38), Washington (7), Alaska (5), Oregon (5), Nevada
(1) and Idaho (2). Gottschalks offers better to moderate brand-
name fashion apparel, cosmetics, shoes, accessories and home
merchandise.  The company filed for Chapter 11 protection on
January 14, 2009 (Bankr. D. Del. Case No. 09-10157).  O'Melveny &
Myers LLP represents the Debtor in its restructuring efforts.  Lee
E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., will serve as the Debtors' co-counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as claims agent.  The
U.S. Trustee for Region 3 appointed seven creditors serve on an
Official Committee of Unsecured Creditors.  In its bankruptcy
petition, Gottschalk listed $288,438,000 in total assets and
$197,072,000 in total debts as of Jan. 3, 2009.


GSI GROUP: Gets Extension From Nasdaq to Regain Compliance
----------------------------------------------------------
GSI Group Inc. said The Nasdaq Stock Market has granted to the
Company an extension until May 4, 2009, to regain compliance with
Nasdaq listing standards.

On November 13, 2008, the Company received a letter from Nasdaq
indicating that the Company was not in compliance with Nasdaq
Marketplace Rule 4310(c)(14), due to the failure to timely file
its Quarterly Report on Form 10-Q for the three month period ended
September 26, 2008.  As requested by Nasdaq, on January 12, 2009,
the Company timely submitted to Nasdaq a compliance plan, which
was subsequently supplemented on February 6, 2009, outlining the
Company's planned actions to regain compliance with the Rule.

Based on Nasdaq's further review of the plan, on February 11,
2009, Nasdaq gave the Company notice indicating that it has
granted the Company an extension until May 4, 2009, to file its
Quarterly Report with the Securities and Exchange Commission and
regain compliance with the Rule.  Failure to file the Quarterly
Report on or prior to May 4, 2009 could result in the Company's
common shares being delisted from Nasdaq.

The Company's Audit Committee is working diligently to complete
its previously announced review of sales transactions in the
Company's Semiconductor Systems Segment, along with other sales
transactions that contain arrangements with multiple deliverables,
for fiscal years 2006, 2007 and 2008 so that the Company can
complete the preparation and filing of its Quarterly Report . In
the meantime, the Company's securities will continue to be listed
on Nasdaq.

                          About GSI Group

Based in Bedford, Massachusetts, GSI Group Inc. supplies precision
technology to the global medical, electronics, and industrial
markets and semiconductor systems.  GSI Group Inc.'s common shares
are listed on Nasdaq (GSIG).


HARRAH'S ENTERTAINMENT: Almost Bankrupt, Bondholders Sue
--------------------------------------------------------
Oskar Garcia at The Associated Press reports that bondholders S.
Blake Murchison and Willis Shaw have filed a lawsuit against
Harrah's Entertainment Inc. and its board of directors in the U.S.
District Court in Delaware.

According to The AP, the plaintiffs claimed that Harrah's
Entertainment is on the verge of bankruptcy and debt default and
that the firm would leave them "in the lurch."

Court documents say that the complainants' attorney, Joseph A.
Rosenthal, said, "In an effort to ensure that only a limited class
of individuals and entities reap the rewards of their debt
investments in Harrah's to the detriment of other investors,
defendants have completed bond tender offers that benefit those
select individuals an entities to the exclusion of all others."

Harrah's Entertainment said in a regulatory filing last week that
it asked for $740 million from its banks under what remains of its
$2 billion secured credit facility, according to The AP.  The
report says that Harrah's Entertainment also said that it would
cut manager salaries by 5% and suspend company matches for
employee retirement benefits.  "Current economic conditions
require that we act with speed and resolve.  It is our hope that
in the long term this action will benefit the stability of the
company, and as a result all the affected employees individually,"
the company said in a statement.  Harrah's Entertainment said that
it hoped to reconsider those decisions once the economy
strengthens, The AP states.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 6, 2009,
Moody's Investors Service raised Harrah's Entertainment, Inc.'s
Probability of Default rating to Caa1/LD from Ca reflecting the
closing of HET's debt exchange transaction.  Moody's affirmed
Harrah's other ratings and adjusted the loss given default
assessments to reflect the new post-debt exchange capital
structure.  In approximately three business days, Moody's will
remove the LD designation from the PD rating.

The TCR reported on January 2, 2009, that Standard & Poor's
Ratings Services said it raised its corporate credit rating on
Harrah's Entertainment Inc. and its subsidiary, Harrah's Operating
Co. Inc. to 'B-' from 'SD'.  At the same time, S&P raised its
issue-level rating on the senior unsecured and subordinated debt
issues of HET's subsidiaries to 'CCC' from 'D'.
The recovery rating on these securities remains at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The rating outlook is
negative.


HAWAIIAN TELCOM: Wants Plan Exclusivity Until July 30
-----------------------------------------------------
Hawaiian Telcom Communications Inc. asks the U.S. Bankruptcy Court
for the District of Hawaii to extend its exclusive period to file
a Chapter 11 plan until July 30.

Bloomberg's Bill Rochelle said this is the first request for an
extension by Hawaiian Telcom.  The proposal is scheduled for
hearing on March 12.

The exclusivity motion, according to Mr. Rochelle, indicates that
the Company has been working "to address the myriad of creditor
concerns" while continuing "their analysis of restructuring
alternatives."

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

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

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

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

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


HCA INC: Peter Stavros Resigns; Kenneth Freeman Joins Board
-----------------------------------------------------------
On February 6, 2009, Peter M. Stavros notified the Board of
Directors of HCA Inc. that he would resign from the Company's
Board of Directors effective immediately.

In connection with the resignation of Mr. Stavros from the
Company's Board of Directors, on February 6, 2009, the Company's
Board of Directors appointed Kenneth W. Freeman to serve as a
member of the Company's Board of Directors effective immediately.
Mr. Freeman will serve on the Company's Patient Safety and Quality
of Care Committee.

Mr. Freeman has been a member of the general partner of Kohlberg
Kravis Roberts & Co. LLP since 2007 and joined the firm as
Managing Director in May 2005. From May 2004 to December 2004, Mr.
Freeman was Chairman of Quest Diagnostics Incorporated, and from
January 1996 to May 2004, he served as Chairman and Chief
Executive Officer of Quest Diagnostics Incorporated. From May 1995
to December 1996, Mr. Freeman was President and Chief Executive
Officer of Corning Clinical Laboratories, the predecessor company
to Quest Diagnostics. Prior to that, he served in various general
management and financial roles with Corning Incorporated. Mr.
Freeman currently serves as a director of Accellent, Inc. and
Masonite Corporation.

Mr. Freeman was appointed as a director to fill the vacancy
created by Mr. Stavros' resignation pursuant to the Amended and
Restated Limited Liability Company Agreement of Hercules Holding
II, LLC, which gives KKR the right to appoint three managers to
the Company's Board of Directors.

                        About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.

The TCR also reported on January 8, 2009, that Participations in a
syndicated loan under which HCA Inc. is a borrower traded in the
secondary market at 77.05 cents-on-the-dollar during the week
ended January 2, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.11 percentage points from the previous week, the
Journal relates.  HCA Inc. pays interest at 225 points above
LIBOR.  The bank loan matures on November 6, 2013.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.


HCA INC: Offering $300 Million Senior Secured Second Lien Notes
---------------------------------------------------------------
On February 11, 2009, HCA Inc. said it intends to offer to sell
$300 million aggregate principal amount of senior secured second
lien notes due 2017.  HCA intends to use the net proceeds from the
offering to repay existing indebtedness, which may include
borrowings under HCA's term loan, revolving and asset-based senior
secured credit facilities.  To the extent that proceeds from the
offering are not used to repay obligations under HCA's senior
secured credit facilities, such proceeds may used to repay other
existing senior unsecured indebtedness.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

HCA will seek amendments to its asset-based revolving credit
facility and its term loan and revolving credit facilities and
related documentation to permit, among other things, HCA to incur
additional indebtedness secured by a lien that ranks equally with
the lien securing the term loan and revolving credit facilities,
so long as such additional indebtedness is used to repay other
indebtedness secured on a similar basis.  There is no assurance
that HCA will obtain any of these amendments or certainty
regarding the cost or terms that will be required to obtain such
amendments.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.

The TCR also reported on January 8, 2009, that Participations in a
syndicated loan under which HCA Inc. is a borrower traded in the
secondary market at 77.05 cents-on-the-dollar during the week
ended January 2, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.11 percentage points from the previous week, the
Journal relates.  HCA Inc. pays interest at 225 points above
LIBOR.  The bank loan matures on November 6, 2013.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.


HRP MYRTLE: Coastal Entertainment Wants Park, Tries to Block Sale
-----------------------------------------------------------------
Joel Allen at Carolinalive.com reports that Coastal Entertainment,
LLC, has tried to block the sale of HRP Myrtle Beach Holdings
LLC's Hard Rock Park to FPI MB Entertainment, LLC.

According to court documents, Coastal Entertainment said that they
have the money on hand to buy Hard Rock Park.

As reported by the Troubled Company Reporter on February 12, 2009,
the Chapter 7 trustee of HRP Myrtle, taking back his earlier
proposal to abandon Hard Rock Park after he received a $25 million
bid for the theme park, filed a motion before the U.S. Bankruptcy
Court for the District of Delaware seeking authority to sell the
park on February 17.  FPI MB said it would reduce the price by $1
million if the sale wouldn't be completed by February 20.  The
price would drop an additional $50,000 for every other day the
closing is delayed.  FPI MB Entertainment has put down a $2.3
million down payment for Hard Rock and is hoping to close the sale
by February 20, if possible.

Carolinalive.com relates that Coastal Entertainment claimed that
it hasn't been given the opportunity to negotiate with the
bankruptcy trustee, or submit its own higher and better offer.
According to court documents, Coastal Entertainment's bid isn't
contingent on financing.  The sale to Coastal Entertainment could
be able to close the sale immediately, court documents say.

A group led by local water park owner Mark Lazarus has also
expressed interest in acquiring Hard Rock Park but hasn't
submitted a bid, Carolinalive.com reports.  Mr. Lazarus said that
he has no idea who Coastal Entertainment is, but he's trying to
find out, states the report.

Hard Rock International, Carolinalive.com relates, has also filed
an objection to the sale.  According to the report, Hard Rock
International wants to make sure whoever buys the park won't be
able to keep the Hard Rock name.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  Richards, Layton &
Finger represents the Debtors as counsel.  Dorsey & Whitney LLP
represents the Officiala Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.  The case was converted to liquidation
proceedings under Chapter 7 in January 2009.


ICFQ DESARROLLOS: Court OKs Banco Bilbao-Backed Case Dismissal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
approved on Feb. 6, 2009, the joint motion of ICFQ Desarrollos
Carraizo, Inc., and creditor Banco Bilbao Vizcaya Argentaria
Puerto Rico ("BBVA") for the dismissal of the Debtor's Chapter 11
case.

In their motion, dated Jan. 29, 2009, the Debtor and BBVA told the
Court that they have reached an agreement to settle all
controversies between them, including BBVQ's claim for collection
of money and mortgage foreclosure, the Debtor's counterclaim
against BBVA, both of which were filed before the Court of First
Instance of Puerto Rico, and the relief of stay pending in the
Bankruptcy Court.  Pursuant to the terms of the settlement, the
parties agreed that the dismissal be with a prohibition for the
Debtor to file any subsequent petition for relief under the
Bankruptcy Code for a period of 7 months from the entry of the
order of dismissal.

Notice was given to the five creditors in the Debtor's bankruptcy
case and the U.S. Trustee, and there were no objections received.
Per order of the Court, the Debtor is enjoined, under pain of civl
contempt, from filing another petition for Chapter 11 protection
in any court with subject matter and personal jurisdiction for the
next seven months.

Based Caguas, Puerto Rico, real estate developer ICFQ Desarrollos
Carraizo, Inc., filed for Chapter 11 protection on July 3, 2008
(Bankr. D. P.R. Case No. 08-04351).  Charles A. Cuprill, P.S.C.,
Law Offices, serves as the Debtor's bankruptcy counsel.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $55,985,918 and debts of $3,687,843.


INCENTRA SOLUTIONS: Wants Epiq as Claims and Solicitation Agent
---------------------------------------------------------------
Incentra Solutions, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions LLC as official
claims and solicitation agent of the Court.

Epiq will:

   i) perform certain noticing functions;

  ii) assist the Debtors in analyzing and reconciling proofs of
      claim filed against the Debtors' estates; and

iii) assist the Debtors in balloting in connection with any
      proposed Chapter 11 plan.

Additionally, Epiq will mail the Debtors' disclosure statement,
the plan and ballots and maintain and tally ballots in connection
with the voting of the plan.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, tells the Court that Epiq was paid a $25,000
retainer.  There are no amounts owed to Epiq as of the petition
date

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

                  About Incentra Solutions, Inc.

Headquartered in Boulder, Colorado, Incentra Solutions, Inc.
http://www.incentra.com/-- provides information technology
services.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Feb. 4, 2009, (Bankr. D. Del. Lead Case No.: 09-
10370) Pachulski Stang Ziehl & Jones LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $92,494,615 and estimated debts of $80,301,104.


IMPLANT SCIENCES: Signs New 3-Year Employment Pact With G. Bolduc
-----------------------------------------------------------------
The Troubled Company Reporter reported on Jan 22, 2009, that the
Board of Directors of Implant Sciences Corporation appointed Glenn
D. Bolduc as the President and Chief Executive Officer, and a
director, of the Company, effective January 1, 2009.  Mr. Bolduc
has served as the Company's Chief Financial Officer since July
2008, a position that Mr. Bolduc continues to hold.

On February 6, 2009, the Company entered into a new three-year
employment agreement with Mr. Bolduc pursuant to which Mr. Bolduc
receives a base salary of $275,000 per year, commencing as of
January 1, 2009.  After the third year, the agreement will
automatically renew for additional one-year periods unless notice
of non-renewal is given by either party.  The Company may
terminate the agreement at any time without cause, on 30 days'
prior written notice.  The agreement, however, provides for
payment of 12 months' salary and a pro rata portion of any bonus
compensation earned during the year of termination, as well as the
continuation of certain benefits, as separation payments in the
event that Mr. Bolduc's employment is terminated by the Company
without "cause" or Mr. Bolduc resigns for "good reason".  Mr.
Bolduc's base salary is subject to annual review, and any
increases will be made in the discretion of the Board of Directors
upon the recommendation of the Compensation Committee.

The agreement also provides for Mr. Bolduc to be eligible to
receive incentive compensation in an amount of up to $137,000 for
the fiscal year ending June 30, 2009, upon the achievement of
certain performance milestones established by the Board of
Directors.  Incentive compensation, if any, for subsequent fiscal
years will be based on performance milestones to be established by
mutual agreement between the Company and Mr. Bolduc within 60 days
after the commencement of each such fiscal year.

In connection with his new employment agreement, Mr. Bolduc has
been granted an incentive option under the Company's 2004 Stock
Option Plan to purchase 680,000 shares of the Company's common
stock, par value $.10 per share, with an exercise price of $.17
per share.  The option vests in equal annual installments over a
three-year period commencing on January 1, 2010.  The right to
exercise the option will accelerate in full immediately prior to
any transaction or series of sequenced events in which all or
substantially all of the Company's assets or common stock are sold
to or merged with a third party or third parties or in the event
that Mr. Bolduc's employment is terminated by the Company without
cause or Mr. Bolduc resigns for good reason.

A full-text copy of Glenn Bolduc's Employment Agreement is
available for free at: http://researcharchives.com/t/s?3995

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries. The Company has developed
proprietary technologies used in its commercial portable and
bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

                        Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007.
The auditing firm pointed to the company's recurring losses from
operations.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13,681,000, total liabilities of $11,268,000 and stockholders'
equity of $2,413,000.

The TCR reported on Feb. 9, 2009, that Implant Sciences
Corporation received on Feb. 2, a notice from the NYSE Alternext
US, LLC indicating that the Exchange intends to initiate
proceedings to delist the Company's common stock.  The Company has
appealed this determination and requested an oral hearing before
the Exchange's listing qualifications panel.


ILLINOIS POWER: Moody's Affirms Corporate Rating at Ba1
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


INCENTRA SOLUTIONS: Wants Karl Reed Guest as Special Counsel
------------------------------------------------------------
Incentra Solutions, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Karl Reed Guest as special transactional and
operations counsel.

Mr. Guest will render these services for the Debtors:

   a) general transactional matters;

   b) sales and customer contracts;

   c) vendor contracts;

   d) human resources;

   e) corporate governance;

   f) non-bankruptcy compliance with filing and reporting
      requirements;

   g) negotiation and preparation of any purchase agreement for
      the Debtors or the Debtors' assets;

   h) general review and assistance in compiling Debtors'
      informations required by general bankruptcy counsel; and

   i) other legal services as may be specifically directed by the
      Debtors from time to time.

Mr. Guest, the sole practitioner in the Law Offices of Karl Reed
Guest, tells the Court that his hourly rate is $375.  Mr. Guest
adds that he received a $50,000 retainer.

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

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions, Inc.
http://www.incentra.com/-- provides information technology
services.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Feb. 4, 2009, (Bankr. D. Del. Lead Case No.: 09-
10370).  Pachulski Stang Ziehl & Jones LLP represents the Debtors
in their restructuring efforts.  In their bankruptcy petition, the
Debtors listed assets of $92,494,615 and debts of $80,301,104.


INCENTRA SOLUTIONS: Wants Pachulski Stang as Bankruptcy Counsel
---------------------------------------------------------------
Incentra Solutions, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Pachulski Stang Ziehl & Jones LLP as counsel.

PSZ&J will:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business and management of their
      property;

   b) prepare in behalf of the Debtors necessary applications,
      motions, answers, orders and other legal papers;

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

   d) prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e) perform all other legal services for the Debtors that may
      be necessary and proper in these proceedings.

The Debtors proposes to pay PSZ&J compensation on a hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred.  The principal lawyers and paralegals designated to
represent the Debtors and their standard hourly rates are:

   David J. Baton                      $695
   Jeffrey N. Pomerantz                $675
   John D. Fiero                       $625
   Bruce Grohsgal                      $595
   Joshua M. Fried                     $535
   Werner Disse                        $495
   Jonathan J. Kim                     $495
   Patricia Jeffries                   $225

Mr. Grohsgal tells the Court that PSZ&J received $400,000 in
connection with its prepetition representation of the Debtors.
PSZ&J is current as of the petition date, but has not yet
completed a final reconciliation of its prepetition fees and
expenses as of the petition date.  Upon the final reconciliation
of the amount actual expended prepetition, any balance remaining
from the payment will be credited to the Debtors and utilized as
PSZ&J retainer to apply to postpetition fees and expenses.

Mr. Grohsgal assures the Court that PSZ&J is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Grohsgal can be reached at:

     Pachulski Stang Ziehl & Jones LLP
     919 N. Market Street, 16th Floor
     Wilmington, DE 19899-8705
     Tel: (302) 778-6403
     Fax: (302) 652-4400

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions, Inc.
http://www.incentra.com/-- provides information technology
services.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Feb. 4, 2009, (Bankr. D. Del. Lead Case No.: 09-
10370).  Pachulski Stang Ziehl & Jones LLP represents the Debtors
in their restructuring efforts.  In their bankruptcy petition, the
Debtors listed assets of $92,494,615 and debts of $80,301,104.


INTEGRATED MEDIA: Board Abandons Effort to Convert Debt to Equity
-----------------------------------------------------------------
On February 11, 2009, the board of directors of Integrated Media
Holdings, Inc., resolved to abandon its one year long effort to
convert substantial preexisting debt to equity and to increase the
number of shares the corporation is authorized to issue in order
to facilitate growth financing and potential acquisitions because
of repeated comments from the Securities and Exchange Commission
staff in response to the corporation's information statement.

As a result of the change, the board of directors further resolved
to amend its pending information statement on Form 14C to reflect
only the reincorporation from Delaware to Nevada and the resulting
change of corporate name to Arrayit Corporation.  All the original
terms and conditions of the corporation's existing debt and the
number of shares the corporation is authorized to issue will
remain unchanged.

Headquartered in Sunnyvale, Calif., Integrated Media Holdings Inc.
(OTC BB: IMHI) -- http://www.arrayit.com/-- is a holding company.
Through its merger with TeleChem International Inc., the company
has undertaken a new strategic and business direction to become
primarily a biotechnology company.

TeleChem's business activities are in the life sciences, chemical
trading and disease diagnostics areas.  TeleChem's chemicals
division provides customers with the raw materials required for
plastics, water soluble fertilizers, and alternative fuels.
TeleChem entered the biotechnology sector with the creation of the
Arrayit(R) Life Sciences Division in 1996.  Because of the public
interest in the Human Genome Project and microarray technology,
TeleChem focused on microarray products and services for the
research, pharmaceutical and diagnostics markets.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Integrated Media Holdings 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 recurring losses, negative working
capital, and stockholders' deficit.

Integrated Media Holdings Inc.'s consolidated balance sheet at
September 30, 2008, showed $1,246,655 in total assets and
$11,948,848 in total liabilities, resulting in a $10,702,193
stockholders' deficit.


JERRY MCWILLIS: May Use Cash Collateral Through March 31, 2009
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah granted Jerry
A. McWillis, Janet Kay McWillis, and J.A.M. Family Limited
Partnership authority to collect all rents generated from the
Maplewood apartments and the Golden Acres apartments and deposit
those funds into the existing debtor-in-possession account
maintained at Key Bank.  The Debtors are also authorized to
collect all rents generated from the warehouse properties leased
to Cachet Candle Company and to deposit those funds in to the DIP
Account.  The Court's order will be effective through March 31,
2009.

From the DIP Account, the Debtors are authorized to:

  (A) Pay the ordinary and necessary operating expenses for the
      Apartments, together with any renovation costs that are
      first authorized by Bank of America, in writing.

  (B) Pay personal living expenses, both past and future,
      according to a budget, so long as the aggregate total of
      the expenses does not exceed $4,443 per month.

  (C) Allocate 71% of the Personal Expenses to the cash collateral
      generated from the Apartments, pro rata between Maplewood
      and Garden Acres.

  (D) Allocate 29% of the Personal Expenses to the cash collateral
      generated from the Warehouse.

  (E) On a monthly basis, but no later than the 15th day of the
      month, and after payment of all expenses, the Debtors shall
      remit 80% of any amounts held in the DIP Account to Bank of
      America and Assurity Life Insurance Company, the creditors
      holding the senior cash collateral interest in the
      respective cash collateral, pro rata.

Bank of America and Granite Credit Union are granted a first and
second priority postpetition security interest and replacement
lien, respectively, in all of the Debtors' postpetition accounts,
etc., acquired by the Debtors after the petition dates for the
McWillises and for JAM, relating solely to the Maplewood and
Garden Acres properties.  The security interests and liens of Bank
of America will be valid and superior to all other interests or
liens of creditors of the estate of the Debtors in the Maplewood
and Garden Acres properties, as adequate protection for any loss
as a result of the use of Bank of America's cash collateral.

The McWillises will redesignate the beneficiaries of their life
insurance policies to pay the indemnity therefore to the surviving
debtor.  If the redesignation does not occur within 10 days, the
McWillises will not have authority to use cash collateral to pay
the premiums on the policies.

Assurity Life Insurance Company is granted a first priority
postpetition interest and replacement lien in all of the Debtors'
postpetition accounts, etc., acquired by the McWillises or JAM
after the petition dates for the McWillises and for JAM, relating
solely to the Warehouse.  The security interests and liens of
Assurity Life Insurance Company shall be valid and superior to all
other interests or liens of creditors of the estate of the Debtors
in the Warehouse, as adequate protection for any loss as a result
of the use of Assurity Life Insurance Company's cash collateral.

The Debtors were also ordered to file a plan and disclosure
statement on or before March 31, 2009.

                      About Jerry A. McWillis

Jerry A. McWillis and Janet Kaye McWillis, of Salt Lake City, dba
J.A.M. Family Limited Partnership, filed for Chapter 11 relief on
Oct. 9, 2008 (Bankr. D. Utah Case No. 08-26934).  Salt Lake City-
based J.A.M. Family Limited Parnership filed for Chapter 11 relief
on Oct. 27, 2008 (Bankr. D. Utah Case No. 08-27426).

On Feb. 4, 2009, the Court approved the consolidation of these
cases under Case No. 08-26934 (Jerry McWillis and Janet Kaye
McWillis).

Anna W. Drake, Esq., at Anna W. Drake, P.C., represents the
Debtors as counsel.

When Jerry McWillis and Janet Kaye McWillis filed for protection
from their creditors, they listed total assets and total debts of
between $10 million and $50 million each.  When J.A.M. Family
Limited Partnership filed for protection from its creditors, it
listed total assets and total debts of between $1 million to
$10 million each.


K-CAD: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: K-Cad, Inc.
        111 5th St.
        P.O. Box 267
        Usk, WA 99180
        Tel: (509) 445-1294

Bankruptcy Case No.: 09-00671

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Company Description: The debtor operates a gasoline service
                     station in Usk, Washington.

Debtor's Counsel: Dale L. Russell, Esq.
                  Russell Law Firm
                  P.O. Box 1225
                  Deer Park, WA 99006-1225
                  Tel: (509) 276-5014
                  Fax: (509) 276-7161
                  Email: ethelruss@aol.com

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

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

The petition was signed by G. Paul Streckmann, CEO of the company.

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

             http://bankrupt.com/misc/waeb09-00671.pdf


KEY PLASTICS: Ct Oks Sale of 3350 Farmtrail Property to Tekgard
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaward granted Key
Plastics L.L.C. and Key Plastics Finance Corp. authority to:

   i) assume the Asset Purchase Agreement between Key Plastics
      L.L.C. and International Auction & Appraisal Services LLC
      dated Nov. 17, 2008, and the 3350 Farmtrail Purchase
      Agreement between Key Plastics and Tekgard, Inc., dated
      Nov. 3, 2008;

  ii) sell Key Plastics's interests in the real property and
      certain personal property located at 3350 Farmtrail Road,
      York, Pennsylvania (the "3350 Farmtrail Property") to
      Tekgard, Inc. pursuant to the purchase agreement dated
      Nov. 3, 2008 (the "3350 Farmtrail Purchase Agreement"),
      free and clear of all liens, claims and encumbrances;

iii) sell Key Plastics interests in certain equipment located on
      the 3350 Farmtrail Property (the "3350 Farmtrail Assets")
      to International Auction & Appraisal Services LLC under the
      purchase and sale agreement dated Nov. 17, 2008 (the "Asset
      Purchase Agreement"), free and clear of liens;

  iv) sell any remaining unsold assets from the York Plant
      not sold by International Auction at scrap value; and

  iv) if necessary, abandon any Remaining Property not sold by
      International Auction or the Debtors that is of
      inconsequential value and benefit to the estates.

In their motion, the Debtors told the Court that the assumption of
the two prepetition contracts -- the Asset Purchase Agreement and
the 3350 Farmtrail Agreement -- will allow Key Plastics to sell
property and assets which they have determined are not integral to
their ongoing business operations at fair market value, thereby
benefiting the Debtors' estates.

Key Plastics related that the 3350 Farmtrail Property and the 3350
Farmtrail Assets are no longer necessary for the operation of the
Debtor's business because Key Plastics is closing its plant, in
York, Pennsylvania.

Pursuant to the Asset Purchase Agreement, Key Plastics agreed to
sell the 3350 Farmtrail Assets to International Auction for a
total purchase price of $225,000.  Said amount was paid to Key
Plastics on Dec. 12, 2008.  Additionally, in the Asset Purchase
Agreement, International Auction agreed to sell certain items and
equipment, including, a jewel press, vision inspection station,
conveyor system, bezel unloaD station, barcode reader and an
automated lubrication station, consigned to International Auction
by Key Plastics at an auction, which initially commenced on
Dec. 16, 2008.

Pursuant to the 3350 Farmtrail Purchase Agreement, Key Plastics
agreed to sell to Tekgard its interests in the 3350 Farmtrail
Property for a total purchase price of $1,515,000.

As reported in the Troubled Company Reporter on Feb 10, 2009, the
Court confirmed on Jan. 29, 2009, the Debtors' prepackaged plan,
concluding the Key Plastics' second trek through Chapter 11.

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

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

                        About Key Plastics

Headquartered in Northville, Michigan, Key Plastics LLC --
http://www.keyplastics.com/-- supplies plastic components to the
automotive industry.  The company has 24 manufacturing facilities
located in the United States, Canada, Mexico, Germany, Portugal,
Spain, the Czech Republic, France, Slovakia, Italy and China.
According to Bloomberg News, the company filed for bankruptcy in
March 23, 2000, in Detroit and emerged a year later under the
ownership of private-equity firm Carlyle.

The company and Key Plastics Finance Corp. filed separate
petitions for Chapter 11 relief on Dec. 15, 2008 (Bankr. D. Del.
Case Lead Case No. 08-13324).  Mark D. Collins, Esq., at Richards
Layton & Finger PA; and Stephen A. Youngman, Esq., and Martin A.
Sosland, Esq., at Weil, Gotschall & Manges LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed assets and debts
between $100 million and $500 million each.

As reported in the Troubled Company Reporter on Feb 10, 2009, the
Court confirmed on Jan. 29, 2009, the Debtors' prepackaged plan,
concluding the Key Plastics' second trek through Chapter 11.


LANDMARK LUGGAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Landmark Luggage & Gifts, LLC
        dba Passport Luggage
        dba Backpack Express
        2165 N.W. 108th St., Ste. F
        Clive, IA 50325
        Tel: (515) 278-2004
        Fax: (515) 278-1137

Bankruptcy Case No.: 09-00444

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Company Description: The debtor sells luggage, briefcases, laptop
                     cases, duffels and travel accessories.
                     See: http://www.landmarkluggage.com/

Debtor's Counsel: Donald F. Neiman, Esq.
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5877
                  Fax: (515) 246-5808
                  Email: neiman.donald@bradshawlaw.com

Total Assets: $622,481

Total Debts: $1,670,485

The petition was signed by Robert Jurgensmeier, vice president of
the company.

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

             http://bankrupt.com/misc/iasb09-00444.pdf


LEAH LIGHTFOOT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Leah Diamand Lightfoot
        Nathaniel L. Lightfoot
        1023 Loggerhead Lane
        Sugarloaf Key, FL 33042-3151

Bankruptcy Case No.: 09-12454

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Debtor's Counsel: D. Jean Ryan, Esq.
                  P.O. Box 561507
                  Miami, FL 33256
                  Tel: (305) 275-2733
                  Email: ryandunncourtmail@ryan-dunn.com

Total Assets: $1,255,775

Total Debts: $1,647,330

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

             http://bankrupt.com/misc/flsb09-12454.pdf


LEE'S RV CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Lee's RV Center Inc.
        7247 State Road 46 East
        Batesville, IN 47006
        Tel: (800) 232-3841
        Fax: (812) 934-0234

Bankruptcy Case No.: 09-90374

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Roger Lee                                  09-90375

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Company Description: The Debtor, doing business as Lee's Country
                     RV, is one of Indiana's largest RV
                     dealerships and has been selling RV's since
                     1989.
                     See: http://www.leescountryrv.com

Debtor's Counsel: Neil C. Bordy, Esq.
                  Seiller Waterman LLC
                  462 S 4th Street, Suite 2200
                  Louisville, KY 40202-3459
                  Tel: (502) 584-7400
                  Email: bordy@derbycitylaw.com

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

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

The petition was signed by Roger Lee, president of the Company.

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

             http://bankrupt.com/misc/insb09-90374.pdf


LEVEL 3 COMMS: Posts $290 Million Net Loss in 2008
--------------------------------------------------
Level 3 Communications, Inc. (NASDAQ: LVLT) reported consolidated
revenue of $1.05 billion for the fourth quarter 2008, compared to
consolidated revenue of $1.10 billion for the fourth quarter 2007.
For the full year 2008, consolidated revenue increased to $4.30
billion, compared to $4.27 billion in 2007.

Net income for the fourth quarter 2008 was $44 million, or $0.03
per basic share and ($0.03) per diluted share, compared with a net
loss of $91 million, or ($0.06) per share for the fourth quarter
2007.  The net loss for 2008 was $290 million, or ($0.19) per
share, compared to a net loss of $1.11 billion, or ($0.73) per
share in 2007.

Consolidated Adjusted EBITDA was $323 million in the fourth
quarter 2008, which included a net benefit of $52 million from
four adjustments: $86 million benefit from a reduction in
estimated asset retirement obligations, $14 million charge for
patent litigation expenses, $12 million in severance charges for
employee workforce reductions, and $8 million in real estate lease
impairment charges.  Without the benefit of these Fourth Quarter
2008 Adjustments, Consolidated Adjusted EBITDA increased to $271
million in the fourth quarter 2008, compared to
$246 million for the fourth quarter 2007.  For the full year 2008,
without the benefit of the Fourth Quarter 2008 Adjustments,
Consolidated Adjusted EBITDA was $988 million, compared to
$824 million for the full year 2007.

"In the fourth quarter, we delivered strong Consolidated Adjusted
EBITDA growth, and generated significant positive Free Cash Flow,"
said James Crowe, CEO of Level 3.  "In addition, the capital
markets transactions we completed during the quarter meaningfully
strengthened our balance sheet."

                     Communications Business

Revenue

Total Communications Revenue for the fourth quarter 2008 was $1.03
billion, versus $1.08 billion for the fourth quarter 2007.  Total
Communications Revenue for 2008 was $4.23 billion, compared to
$4.20 billion in 2007.

                   Core Communications Services

Core Communications Services revenue, which includes Core Network
Services and Wholesale Voice Services, was $966 million in the
fourth quarter 2008, a 2 percent increase compared to Normalized
Core Communications Services revenue of $944 million in the fourth
quarter 2007.  Fourth quarter Core Communications Services revenue
was negatively affected by approximately $14 million, due to the
strengthening of the U.S. dollar against European currencies.

For the full year 2008, Normalized Core Communications Services
revenue grew 7.2 percent to approximately $3.85 billion, compared
to $3.59 billion for the full year 2007.  In 2008, Normalized full
year Core Communications Services revenue, grew approximately 7.6
percent, assuming constant currency rates from the third quarter
2008 to the fourth quarter 2008.

                  Other Communications Services

Other Communications Services revenue was $68 million in the
fourth quarter 2008, a decline of 47 percent compared to the
fourth quarter 2007, resulting from expected declines in SBC
contract revenue and managed modem revenue.

                         Deferred Revenue

The communications deferred revenue balance was $887 million at
the end of the fourth quarter 2008, compared to $938 million at
the end of the fourth quarter 2007 and $910 million at the end of
the third quarter 2008.  The deferred revenue balance declined
quarter over quarter due to a combination of amortization and
negative effects of the strengthening dollar against European
currencies.

                         Cost of Revenue

Communications cost of revenue for the fourth quarter 2008
decreased to $414 million, versus $444 million in the fourth
quarter 2007. Communications cost of revenue was $425 million in
the third quarter 2008.  For the full year 2008, communications
cost of revenue was $1.74 billion, compared to $1.77 billion for
the full year 2007.

Communications gross margin was 60.0 percent for the fourth
quarter 2008, compared to 59.0 percent in the fourth quarter 2007.
Communications gross margin was 58.8 percent for the full year
2008, compared to 57.9 percent for the full year 2007.

          Selling, General and Administrative Expenses

Communications SG&A expenses were $301 million for the fourth
quarter 2008.  Excluding the $64 million in net benefit from the
$86 million ARO adjustment, the $14 million in litigation expenses
and the $8 million in lease impairments, Communications SG&A would
have been $365 million, compared to $439 million for the fourth
quarter 2007 and $388 million for the third quarter 2008.
Communications SG&A expenses include $17 million,
$50 million, and $18 million of non-cash compensation expense for
the fourth quarter 2008, the fourth quarter 2007 and the third
quarter 2008, respectively.

Excluding non-cash compensation expense and the net benefit of $64
million as described above, Communications SG&A was
$348 million in the fourth quarter 2008, an 11 percent reduction
compared to $389 million in the fourth quarter 2007 and a 6
percent reduction compared to $370 million in the third quarter
2008.

Communications SG&A expenses, excluding non-cash compensation and
the net $64 million benefit from the ARO adjustment, the
litigation expense and the lease impairments in the fourth quarter
2008, were $1.49 billion for 2008, a 7 percent reduction versus
$1.60 billion for 2007.

                         Adjusted EBITDA

Communications Adjusted EBITDA increased to $324 million for the
fourth quarter 2008, or $272 million excluding the net
$52 million benefit from the Fourth Quarter 2008 Adjustments.
This compares to $246 million for the fourth quarter 2007.

Communications Adjusted EBITDA margin, excluding the Fourth
Quarter 2008 Adjustments, improved to 26.3 percent for the fourth
quarter 2008, versus 22.7 percent for the fourth quarter 2007.

Communications Adjusted EBITDA excludes non-cash compensation
expense and includes severance and restructuring charges.
Severance and restructuring charges were $12 million for the
fourth quarter 2008, $5 million for the fourth quarter 2007 and $2
million for the third quarter 2008.

Communications Adjusted EBITDA, excluding Fourth Quarter 2008
Adjustments, was $987 million for the full year 2008, an increase
of 20 percent compared to $823 million for the full year 2007.

              Consolidated Cash Flow and Liquidity

During the fourth quarter 2008, Unlevered Cash Flow was
$251 million, versus $146 million for the fourth quarter 2007.

Consolidated Free Cash Flow was $124 million for the fourth
quarter 2008, compared to $41 million for the fourth quarter 2007.

For the full year 2008, Unlevered Cash Flow was $480 million
compared to $89 million in 2007.  Consolidated Free Cash Flow was
negative $36 million in 2008 compared to negative $402 million in
2007.  Capital expenditures were $449 million for the full year
2008 compared to $633 million in 2007.

As of Dec. 31, 2008, the company had cash and cash equivalents of
approximately $768 million.

                    Balance Sheet Improvements

During the fourth quarter 2008, the company completed tender
offers for its 2.875% Convertible Senior Notes due 2010, 6%
Convertible Subordinated Notes due 2010, and 6% Convertible
Subordinated Notes due 2009.  In conjunction with the tender
offers, the company completed its offering of $400 million of 15%
Convertible Senior Notes due 2013.

In 2008, through the combination of these tender offers, cash
repurchases and debt for equity exchanges, the company reduced its
outstanding debt due 2009 through 2012 by $639 million and its
total debt due by $239 million.

"We are pleased with the progress we made on improving the balance
sheet during the fourth quarter," said Sunit Patel, CFO of Level
3.  "We were able to reduce our near term maturities and increase
our cash balance.  As a result, we now expect to be able to pay
all of our remaining 2009 and 2010 debt with cash on hand."

                      2009 Business Outlook

"In the near-term, our reported revenues are being negatively
affected due to several factors: the general economic environment
driving churn in our enterprise business as well as usage
declines; known disconnects from some key wholesale customers;
typical seasonality in our Vyvx broadcast business; and recent
weakness in pound sterling rates that affect our reported European
revenues," said Mr. Patel.

"While we expect near-term pressure on revenues, we are confident
in our ability to deliver growth in Consolidated Adjusted EBITDA
in 2009 from the $988 million reported in 2008 and continued
improvement in Free Cash Flow generation.  We expect to be Free
Cash Flow positive for the full year 2009.

"Our capital expenditures in 2009 will be significantly lower than
2008 and in line with revenue growth which has been slowing over
the second half of 2008."

Effective Jan. 1, 2009, the company will adopt FASB Position APB
14-1, which mandates a change in accounting for certain
convertible debt instruments.  As a result of this change, the
company expects GAAP interest expense to be $550 to $575 million
in 2009 compared to $534 million in 2008.  In 2009, the company
expects net cash interest expense to be approximately
$510 million.

                             Summary

"The actions we took during 2008 have improved our financial
outlook and we are confident about the strength of our financial
position in these difficult times" said Mr. Crowe.  "Given the
uncertain economic outlook, we remain focused on assuring our cost
structure is appropriate for a wide range of potential revenue
growth rates; on improving credit quality; and on ensuring we are
positioned to take advantage of the opportunities that will emerge
as the longer term positive fundamentals of our business displace
short-term challenges."

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

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

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $9.63 billion, total liabilities of $8.76 billion and
stockholders' equity of $876 million.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Moody's Investors Service adjusted Level 3 Communications, Inc.'s
probability of default rating to Ca/LD subsequent to the company
completing tender offer transactions that were interpreted, for
ratings purposes (and as was contemplated in Moody's November 24,
2008 press release that addressed the ratings' impact of the
tender offer), as constituting a distressed exchange that is
tantamount to a default.  As was then noted, the PDR will be
temporarily repositioned to Ca/LD to reflect the limited default
that has occurred; the PDR will be repositioned (back to Caa1,
under review for downgrade) after three business days.


LIGHTWAVE ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Lightwave Enterprises, Inc.
        1999 Mt. Read Boulevard, Building 2
        Rochester, NY 14615
        Tel: (585) 426-0910

Bankruptcy Case No.: 09-20317

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Company Description: Lightwave Enterprises, Inc., provides
                     customers with extensive optical design, and
                     manufacturing expertise and capability under
                     one roof.
                     See: http://www.leioptics.com/

Debtor's Counsel: John A. Belluscio, Esq.
                  400 Wilder Building
                  1 East Main St.
                  Rochester, NY 14614
                  Tel: (585) 454-4635
                  Email: jbelluscio@choiceonemail.com

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

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

The petition was signed by Rexford R. Fisher, Sr., CEO of the
Company.

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


LINENS 'N THINGS: Pens Deal with Quebecor World on Sale of Paper
----------------------------------------------------------------
Debtor Quebecor World (USA), Inc., and Linens 'n Things, Inc., are
parties to a letter of commitment and a printing services
agreement.

QWUSA filed a $1,935,513 claim against Linens 'n Things in
Linens' bankruptcy case pending before the U.S. Bankruptcy Court
for the District of Delaware on account of the printing services
provided by QWUSA to Linens' prior to Linens' Petition Date.
QWUSA alleges that it is owed an additional $20,000 for
prepetition services provided to Linens and asserts a $21,147
claim for postpetition services.  Linens has also filed proofs of
claim against QWUSA and all of its affiliated debtor entities in
an unliquidated amount.

QWUSA asserts that its Claims are secured by a valid security
interest in certain paper that is currently in its possession
under the Agreements.  Linens disputes that the QWUSA Lien is
valid, perfected and enforceable and asserts, among other things,
that the Paper is property of Linens' estate in Linens'
bankruptcy case.

To effectuate the expeditious sale of the Paper, the Parties
entered into an interim agreement and agreed in the ordinary
course of business that the proceeds of the Sale would be held in
a joint escrow account, and distributed pursuant to the terms of
the Letter Agreement.

Judge Peck of the U.S. Bankruptcy Court for the Southern District
of New York, who is overseeing QWUSA's bankruptcy case, approved
the parties' stipulation.

The stipulation provides that:

  (a) the parties will be bound by the terms of the Letter
      Agreement and satisfy the conditions and requirements
      provided in the Letter Agreement;

  (b) QWUSA consents to the Sale of the Paper by Linens and has
      agreed to cooperate to prepare the Paper for Sale;

  (c) Linens agrees that with respect to all Paper where the
      Sale of the Paper is not consummated within 90 days of the
      date of the Letter Agreement, or the later date as agreed
      to by QWUSA in writing, the Paper will become the property
      of QWUSA free and clear of any interest Linens alleges in
      the Paper or any proceeds from the Paper and QWUSA may
      dispose of the Paper in any manner it may determine; and

  (d) upon the consummation of the Sale of the Paper, all cash
      received from the Sale will be disbursed in this manner:

         * LNT will promptly pay to QWUSA from the first
           available sums received on account of the Sale
           Proceeds $21,147 for the Postpetition Claim;

         * the balance of the Sale Proceeds, after payment of
           the Postpetition Claim, will be divided between the
           Parties, and QWUSA will be paid 20% of the Sale
           Proceeds and Linens will be paid 80% of the Sale
           Proceeds; and

         * Linens will pay QWUSA from Linens' Share 80% of the
           expenses QWUSA has incurred in preparing the Paper
           for Sale, which expenses will be calculated by
           multiplying the aggregate tons of the Paper sold by
           $20 per ton or by $10 per ton.

QWUSA's Prepetition Claim will be reduced by QWUSA's Share less
20% of the expenses QWUSA has incurred in preparing the Paper for
Sale.

The Stipulation is subject to approval by the Delaware Bankruptcy
Court.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LUMINENT MORTGAGE: Wants Solicitation Period Extended to July 2
---------------------------------------------------------------
Luminent Mortgage Capital, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Maryland to extend the exclusive period
during which the Debtors have the exclusive right to solicit
acceptances of their amended Chapter 11 Plan, from March 4, 2009,
thorugh and including July 2, 2009.

The Debtors tell the Court that they are negotiating with the
Official Committee of Unsecured Creditors, Wells Fargo and Arco
Capital Corp. for additional amendments to the Amended Chapter 11
Plan.

As reported in the Troubled Company Reporter on Jan. 8, 2009, the
Debtors filed with the Court their First Amended Joint Plan of
Reorganization and Disclosure Statement explaining said Plan.

The Plan provides for, among other things, the conversion of
Luminent Mortgage Capital, Inc. from a publicly traded real estate
investment trust into a private asset management company and the
issuance of the Reorganized Equity Units and the Reorganized
Preferred Equity Units to certain classes of Creditors, the
payment in full of all Allowed Other Secured Claims, and the
cancellation of all outstanding Interests in the Debtors.

General Unsecured Claims Against Luminent under Classes 4(a) and
(b), with estimated allowed Claims of $297,054,107, are impaired
under Plan.  Holders of Allowed 4(a) Claims will receive their
Ratable Portion of (i) the Unsecured Distribution Fund, and (ii)
41% of the Reorganized Equity Units, taking into account the
Holders in Classes (4)(b) and 5(b) to determine such Ratable
Portion.  Holders of Allowed Class 4(b) Claims will receive their
Ratable Portion of 41% of the Reorganized Equity Units, taking
into account the holders of Allowed Claims in Classes (4)(a) and
5(b) to determine such Ratable Portion.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine of its subsidiary debtors filed separate
petitions for Chapter 11 relief on Sept. 5, 2008 (Bankr. D. Md.
Lead Case No. 08-21389).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler, represents the Debtors as counsel.  The U.S.
Trustee for Region 4 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Jeffrey Neil Rothleder, Esq.,
at Arent Fox LLP, represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.


LUMINENT MORTGAGE: May Employ Protiviti as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
Luminent Mortgage Capital, Inc., et al., authority to employ
Protiviti Inc. as financial advisor to the Debtors, nunc pro tunc
to Sept. 9, 2008.

As reported in the Troubled Company Reporter on Oct. 31, 2008,
Protiviti will:

  a) assist the Debtors in filing and obtaining approval of a
     disclosure statement and confirmation of the Debtors' plan
     of reorganization;

  d) prepare cash flow projections and valuations of the Debtors'
     businesses as required in connection with the Debtors'
     disclosure statement and confirmation of the Debtors' plan
     of reorganization;

  c) offer testimony regarding the financial condition of the
     Debtors, administration or recovery of estates and other
     matters to protect the interest of the Debtors' estates;

The firm's professionals and their compensation rates are:

     Professionals         Hourly Rates
     -------------         ------------
     Guy A. Davis             $460
     Suzanne B. Roski         $440
     Alicia A. Loza           $330
     Eric M. Massell          $220
     Linda B. Seay            $190

Guy A. Davis, a managing director at Protiviti, Inc., told the
Court that the firm does not hold any interest adverse to the
Debtors' estate and their creditors, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine of its subsidiary debtors filed separate
petitions for Chapter 11 relief on Sept. 5, 2008 (Bankr. D. Md.
Lead Case No. 08-21389).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler, represents the Debtors as counsel.  The U.S.
Trustee for Region 4 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Jeffrey Neil Rothleder, Esq.,
at Arent Fox LLP, represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.


LYONDELL CHEMICAL: Temporary Injunction Vs. Noteholders Extended
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has scheduled another hearing on Lyondell
Chemical Co's request to enjoin noteholders from pursing actions
against its parent LyondellBasell Industries AF SCA and European
affiliates.

Bloomberg's Bill Rochelle said that at the Feb. 13 hearing, Judge
Gerber said he needs to hear more testimony at another hearing
within 10 days.  In the meantime, he continued a temporary
injunction stopping creditor actions against the non-filed parent
and affiliates, the report said.

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 LBIAF or any non-
debtor 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.

The noteholders are opposing the proposal.  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.

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 full-text copy of the temporary restraining order and other
relevant documents is available for free 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)


MARC DREIER: Released on $10 Million Bail
-----------------------------------------
Marc S. Dreier was released on $10 million bond.  According to
Bloomberg News, Mr. Dreier left the Metropolitan Correctional
Center in downtown Manhattan February 13 and was driven to his
midtown Manhattan home, where he'll be confined under guard
pending trial.  The report relates that under the terms of his
bail, Mr. Dreier will be subject to electronic monitoring and
watched around the clock by armed security guards to ensure he
doesn't flee.

The U.S. District Court for the Southern District of New York
previously required a $20 million bail for Mr. Dreier but later
agreed to lower the bond to $10 million.  Mr. Dreier's lawyer had
appealed the bond, citing that Mr. Dreier couldn't afford to pay
$20 million.

Bloomberg earlier reported that prosecutors have asked the judge
to deny bail to Mr. Dreier.  The report relates that assistant
U.S. Attorney Jonathan Streeter claimed that Mr. Dreier had
promised to give his son Hamptons properties worth $12.5 million
after the latter agreed to spend the summer with him.  Mr.
Streeter, according to the report, said statements made by
Mr. Dreier to the receiver of his law firm, Dreier LLP, aren't
"credible" and that Dreier still may have assets hidden overseas.
Mr. Dreier had said that his assets have been frozen by the U.S.
government and that he isn't a risk to flee the country.

Mr. Dreier, founder of Dreier LLP, which has sought Chapter 11
protection, has been accused of stealing $400 million from the
firm's clients.

In December, the U.S. Securities and Exchange Commission claimed
Mr. Dreier stole $38 million from an escrow account set up to hold
money for the unsecured creditors of 360networks (USA) Inc., which
the firm represented in bankruptcy court.  Mr. Dreier was arrested
for the charges.  Mr. Dreier on Feb. 2 pleaded not guilty to the
charges against him.  He was indicted by a federal grand jury on
Jan. 29 before the U.S. District Court for conspiracy, securities
fraud and wire fraud.

Mark Pomerantz, which promptly took over the firm as receiver,
after the filing of charges against Mr. Dreier, has been sued by
Stephanie Leibert, who was an associate or junior attorney of the
firm, for requiring her to work for two weeks prior to Dreier
LLP's bankruptcy filing without payment.  She said, according to
Bloomberg, that she and other lawyers at the firm were required to
continue working at the firm until they were fired Dec. 15 without
being paid.

                       About Marc S. Dreier

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.  Mr. Dreier has been charged by the U.S. government for
conspiracy, securities fraud and wire fraud before the U.S.
District Court for the Southern District of New York (Manhattan)
(Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between $10
million to $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


MBF HEALTHCARE: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
MBF Healthcare Acquisition Corp. received on February 10, 2009, a
notice from the NYSE Alternext US LLC indicating that it was not
in compliance with Section 704 of the NYSE Alternext US Company
Guide because MBF did not hold an annual meeting of its
stockholders during the year ended December 31, 2008.

MBF has been afforded the opportunity to submit a plan to the
Exchange by March 10, 2009, advising the Exchange of actions
taken, or to be taken, to bring MBF into compliance with Section
704 of the Company Guide by August 11, 2009.  MBF intends to
submit a plan to the Exchange by March 10, 2009 explaining that,
pursuant to the MBF's charter, it must consummate a business
combination by April 23, 2009, or MBF will dissolve and liquidate.
As a result, MBF will either hold an annual meeting of
stockholders prior to April 23, 2009 or liquidate, in which case
its securities would be delisted from the Exchange.

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

                 About MBF Healthcare Acquisition

Coral Gables, Florida-based MBF Healthcare Acquisition Corp. (NYSE
Alternext US:MBH) (NYSE Alternext US, Units: "MBH.U", Common
Stock: "MBH," Warrants: "MBH.WS") is a special purpose acquisition
company formed for the purpose of acquiring, through a merger,
capital stock exchange, stock purchase, asset acquisition or other
similar business combination, one or more operating businesses in
the healthcare industry.


MIDWAY GAMES: Gets Access to Lenders' Cash Collateral
-----------------------------------------------------
Midway Games Inc. and its debtor-affiliates won approval from the
United States Bankruptcy Court for the District of Delaware for
authority to use cash collateral securing repayment of secured
loan to Acquisition 100 Holdings Subsidiary LLC.

According to Bill Rochelle of Bloomberg News, the Court approved
Midway's request despite objections by holders of some of the
$150 million, who balked at the some of the protections Midway
proposed for the secured lender who is also the controlling
shareholder.

The Debtors told 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 their 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 provided a cash collateral budget which contains
projected expenditures during the period Feb. 12, 2009, until
May 10, 2009.  A full-text copy of the cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?397c

As adequate protection, Acquisition 100 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.

Several holders of 7.125% senior convertible notes due
2026 and 6% senior convertible notes due 2025 -- including
Highbridge International LLC, Tennenbaum Capital Partners LLC,
Magnetar Financial LLC and Lanphier Cpital Inc. -- protest that
Acquisition 100 is substantially oversecured and should not
receive anything more than replacement liens against the Debtors'
assets.

                       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: Creditors Blame Sumner Redstone for Co.'s Collapse
----------------------------------------------------------------
Michael Thompson at Ars Technica reports that Midway Games Inc.'s
creditors have told the U.S. Bankruptcy Court for the District of
Delaware that Sumner Redstone crippled their financial recovery
options when he sold his shares in the company.

According to Ars Technica, the creditors filed a motion in the
court on Friday, explaining the background of the financial
problems in Midway Games.  The report says that the creditors are
mainly concerned that Mr. Redstone might have acted improperly.

Citing Wedbush-Morgan analyst Michael Pachter, Ars Technica relate
that the change of ownership "triggered rules that wiped out tax
losses, accelerated default provisions on the unsecured debt, and
impaired Midway's ability to refinance."

Ars Technica states that Midway Games had a great deal less debt,
but the publisher proceeded to take out three loans from Mr.
Redstone's groups, which increased the firm's debt to Mr. Redstone
to about $90 million.  The creditors are also concerned about Mr.
Redstone's dealings with Mark Thomas, who bought the shares,
according to Ars Technica.

The debt the creditors now hold is unsecured, says Ars Technica.
Mr. Thomas, Ars Technica relates, has secured debt, which means
that Mr. Thomas would get paid first while other creditors would
be left out.  The report says that Mr. Thomas could still make a
healthy profit, even if Midway Games is shut down and its assets
are sold.  "[Thomas stands] to reap an enormous, almost
unprecedented windfall... if paid in full... the Thomas Parties
will recover some 30,000 percent on their $100,000 investment
within a matter of a few months... The Thomas Parties' return
stands in stark contrast to the tens, or potentially even
hundreds, of millions of dollars... that the Redstone-Thomas
transaction may have stolen from [other creditors]," the creditors
said, according to court documents.

                       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: Wants Epiq Bankruptcy as Claims and Noticing Agent
----------------------------------------------------------------
Midway Games Inc. and its debtor-affiliates seek authority from
the United States Bankruptcy Court for the District of Delaware to
employ Epiq Bankruptcy Solutions, LLC, as claims, noticing, and
balloting agent.

Epiq will:

   a) perform certain noticing functions;

   b) assist the Debtors in analyzing and reconciling proofs of
      claim filed against the Debtors' estates; and

   c) assist the Debtors with balloting in connection with any
      proposed Chapter 11 plan.

Daniel C. McElhinney, executive director of Epiq, tells the Court
that the firm's professionals standard rates are:

     Title                       Hourly Rate    Average Rate
     -----                       -----------    ------------
     Clerk                        $40 - $60      $50
     Case Manager (Level 1)      $125 - $175     $142.50
     IT Programming Consultant   $140 - $190     $165
     Case Manager (Level 2)      $185 - $220     $202.50
     Senior Case Manager         $225 - $275     $247.50
     Senior Consultant               TBD           TBD

The level of senior consultant activity will vary by engagement.
The usual average rate is $295 per hour.

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

                       About 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.


MODINE MANUFACTURING: Lenders Agree to Waive Covenant Default
-------------------------------------------------------------
Modine Manufacturing Company has reached agreement with its
primary lenders and note holders on a waiver of defaults that
existed at December 31, 2008, and amendments to its revolving
credit and note purchase agreements.

Under the amended agreements, the existing quarterly leverage and
interest expense coverage ratio covenants are temporarily replaced
by a minimum adjusted earnings before interest, taxes,
depreciation and amortization level for the fourth quarter of
fiscal 2009 and each quarter during fiscal 2010, with the leverage
and interest expense coverage ratio becoming effective for the
fourth quarter of fiscal 2010.

The minimum adjusted EBITDA level requirements, beginning in the
fourth quarter of fiscal 2009, are:

   For the quarter ended March 31, 2009    ($25,000,000)

   For the two consecutive quarters
      ended June 30, 2009                  ($22,000,000)

   For the three consecutive quarters
      ended September 30, 2009             ($14,000,000)

   For the four consecutive quarters
      ended December 31, 2009                $1,750,000

   For the four consecutive quarters
      ended March 31, 2010                  $35,000,000

In contemplation of the uncertainty that exists around the
severity and duration of the global recession, the minimum
adjusted EBITDA level requirements were established with a range
of approximately $10 million to $20 million of cushion at each
quarter end to allow for variability in the Company's projected
results.  The Company believes that this cushion is sufficient and
that it will be able to maintain compliance with the minimum
adjusted EBITDA levels through the end of fiscal 2010.

Under the amended agreements, the Company has securitized certain
assets, accepted other restrictive covenants, and will have to pay
higher interest costs as described in the credit amendments.

"As we focus on preserving cash and liquidity, we are pleased we
were able to complete this amendment process," said Bradley C.
Richardson, Executive Vice President - Corporate Strategy and
Chief Financial Officer. "We believe these amended agreements,
which are structured based on our assumptions about operating in a
recessionary environment, will provide the company sufficient
liquidity to execute our plans and consistently maintain our day-
to-day business activities."

On Tuesday, Modine reported its financial results for the third
quarter of fiscal 2009:

   -- Sales volumes, excluding the impact of foreign currency
      exchange rates, declined 15 percent as a result of the
      weakening economy, instability in the global financial
      markets, and a corresponding downturn in the company's
      vehicular markets;

   -- Gross margin declined 300 basis points reflecting the
      decline in sales volumes, the underabsorption of fixed
      costs in the company's manufacturing facilities as the
      result of declining sales volumes, and a shift in product
      mix toward lower margin business;

   -- Impairment charges totaled $27.3 million and restructuring
      and repositioning charges totaled $27.2 million;

   -- Tax valuation allowance charges of $7.0 million were
      recorded against certain net deferred tax assets;

   -- A total of $8.7 million in revenue was recognized from the
      licensing of Modine-specific fuel cell technology to Bloom
      Energy and performance of transition services;

   -- Operating cash flows increased $19.8 million in the first
      nine months of fiscal 2009 compared to the prior year as a
      result of strong working capital management;

   -- Net debt has decreased by $5.3 million since March 31,
      2008; and

   -- In light of the current volatility in the global economy
      and the impact in the markets, Modine is withdrawing its
      fiscal 2009 earnings guidance.

The Company has implemented or is implementing:

   -- A 30% reduction in global senior leadership;

   -- A 25% workforce reduction in its Racine, Wisconsin,
      headquarters with a comparable reduction planned in its
      European headquarters;

   -- A targeted reduction of its direct costs proportional to
      the volume declines within its manufacturing facilities
      globally;

   -- Implementation of a 20% reduction in manufacturing overhead
      in North America with a similar reduction planned in
      Europe;

   -- A capital spending limit of $65 million in fiscal 2010,
      significantly below the company's recent historical levels;

   -- Rigorous working capital discipline through the active,
      customer-supported management of accounts receivable, as
      well as inventory management; and

   -- The suspension of the company's quarterly cash dividend as
      part of its near-term focus on preserving cash and
      liquidity."

Modine President and Chief Executive Officer Thomas A. Burke said,
"The weakening global economy and severe downturn in the vehicular
markets have contributed to significant sales volume declines and
margin compression, particularly in Europe.  Despite these
unprecedented conditions, we generated strong cash flow during the
first nine months of fiscal 2009 with net debt declining since
March 31, 2008.  We continue to take aggressive actions to address
our business performance and lower our underlying cost structure
in light of the near-term economic outlook.  We have secured a
waiver of defaults and amendments to our company's debt agreements
that provide us the liquidity needed to execute on our plans.  At
the same time, we are encouraged by recent new program
opportunities in our thermal management product segments and, with
the assistance of outside advisors, are actively refocusing our
product portfolio to ensure we have the right products, processes
and technologies for the future.  With renewed support from our
creditors, actions we are taking to align our cost structure to
the market demands, and a more focused technology portfolio, we
are confident Modine is solidly positioned to weather this
recession."

"In response to the near-term adverse conditions facing the
company and our recent business performance, we continue to
execute aggressively on the strategies of our four-point plan,
which includes manufacturing realignment, portfolio
rationalization, selling, general and administrative expense
reduction, and capital allocation discipline," said Bradley C.
Richardson, Executive Vice President - Corporate Strategy and
Chief Financial Officer.  "We have introduced a short-term
emphasis on maximizing cash flow and are proceeding with a number
of decisive measures to position the company to attain a more
competitive cost base, improve our longer term competitiveness and
more effectively capitalize on growth opportunities in our core
thermal management markets."

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2008 adjusted revenues of $1.9 billion, specializes in
thermal management systems and components, bringing highly
engineered heating and cooling technology and solutions to
diversified global markets.  Modine products are used in light,
medium and heavy-duty vehicles, heating, ventilation and air
conditioning equipment, off-highway and industrial equipment,
refrigeration systems, and fuel cells.  The company employs
approximately 7,900 people at 33 facilities worldwide in 15
countries.


NAILITE INT'L: Liquidity Woes Blamed for Chapter 11 Bankruptcy
--------------------------------------------------------------
Nailite International Inc. has filed for bankruptcy under Chapter
11 of Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware citing lack of liquidity resulting in its
failure to pay the principal and interest owed to National City
Bank under the credit agreement dated April 2003.

The bank notified the company that the credit agreement has been
terminated and the balance of the obligations has been
accelerated.  The bank said an administrative hold has been placed
upon all deposit account of the company on Jan. 6, 2009.

Tim Self, chief financial officer of the Company, blamed overall
condition of the economy and the downturn in the domestic housing
market for the Chapter 11 filing have overwhelmed the company's
ability to satisfy its financial obligations.  Mr. Self said
housing starts were down 64% from the fourth quarter of 2007 while
the company's earning decreased 176%.

The company is now in talks with Premier Exteriors Holdings LP to
provide debtor-in-possession facility to sustain the company's
operations.  Premier Exteriors purchased all of the rights of
National City Bank under the agreement including the obligations
of the company.

The company has assets and debts between $50 million to
$100 million, court document confirmed.  The company owes
$11,912,382 to Fiberboard RDV Corporation, $431,417 to Muehlstein,
and $363,424 to Heritage Plastics Inc.

                    About Nailite International

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com -- produces injection
polypropylene based cedar and masonry replica siding.  The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.


NORTH AMERICAN: Delays Filing of Form 10-Q for Qrtr. Ended Dec.
---------------------------------------------------------------
North American Technologies Group Inc. disclosed in a regulatory
filing dated February 11, 2009, that the resignation of its
controller in 2008 has extended the time and effort necessary to
compile and provide to the Company's independent accountants all
documentation necessary to complete the audit for the fiscal year
ended September 28, 2008 and, consequently, to prepare the
Company's financial statements for the three months ended December
28, 2008.  The Company believes it will be able to provide full
information to its independent accountants so that the audit of
its annual financial statements will be complete and the Form 10-
KSB will be filed soon.  The Form 10-Q for the first quarter will
be filed promptly after that.

The anticipated net loss of $1,149,821 for the three months ended
December 28, 2008 will reflect a total change of $210,268 from the
net loss of $939,553 for the three months ended December 30, 2007.
This anticipated difference is primarily due to an increase in
gross profit of $10,505 offset by an increase in selling, general
and administrative expenses of $60,469 and an increase in interest
expense of $164,421.

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.

As reported in the Troubled Company Reporter on Sept. 11, 2008,
North American Technologies Group Inc.'s consolidated balance
sheet at June 29, 2008, showed $19,360,095 in total assets and
$24,479,280 in total liabilities, resulting in a $5,119,185
stockholders' deficit.


ORCHARDS VILLAGE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Cami Joner at Columbian.com reports that Orchards Village
Investments, LLC, has filed for Chapter 11 bankruptcy protection.

Columbian.com relates that Orchards Village said that its business
has been hit hard by the recession.  The economic downturn has
made it hard for seniors to sell their homes and move into
Orchards Village's rental units, says The Oregonian.

According to The Oregonian, Orchards Village will retain Regency
Pacific Inc., which manages its senior complex.  The bankruptcy
filing won't affect daily operations, Columbian.com reports,
citing Orchards Village.

Portland, Oregon-based Orchards Village Investments, LLC, operates
a housing community.  It opened a 107-unit center in 2006 at 10011
N.E. 118th Avenue in the Orchards area of Vancouver to provide
independent and assisted living and Alzheimer.  About 66.4%, or 71
units out of 107 units, are occupied at Orchards Village which
cost $16.4 million to build.  About 60 people work at the complex.

The company filed for Chapter 11 bankruptcy protection on February
13, 2009 (Bankr. D. Ore. Case No. 09-30893).  Anita G. Manishan,
Esq., who has an office in Portland, Oregon, assists the company
in its restructuring effort.  The company listed $10 million to
$50 million in assets and $10 million to $50 million in debts.


PARENT CO: Sells Trademarks to Toys "R" Us for $2.15 Million
------------------------------------------------------------
The Parent Co. was authorized by the U.S. Bankruptcy Court for the
District of Delaware to sell its assets last week.  The Company
sold:

   -- its trademarks, trade names and Web sites to Toys "R" Us
      Inc. for $2.15 million

   -- other assets to another buyer for $738,000.

In December 2008, The Parent Company, a commerce, content and new
media company for growing families, filed for bankruptcy
protection and began to explore strategic alternatives, including
a sale of some or all the company's businesses.  Terms of the
transaction were not disclosed.

"eToys.com is a highly respected brand with a rich heritage of
innovation and growth, and we look forward to championing the next
phase of its evolution," said Jerry Storch, Chairperson and CEO of
Toys"R"Us.  "We believe the acquisition of eToys.com, together
with BabyUniverse.com and ePregnancy.com, will advance our
leadership in the toy and baby products sectors and position the
company for strong market share growth.  We are committed to
providing loyal customers of these sites with an enhanced online
experience, while continuing to offer a differentiated merchandise
assortment and the service excellence they have come to expect."

eToys.com and BabyUniverse.com offer a broad assortment of toys
and juvenile products.  Both sites have earned accolades from
industry groups and customers alike for their outstanding customer
service.  ePregnancy.com is an established recognized platform for
the delivery of content and new media resources to a national
audience of expectant parents.  All three Web sites will continue
to operate under their current domain names.  Toys"R"Us will
assume responsibility for all operations of the sites including
merchandising, site management, distribution and marketing.

                         About Toys"R"Us

Toys"R"Us, Inc. -- http://www.Toysrus.com-- is a retailer of toy
and baby products.  Currently it sells merchandise through more
than 1,550 stores, including 846 Toys"R"Us and Babies"R"Us stores
in the U.S., more than 700 international stores in 33 countries,
which includes licensed and franchise stores, and through its
Internet site.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and $35,722,280
in total debts.


PAULINE PILATE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pauline Pilate
        1432 Crittenden Street NW
        Washington, DC 20011

Bankruptcy Case No.: 09-00110

Chapter 11 Petition Date: February 12, 2009

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

Debtor's Counsel: Jeffrey M. Sherman
                  Semmes Bowen & Semmes
                  1001 Connecticut Ave., Suite 1100
                  Washington, DC 20036
                  Tel: (202) 822-8250
                  Email: jsherman@semmes.com

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

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

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

             http://bankrupt.com/misc/dcb09-00110.pdf


POLAROID CORP: Creditors Object to Sale; Says Assets Undervalued
----------------------------------------------------------------
Creditors of Polaroid Corp. have filed objections with the U.S.
Bankruptcy Court for the District of Minnesota to the proposed
sale of the Debtor's assets, including its brand name and
trademarks, to an afiliate of Genii Capital, a Luxembourg-based
private equity firm, for $42 million and the assumption of certain
liabilities.

As reported in the Troubled Company Reporter on Jan. 30, 2009,
Polaroid Holding Company has entered into a "stalking horse" Asset
Purchase Agreement with PHC Acquisitions.  The auction will be
held in March.

Citing court papers, Emily Chasan of Reuters reports that Polaroid
received four bids for the assets of the company.  The Debtor
determined that PHC was the highest and best offer.

The Official Committee of Unsecured Creditors of Petters Group
said that the proposed bid procedures, which require bidders to
submit bids for substantially all of the assets of the Debtor as
one block, limit the "bidding field", and that the liquidation
value of the assets would be superior to the offer of PHC, as that
would permit the trademarks to be sold separately.

Sovereign Bancorp told the Court that the mid-range value of the
trademarks is approximately $300 million.  Acorn Capital Group
also objected to the sale, citing that Polaroid's inventory,
artwork and accounts receivables are valued at almost $64 million
and that the Debtor's potential legal claims against other
companies places its value at well over the PHC bid submitted by
PHC.

The creditors also objected to the $1.2 million Break-up Fee
proposed to be paid to PHC should it lose its bid.

                   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.


PRESERVE LLC: April 30 Is Bar Date for Filing Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set April 30, 2009, as the bar date for creditors of and
holders of ownership interests in Preserve, LLC, to file proofs of
claims against or proofs of interests in the Debtor's estate.

For claims of governmental units, proofs of claim must be filed
(a) before 180 days after the date of the Order for Relief in this
case, or by (b) April 30, 2009, whichever is later.

In addition to filing proofs of claim with the Clerk of the
Bankruptcy Court, a copy of the completed proof of claim must be
mailed to the attorneys for the Debtor at this address:

     Broker & Associates Professional Corporation
     Attn: Jeffrey W. Broker, Esq.
     18191 Von Karman Avenue, Suite 470
     Irvine, CA 92612-7114

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The Company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C. D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the Company in its restructuring
efforts.  The Company listed assets of $100 million to $500
million and debts of $10 million to $50 million.


PRESERVE LLC: Asks Court to Extend Plan Filing Period to May 22
---------------------------------------------------------------
The Preserve, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive period to file a
Plan until May 22, 2009, and its exclusive period to solicit
acceptances of that plan until July 22, 2009.

The Debtor tells the Court that its ability to file a confirmable
plan of reorganization is impeded by the pendency of the "Point
Center Litigation" in that its disputed, contingent and
unliquidated claim needs to be determined in order for the Debtor
to properly formulate its treatment under a Plan.  In addition,
the extension will permit the Debtor to negotiate in good faith
with creditors and parties in interest regarding a Chapter 11
Plan.

The Point Center Litigation is presently before the Bankruptcy
Court, having been referred by the U.S. District Court.  The Point
Center Litigation arose as a result of a dispute with Point Center
as to the nature, extent and validity of its claimed interest in
the approximately 700 acres of real property within the "Legacy
Highlands" project which is the Debtor's most valuable asset.  The
Legacy Highlands project is a master planned community set within
the rolling hills of West Beaumont, in Riverside County,
California.

The Debtor disputes the Point Center Claim.  In addition, the
Debtor disputes that 46 hectares of land possibly within the legal
description of the deed of trust securing the Point Center Claim
was intended to be security for the loan arranged by Point Center.

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The Company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C. D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the Company in its restructuring
efforts.  The Company listed assets of $100 million to $500
million and debts of $10 million to $50 million.


QUEBECOR WORLD: Seeks March 31 Extension of Lease Decision Period
-----------------------------------------------------------------
Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, have until February 28, 2009, to decide whether
to assume or reject four leases of non-residential real property.

In this regard, the Debtors ask Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to extend
the lease decision deadline until the date of the confirmation of
a plan of reorganization with respect to the lease entered into
with the Industrial Development Board of Dyer County for the
property located at 2030 Sylvan Road, in Dyersburg, Tennessee.

The Debtors also ask the Court to extend until March 31, 2009,
their lease decision deadline with respect to two leases:

  * Pfizer, Inc.'s lease with Debtor Quebecor World (USA), Inc.,
    for a property located at 150 East 42nd World (USA), 11th
    Floor, in New York; and

  * RAI, Inc.'s lease with Debtor Quebecor Printing RE, Inc.,
    for a property at 12821 West Bluemound Road, in Brookfield,
    Wisconsin.

Prior to the Lease Extension Deadline applicable to the Subject
Leases, the Debtors will continue to timely perform all of their
obligations under the Subject Leases, as required by Section
365(d)(3) of the Bankruptcy Code.  Accordingly, approval of the
Lease Extension Deadline as applicable to the Subject Leases is
appropriate and warranted.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the proceedings initiated
by Quebecor World Inc. and its U.S. and Non-U.S. subsidiaries
under the U.S. Bankruptcy Code and the Companies' Creditors
Arrangement Act in Canada.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Seeks to Implement Settlement Pact with CRC
-----------------------------------------------------------
Quebecor World, Inc., and its subsidiaries that filed insolvency
proceedings under the Canadian Companies' Creditors Arrangement
Act, ask The Honorable Judge Robert Mongeon of the Quebec
Superior Court of Justice to approve a settlement agreement and
release QWI entered into with CRC Information Systems, Inc.

In April 1986, BCE PubliTech, Inc., a corporate predecessor of
QWI, entered into an end-user license agreement with CRC under
which CRC has agreed to provide specified computer programs and
related materials for use by QWI.

In 2003, QWI commenced an action in Ontario, Canada, against CRC
seeking a declaration that QWI could use CRC's software in more
than one location and that no further amounts were owing under
the License.  CRC counterclaimed against QWI alleging breach of
the License, copyright infringement and misappropriation of trade
secrets.  CRC sought a declaration for damages of more than
$20 million.  Contemporaneously, CRC commenced an action in
Arizona against Quebecor World (USA), Inc., asserting the same
allegations.

Ultimately, as a result of negotiations, QWI, QWUSA, and CRC were
able to settle their dispute and, in November 2007, executed
minutes of the settlement.

The settlement provides that in exchange for a payment of
$1.6 million, all of the litigation and possible claims relating
to the use of the Software and the terms for the future use of the
Software under the License would be resolved.  The payment is
payable in three installments: $400,000 on November 23, 2007,
$400,000 on December 14, 2007, and $800,000 on January 31, 2008.

As of January 21, 2008, QWI had made the first two payments to
CRC totaling $800,000, resulting in an outstanding balance of
$800,000.

Although QWI, QWUSA, and CRC were able to settle their dispute
regarding their respective rights and obligations under the
License Agreement, a new dispute between QWI and CRC arose as to
the non-payment of the final installment and its effect on the
agreements provided under the November 2007 Settlement.

Ernst & Young Inc., the Court-appointed monitor of the CCAA
Applicants, relates that QWI needs the CRC Software to continue
its current operations, as well as its post-CCAA operations and
continued access to and unimpeded use of the Software is
therefore require.

Accordingly, QWI, QWUSA, and CRC continued discussions and have
now reached a further agreement, which required QWI to pay
$400,000 as full and final settlement, instead of the $800,000
under the November 2007 Settlement.

In exchange for the payment, QWI would obtain:

  (a) a full and final release and settlement of all allegations
      as to the infringement of the License, misuse of trade
      secrets and unfair competition made in both the Ontario
      and Arizona actions; and

  (b) modifications to the terms of the License to provide for
      the ongoing use of the Software by QWI and any of its
      affiliates or subsidiaries.

The CCAA Monitor says it is in the best interest of the CCAA
Applicants for the settlement to be approved.  The Monitor says
it has reviewed and approved the terms of the settlement.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the proceedings initiated
by Quebecor World Inc. and its U.S. and Non-U.S. subsidiaries
under the U.S. Bankruptcy Code and the Companies' Creditors
Arrangement Act in Canada.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Pens Deal on Sale of Paper by Linens 'n Things
--------------------------------------------------------------
Debtor Quebecor World (USA), Inc., and Linens 'n Things, Inc.,
are parties to a letter of commitment and a printing services
agreement.

QWUSA filed a $1,935,513 claim against Linens 'n Things in
Linens' bankruptcy case pending before the U.S. Bankruptcy Court
for the District of Delaware on account of the printing services
provided by QWUSA to Linens' prior to Linens' Petition Date.
QWUSA alleges that it is owed an additional $20,000 for
prepetition services provided to Linens and asserts a $21,147
claim for postpetition services.  Linens has also filed proofs of
claim against QWUSA and all of its affiliated debtor entities in
an unliquidated amount.

QWUSA asserts that its Claims are secured by a valid security
interest in certain paper that is currently in its possession
under the Agreements.  Linens disputes that the QWUSA Lien is
valid, perfected and enforceable and asserts, among other things,
that the Paper is property of Linens' estate in Linens'
bankruptcy case.

To effectuate the expeditious sale of the Paper, the Parties
entered into an interim agreement and agreed in the ordinary
course of business that the proceeds of the Sale would be held in
a joint escrow account, and distributed pursuant to the terms of
the Letter Agreement.

Judge Peck of the U.S. Bankruptcy Court for the Southern District
of New York, who is overseeing QWUSA's bankruptcy case, approved
the parties' stipulation.

The stipulation provides that:

  (a) the parties will be bound by the terms of the Letter
      Agreement and satisfy the conditions and requirements
      provided in the Letter Agreement;

  (b) QWUSA consents to the Sale of the Paper by Linens and has
      agreed to cooperate to prepare the Paper for Sale;

  (c) Linens agrees that with respect to all Paper where the
      Sale of the Paper is not consummated within 90 days of the
      date of the Letter Agreement, or the later date as agreed
      to by QWUSA in writing, the Paper will become the property
      of QWUSA free and clear of any interest Linens alleges in
      the Paper or any proceeds from the Paper and QWUSA may
      dispose of the Paper in any manner it may determine; and

  (d) upon the consummation of the Sale of the Paper, all cash
      received from the Sale will be disbursed in this manner:

         * LNT will promptly pay to QWUSA from the first
           available sums received on account of the Sale
           Proceeds $21,147 for the Postpetition Claim;

         * the balance of the Sale Proceeds, after payment of
           the Postpetition Claim, will be divided between the
           Parties, and QWUSA will be paid 20% of the Sale
           Proceeds and Linens will be paid 80% of the Sale
           Proceeds; and

         * Linens will pay QWUSA from Linens' Share 80% of the
           expenses QWUSA has incurred in preparing the Paper
           for Sale, which expenses will be calculated by
           multiplying the aggregate tons of the Paper sold by
           $20 per ton or by $10 per ton.

QWUSA's Prepetition Claim will be reduced by QWUSA's Share less
20% of the expenses QWUSA has incurred in preparing the Paper for
Sale.

The Stipulation is subject to approval by the Delaware Bankruptcy
Court.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the proceedings initiated
by Quebecor World Inc. and its U.S. and Non-U.S. subsidiaries
under the U.S. Bankruptcy Code and the Companies' Creditors
Arrangement Act in Canada.  (http://bankrupt.com/newsstand/or
215/945-7000)


RICETTA'S INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ricetta's, Inc.
        29 Western Avenue
        South Portland, ME 04106
        Tel: (207) 878-8778
        Fax: (207) 775-7906

Bankruptcy Case No.: 09-20166

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       District of Maine (Portland)

Company Description: The debtor operates a restaurant specializing
                     in pizza and pasta.
                     See: http://www.ricettas.com/

Debtor's Counsel: Jeffrey T. Piampiano, Esq.
                  Drummond Woodsum & MacMahon
                  84 Marginal Way, Suite 600
                  Portland, ME 04101-2480
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627
                  Email: jpiampianoecf@dwmlaw.com

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

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

The petition was signed by Ronald A. Stephan, Jr., president of
the company.

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

             http://bankrupt.com/misc/meb09-20166.pdf


RIVER ELKS: Can't Reorganize, Seeks Chapter 7 Conversion
--------------------------------------------------------
River Elks, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona to convert its Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

The Debtor tells the Court that its case was filed as a single
asset real estate case and since the automatic stay has been
lifted by the Court, the Debtor no longer has any real property to
develop, and therefore would be unable to propose a viable plan of
reorganization under Chapter 11 of the Bankruptcy Code.

Prior to conversion, all quarterly fees due the U.S. Trustee will
be paid.

Based in Scottsdale, Ariz., River Elks, LLC is a real estate
developer.  The company filed a petition for Chapter 11 on
June 18, 2008 (D. Ariz. Case No. 08-07340).  Joel F. Newell, Esq.,
at Carmichael & Powell, P.C., represents the Debtor as counsel.
When the Debtor filed for protection from its creditors, it listed
total assets of $12,580,050, and total debts of $9,053,589.


SAM STEVENS: Files for Bankruptcy; Must Tear Down House
-------------------------------------------------------
Seth Slabaugh at The Star Press reports that Sam D. Stevens has
declared bankruptcy, and has been ordered by the unsafe building
hearing authority to tear down his collapsing house at 714 N. Elm
Street.

The Star Press quoted Don Broyles, who lives next door to Mr.
Stevens' house, as saying, "The rear of the home is collapsing.
The rear wall of the house has bowed out and could collapse with
no notice at all."  The report says that the house has been vacant
for several years.

According to The Star Press, the authority has imposed $5,000 in
civil penalties against Mr. Stevens that hasn't been paid.  The
Star Press quoted Gretchen Cheesman, the director of the
authority, as saying, "I'd like for him [Mr. Stevens] to pay for
the demolition instead of the city -- if I can find him.  If he's
out of bankruptcy, we can go after him for the civil penalties
plus demolition costs plus administrative fees."

The house will be demolished this year, The Star Press relates.


SANTA MONICA MEDIA: Receives Non-Compliance Notice From NYSE
------------------------------------------------------------
Santa Monica Media Corporation received 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.

Los Angeles, California-based Santa Monica Media Corporation (NYSE
Alternext US: MEJ.U, MEJ, MEJ.WS) is a blank check company
organized for the purpose of acquiring through a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination one or more operating businesses
in the in the communications, media, gaming or entertainment
industry.


SHARE BUILDING: Files for Bankruptcy As Home Sales Fall
-------------------------------------------------------
Share Building Products, Inc., sought bankruptcy protection from
creditors as home sales in Wisconsin fell more than 19 percent
last year, Bloomberg News reported.

Based in Germantown, Wisconsin, Share Building Products, Inc.
makes stone veneer used in the construction of homes, apartments
and office buildings.  Share Building filed for Chapter 11
bankrutpcy on Feb. 13, 2009 (Bankr. E.D. Wi, Case No. 09-21553).
The company tapped Jonathan V. Goodman, Esq. as counsel.  In its
bankruptcy petition, it estimated assets and debts of $10 million
to $50 million.


SIRIUS XM: Secures Loan From Liberty, Avoids Bankruptcy
-------------------------------------------------------
SIRIUS XM Radio Inc. and Liberty Media Corporation have entered
into agreements pursuant to which Liberty will invest an aggregate
of $530 million in the form of loans to SIRIUS XM and its
subsidiaries and receive an equity interest in SIRIUS XM.

Under the terms of the agreements, the investments will be funded
in two separate phases:

     -- The first phase includes a $280 million senior secured
        loan from Liberty to SIRIUS XM, $250 million of which
        set to be funded on February 17.  The proceeds of that
        loan will be used by SIRIUS XM to repay $171.6 million of
        its maturing 2% Convertible Notes due February 17, 2009,
        and the balance will be used for general corporate
        purposes, including working capital and transaction
        costs.  The loan will bear interest at a rate of 15%,
        mature in December 2012, and be secured by the assets
        securing SIRIUS XM's existing term credit agreement.

     -- The second phase provides an additional loan of
        $150 million to XM Satellite Radio, SIRIUS XM's wholly
        owned subsidiary.  Liberty has also agreed to offer to
        purchase up to $100 million of the loans outstanding
        under XM Satellite Radio's existing credit facilities
        from the lenders.

Upon completion of the second phase of the Liberty investments,
SIRIUS XM will issue Liberty an aggregate of 12.5 million shares
of preferred stock convertible into 40% of the common stock of
SIRIUS XM.  In addition, Liberty will receive seats on the SIRIUS
XM Board of Directors proportionate to its equity ownership.  It
is expected that John Malone and Greg Maffei will join the SIRIUS
XM Board of Directors.  Liberty's obligation to consummate the
second phase of its investment is subject to various closing
conditions.

Mel Karmazin, Chief Executive Officer of SIRIUS XM Radio, said,
"We are pleased to have come to this agreement with Liberty Media,
particularly in light of today's challenging credit markets.
Liberty's investment is an important validation of what SIRIUS XM
has already achieved and a vote of confidence in what we will
achieve.  This agreement enables Sirius XM to continue to develop
the opportunities first outlined in the merger of Sirius and XM.
By strengthening our capital structure and enhancing our financial
flexibility, this investment allows us to continue providing the
great content and innovative programming our subscribers know and
love."

"We are excited to be investing in SIRIUS XM. We have been
impressed with the company, its operations and management team,"
said Greg Maffei, president and CEO of Liberty.  "SIRIUS XM's
ability to grow subscribers and revenue in a difficult financial
and auto market is indicative of how listeners view this as a
"must have" service."

The agreements, and the transactions contemplated by the
agreements, do not constitute a change in control for SIRIUS XM
under its outstanding debt instruments and are not subject to the
approval of the Federal Communications Commission.  The receipt by
Liberty of voting stock is subject to expiration of the applicable
waiting period under the Hart-Scott-Rodino Act.

Important details of the agreements relating to this investment
will be available on a Current Report on Form 8-K which SIRIUS XM
expects to file with the Securities and Exchange Commission.

Liberty has advised that its investment will be attributed to the
Liberty Capital group and is not expected to affect the timing of
the previously announced split-off of a portion of Liberty
Entertainment.

                        About Liberty Media

Liberty Media Corporation owns interests in electronic retailing,
media, communications and entertainment businesses.  Those
interests are attributed to three tracking stock groups: (1) the
Liberty Interactive group, which includes Liberty's interests in
QVC, Provide Commerce, Backcountry.com, BUYSEASONS,
Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the
Liberty Entertainment group, which includes Liberty's interests in
The DIRECTV Group, Inc., Starz Entertainment, FUN Technologies,
Inc., GSN, LLC, WildBlue Communications, Inc., and Liberty Sports
Holdings LLC, and (3) the Liberty Capital group, which includes
all businesses, assets and liabilities not attributed to the
Interactive group or the Entertainment group including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball
Club, Inc., and TruePosition, Inc., and minority equity
investments in Time Warner Inc. and Sprint Nextel Corporation.

                       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.


SMITH MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Smith Mountain Lake Partners LLC
        101 Duncraig Dr., Suite 108
        Lynchburg, VA 24502

Bankruptcy Case No.: 09-60435

Chapter 11 Petition Date: February 12, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Darren T. Delafield, Esq.
                  P.O. Box 5085
                  Roanoke, VA 24012-5085
                  Tel: (540) 366-8665
                  Fax: (540) 366-8663
                  Email: delafieldpc@verizon.net

Total Assets: $6,500,001

Total Debts: $7,002,943

The petition was signed by James G. Fields, executive director of
the company.

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

             http://bankrupt.com/misc/vawb09-60435.pdf


STAR TRIBUNE: Seeks New Deals With Labor Unions
-----------------------------------------------
Sharon Schmickle at MinnPost reports that The Star Tribune Co. is
seeking new deals with its labor unions.

MinnPost relates that Andrew Staab, a St. Paul attorney who
represents members of union Teamsters Local 1M, said that the
union's negotiating committee will meet this week to evaluate the
offer.

According to MinnPost, Star Tribune had started to cut it
workforce through layoffs and voluntary buyouts more than a year
before it filed for bankruptcy.  The report says that employees
represented by the Newspaper Guild agreed to more than $2 million
a year in concessions in July 2008 in a three-year contract.  The
unions rejected Star Tribune's request for deeper give backs in
the weeks before the newspaper's bankruptcy filing, the report
states.

Citing Mr. Staab, MinnPost says the unions' representatives have
signed confidentiality agreements that prevent them from
disclosing details of Star Tribune's proposals to employees.  Mr.
Staab said that union members "have seen the offer and there has
been a lot of grumble, grumble," according to the report.

"We need to come back with a counterproposal or something.  We
can't just flat out reject it, based on the fact that bankruptcy
law allows for the company to put it on a fast track for contract
abrogation.  The Star Tribune is not in bankruptcy because of its
labor costs, but unfortunately the bankruptcy code allows for
labor costs to be an easy target," MinnPost quoted Mr. Staab as
saying.

Unions, according to MinnPost, believe that the debt that was
acquired when Avista Capital Partners purchased Star Tribune in
2007 was mainly to blame for the newspaper's financial problems.
The report says that Avista Capital put up $100 million of the
$530 million it paid for Star Tribune and borrowed the rest.

MinnPost relates that the Hon. Robert Drain of the U.S. Bankruptcy
Court for the Southern District of New York ruled in January that
Star Tribune can spend money at its disposal to make its payroll
and pay vendors, suppliers, and others engaged in the "orderly
continuation" of the business.  According to the report, Judge
Drain has twice put off a final hearing on that "cash collateral"
arrangement.  A February 13 hearing has been rescheduled for
February 23, the report states.

According to David Brauer at MinnPost, Star Tribune's co-owner,
chairperson, and publisher, Chris Harte, was reported in January
as among several suitors for the Austin American Statesman.  Court
documents say that Mr. Harte owns 4.11% of Star Tribune.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STATION CASINOS: S. Blake Murchison Challenges Firm's Plan
----------------------------------------------------------
The Associated Press reports that bondholder S. Blake Murchison
has filed a lawsuit against Station Casinos Inc. in the U.S.
District Court in Las Vegas, challenging the company's debt
restructuring plan.

The AP relates that Station Casinos said earlier in February that
it will exchange high-cost debt for low-cost debt and a
$244 million capital infusion.  Station Casinos, says The AP, will
to have the transaction approved through a prepackaged bankruptcy
filing.  As reported by the Troubled Company Reporter on February
4, 2009, Station Casinos is negotiating a pre-packaged Chapter 11
plan.

According to The AP, Mr. Murchison claimed that the plan would
harm him and other bondholders.  The AP states that G. Mark
Albright and Martin Muckleroy, the attorneys for Mr. Murchison,
are seeking class-action status for the lawsuit.

                     About Station Casinos

Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada. Station's
properties are regional entertainment destinations and include
various amenities, including numerous restaurants, entertainment
venues, movie theaters, bowling and convention/banquet space, as
well as traditional casino gaming offerings such as video poker,
slot machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Texas Station Gambling Hall & Hotel,
Sunset Station Hotel & Casino, Santa Fe Station Hotel & Casino,
Red Rock Casino Resort Spa, Fiesta Rancho Casino Hotel, Fiesta
Henderson Casino Hotel, Wild Wild West Gambling Hall & Hotel,
Wildfire Casino Rancho, Wildfire Casino Boulder, formerly known as
Magic Star Casino, Gold Rush Casino and Lake Mead Casino.  Station
also owns a 50% interest in Green Valley Ranch Station Casino,
Aliante Station Casino & Hotel, Barley's Casino & Brewing Company,
The Greens and Renata's Casino in Henderson, Nevada and a 6.7%
interest in the joint venture that owns the Palms Casino Resort in
Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.


TERRY WOODS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Terry R. Woods
        Angela J. Woods
        2318 Alexander Farms Ct.
        Marietta, GA 30064

Bankruptcy Case No.: 09-63879

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel:  Eric E. Thorstenberg, Esq.
                   6065 Roswell Rd., Suite 621
                   Atlanta, GA 30328
                   Tel: (404) 843-8491

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

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

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

             http://bankrupt.com/misc/ganb09-63879.pdf


TODD PETERSON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Todd J. Peterson
        aka Todd Jordan Peterson
        aka Todd Peterson
        20 Winthrop Avenue
        Riverside, CT 06878

Bankruptcy Case No.: 09-50241

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ira B. Charmoy, Esq.
                  Zeldes Needle & Cooper
                  1000 Lafayette Blvd.
                  Bridgeport, CT 06601
                  Tel: (203) 333-9441
                  Fax: (203) 333-1489
                  Email: icharmoy@znclaw.com

Total Assets: $2,716,170

Total Debts: $2,712,579

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

             http://bankrupt.com/misc/ctb09-50241.pdf


TRUMP ENTERTAINMENT: Back in Ch. 11 to Avoid Involuntary Petition
-----------------------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliates filed
petitions for Chapter 11 protection from creditors before the U.S.
Bankruptcy Court for the District of New Jersey on February 17,
2009.

This is Trump's third bankruptcy filing, and second in three and a
half years.  Trump Entertainment last filed for bankruptcy on
Nov. 21, 2004, and obtained confirmation of a reorganization plan
on April 11, 2005.

The filing did not include any "first day" motions.  The Company,
however, said in a statement that it has requested court approval
to continue to pay its vendors in the normal course of business.
Additionally, the Company is not seeking debtor-in-possession
financing as it currently has adequate cash resources to fund its
ongoing business operations.  There can be no assurance that any
agreement with respect to any plan of reorganization will be
reached or, if any agreement is reached, as to the terms thereof,
the Company added in its statement.

The Company filed for bankruptcy after holders of 8.5% senior
secured notes due 2015 indicated that they are preparing to file
an involuntary petition against Trump Entertainment and its
affiliates upon expiration of their forbearance agreement.  The
Company sought forbearance from lenders after it missed a $53
million interest payment due Dec. 1, 2008, on the Senior Notes.
The Company's board said that it is in the best interest of the
Company and its stakeholders to file a voluntary petition under
Chapter 11 before an involuntary bankruptcy petition is filed.

According to Bloomberg News, Trump Entertainment has been hit by
lower gambling revenues, as annual gambling revenues in Atlantic
City, New Jersey, plunged the most on record.  John Burke, the
Company's chief financial officer, said the casinos are
"overleveraged" and experienced a decline in revenue resulting
from the "dramatic downturn" in the economy and competition.

According to The Wall Street Journal, the bondholders group
includes hedge funds Avenue Capital Group of New York and
Contrarian Capital Management of Greenwich, Conn., and other
holders.  Donald Trump, the WSJ reported, said Feb. 13 that he'd
resign as chairman of the board due to disagreements with the
noteholders, including the plans to send the Company to
bankruptcy.

The resignation, Bloomberg said, two days before the Company's
bankruptcy filing, could threaten to kill the $270 million sale of
its Trump Marina Casino.  The price of the sale includes the
settlement of a lawsuit Trump Entertainment filed against the
property's buyer, Richard T. Fields.

The Company said that it had $2,055,555,000 in assets and
$1,737,726,000 in debts as of Dec. 31, 2008.  In addition to $1.25
billion second-lien notes, debt includes $489 million in first-
lien bank debt where Beal Bank serves as agent.  There is $33.2
million in trade debt and $6 million in liabilities on leases,
Bloomberg's Bill Rochelle said, citing the Company's CFO.

The Company, in its bankruptcy petition, said that it estimates
that funds will be available for distribution to unsecured
creditors, who are behind in priority over administrative expense
claimants and creditors who have collateral.  The 20 largest
unsecured creditors are owed about $1.32 billion, court papers
show. U.S. Bank NA, as agent for noteholders, is listed as the
largest unsecured creditor with a claim for $1.31 billion.

Donald Trump, Morgan Stanley & Co., Franklin Mutual advisers, LLC,
and Sam Chang, each own 5% or more of the 31,718,376 shares of
stock issued by the Company.  Donald Trump, which reportedly has a
28% stake in the Company, has personally guaranteed $250 million
of the Company's $1.25 billion of bond debt, The Wall Street
Journal said.

In its new Chapter 11 case, Trump Entertainment will tap:

   -- Weil, Gotshal & Manges LLP and McCarter & English LLP as
      attorneys;

   -- Ernst & Young LLP for auditing and tax related services; and

   -- Lazard Freres & Co LLC as financial advisors.

Judge Judith H. Wizmur has been assigned to take Trump's case.

              Mr. Trump's Privately Held Real Estate
                        Not Part of Filing

Trump Entertainment Resorts, Inc., owns, through its interest in
Trump Entertainment Resorts Holdings, L.P., and operates three
casino resort properties: Trump Taj Mahal Casino Resort and Trump
Plaza Hotel and Casino, located on the Boardwalk in Atlantic City,
New Jersey, and Trump Marina Hotel Casino, located in Atlantic
City's Marina District.  Donald Trump is a shareholder of the
Company and is not involved in its daily operations.  The Company
notes that it 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.

The Company's chief executive officer, Mark Juliano, noted, "We
are focused on our goal of successfully restructuring our company
to reduce our debt in order to strengthen our balance sheet during
this difficult economic period.  This filing will result in no
immediate change in our daily operations, and we expect to make no
changes regarding our operating structure or philosophy.
Importantly, our customers will not be affected by this filing,
and there will be no change to our TrumpONE or other marketing
programs.  We remain focused on operating as efficiently as
possible in this strained economic environment, and we appreciate
the ongoing dedication of our team towards our mutual goal of
building a successful company together."

               About Trump Entertainment Resorts Inc.

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.

                            *     *     *

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.


TRUMP ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: TCI 2 Holdings, LLC
        fka Trump Casinos II, Inc.
        fka Trump Casinos II, Inc.
        15 South Pennsylvania Avenue
        Atlantic City, NJ 08401

Bankruptcy Case No.: 09-13654

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Trump Entertainment Resorts, Inc.                  09-13655
Trump Entertainment Resorts Holding, L.P.          09-13656
Trump Entertainment Resorts Funding, Inc.          09-13658
Trump Entertainment Resorts Development Company    09-13659
Trump Taj Mahal Associates, LLC                    09-13660
Trump Plaza Associates, LLC                        09-13661
Trump Marina Associates, LLC                       09-13662
TER Management Co., LLC                            09-13663
TER Development Co., Inc.                          09-13664

Related Information: The Debtors (NASDAQ: TRMP) own and
                     operate 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.

                     See: http://www.trumpcasinos.com/

Chapter 11 Petition Date: February 17, 2009

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtors' Counsel: Charles A. Stanziale, Jr., Esq.
                  cstanziale@mccarter.com
                  McCarter & English, LLP
                  Four Gateway Center
                  100 Mulberry Street
                  Newark, NJ 07102
                  Tel: (973) 622-4444
                  Fax: (973) 624-7070

Auditor and Accountant: Ernst & Young LLP

Financial Advisor: Lazard Freres & Co. LLC

Estimated Assets: $2,055,555,000 as of Dec. 31, 2008

Estimated Debts: $1,737,726,000 as of Dec. 31, 2008

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank National Association                   $1,310,896,699
Corporate Trust Services
PD-OR-P6TD
555 SW Oak Street
Portland, OR 97204

Bovis Lend Lease, Inc.                           $7,474,413
821 Alexander Road
Princeton, NJ 08540

Thermal Energy Limited 1                         $1,864,212
1825 Atlantic Avenue
Atlantic City, NJ 08401

Hess Corporation                                 $1,363,403
PO Box 25218
Lehigh, PA 25218

Casino Control Fund                              $1,146,345
Tennessee Avenue and Boardwalk
Atlantic City, NJ 08401

Bally Gaming Inc.                                $482,057

Atlantic Limousine Inc.                          $320,124

Amerihealth Casualty Services                    $263,792

Sysco Food Services of Phila                     $261,832
LLC

Otis Elevator Co                                 $242,611

Accents/KF Investments                           $197,733

WMS Gaming Inc.                                  $178,352

IGT, Inc.                                        $175,117

Atlantic City Linen Supply Inc.                  $155,366

Sales Corp.                                      $150,920

Horizon Blue Cross Blue                          $150,861
Shield of New Jersey

Agilysys NV LLC                                  $145,764

Clear Channel Outdoor, Inc.                      $141,835

Conner Strong Companies Inc.                     $124,404

Harco Industries Inc. USA                         $119,691

The petition was signed by John P. Burke, chief financial officer.


TULLY'S COFFEE: Posts $600,000 Net Loss in Quarter Ended Dec. 28
----------------------------------------------------------------
On February 11, 2009, Tully's Coffee Corporation disclosed its
revenues and operating results for the third quarter of its 2009
fiscal year, which ended December 28, 2008.

Tully's reported a net loss of $600,000 for the Third Quarter
Fiscal 2009 as compared to the net loss of $2,423,000 for the
Third Quarter Fiscal 2008, an improvement of $1,823,000 or 75.2%.

"We continue our positive earnings trends during the past
quarter," said Carl Pennington, President of Tully's. "Improving
operations continues to pay off, especially in difficult economic
times."

During the thirty-nine weeks ended December 28, 2008, Tully's
opened 28 new retail outlets, including its first two outlets in
Singapore through a joint venture partnership in Asia, Tully's
Coffee Asia Pacific, LP. At December 28, 2008, there were 165 U.S.
Tully's stores -- 83 company-operated and 82 franchised --
compared to 146 U.S. stores a year earlier. Retail sales decreased
$2.1 million compared to the same period last year, primarily due
to the sale and subsequent franchising of five company-owned
stores in Southern California in August 2008, unexpected snow and
inclement weather in our core retail market of Seattle over the
holiday's and Boeing's strike accompanied by the additional two
week plant closure during the holiday's that negatively impacted
business.

On February 6, 2009 the company filed a definitive proxy statement
with the Securities and Exchange Commission setting a March 16,
2009 special shareholder meeting to approve the proposed asset
sale of the Wholesale business unit to Green Mountain Coffee
Roasters, Inc.

As of December 28, 2008, the Company's balance sheet showed total
assets of $24,569,000, total liabilities of $37,656,000 and
minority interest of $6,000,000, resulting in total stockholders'
deficit of $13,087,000.

Additional information about Tully's Third quarter 2009 results is
contained in its Quarterly Report on Form 10-Q that was filed with
the U.S. Securities and Exchange Commission on February 11, 2009,
which available for free at: http://researcharchives.com/t/s?397d

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.


UNION ELECTRIC: Moody's Affirms Baa2 Issuer Rating
--------------------------------------------------
Moody's Investors Service affirmed the ratings of Ameren
Corporation (Baa3 Issuer Rating); Union Electric Company (d/b/a
AmerenUE, Baa2 Issuer Rating); AmerenEnergy Generating Company
(Baa3 senior unsecured); Central Illinois Public Service Company
(d/b/a AmerenCIPS; Ba1 Issuer Rating); CILCORP Inc. (Ba1 Corporate
Family Rating); Central Illinois Light Company (d/b/a AmerenCILCO,
Ba1 Issuer Rating); and Illinois Power Company (d/b/a AmerenIP,
Ba1 Issuer Rating).  The rating outlook of Ameren and all of its
subsidiaries is stable.

The ratings affirmation reflects Moody's view that Ameren's
announcement on Friday that it was reducing its common dividend by
39% is a conservative, prudent, and credit positive action that
will conserve cash and support financial coverage metrics.  It
will also better position the company to manage increasingly
challenging business and credit market conditions for utilities
going forward.  Ameren, like many other investor owned utilities,
has experienced higher operating and maintenance costs and
increased environmental capital spending requirements in recent
years.  Moody's has cited Ameren's high dividend payout ratio as
an credit constraining factor that has contributed to high levels
of negative free cash flow and increased external financing needs
at a time when financing costs have increased significantly.
Ameren has indicated that its new dividend payout, which is more
in line with average dividend payout levels in the utilities
industry, will allow the company to conserve approximately
$215 million of cash annually, reducing negative free cash flow
and external debt financing needs considerably.

The more conservative dividend payout should also help facilitate
the renewal of Ameren's bank credit facilities, which include two
$500 million facilities maturing at its Illinois utility
subsidiaries on January 14, 2010 and a $1.15 billion credit
facility maturing at the parent company on July 14, 2010.
Although Ameren has been highly reliant on these credit facilities
to finance working capital and capital expenditure needs in recent
years, the company completed financings of $400 million at
AmerenIP and $150 million at AmerenCILCO in the fourth quarter of
2008, reducing draws under the Illinois bank facilities
materially.  The cash conserved as a result of the dividend
reduction should continue to reduce reliance on these bank credit
facilities going forward and will likely be viewed favorably by
banks considering renewing or entering into new facilities with
Ameren and its subsidiaries, which is important considering
currently constrained bank credit market conditions.

The stable outlook on Ameren and its subsidiaries reflects
recently constructive rate case outcomes at its utility
subsidiaries, including the approval of a fuel adjustment clause
at AmerenUE; the improving regulatory environments for investor
owned utilities in both Illinois and Missouri; and Moody's
expectation that financial and cash flow coverage metrics should
remain adequate to maintain current rating levels.  Moody's notes
that the recent dividend reduction is supportive of these stable
ratings outlooks and provides Ameren and its subsidiaries
additional cushion at current rating levels.  Negative rating
action would still be considered if Ameren and its utilities do
not enter into adequate liquidity arrangements well in advance of
their current bank credit facility expiration dates in January and
July of 2010, although this process should be facilitated by the
dividend cut.

Ratings affirmed with a stable outlook include:

  -- Ameren's Baa3 Issuer Rating and Prime-3 short-term rating for
     commercial paper;

  -- Union Electric Company's Baa1 senior secured, Baa2 Issuer
     Rating, Baa3 subordinated, Ba1 preferred stock, and Prime-3
     short-term rating for commercial paper;

  -- AmerenEnergy Generating Company's Baa3 senior unsecured debt;

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock;

  -- CILCORP Inc.'s Corporate Family Rating at Ba1 and senior
     unsecured debt at Ba2 (LGD5, 74%);

  -- Central Illinois Light Company's Issuer Rating at Ba1, senior
     secured debt at Baa2 (LGD2, 19%) and preferred stock at Ba1
     (LGD 4, 63%).

For Central Illinois Light Company, the LGD model would suggest an
Issuer Rating of Ba2 and a preferred stock rating of Ba2.  The Ba1
rating assigned considers the pending tender offer for all of
CILCORP's outstanding long-term debt, which has the potential to
change the capital structure of the CILCORP corporate family
materially.

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

The last rating action on Ameren, Union Electric, Central Illinois
Public Service, CILCORP, Central Illinois Light, and Illinois
Power was on January 29, 2009, when the ratings were affirmed and
the rating outlooks of Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power were changed to stable
from positive.  The last rating action on AmerenEnergy Generating
Company was on August 13, 2008, when the rating was downgraded to
Baa3 from Baa2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO); Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


WENTWORTH ENERGY: Files Second Amendment to Annual Report
---------------------------------------------------------
Wentworth Energy, Inc., filed with the Securities and Exchange
Commission on February 11, 2009, Amendment No. 2 to its Annual
Report.  The Company retroactively restated certain amounts as a
result of:

   1. On November 14, 2007, the Company amended several of its
      stock option agreements to remove all service conditions,
      effectively accelerating the remaining unrecognized
      compensation.  In accordance with Statement of Financial
      Accounting Standards No. 123(R), the fair value of a stock-
      based award is measured on the grant date and the
      compensation cost is recognized over the requisite service
      period.  However, the amount of compensation cost
      recognized at any date must at least equal the portion of
      the value of the award that is not contingent upon either a
      service condition or a performance condition at that date.
      Upon execution of the Amendments, the full amount of
      unrecognized compensation expense, totaling $12.6 million,
      was accelerated and has been recorded in the fourth quarter
      of 2007.

Amendment No. 2 also includes changes from the original Form 10-
KSB filed on April 14, 2008.  The Company previously reported
these changes in amended Form 10-KSB/A Amendment No. 1.  They
retroactively restated certain amounts as a result of:

   1. In connection with the October 2007 debt restructuring the
      Company improperly allocated a $20.9 million increase in
      the fair value of its derivative liabilities to debt
      discount.  It was subsequently determined that only
      $3.8 million should have been allocated to debt discount,
      with the remainder of the increase in fair value attributed
      to loss on derivative contracts.

   2. An adjustment to amortization expense related to the senior
      secured convertible notes was required.

   3. Series B warrants with a fair value of $4.6 million were
      improperly included in derivative liabilities.

A full-text copy of Amendment No. 2 is available for free at:

               http://researcharchives.com/t/s?3994

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy 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 recurring losses from
operations and working capital deficiency.

Wentworth Energy's balance sheet at Sept. 30, 2008, showed total
assets of $38,124,971 and total liabilities of $33,320,771,
and a stockholders' equity of $4,804,200.

For three months ended Sept. 30, 2008, the company reported net
loss of 3,750,198 compared to net loss of $1,958,376 for the same
period in the previous year.  For nine months ended Sept. 30,
2008, the company earned $3,270,952 compared to net income of
$65,361,213 for the same period in the previous year.


YELLOWSTONE CLUB: Rancho Mirage Used as Personal Loan Collateral
----------------------------------------------------------------
Keith Matheny at The Desert Sun reports that Yellowstone Mountain
Club LLC owner Edra Blixseth's creditors said that she has used
the Rancho Mirage estate as collateral for $50 million in personal
loans since August 2008, even though the property is tied up in
the Yellowstone Club's bankruptcy case.

According to The Desert Sun, Ms. Blixseth got the Porcupine Creek,
Rancho Mirage home, and a golf course on more than 230 acres after
a divorce settlement with her husband Tim in August 2008.  The
report says that she also acquired almost $400 million in debts.

The Desert Sun relates that creditors asked the bankruptcy court
last week to stop Ms. Blixseth from using Porcupine Creek and
other assets of her corporations as collateral for loans.

The bankruptcy court, The Desert Sun reports, said in January
2009, "According to Ms. Blixseth's testimony on January 13,
Blixseth Group Inc. cannot generally pay its debts as they come
due, has liquidity problems and is unable to make its payroll
obligations for the employees at Ms. Blixseth's residence known as
Porcupine Creek."  Creditors claimed in a complaint filed to the
court that Ms. Blixseth used Porcupine Creek as collateral for a
loan, two days after that testimony.

Creditors, says The Desert Sun, have accused financial firm Credit
Suisse of making a fraudulent $375 million loan in 2005 that
largely ended up in the Blixseths' pockets.  According to court
documents, at least $12 million of the money was used to pay off
the then-existing debt on Porcupine Creek.  The Desert Sun states
that Ms. Blixseth's spokesperson said that the loan was issued
before his client was in charge.

Tim Blixseth said in a statement that payments on the loan were
made on time while he was in charge, calling the creditors' motion
to file a lawsuit "baseless."

                     About Yellowstone Club

Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  It is located near Big Sky, Montana.  It was founded in
1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YOUNG BROADCASTING: Wants to Hire Epiq as Claims & Noticing Agent
-----------------------------------------------------------------
Young Broadcasting, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions LLC as claims and noticing agent and
voting and tabulation agent.

Epiq will serve as the Court's outside agent.  In addition, Epiq
will assist with, among other things, noticing creditors and
interest holders in connection with the hearings to determine the
adequacy of the Debtors' proposed disclosure statement and
confirmation of the plan, and other noticing related thereto that
may be required.  Epiq will also assist the Debtors with the
preparation of the Debtors' schedules, statements of financial
affairs and master creditor list, and any amendment thereto.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, tells the Court that Epiq professionals standard
rates are:

     Title                       Hourly Rate    Average Rate
     -----                       -----------    ------------
     Clerk                        $40 - $60      $50
     Case Manager (Level 1)      $125 - $175     $142.50
     IT Programming Consultant   $140 - $190     $165
     Case Manager (Level 2)      $185 - $220     $202.50
     Senior Case Manager         $225 - $275     $247.50
     Senior Consultant               TBD           TBD

The level of senior consultant activity will vary by engagement.
The usual average rate is $295 per hour.

In an effort to reduce the administrative expenses related to
Epiq's retention, the Debtors seek to pay Epiq's fees and expenses
without formal fee applications being filed by Epiq.

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

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No.:
09-10645).  Jo Christine Reed, Esq. at Sonnenschein Nath &
Rosenthal LLP represents the Debtors in their restructuring
efforts.  The Debtors proposed UBS Securities LLC as consultant;
Ernst & Young LLP as sccountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YOUNG BROADCASTING: Wants Schedules' Deadline Moved to March 30
---------------------------------------------------------------
Young Broadcasting, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
until March 30, 2008, their deadline to file schedule of assets
and liabilities, statements of financial affairs, schedules of
current income and expenditures, statements of executory contracts
and unexpired leases and lists of equity security holders.

The Debtors relate that they will not be able to complete the
schedules and statements properly and accurately within the
prescribed time.

Given the size and complexity of their businesses, the Debtors
have a significant amount of information to accumulate to prepare
their Schedules and Statements.  To complete the Schedules and
Statements, the Debtors' employees and professional advisors must
review many documents and electronic records in locations across
the United States.  This process will consume many hours of the
Debtors' employees' and professionals' time to complete.

The Debtors add that the extension will provide sufficient time to
fulfill their obligation to file the Schedules and Statements
without unduly distracting them from critical operational issues.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No.:
09-10645).  Jo Christine Reed, Esq. at Sonnenschein Nath &
Rosenthal LLP represents the Debtors in their restructuring
efforts.  The Debtors proposed UBS Securities LLC as consultant;
Ernst & Young LLP as sccountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YOUNG BROADCASTING: Can Use Lender's Cash Collateral on Interim
---------------------------------------------------------------
Young Broadcasting Inc. and its debtor-affiliates asked the United
States Bankruptcy Court for the Southern District of New York for
approval to use cash collateral securing repayment of secured loan
to Wachovia Bank, National Association.

The Bankruptcy Court on Feb. 17 entered an interim order
authorizing the Debtors to use cash collateral of their
prepetition lender.  Final hearing on the request will be on
March 4, 2009.

The proceeds of the cash collateral will be used for general
corporate purposes, costs and expenses related to the Chapter 11
cases in accordance with budget.

Access to cash collateral will terminate on March 5, 2009 or in
the event of default.

As adequate protection, the lender will be granted (i) additional
replacement security interests and liens in the prepetition
collateral, (ii) allowed superpriority administrative expense
claim, and reimbursement of its professional fees, among other
things.

The Debtors and Wachovia Bank are parties to a fourth amended and
restated credit agreement dated May 3, 2005, secured by
substantially all of the Debtors' assets.  Approximately
$338.1 million was outstanding under the facility as of the
Debtors' bankruptcy filing.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?398c

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No.:
09-10645).  Jo Christine Reed, Esq. at Sonnenschein Nath &
Rosenthal LLP represents the Debtors in their restructuring
efforts.  The Debtors proposed UBS Securities LLC as consultant;
Ernst & Young LLP as sccountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YRC WORLDWIDE: Finalizes Bank Amendment & Renews ABS Facility
-------------------------------------------------------------
On February 12, 2009, YRC Worldwide Inc. (NASDAQ: YRCW) finalized
an amendment with the company's lenders of its credit facilities
and renewed its asset-backed securitization facility two months
prior to maturity.

"We are pleased with the banks' support of our strategic actions
and their confidence in our ability to improve our financial
position," stated Tim Wicks, Executive Vice President and CFO of
YRC Worldwide. "We feel good about the amendment that we reached
and the flexibility it will provide us to help weather this
economic recession."

                   Credit Agreement Amendment

On February 12, 2009, the Company and certain of its subsidiaries
entered into Waiver and Amendment No. 2 to the Credit Agreement
with the lenders and agents party thereto, which amends the Credit
Agreement, dated as of August 17, 2007, among the parties thereto.
The Credit Agreement continues to provide the Company with a $950
million senior revolving credit facility, including sublimits
available for borrowings under certain foreign currencies and for
letters of credit, and a senior term loan in an aggregate
outstanding principal amount of approximately
$111.5 million.  The Credit Agreement Amendment removes the
Company's right to request an increase in the commitments under
the Credit Agreement.

The salient terms of the Credit Agreement Amendment includes:

   * Maturity Date

The Credit Agreement expires, and the revolving credit facility
and term loan mature, on August 17, 2012, or such earlier date as
the requisite lenders give notice if:

   -- $50 million or more of the amount required to be satisfied
      in cash in respect of YRC Regional Transportation, Inc.'s
      8-1/2% Guaranteed Notes due April 15, 2010 -- USF Notes --
      remains outstanding on or after March 1, 2010, or

   -- $50 million or more of the amount required to be satisfied
      in cash in respect of the Company's 5% Contingent
      Convertible Senior Notes due 2023 remains outstanding on or
      after June 25, 2010.

   * Fees and Interest Rate

The Credit Agreement Amendment increases the interest rate spread
for loans bearing interest by reference to the LIBOR rate from a
current spread of 160 basis points for revolving loans and 200
basis points for term loans to 650 basis points for both revolving
loans and term loans, and implements a new LIBOR rate floor of 350
basis points.  The Credit Agreement Amendment also increases the
interest rate spread for loans bearing interest by reference to
the alternate base rate from a current spread of 75 basis points
to 550 basis points, and implements a new alternate base rate
floor equal to the one-month LIBOR rate plus 100 basis points.
The Company expects interest expense, excluding commitment fees,
to increase $38.5 million annually with this amendment assuming
current borrowings.

The commitment fee payable to the lenders party to the Credit
Agreement increased from a current rate of 40 basis points to 100
basis points.

In connection with the Credit Agreement Amendment, the Company
paid fees to the consenting lenders equal to approximately
$8.0 million.

   * Affirmative Covenants

The affirmative covenants contained in the Credit Agreement
Amendment are substantially similar to the affirmative covenants
contained in the Credit Agreement as it existed prior to the
Credit Agreement Amendment.  The Credit Agreement Amendment:

   -- provides that proceeds from the Credit Agreement may not be
      used to refinance, repay, settle, support or otherwise
      satisfy any outstanding indebtedness -- other than
      industrial revenue bonds in an aggregate amount not to
      exceed $7 million;

   -- requires the Company to fully complete the process of
      winding up, liquidating or dissolving YRC Assurance in all
      respects by March 14, 2009 or such longer period as the
      administrative agent may agree in its sole discretion.

   * Financial Covenants

For 2009 and 2010, the Credit Agreement Amendment replaces the
prior financial covenants with three other financial covenants:

   -- Minimum Liquidity, which continues for the life of the
      Credit Agreement

      The Company must maintain Liquidity equal to or greater
      than $100 million at all times, and Liquidity will be
      tested on each business day.

   -- Minimum Consolidated EBITDA

      The Company will not permit Consolidated EBITDA for any
      period to be less than:
                                                       Minimum
                                                    Consolidated
      Period                                            EBITDA
      ------                                      ---------------
      For the fiscal quarter ending on June 30, 2009  $45,000,000

      For the two consecutive fiscal quarters
      ending on September 30, 2009                   $130,000,000

      For the three consecutive fiscal quarters
      ending December 31, 2009                       $180,000,000

      For the four consecutive fiscal quarters
      ending March 31, 2010                          $205,000,000

      For the four consecutive fiscal quarters
      ending June 30, 2010                           $205,000,000

      For the four consecutive fiscal quarters
      ending September 30, 2010                      $215,000,000

      For the four consecutive fiscal quarters
      ending December 31, 2010                       $240,000,000

   -- Maximum Capital Expenditures

      The Company will not, nor will it permit any subsidiary of
      the Company to, incur or make any capital expenditures in
      excess of (i) $150 million for the four consecutive fiscal
      quarters ending December 31, 2009 and (ii) $235 million for
      the four consecutive fiscal quarters ending December 31,
      2010.

   * Modifications to Existing Financial Covenants

The Credit Agreement Amendment modifies the two financial
covenants that were contained in the Credit Agreement prior to
giving effect to the Credit Agreement Amendment:

   -- The Company will not permit the Consolidated Interest
      Coverage Ratio as of the end of any test period ending on
      or about March 31, 2011 and as of the end of each other
      test period ending thereafter to be less than 2.50 to 1.00,
      which was the level that was set forth in the Credit
      Agreement prior to giving effect to the Credit Agreement
      Amendment.

   -- The Company will not permit the Total Leverage Ratio as of
      the end of any test period ending on or about March 31,
      2011 and as of the end of each other test period ending
      thereafter to exceed 3.50 to 1.00, which was the level that
      was set forth in the Credit Agreement prior to giving
      effect to the Credit Agreement Amendment.

   * Liens

The Credit Agreement Amendment reduced the general lien basket
from $150 million to $30 million outstanding at any time.

                     ABS Facility Amendment

On February 12, 2009, the Company amended its asset-backed
securitization facility.  The amended ABS Facility will expire on
February 11, 2010.  The ABS Facility continues to permit
financings of up to $500 million based on the characteristics of
the Company's accounts receivable and the reserve requirements of
the receivables purchasers.  The amendment to the ABS Facility
includes:

   -- The ABS Facility Amendment implements increased reserve
      requirements applicable to the accounts receivable.  After
      applying the new reserve requirements, the total capacity
      under the ABS Facility decreased by approximately
      $28.8 million as a result of such new reserve requirements.


   -- The cost of funding under the ABS Facility increased.

   -- The letters of credit sublimit decreased from $125 million
      to $105 million.

   -- The ABS Facility Amendment implements the Minimum
      Consolidated EBITDA, Maximum Capital Expenditures and
      Minimum Liquidity financial covenants that are consistent
      with the Credit Agreement Amendment.

   -- YRC Assurance Co. Ltd., the Company's wholly owned
      subsidiary and captive insurance company domiciled in
      Bermuda, was investing in accounts receivable through the
      ABS Facility to support the capital requirements that
      Bermuda law requires YRC Assurance to maintain to issue
      insurance policies to other Company subsidiaries.  The
      Company desired to utilize these receivables to finance its
      general corporate purposes rather than to finance YRC
      Assurance's capital requirements.  Therefore, YRC Assurance
      withdrew from the ABS Facility by selling back
      approximately $159 million of its ownership interests in
      the accounts receivables to Yellow Roadway Receivables
      Funding Corporation, a special purpose entity and wholly
      owned subsidiary of the Company.  YRRFC then sold the
      ownership interests in the accounts receivable purchased
      from YRC Assurance to the bank parties to the ABS Facility.
      These bank parties will now finance the Company for general
      corporate purposes by reinvesting in this pool of accounts
      receivable.  YRC Assurance will no longer be a purchaser or
      a co-agent party to the ABS Facility and will commute
      existing intercompany insurance policies due to the
      reduction in the capital it is required to maintain by
      regulation for these policies.  The Company may incur
      additional U.S. federal income taxes as a result of this
      transaction.

   -- In connection with the ABS Facility Amendment, the Company
      paid fees to the consenting bank parties equal to
      approximately $3.8 million.  An additional fee equal to
      approximately $10.0 million will become due September 30,
      2009 if the ABS Facility has not been terminated by such
      date and the Company does not have a corporate credit
      rating of B/B2 or better from Standard & Poor's and Moody's
      Investors Service, Inc., respectively, by such date.  The
      Company's corporate credit ratings currently are CCC/Caa3,
      respectively.

Based upon the Credit Agreement Amendment and the renewal of the
ABS Facility, the Company expects that its interest expense in the
first quarter of 2009 will be approximately $45 million and for
the full year of 2009 will be approximately $120 to
$130 million.

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

               http://researcharchives.com/t/s?3991

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received roughly $101 million of proceeds and
expects to receive roughly $50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities until February 17.  The company is in
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.


YRC WORLDWIDE: Gets $9 Million From Additional Sale Transaction
---------------------------------------------------------------
YRC Worldwide Inc., on February 13, 2009, closed on an additional
portion of the sale and financing leaseback transaction pursuant
to the transaction with NATMI Truck Terminals, LLC.  The Company
received approximately $9 million of proceeds at the February 13
closing.  The Company has extended the inspection period for the
NAT Transaction to mid-March 2009 for the remaining subject
facilities.  The Company expects to close on the remaining subject
facilities in early to mid-March 2009, subject to the satisfaction
of normal and customary due diligence and related conditions,
including NATMI's right to elect not to acquire any of the
remaining subject facilities in its sole discretion during the
inspection period.

On December 19, 2008, YRC Worldwide entered into a Real Estate
Sales Contract with NATMI Truck Terminals, LLC, to sell and
simultaneously lease back a pool of the Company's facilities
located throughout the United States.  The aggregate purchase
price for the subject facilities is approximately $150.4 million.
Initial annual lease payments will be approximately $21.1 million
in the aggregate, subject to annual increases based on changes in
the Consumer Price Index.  The initial lease term for each
facility will be 10 years, with renewal options to extend the term
of each lease by up to an additional 30 years.  During the lease
term for each facility, as it may be extended, the Company will
have a right of first offer in the event NATMI proposes to sell
the facility.  The Company has previously entered into other sale-
leaseback transactions with NATMI in the ordinary course of
business.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received roughly $101 million of proceeds and
expects to receive roughly $50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities until February 17.  The company is in
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.


YRC WORLDWIDE: Grants Union Workers Options to Buy 11.3MM Shares
----------------------------------------------------------------
YRC Worldwide Inc. had previously disclosed that the union
employees represented by the International Brotherhood of
Teamsters voted to modify the National Master Freight Agreement,
effective April 1, 2008 through March 31, 2013, with YRC Inc., USF
Holland Inc. and New Penn Motor Express Inc., to, among other
things, reduce wages paid under the NMFA by 10 percent.

On February 12, 2009, the Company delivered a certification to the
Teamsters, in accordance with the modified NMFA, that no event or
condition exists that constitutes a default under the Company's
credit facility, or which upon notice, lapse of time or both
would, unless cured or waived, become or lead to such a default.

The Company stated that the affected union employees will receive
the right to participate in the equity of the Company through a
vehicle that economically functions as a warrant or similar
instrument to purchase 15 percent of the Company's common stock.
Consistent with this statement, the Company and the Teamsters have
agreed to implement a Union Employee Option Plan and a Union
Employee Stock Appreciation Right Plan.

Pursuant to the Stock Option Plan, on February 12, 2009, the
Company granted to its union employees who are employed by
bargaining units who have ratified the wage reduction, options to
purchase up to an aggregate of 11,394,758 shares of the Company's
common stock at an exercise price equal to $3.74 per share, which
was the closing price per share of the Company's common stock on
the NASDAQ Stock Market on that date.  The options will vest in
full on the first anniversary of the grant date, and will be
exercisable for 10 years following the date of grant, subject to
the terms of the Stock Option Plan.  The options were granted
subject to shareholder approval and will not be effective until
the Stock Option Plan is approved by the shareholders of the
Company. The Company expects to submit the Stock Option Plan to a
vote by its shareholders at a meeting of the shareholders later
this year, most likely its annual meeting of shareholders, which
is usually held in May of each year. If the shareholders of the
Company do not approve the Stock Option Plan, the options granted
under the Stock Option Plan will automatically terminate.

Pursuant to the SAR Plan, on February 12, 2009, the Company
granted to its Union Employees stock appreciation rights with
respect to up to 11,394,758 shares of the Company's common stock
at an exercise price equal to $3.74 per share, which was the
closing price per share of the Company's common stock on the
NASDAQ Stock Market on that date.  Each Union Employee received
one SAR under the SAR Plan for each option that the Union Employee
received under the Stock Option Plan.  Each SAR provides the Union
Employee the right to receive a cash payment from the Company
equal to the closing price of the Company's common stock on the
date of exercise less the exercise price of the SAR.  The SARs
will vest in full on the first anniversary of the grant date, and
will be exercisable for 10 years following the date of grant,
subject to the terms of the SAR Plan. If the shareholders of the
Company approve the Stock Option Plan, the SARs granted under the
SAR Plan will automatically terminate.

Based on the February 12, 2009 closing price of the Company's
common stock of $3.74 per share, the aggregate fair value of the
union equity grants is approximately $30 million and would be
recognized as a one-time accounting charge on the grant date.
Under the SAR Plan, the aggregate fair value of the union equity
grants would be re-measured at the end of each quarter using the
closing share price of the Company's common stock at that time.

If the shareholders of the Company approve the Stock Option Plan,
the aggregate fair value of the union equity grants would be fixed
using the closing share price of the Company's common stock on the
date of shareholder approval.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received roughly $101 million of proceeds and
expects to receive roughly $50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities until February 17.  The company is in
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.


* Berkery & Seneca Financial Collaborate to Aid Troubled Firms
--------------------------------------------------------------
Berkery, Noyes & Co., LLC, and Seneca Financial Group have formed
a strategic partnership to advise companies seeking restructuring
services in the global information, media, health, and
pharmaceutical industries, as well as education, financial, B2B,
marketing services, and related technology areas.  Armed with deep
market knowledge, the partners will work with companies to develop
new business models to reflect the realities of the current
economic and financial marketplace, as well as restructure balance
sheets that are over-leveraged by today's standards.

John Shea, Chief Operating Officer of Berkery Noyes commented:
"Given today's economic environment, we anticipate a growing need
for our brand of on-the-ground advisory service.  A company's
successful restructuring hinges upon having a team comprised of
professionals who understand a business and its industry in a
granular sense and have the capability to devise and implement a
successful restructuring plan."

"The fundamentals of the restructuring business have changed in
profound ways over the past three years.  Today's bankruptcy code
makes it very difficult for a company to successfully reorganize
under the court's supervision," said James Harris, founder and CEO
of Seneca.  "Bankruptcy may no longer be the right answer.  Given
current conditions, companies would be well advised to examine
other options to transform their businesses into more efficient
generators of cash flow," he added.

James Harris founded Seneca Financial Group in 1993 to focus
exclusively on restructuring advisory services.  Seneca's previous
engagements include: Texaco, Federated Department Stores, LTV
Corporation, Pacific Gas & Electric, Parmalat and America West
Airlines.  Prior to founding Seneca, Mr. Harris was a Managing
Director at Lehman Brothers and headed the firm's restructuring
advisory services.  Prior to joining Lehman in 1982, Mr. Harris
was a senior lending officer at Citibank N.A. where he worked with
Mr. Shea.

Berkery, Noyes & Co., LLC has completed over 450 M&A transactions
since its founding by Joseph Berkery in 1988.  Since its
inception, Berkery Noyes has focused its efforts on the
information and media industries.  During that time, Berkery Noyes
has worked with private owners, private equity firms and public
companies to assess value and complete transactions to realize
value.  Berkery Noyes' has worked with The McGraw-Hill Companies,
Thomson Reuters, United Business Media, Reed Elsevier, Pearson and
Wolters Kluwer.

John Shea, Chief Operating Officer of Berkery Noyes, will be
leading the marketing effort of the partnership. His contact
information is as follows:


* Five Attorneys Join Brown Rudnick as Partners
-----------------------------------------------
Brown Rudnick, a premier international law firm, has elected five
attorneys to the partnership: Sunni P. Beville, Michael J.
Camilleri, Christopher J. Carolan, Robert L. Murray and Neill
Shrimpton.  Among the new partners is one British lawyer
practicing in Brown Rudnick's London office, as well as attorneys
from the Boston, New York, and Hartford offices.

Brown Rudnick's CEO Joseph F. Ryan commented, "Each of our new
partners has distinguished him or herself as a skilled lawyer,
dedicated client service provider, and good corporate citizen.
Their elevation to the Firm's Partnership is in recognition of the
value they bring to our Firm, our clients and the community.  We
are fortunate to have each of them as partners."

Ms. Beville concentrates her practice on the representation of
official and ad hoc committees of creditors and equity holders in
chapter 11 bankruptcy cases and out-of-court restructuring
matters.  This practice includes all aspects of the bankruptcy
process, including contested plan confirmation hearings, contested
relief from stay and cash collateral hearings, and fraudulent
conveyance and preference litigation.  Ms. Beville also assists
institutions in the distressed debt and claims trading industry by
facilitating the claims resolution and allowance process for claim
holders in chapter 11 cases and advises institutions with respect
to status and treatment of claims against debtors in chapter 11
cases.  She also advises distressed companies and their equity
holders with respect to restructuring debt and equity both in the
Chapter 11 context and out-of-court restructuring opportunities.

Mr. Camilleri represents Fortune 500 corporations, developers,
retailers, not-for-profit organizations, universities, hospitals,
restaurants, and other clients in all aspects of commercial real
estate development.  Mr. Camilleri's practice includes the areas
of leasing, acquisitions, dispositions, zoning and land use,
development, financing, military housing privatization projects
and affordable housing.  He has worked with clients to obtain
zoning and land use approvals before municipal agencies throughout
the State of Connecticut, and has worked with various state and
federal agencies on behalf of his clients.

Mr. Carolan has extensive experience representing institutional
lenders and borrowers in a variety of domestic and international
syndicated and unsyndicated debt financings across a variety of
industries, including retail finance, commodities finance, project
finance, corporate & acquisition finance, real estate, and film
finance.  Mr. Carolan also has experience restructuring distressed
debt and counseling clients on a variety of workout related
issues.  His practice involves advising secured lenders on
intercreditor arrangements and collateral security issues
involving inventory, accounts receivable, and real estate.

Mr. Murray represents both public and private clients in all
stages of development.  He assists clients in a variety of
matters, including business formation, venture capital financings,
mergers and acquisitions, securities law compliance and other
commercial and financial transactions.  Mr. Murray also works with
holders of debt of distressed companies to facilitate out-of-court
restructuring opportunities.

Mr. Shrimpton practices in all areas of commercial litigation and
arbitration.  He has represented clients in disputes in all
divisions of the High Court, the Court of Appeal and the Privy
Council, and pursuant to the rules of many arbitration
institutions.  Mr. Shrimpton has a wide range of experience acting
for individuals and organizations, such as investors, hedge funds,
manufacturing companies, public utility companies, construction
companies and companies listed on the FTSE 100.

                    About Brown Rudnick LLP

Brown Rudnick -- http://www.brownrudnick.com/-- is an
international law firm with offices in the United States and
Europe.  The firm represents clients from around the world,
providing business-focused solutions that address today's ever-
changing, ever-demanding competitive marketplace.  With an
entrepreneurial and collaborative mindset, Brown Rudnick offers a
broad slate of capabilities and talents in areas that include:
Bankruptcy & Corporate Restructuring, Corporate & Securities,
Intellectual Property, Complex Litigation, Real Estate, Government
Contracts, Government Law & Strategies, Energy, Finance, and
Health Law.


* NewOak Capital Appoints Patrick Mooney as COO
-----------------------------------------------
NewOak Capital has appointed of Patrick Mooney as Chief Operating
Officer, coordinating internal operations and system and processes
build-out.

"With the expansion of NewOak Capital advisory efforts,
development of robust analytical platform, and business
infrastructure, it became very critical to develop a proven
management structure. Patrick Mooney is tasked to lead such an
effort," says Ron D'Vari, CEO of NewOak Capital.   We are very
pleased to be able to continue attracting senior professionals
such as Patrick to the team," says James Frischling, President.
"We've grown exponentially since our launch this past summer and
Patrick will play a key role in the governance of our firm."
Patrick Mooney has 23 years of experience at Bear Stearns,Thomson
TradeWeb and SIFMA (SIA & BMA).  At Bear Sterns, he drove the
firm's strategic foothold in Fixed Income & Derivatives trading
segments while building and transitioning various businesses by
facilitating integration of operations, legal, compliance,
accounting, and risk management teams into firm's infrastructure
as well as trading, capital analysis, budgeting, and management
reporting systems. At TradeWeb, he assessed emerging trends,
seized profit growth opportunities, and leveraged bottom-up
approach to extend product visibility and gaining market
acceptance.

                        About NewOak Capital

NewOak is an advisory, asset management, and capital markets firm
organized to serve institutions in response to challenges arising
from the global credit markets. It provides analysis, valuation,
restructuring, risk transfer, and management solutions and
services to financial institutions and investors to support their
portfolio and corporate needs. NewOak Capital employs 16 senior
professionals with an average of 17 years of experience in the
fixed-income markets in addition to 17 junior and support staff.
It specializes in residential and commercial mortgage loans and
securities, REITs, asset-backed securities, structured corporate
securities (CSOs/CLOs), and distressed financial companies with
exposure. NewOak employs a differentiated framework, an integrated
"see-through" analytics platform, and a team of experienced
professionals with diversified investment and modeling expertise
to provide client solutions.


* Marwil, Thomas & Possinger Join Proskauer as Partners
-------------------------------------------------------
Proskauer Rose LLP, a global law firm with 800 lawyers worldwide,
announced the expansion of its Chicago office and Bankruptcy &
Restructuring Practice Group with the addition of partners Jeff J.
Marwil, Mark K. Thomas and Paul V. Possinger.

Formerly partners in Winston & Strawn's Restructuring and
Insolvency Group, which Mr. Marwil co-chaired, they comprise one
of the country's leading bankruptcy and workout teams. With a long
history of representing distressed clients of all types, from
hedge funds and sophisticated institutional investors to upper-
tier public and private companies, they bring a formidable
presence in the market to Proskauer's growing Chicago office as
well as its international Bankruptcy and Restructuring Practice
Group, which also includes lawyers in New York, Boston, Los
Angeles, London, Paris, Hong Kong and Sao Paulo.

"Jeff, Mark and Paul add a new dimension to our bankruptcy and
restructuring practice that extends our ability to address the
increasingly complex needs of our corporate clients in this
extremely challenging economic environment," said Allen I. Fagin,
Chairman of Proskauer Rose. "Among others, our roster of private
investment fund clients will be especially well served by the
counsel and experience this new team brings to the table."

According to Steven R. Gilford, head of Proskauer's Chicago
office, the addition of the well-regarded trio highlights the
firm's commitment to Chicago and the opportunities of the market.

"As we stated when we opened the office last April, we plan to be
a player in this market," said Mr. Gilford. "This well-respected
and high-profile group gives us a platform for even broader
growth. They are also an excellent fit for us culturally,
reflecting the same professional values and dedication to
collaboration that the firm has always embraced."

Mr. Marwil brings over 20 years of experience in the bankruptcy,
workout and corporate restructuring areas. He currently serves as
sole managing member of the Bayou Group in its Chapter 11 cases
and has devoted significant attention to other hedge funds in
distress, including restructurings, wind-downs and liquidations.
He also represents hedge funds, managers/advisers and
sophisticated fund-of-fund and pension plan investors in hedge
fund restructurings, wind-downs and complex litigation matters. In
addition, Mr. Marwil has long-term and extensive experience
representing public and private companies in restructuring complex
capital structures and reorganizing their financial affairs and
business operations.

Mr. Thomas represents lenders, debtors and borrowers in Chapter 11
bankruptcy cases and out-of-court workouts and restructurings. He
has handled workouts and bankruptcies involving both public and
private companies and represents secured lenders and syndicated
loan agents in workouts, restructurings and bankruptcies as well
as assisting bank groups in providing debtor-in-possession
financing facilities and bankruptcy exit financing. Mr. Thomas has
also represented sellers and buyers of distressed businesses and
assets in transactions both in and outside of bankruptcy.

Mr. Possinger's practice focuses on corporate reorganizations,
creditors' rights and bankruptcy matters. He primarily represents
financially troubled entities and senior, second-lien and
mezzanine lenders in and out of bankruptcy in debt restructuring
and reorganization, workouts, asset and going concern sales and
litigation. He has acted as lead counsel to Chapter 11 debtors,
official creditor and equity committees, boards of directors and
other fiduciaries, hedge funds and fund investors, lenders and
repurchase counterparties and has also represented warehouse and
repurchase lenders and subprime mortgage investors in insolvency
matters relating to the recent subprime lending and financial
market crises.

Proskauer's Bankruptcy & Restructuring Practice Group advises
clients on the full spectrum of insolvency-related matters,
playing a major role in complex, interdisciplinary cases impacting
a range of sectors from entertainment and insurance to labor and
private investment and other major institutional funds.
Opened in April 2008, the firm's Chicago office represents major
corporations, with an emphasis on insurance litigation for
policyholders and bankruptcy and restructuring matters as well as
general commercial litigation.

                       About Proskauer Rose

Proskauer Rose, founded in 1875, is an international law firm
providing a wide variety of legal services to clients worldwide
from offices in Boca Raton, Boston, Chicago, Hong Kong, London,
Los Angeles, New Orleans, New York, Newark, Paris, Sao Paulo, and
Washington, D.C. The firm has wide experience in all areas of
practice important to businesses and individuals including
corporate finance, mergers and acquisitions, general commercial
litigation, corporate governance matters, conducting internal
corporate investigations, white collar criminal defense, private
equity and fund formation, patent and intellectual property
litigation and prosecution, labor and employment law, real estate
transactions, bankruptcy and reorganizations, trusts and estates,
and taxation. Its clients span industries including chemicals,
entertainment, financial services, health care, information
technology, insurance, internet, lodging and gaming,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation. The firm can be
found online at http://www.proskauer.com.


* Failed Banks in 2009 Now Total 13
-----------------------------------
As of mid-February, nine U.S. banks have failed this year.
Twenty-five banks insured by the Federal Deposit Insurance
Corporation were closed for the entire 2008.  The banks closed
this year by regulators are:

  Bank                                            Closing Date
  ----                                            ------------
  Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
  Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
  Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
  Sherman County Bank, Loup City, NE                 02/13/09
  County Bank, Merced, CA                            02/06/09
  Alliance Bank, Culver City, CA                     02/06/09
  FirstBank Financial Services, McDonough, GA        02/06/09
  Ocala National Bank, Ocala, FL                     01/30/09
  Suburban Federal Savings Bank, Crofton, MD         01/30/09
  MagnetBank, Salt Lake City, UT                     01/30/09
  1st Centennial Bank, Redlands, CA                  01/23/09
  Bank of Clark County, Vancouver, WA                01/16/09
  National Bank of Commerce, Berkeley, IL            01/16/09

The Federal Deposit Insurance Corporation was appointed as
receiver for the closed banks.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with various
banks to assume all of the deposits of the closed banks:

                                           Buyer's    FDIC Cost
                                           Assumed    to Insurance
                                           Deposits   Fund
  Closed Bank          Buyer               (millions) (millions)
  -----------          ----                ---------- -----------
  Pinnacle Bank     Washington Trust Bank      $64.0      $12.1
  Corn Belt Bank    Carlinville Nat'l Bank    $142.4     $100.0
  Riverside Bank    TIB Bank                  $281.4     $201.5
  Sherman County    Heritage Bank              $85.1      $28.0
  County Bank       Westamerica Bank        $1,300.0     $135.0
  Alliance Bank     California Bank & Trust   $951.0     $206.0
  FirstBank         Regions Bank              $279.0     $111.0
  Ocala National    CenterState Bank          $205.2      $99.6
  Suburban Federal  Bank of Essex             $302.0     $126.0
  MagnetBank        -- None --
  1st Centennial    First California Bank     $302.1     $227.0
  Bank of Clark     Umpqua Bank               $523.6   $120-145
  Nat'l Commerce    Republic Bank of Chicago  $402.1      $97.1

County Bank, based in Merced, California, as of February 2, 2009,
County Bank had total assets of approximately $1.7 billion and
total deposits of $1.3 billion.  Westamerica Bank, based in
San Rafael, California, assumed all of the failed bank's deposits,
including those from brokers, and purchased all of County Bank's
assets.

Other buyers, however, opted to purchase only the insured deposits
of the failed banks and excluded brokered deposits and other
assets by the banks.  Alliance Bank, for example, had total assets
of approximately $1.14 billion, but California Bank & Trust agreed
to purchase approximately $1.12 billion in assets at a discount of
$9.9 million.  The FDIC retained the remaining assets for later
disposition.  Regions Bank, based in Birmingham, Alabama, agreed
to purchase about $17 million of FirstBank's assets totaling $337
million.

MagnetBank based in Salt Lake City, Utah, as of December 2, 2008,
had total assets of $292.9 million and total deposits of $282.8
million.  As of Feb. 1, after an extensive marketing process, the
FDIC was unable to find another financial institution to take over
the banking operations of MagnetBank.  MagnetBank was the first
bank in Utah to fail since Bank of Ephraim, was closed on June 25,
2004.

According to a Feb. 13 report by The New York Times, the FDIC
faces tough choices with respect to loans and property collected
as it struggles to manage $15 billion worth of loans and property
left from failed banks.  The report adds that if still-to-be-sold
assets from IndyMac Bancorp of California, whose demise last year
was the fourth-largest bank failure, are included, the number
jumps to $40 billion.

In July 2008, the federal government seized Indymac, which had
total assets of $32,010,000,000 and total deposits of
$19,060,000,000 as of March 31, 2008, after beyond normal cash
withdrawals cued a liquidity crisis at the bank.  A successor
institution, IndyMac Federal Bank, FSB, a conservatorship, was
created by the FDIC to continue to provide banking services in
communities served by the former IndyMac Bank.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html


* Destination Clubs Hit By Current Economic Turmoil
---------------------------------------------------
Destinations clubs have been hit by the current recession,
Michelle Higgins of The New York Times reports.  "Home values have
dropped, new credit has dried up and membership sales have
plummeted, leaving many of the clubs with more bills than income."

According to the report, destination clubs previously thrived due
to growing demand, and rising real estate prices gave the clubs
more equity to take on more debt.  By 2007, revenue reached $610
million and membership 5,900, according to data from Ragatz
Associates, a resort consulting firm and SherpaReport.com, which
tracks the industry.

"But when the economy fell apart, it largely took the destination
clubs' business model with it," Ms. Higgins reported.

In November 2008, Yellow Stone Mountain Club LLC filed for Chapter
11 bankruptcy in Montana, citing a cash crunch and a poor real-
estate market.  Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  It is located near Big Sky, Montana.  It was founded in
1999.

In late January, High Country Club, which was founded in 2005 and
quickly grew to about 375 members, filed for Chapter 7 bankruptcy,
listing hundreds of creditors and debt totaling about $25 million,
Ms. Higgins relates.  She adds that smaller clubs, like the 140-
member Portofino and the 150-member Lusso, with residences that
averaged more than $3.5 million, also filed for bankruptcy last
year.

Ms. Higgins added that large destination clubs like Ultimate
Escapes and Quintess sought a $22 million assessment, and charged
higher dues, to keep their businesses going.


* Consumer Confidence Nears 28-Year Low in January, says Reuters
----------------------------------------------------------------
According to the Reuters/University of Michigan Surveys of
Consumers, consumer confidence continued to hover near its half
century low, showing no signs of significant change during the
past six months.  "Nearly all consumers anticipate the deepest and
longest recession in the post-WWII era, but few consumers now
expect the economy to sink into a 1930's style depression,"
according to Richard Curtin, the Director of the Reuters/
University of Michigan Surveys of Consumers.

"A recovery in consumer spending will require fiscal stimulus that
effectively promotes job and income growth, monetary policies that
restore credit flows, and actions that reestablish economic
confidence," Mr. Curtin said.

The Index of Consumer Sentiment was 61.2 in the January 2009
survey, just above the 60.1 in December but substantially below
last January's 78.4 and the cyclical peak of 96.9 set in January
2007.  Presidential honeymoons have typically translated
optimistic expectations for policy changes into early gains in
consumer confidence, and the recent surveys indicate a small gain
since the November low of 55.3.  The Index of Consumer
Expectations, a closely watched component of the Index of Leading
Economic Indicators, was 57.8 in January, just ahead of the 54.0
in December and well below last January's 68.1 and the January
2007 cyclical peak of 87.6.

Fast spreading unemployment is the chief concern of consumers.
News of steep job losses were reported by an all-time record
number of consumers in the January survey, rising above the levels
recorded in the early 1980's when the unemployment rate was above
10%.  Consumers anticipated that the economy would remain too weak
to stem an expected rise in joblessness in the next year or so.
Overall, consumers expected the national unemployment rate to rise
to nearly 9.0% by year-end 2009.

A copy of the entire press release is available for free at:

  https://customers.reuters.com/community/university/default.aspx?

                     About Thomson Reuters

Thomson Reuters is the world's leading source of intelligent
information for businesses and professionals.  We combine industry
expertise with innovative technology to deliver critical
information to leading decision makers in the financial, legal,
tax and accounting, scientific, healthcare and media markets,
powered by the world's most trusted news organization.  With
headquarters in New York and major operations in London and
Eagan, Minnesota, Thomson Reuters employs more than 50,000 people
in 93 countries. Thomson Reuters shares are listed on the New York
Stock Exchange (NYSE: TRI); Toronto Stock Exchange (TSX: TRI);
London Stock Exchange (LSE: TRIL); and Nasdaq (NASDAQ: TRIN). For
more information, go to www.thomsonreuters.com.

                          About ISR

Established in 1948, the Institute for Social Research (ISR) is
among the world's oldest social science research organizations,
and a world leader in the development and application of social
science methodology.  The Institute conducts some of the most
widely-cited surveys in the nation, including the
Reuters/University of Michigan Surveys of Consumers, the American
National Election Studies, the Monitoring the Future Study, the
Panel Study of Income Dynamics, the Health and Retirement Study,
and the National Survey of Black Americans and the World
Values Surveys.  ISR is also home to the Inter-University
Consortium for Political and Social Research (ICPSR), the
world's largest computerized social science data archive.


* Report: Auto Industry Gave $60 Trillion Since 1900 to Economy
---------------------------------------------------------------
DBusiness magazine is sending individual copies of its March/April
2009 issue to President Obama, members of the White House staff,
every U.S. Representative and Senator, members of the newly-formed
Presidential Task Force on Autos, along with various Department
secretaries this morning, marking the beginning of the second
round of Congressional financing discussions for the American auto
industry.

Nationally renowned economist David Littmann has penned an
exclusive analysis of the U.S. auto industry's contribution to the
nation's economy from 1900 through 2008.  This special report from
Littmann, longtime chief economist of Comerica Bank, evaluates for
the first time the rise of Detroit's auto industry and quantifies
a major portion of the value it added to our nation's GDP -- $60
trillion (in today's dollars).

That number doesn't include wartime arms and defense that Detroit
and its supplier base have contributed to the nation's security,
safety, and prosperity during World War I, World War II, and every
other international conflict.

Based on the first-of-its-kind analysis, it is the opinion of
DBusiness magazine's editorial staff that the federal government
has a moral obligation to spare the Big Three automakers from
bankruptcy action.  In fact, the editorial staff believes the
federal government should nationalize one or all three of the
automakers before a bankruptcy filing is submitted.

The Big Three automakers, along with their financial arms and
suppliers, are asking for an estimated $50 billion in loans from
the federal government to survive the global economic meltdown.
But that loan amount is minuscule when compared to the
$60 trillion the U.S. auto industry has contributed to the
national economy since 1900.  In fact, $50 billion is but .083% of
$60 trillion.

In addition, the special report cites the current direct and
indirect employment of the U.S. auto industry, a number estimated
to be 16,050,000 jobs.

The March/April 2009 issue of DBusiness magazine is available on
newsstands March 3.

DBusiness is published by Hour Media, publishers of the award-
winning Hour Detroit and numerous other magazines.  To subscribe
to DBusiness, call 866-660-MAGS (6248) or visit
http://www.dbusiness.com/


* President Barack Obama Signs Stimulus Plan Into Law
-----------------------------------------------------
Laura Meckler at The Wall Street Journal reports that President
Barack Obama signed the $787 billion economic stimulus package
into law on Tuesday.

As reported by the Troubled Company Reporter on February 16, 2009,
the Congress approved the $787.2 billion stimulus package, which
is a mix of government spending and tax cuts, after
246 Democrats voted in favor of the plan, after a month of debate.
Three Senate Republicans had joined with 57 Senate Democrats in
support of the package, while 38 Republicans voted against it.
The White House estimates that the stimulus plan will create or
preserve about 3.5 million jobs.  Administration officials
admitted that they gave up some "economic punch" to get the bill
passed.  The report says that a $70 billion measure holding 26
million middle-income Americans harmless from the alternative
minimum tax was kept in at the request of Senate Republican
backers of the bill.

According to the TCR, a third of the stimulus package involves tax
cuts for business and individuals, including: a $400 payroll-tax
holiday for employees, an expanded child tax credit, and more
generous tax breaks for college expenses.   New incentives would
also be provided for those who buy automobiles and for first-time
homebuyers.  Over the next two years, billions of dollars will be
used to expand unemployment benefits, to help cash-strapped states
avoid cuts in education and health care for the poor, and for job-
creating investments in scientific research, green technologies,
and road construction, among other things.  A $250 one-time
payment would be made to millions of retirees, while employees who
have been laid off would receive new subsidies to continue their
health-care coverage.

WSJ relates that Congressional Republicans who opposed the bill
were disappointed by the final outcome.  House Minority Leader
John Boehner said in a statement, "The flawed bill the president
will sign today [February 17] is a missed opportunity, one for
which our children and grandchildren will pay a hefty price."

Sources, according to WSJ, predict that the stimulus package will
save or create about 3.5 million jobs.  WSJ reports that about
$282 billion is devoted to tax cuts, including breaks for
individuals and businesses.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 2, 2009
  ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
     Chicago Regional Conference
        Union League Club of Chicago, Chicago, Illinois
           Contact: 1-541-858-1665; http://www.airacira.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 9, 2009



                            *********

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 Alejandro B. Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***