TCR_Public/090219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 19, 2009, Vol. 13, No. 49

                            Headlines


ABITIBIBOWATER INC: Enters Into Support & Backstop Agreements
ACTIVANT SOLUTIONS: Posts $24.8MM Net Loss in Qtr. Ended Dec. 31
AIRTRAN HOLDINGS: Appoints Michael Jackson to Board of Directors
ALERIS INT'L: Credit Swaps Index Trades to Be Settled
AMERICA CAPITAL: Court Confirms First Amended Plan of Liquidation

AMERICAN AXLE: John A. Casesa Resigns from Board of Directors
AMERICAN INTERNATIONAL: Court Dismisses Shareholders' Class Suit
AMERICAN PACIFIC: S&P Gives Negative Outlook; Affirms 'B+' Rating
ARMADA SINGAPORE: Creditor Opposes Chapter 15 Petition
ASHTON WOODS: S&P Withdraws 'D' Corporate Credit Rating

ATP OIL & GAS: Bank Loan Continues to Sell at Substantial Discount
AVANTAIR INC: Reports $600,000 Loss in Quarter ended December 31
AVITAR INC: "Going Concern Doubt" Accountant Resigns
BARBECUES & MORE: To Close Last Store Due to Poor Retail Climate
BARBEQUES GALORE: Former Franchisee to Close Final Store Location

BASSETT FURNITURE: Gets Waiver From Lender on Covenant Violation
BEARINGPOINT INC: Files for Chapter 11 with Pre-Packaged Plan
BEARINGPOINT INC: Case Summary & 30 Largest Unsecured Creditors
BERNARD L. MADOFF: Meeting of Creditors to Be Held Tomorrow
BERNARD L. MADOFF: Client List Includes Defense Counsel

BERNARD L. MADOFF: Firms May Liable for Overlooking "Red Flags"
BUILDING MATERIALS: Bank Loan Sells at Substantial Discount
BULK PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
CELSIA TECHNOLOGIES: Completes Sale of $1.71-Million Debentures
CHARTER COMMUNICATIONS: Inks Terms of Ch. 11 Plan with Noteholders

CHARTER COMMUNICATIONS: Lenders Fail to Fund Affiliate's Borrowing
CHARTER COMMUNICATIONS: Expects Q4 EBITDA to Hike 9.7% to $619MM
CHESAPEAKE ENERGY: Posts $866 Million Loss in 4th Quarter
CHRYSLER LLC: Has 70% Chance of Filing Bankruptcy, Says Moody's
CIMARRON CDO: Moody's Junks Ratings on Four Classes of Notes

CLEARWATER NATURAL: Gets Green Light to Hire Parkman Whaling
CLEARWATER NATURAL: Taps Stites & Harbison as Special Counsel
CLEARWATER NATURAL: Panel Taps Blank Rome as Bankruptcy Counsel
CLEARWATER NATURAL: Panel Hires John Morgan as Conflicts Counsel
CONCORD CAMERA: Enters Into Sale Pacts With Bao on Joint Stock

CONTEC INNOVATIONS: Files for Bankruptcy; KPMG Named as Trustee
CONTECH LLC: Sec. 341 Meeting of Creditors Slated for March 9
CONTECH LLC: Seeks to Hire Carson Fischer as Local Counsel
CONTECH LLC: Seeks to Employ Huron as Financial Consultants
CONTECH LLC: Gets Permission to Engage KCC as Claims Agent

CROWN MEDIA: Dec. 31 Balance Sheet Upside Down by $67.7 Million
DANA CORP: Bank Loan Continues Slide in Secondary Market Trading
DANKA BUSINESS: Reports Increased Distribution to ADS Holders
DAYTON SUPERIOR: Extends Exchange Offer for 13% Notes Until March
DELPHI CORP: GM Buyback of Sites to Partly Fund Exit Financing

DELPHI CORP: Remains Committed to Emerging From Chapter 11
DELTEK INC: Dec. 31 Balance Sheet Upside Down by $53.8 Million
DIAMOND RANCH: Dec. 31 Balance Sheet Upside Down by $3.3 Million
DREIER LLP: Discloses $59.3MM in Assets and $42.3MM in Liabilities
DRYSHIPS INC: Moving in Right Direction, Says Lender

ECLIPSE AVIATION: Astronics Records $7.5MM Charge on Bankruptcy
FOAMEX INTL: Files for Bankruptcy After Missed Interest Payment
FOOTHILLS RESOURCES: Can Access $1.6-Mil. Loan on Interim Basis
FORD MOTOR: Bank Loan Slides in Secondary Market Trading
FORWARD FOODS: Files for Chapter 11 Due to PCA Peanut Recalls

FORWARD FOODS: Seeks Benesch Friedlander as Attorneys
FORWARD FOODS: Seeks Garden City Group as Claims Agent
FORWARD FOODS: Wants to Access $4-Million DIP Loan from Emigrant
GALE FORCE: Commences Insolvency Proceedings in Canada
GENCORP INC: Posts $5.7 Million Net Loss in Quarter Ended Nov. 30

GENERAL MOTORS: Says Chapter 11 May Result to Liquidation
GENERAL MOTORS: Bondholders Fear Restructuring Plan Insufficient
GENERAL MOTORS: Viability Plan Includes Buyback of Delphi Plants
GENERAL MOTORS: Chapter 11 Filing Probable by 70%, Says Moody's
GENERAL MOTORS: Bank Loan Slides in Secondary Market Trading

GOLDEN NUGGET: S&P Affirms Corporate Credit Rating at 'B-'
HAIGHTS CROSS: Board Approves Annual Incentive Bonus Plan
HARRAH'S ENTERTAINMENT: Borrowing Requests Cue S&P's Junk Rating
HARRAH'S OPERATING CO: S&P Junks Corp. Credit Rating
HPG INTERNATIONAL: Bid Procedures Okayed; Auction Sale on March 6

INCENTRA SOLUTIONS: U.S. Trustee Forms 5-Member Creditors Panel
INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside Down by $18.7MM
INSMED INC: Initially Completes MerckDeal, Receives $2.5 Million
INTEGRA BANK: Moody's Cuts Financial Strength Rating to 'D+'
JEFFERSON COUNTY: Seeks More Time to Negotiate With Creditors

JESUITS OF OREGON: Files for Chapter 11 Bankruptcy Protection
LANDAMERICA FINANCIAL: Seeks to Sell FNF Stock When Price Is Right
LANDRY'S RESTAURANTS: S&P Affirms Corporate Credit Rating at 'B'
LEAR CORP: Bank Loan Continues to Sell at Substantial Discount
LEHMAN BROTHERS: Gets Court Nod to Inject $272M in Woodlands

LEHMAN BROTHERS: KPMG HK to Hold Press Briefing February 24
LEHMAN BROTHERS: Former LBI Director Sues Barclays for Severance
LIBERTY MEDIA: Fitch Retains BB Negative Watch After Sirius Loan
LIBERTY MEDIA: S&P Retains Negative CreditWatch on 'BB+' Rating
LYONDELLBASELL: Misses Coupon Payments, Fitch Withdraws Ratings

FOAMEX INT'L: Case Summary & 25 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Faces March 20 Maturity of $48.5-Mil. Loan
MERGE HEALTHCARE: Posts $23.7MM Loss, Sales Slightly Drop in 2008
NAILITE INTERNATIONAL: Obtains Court OK to Borrow $1 Million
NORMAN SALTER: Case Summary & 20 Largest Unsecured Creditors

NORTEL NETWORKS: To Submit New Business Plan Within Next Few Weeks
NOVA BIOSOURCE: Receives Delisting Notice From NYSE Alternext
NOVA M RADIO: Will File for Bankruptcy Liquidation
OCEANAUT INC.: To Seek Shareholder OK to Liquidate and Dissolve
ORLEANS HOMEBUILDERS: Amends Second Amended Credit Agreement

ORLEANS HOMEBUILDERS: Posts $15.6MM Net Loss in Qtr. Ended Dec.
PARMALAT SPA: Accepts EUR24.2MM Settlement from Banco Popolare
PARMALAT SPA: Deloitte Wins Ruling on Dismissal of Fraud Suit
PATRIOT HOMES: Taps Marcus & Millichap as Real Estate Advisor
PATRIOT HOMES: Wants to Sell Personal Property at Closed Facility

PAUL REINHART: Creditors Committee Seeks to Sue Banks
PDI PRODUCTION: Says Canadian Subsidiary Is Insolvent
PEANUT CORP: Peanut Recalls Force Forward Foods to Seek Bankruptcy
PLAQUEMINES PARISH: Moody's Lifts Rating on $5.5MM Debt From Ba1
PLEASANT CARE: Workers to Get Back Health Benefits & Vacation Pay

POLAROID CORP: Files Schedules of Assets and Liabilities
POWER EFFICIENCY: Updates Stockholders Regarding Status & Strategy
PROPEX INC: Court Approves $65-Mil. Wayzata Loan on Final Basis
PROPEX INC: To Sell All Assets to Wayzata Unit for $61 Million
PUREDEPTH INC: Runs Restructuring Plan, to Affect N.Z. Operations

RACE POINT: Moody's Junks Ratings on Three Classes of Notes
RENEW ENERGY: U.S. Trustee Forms Five-Member Creditors Committee
REVLON INC: Dec. 31 Balance Sheet Upside Down by $1.1 Billion
RICHARD BOKAVICH: Voluntary Chapter 11 Case Summary
SEMGROUP ENERGY: Nasdaq to Delist Common Stock Effective Feb. 20

SEMGROUP LP: Energy Partners Gets Nasdaq Delisting Notice
SENSATA TECHNOLOGIES: S&P Junks Corp. Credit Rating; Outlook Neg.
SIRIUS XM: S&P Puts 'CCC' Corp. Rating on Positive CreditWatch
SMITHFIELD FOODS: Will Shut Down 6 Plants, Lay Off 1,800 Workers
SMURFIT-STONE: Auction to Settle Derivative Trades on Feb. 19

SPANSION INC: Grace Period Elapses; New CEO Tasked to Merge/Sell
SPANSION INC: Japan Affiliate Files Protection from Creditors
SPANSION INC: Fitch Downgrades Issuer Default Rating to 'D'
SPANSION INC: Moody's Cuts Default Rating to 'D' on Non-Payments
SPECIAL DEVICES: Reports $52MM in Assets and $109MM in Debts

ST BERNARD PARISH: Moody's Lifts Rating on $18.4MM Debt From Ba2
STANFORD INT'L BANK: SEC Charges Firm of $8 Billion Fraud
STATION CASINOS: Misses Feb. 15 Payment, Moody's Keeps Ca Rating
STATION CASINOS: Missed Interest Payment Cues S&P's 'D' Rating
TEXAS PETROCHEM: Moody's Puts "+" Outlook on Ba3 on Boost in Cash

TRUMP ENTERTAINMENT: Moody's Withdraws Ratings on Bankr. Filing
TEXAS WESLEYAN: Moody's Affirms 'Ba2' Rating on 1997A Bonds
U.S. SHIPPING: Fails to Pay $6.5 Million Interest Due Feb. 15
WALDEN RESERVE: May Conduct Auction of Cumberland County Property
WORLDSPACE INC: Court Extends DIP Maturity Date to February 27

WORLDSPACE INC: Wants Plan Filing Period Extended to April 30
YOUNG BROADCASTING: Has Until March 20 to File Schedules
YOUNG BROADCASTING: Moody's Affirms Ca Corp. Rating on Bankruptcy
YOUNG BROADCASTING: Chapter 11 Filing Cues S&P's Rating Cut to D
YRC WORLDWIDE: Completes Sale and Financing Leaseback Transaction

YRC WORLDWIDE: Finalizes Loan Terms Amendment
YRC WORLDWIDE: S&P Changes Outlook on 'CCC' Rating to Positive

* Canada Incurs Record $14BB Auto Trade Deficit in 2008
* Moody's Says Stimulus Helps Big Banks, Unclear for Small Lenders
* Private Equity-Owned Firms Better Managed than Others, WEF Says

* GE Allocates $2 Billion for Bankruptcy Loans in 2009
* Wilbur L. Ross Interested in Banking, Troubled Industries

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


                            *********

ABITIBIBOWATER INC: Enters Into Support & Backstop Agreements
-------------------------------------------------------------
The Troubled Company Reporter previously reported that on
February 9, 2009, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater Inc., commenced:

   (i) private exchange offers with respect to six series of
       outstanding debt securities issued by either Bowater
       Incorporated, a wholly owned subsidiary of the Company, or
       Bowater Canada Finance Corporation, a wholly owned
       subsidiary of Bowater,

  (ii) a consent solicitation to effect certain amendments to the
       indentures governing the Bowater Notes, and

(iii) a concurrent private offering of new 15.5% First Lien
       Notes due November 15, 2011 to holders of Bowater Notes
       who tender notes in the exchange offers.

In connection with the Exchange Offers, on February 8, the Company
and Bowater entered into:

   (i) exchange and support agreements, and

  (ii) backstop commitment agreements with holders of
       approximately $578 million in aggregate principal amount
       of the Bowater Notes, which represents approximately 32.0%
       of the outstanding Bowater Notes.

The Initial Backstop Group holds Bowater Notes representing 51.2%
of the Bowater Notes that are required to achieve the minimum
tender condition in the Exchange Offers.   Pursuant to the Support
Agreements, the Initial Backstop Group has agreed, among other
things, to tender such amount of Bowater Notes in the Exchange
Offers.  Pursuant to the Backstop Agreements, in the event BowFin
does not receive subscriptions equal to $211.2 million in the
Concurrent Notes Offering, the Initial Backstop Group will
subscribe for additional First Lien Notes, up to approximately
$144.6 million in additional subscriptions.  Prior to the
expiration of the Exchange Offers, BowFin intends to enter into
Support Agreements and Backstop Agreements with other holders of
Bowater Notes for up to an additional approximately $66.6 million
in backstop commitments.

In exchange for their backstop commitments, Backstoppers will
receive:

   (i) a cash fee equal to 5% of such Backstopper's commitment
       amount, which amount is payable whether or not the
       Exchange Offers are successfully completed;

  (ii) a fee equal to 2.5% of such Backstopper's commitment
       amount which shall be paid in First Lien Notes upon the
       closing of the Exchange Offers; and

(iii) the right to exchange a portion of any 10.5% Third Lien
       Notes due March 31, 2012, they receive in the Exchange
       Offers for 10.0% Second Lien Notes due January 31, 2012.

In addition, in the event the Backstoppers are called upon to
fulfill some portion of their backstop commitment, they will be
entitled to receive:

   (i) an additional $50 principal amount of First Lien Notes per
       $1,000 principal amount of such Backstopper's
       subscriptions for First Lien Notes accepted in the
       Concurrent Notes Offering, and

  (ii) their pro rata share -- allocated based on each
       Backstopper's commitment amounts -- of a pool of Second
       Lien Notes, with the aggregate amount of such pool based
       on tenders in the Exchange Offers that do not elect to
       participate in the Concurrent Notes Offering.

Pursuant to the terms of the Backstop Agreements, BowFin may not,
except in limited circumstances, waive the minimum tender
condition with respect to the Exchange Offers without the consent
of members of the Initial Backstop Group holding a majority of the
aggregate principal amount of Bowater Notes held by the Initial
Backstop Group.

The obligations of the Backstoppers to purchase First Lien Notes
pursuant to the Backstop Agreements are subject to a number of
conditions, including, among other things:

   (i) delivery of certain agreements relating to the new notes
       to be issued in the Exchange Offers and Concurrent Notes
       Offering,

  (ii) delivery of certificates of officers with respect to
       certain representations made to the Backstoppers,

(iii) delivery of the proposed amendments to Bowater's U.S. and
       Canadian Bank Credit Facilities, and

  (iv) the absence of certain of events occurring prior to
       closing of the Exchange Offers.

In addition, the Backstop Agreements may be terminated as a result
of, among other things, the failure of the Company and Bowater to
enter into additional Backstop Agreements with respect to an
additional $66.5 million in Commitment Amounts, the termination of
the Additional Financing Transaction, or a material adverse effect
on the business, assets, financial conditions, liabilities or
results of operations of Bowater, Bowater Newsprint South LLC and
their U.S. majority owned subsidiaries.  In any event the Support
Agreements and Backstop Agreements will terminate on March 31,
2009.

                     Note Purchase Agreement

In addition to the Exchange Offers, on February 8, the Company,
Bowater and BowFin entered into a note purchase agreement with
Fairfax Financial Holdings Limited whereby Fairfax has agreed to
purchase, on a private placement basis, $80 million principal
amount of First Lien Notes for a purchase price of $80 million.
The Additional Financing Transaction is a separate private
placement of First Lien Notes to Fairfax in addition to the
Concurrent Notes Offering, and is being made contemporaneously
with and contingent upon the Exchange Offers and the Concurrent
Notes Offering.  Pursuant to the Note Purchase Agreement, Fairfax
will also receive:

   (i) a cash fee equal to 2.5% of the aggregate subscription
       amount under the Note Purchase Agreement,

  (ii) a 5% subscription fee payable in additional principal
       amount of First Lien Notes -- which subscription fee is
       also being paid to the participants in the Concurrent
       Notes Offering,

(iii) a 2.5% fee payable in principal amount of Second Lien
       Notes based on a portion, if any, of the Bowater Notes
       Fairfax tenders in the Exchange Offers, and

  (iv) similar to the Backstoppers, the right to exchange a
       portion of any Third Lien Notes they would be entitled to
       receive in the Exchange Offers for Second Lien Notes.

Pursuant to the terms of the Note Purchase Agreement, BowFin may
not, except in limited circumstances, waive the minimum tender
condition with respect to the Exchange Offers without the consent
of Fairfax.

The Note Purchase Agreement includes customary representations and
warranties of the parties thereto.  Fairfax's obligations under
the Note Purchase Agreement are subject to satisfaction of
conditions substantially similar to those in the Backstop
Agreements and may be terminated in circumstances substantially
similar to those pursuant to which the Backstop Agreements may be
terminated.

Consummation of each of the Exchange Offers and the Concurrent
Notes Offering is conditioned upon the consummation of the
Additional Financing Transaction and, likewise, consummation of
the Additional Financing Transaction is contingent on the
consummation of both of those transactions.

                     About AbitibiBowater Inc.

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

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

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

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


ACTIVANT SOLUTIONS: Posts $24.8MM Net Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
Activant Solutions Inc. posted a $24.8 million net loss for the
three months ended December 31, 2008, on revenues of
$96.2 million.

Total revenues for the three months ended December 31, 2008,
decreased by $12.6 million, or 11.6%, compared to the three months
ended December 31, 2007.  The decrease in revenues over the
comparable period a year ago is primarily a result of an overall
decrease in systems sales as well as a decrease in services
revenues in Automotive, partially offset by an increase in
services revenues in Wholesale Distribution.

Total operating expenses increased by $22.4 million, or 49.9%, for
the three months ended December 31, 2008, compared to the three
months ended December 31, 2007.  The increase was driven primarily
by the impairment of goodwill as well as increases in amortization
and restructuring costs offset by reductions in labor related
expenses, bad debt, and outside services.

Interest expense for the three months ended December 31, 2008, was
$13.0 million compared with $13.7 million for the three months
ended December 31, 2007.  The decrease in interest expense was
primarily a result of the reduction in the Company's outstanding
debt as a result of principal payments made in the past six months
totaling approximately $18.5 million as well as a lower interest
rates in the three months ended December 31, 2008, compared to the
same period in 2007.

Other income (expense), net primarily consists of interest income,
foreign currency gains or losses and gains or losses on marketable
securities.  Other income (expense), net for the three months
ended December 31, 2008, was a loss of $0.3 million compared to
income of $0.6 million for the three months ended December 31,
2007.

Activant recognized income tax expense of $0.2 million, or 1.0% of
pre-tax loss, for the three months ended December 31, 2008,
compared to an income tax expense of $0.5 million, or 46.3% of
pre-tax income, in the comparable period in 2007.  The decrease in
income tax expense is due to lower pre-tax income -- after giving
effect to the non-deductible goodwill impairment charge -- during
the three months ended December 31, 2008.  The Company's effective
tax rate for the three months ended December 31, 2008, differed
from the statutory rate primarily due to the non-deductible
goodwill impairment charge and to state taxes, net of U.S. income
tax benefit.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1 billion, total liabilities of $772.8 million and
total stockholders' equity of close to $229.2 million.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?399b

Headquartered in Livermore, California, Activant Solutions Inc. --
http://www.activant.com/-- is a technology provider of vertical
business management solutions serving small and medium-sized
retail and wholesale distribution businesses.  The company serves
three primary vertical markets: automotive aftermarket; hardlines
and lumber; and wholesale distribution.

Founded in 1972, Activant provides customers with industry
tailored proprietary software, professional services, content,
supply chain connectivity, and analytics.  Activant has operations
in California, Colorado, Connecticut, Illinois, New Jersey,
Pennsylvania, South Carolina, Texas, Utah, Canada, Ireland, and
the United Kingdom.

                          *     *     *

Activant Solutions Inc. senior subordinated notes continue to
carry Moody's Investors Service's Caa1 rating which was placed in
April 2006.


AIRTRAN HOLDINGS: Appoints Michael Jackson to Board of Directors
----------------------------------------------------------------
AirTran Holdings, Inc., disclosed that Michael P. Jackson has been
elected to the Company's board of directors.  His term commences
immediately.

Mr. Jackson will fill the vacancy created when William J. Usery,
Jr. retired from the board effective as of the 2008 Annual
Meeting.

In connection with Mr. Jackson's election as a director, he
received a cash payment of $6,750 representing the pro rata
portion of cash payments ordinarily made to directors in
accordance with the board's usual policies, and was granted 2,900
shares of restricted stock vesting in thirds on May 20, 2009, 2010
and 2011, representing the pro rata portion of restricted stock
grants ordinarily made in accordance with the Company's annual
stock grant policy for all directors.

"[Mr. Jackson's] extensive background in the aviation industry
will serve our board and shareholders well," said Bob Fornaro,
chairman, president and chief executive officer for AirTran
Airways.  "We welcome him to AirTran and have confidence that he
will be an asset in helping us uphold our commitment to provide
outstanding service and shareholder value."

Mr. Jackson is president and founder of Firebreak Partners, LLC,
which finances and deploys high-value security technologies to
protect critical infrastructure.  Prior to his current position,
Jackson was the Deputy Secretary of the U.S. Department of
Homeland Security, a role in which he served as the chief
operating officer responsible for day-to-day operations of a
department with an employee base of 210,000 and a budget of
$48.5 billion.  In addition, Mr. Jackson served as Deputy
Secretary of the U.S. Department of Transportation from May 2001
to August 2003 where he particularly focused on DOT's response to
the 9/11 terrorist attacks.  Prior to joining DOT in 2001, he
worked as chief operating officer at Lockheed Martin IMS's
Transportation Systems and Services.

During his distinguished career, Mr. Jackson has held positions
for three U.S. Presidents and has coordinated substantial policy,
delivered frequent Congressional testimony and interfaced with
U.S. and foreign government officials.  He has served on the board
of directors for Amtrak.

A native of Houston, Texas, Mr. Jackson has a B.A. from University
of Houston and a Ph.D. with distinction from the Government
Department at Georgetown University.  He resides in northern
Virginia with his wife, Caron, and their daughter.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

                          *     *     *

The Troubled Company Reporter said on Aug. 29, 2008, that Standard
& Poor's Ratings Services has lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they had been placed with negative
implications on May 22, 2008.  The outlook is stable.


ALERIS INT'L: Credit Swaps Index Trades to Be Settled
-----------------------------------------------------
Markit said February 17 that in response to Aleris International,
Inc.'s bankruptcy filing, Markit LCDX index dealers have voted to
run a Credit Event Auction to facilitate settlement of loan-only
credit default swap (LCDS) trades referencing the company, which
is a constituent of series 8, 9, and 10 of the Markit LCDX index.

The auction terms, including the auction date, will be determined
by Markit LCDX dealers according to LCDS Auction Rules published
on the International Swaps and Derivatives Association (ISDA)
website. Markit and Creditex are the official administrators of
Credit Event Auctions.  The auction date and an auction timeline
will be posted on http://www.creditfixings.com/

The Credit Event Auction process was launched in 2005 by Markit
and Creditex in collaboration with ISDA and major credit
derivative dealers. Since then, Markit and Creditex have conducted
39 Credit Event Auctions and the process has become an integral
part of CDS market infrastructure.

Markit is a financial information services company with more than
1,100 employees in Europe, North America and Asia-Pacific.  Over
1,500 financial institutions use its independent services to
manage risk, improve operational efficiency and meet regulatory
requirement.

                 About Aleris International

Aleris International, Inc. produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

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


AMERICA CAPITAL: Court Confirms First Amended Plan of Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed on Feb. 5, 2009, America Capital Corporation's First
Amended Plan of Liquidation under Chapter 11 of the Bankruptcy
Code dated Nov. 18, 2008.  The plan was confirmed pursuant to the
"cramdown" provisions under Sec. 1199(a)(10) and (b) of the
Bankruptcy Code.  Holders of Allowed Unsecured Claims under Class
4, which is impaired, voted to accept the plan, which was
determined without including any acceptance of the plan by any
insider.

The Court also approved the appointment of Jeffrey H. Beck as the
Liquidation Agent on the Plan's effective date.

On the Plan's Effective Date, any and all property of the estate,
including pursuant to Section 541 of the Bankruptcy Code and the
Litigation Claims, including all recoveries, proceeds and products
therefrom, shall be transferred to and vested in the Liquidating
Debtor's Estate.

As reported in the Troubled Company Reporter on Dec. 18, 2009, the
Court approved the adequacy of America Capital Corp.'s disclosure
statement which was filed in support of its First Amended Plan of
Liquidation.

As reported in the Troubled Company Reporter on Dec. 2, 2008,
the Plan will be funded entirely by the TFC distribution and
recoveries, if any, in respect to certain litigation claims
against third parties.

A full-text copy of America Capital Corp.'s First Amended Plan of
Liquidation is available for free at:

             http://researcharchives.com/t/s?357e

A full-text copy of the First Amended Disclosure Statement for
America Capital Corp.'s First Amended Plan of Liquidation is
available for free at:

             http://researcharchives.com/t/s?357f

                 About America Capital Corp.

Based in Miami, Florida, America Capital Corp. holds a 65.19%
interest in TransCapital Financial Corporation.  TransCapital
Financial is a holding and management company that conducted
substantially all of its operations through its wholly owned
subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

America Capital filed for Chapter 11 relief on June 19, 2006
(Bankr. S.D. Fla. Case No. 06-12645).  Cynthia C. Jackson, Esq.,
at Smith Hulsey & Busey, Jeffrey I. Snyder, Esq., Mindy A. Mora,
Esq., and Nicole Testa Mehdipour, Esq., at Bilzin Sumberg,
represents the Debtor as counsel.

When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for Chapter 11
relief on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).
Its Chapter 11 Plan was confirmed on Sept. 23, 2008.


AMERICAN AXLE: John A. Casesa Resigns from Board of Directors
-------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., disclosed in a
regulatory filing that John A. Casesa resigned from the board of
directors effective immediately.

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

                          *     *     *

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

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


AMERICAN INTERNATIONAL: Court Dismisses Shareholders' Class Suit
----------------------------------------------------------------
On November 4, 2008, a purported class action captioned Wilma
Walker v. American International Group, Inc., CA No. 4142-CC was
filed in the Court of Chancery of the State of Delaware.
Plaintiffs in the Action alleged violations of Delaware General
Corporation Law Section 242(b)(2) and breaches of fiduciary duty
in connection with the Series C Preferred Stock to be issued by
American International Group, Inc., to a trust created for the
benefit of the United States Treasury, pursuant to a credit
agreement with the Federal Reserve Bank of New York entered into
on September 22, 2008.

On February 5, 2009, the Court approved a Stipulation and Order of
Dismissal entered into by the parties in connection with the
Action.  The Stipulation and Order of Dismissal requires that
notice of such should be given to shareholders of AIG.

A full-text copy of the Stipulation and Order of Dismissal is
available for free at: http://researcharchives.com/t/s?39a5

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

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

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

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

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

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

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


AMERICAN PACIFIC: S&P Gives Negative Outlook; Affirms 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
American Pacific Corp. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on
American Pacific and affirmed its 'B+' rating on the company's
existing senior unsecured notes due 2015.

"The outlook revision reflects our expectation of weaker 2009
operating results caused by declines in revenue and margins
related to its fine chemicals segment," said Standard & Poor's
credit analyst Henry Fukuchi.  "We expect the volume loss from its
anti-viral product within this segment will be partially mitigated
by top line growth from existing and new products.  The outlook
revision also reflects the concern of a weaker financial profile
if American Pacific continues to execute its acquisition strategy
in the midst of an expected weak fiscal year."

The rating on Las Vegas-based American Pacific Corp. reflects the
company's business position as a niche provider of ammonium
perchlorate and active pharmaceutical ingredients.  The rating
also reflects a narrow customer and product base, demand that is
somewhat dependent on governmental appropriations in the AP
business and on the continued success of a few key drugs in the
active pharmaceutical ingredients business, and a leveraged
financial profile.

The outlook is negative.  The ratings could be lowered if
operating profitability deteriorates further because of weaker
volumes and results in an funds from operations to total adjusted
debt ratio below 20%.  The ratings could also be lowered if
management engages in an aggressive repurchase of stock, or an
acquisition that would materially stretch the financial profile or
diminish liquidity.  The current ratings could be supported if
AMPAC maintains a funds from operations to total adjusted debt
ratio at approx. the 20% level through a business cycle.


ARMADA SINGAPORE: Creditor Opposes Chapter 15 Petition
------------------------------------------------------
Armada (Singapore) Pte, received an objection to its Chapter 15
petition from Transfield ER Capt Ltd.

According to Bloomberg's Bill Rochelle, Transfield, which has
claims of $209 million, questioned whether Armada's corporate
nerve center is located in Singapore.  If it isn't, the bankruptcy
proceedings in Singapore wouldn't be the "foreign main
proceeding," and the broadest form of Chapter 15 relief
wouldn't be allowed, Transfield said, according to the report.

Transfield, according to Mr. Rochelle, also contends there are
procedural defects in how Armada is moving ahead with the Chapter
15 papers.

The Troubled Company Reporter, citing Bloomberg News, reported on
January 19 that Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York granted interim approval to
Armada's petition for protection from creditors under Chapter 15.

Approval of the Chapter 15 petition would allow Armada to
reorganize in Singapore and protects it from U.S. lawsuits.

Armada announced January 6 that it has been granted leave to
convene a creditors' meeting to vote on a proposed Scheme of
Arrangement pursuant to Section 210 of the Companies Act of the
Republic of Singapore that will protect its assets and maximize
funds available to creditors as it restructures its business
operations.

                      About Armada Singapore

Armada (Singapore) Pte. Ltd. -- http://www.armadagroup.com/-- is
a privately owned holding company incorporated and based in
Singapore.  It is one of the world's leading dry bulk shipping
companies.  It provides ocean transportation services to a variety
of major raw material and commodity shippers and consumers located
throughout the globe.

Armada filed for bankruptcy protection under Chapter 15 of the
U.S. Bankruptcy Code on January 7, 2009, to seek recognition of
its bankruptcy proceedings in Singapore and imposition of the
automatic stay to protect its assets while it restructures (Bankr.
S.D. N.Y. Case No. 09-10105).  The petitioner's counsel is Barbra
R. Parlin, Esq., at Holland & Knight, LLP, in New York.  In its
bankruptcy petition, Armada estimated assets and debts of US$100
million to US$500 million.


ASHTON WOODS: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit ratings assigned to Ashton Woods USA LLC and its
subsidiary, Ashton Woods Finance Co.  S&P also withdrew its 'D'
issue-level rating and S&P's '6' recovery rating on the company's
senior subordinated notes due 2015.

S&P is withdrawing its ratings following the Feb. 13, 2009,
completion of a transaction that resulted in the exchange of
substantially all of the company's previously public $125 million
9.5% senior subordinated notes due 2015 for new unrated privately
placed subordinated notes (up to $65 million at 11% due 2015) and
equity in the company (roughly 20%).  The new notes will not
bear interest during the first three years.  On the third
anniversary of the issue date, interest will be paid in cash if
fixed-charge coverage exceeds 1.75x.  If FCC does not exceed
1.75x, interest may be paid, at the company's option, by the
issuance of additional new notes.

Atlanta, Georgia-based Ashton Woods is a comparatively small,
privately held homebuilder that is structured as a limited
liability company.  The company is owned by Toronto, Ontario-based
Great Gulf Group of Cos., which is also a private entity.  Ashton
Woods currently operates active communities in Atlanta, Georgia,
Dallas and Houston, Texas, Orlando and Tampa, Florida, and
Phoenix, Arizona.  Ashton Woods builds single-family homes,
townhouses, and condominiums, primarily for first-time, first-time
move-up, and second-time move-up buyers.

                         Ratings Withdrawn

                       Ashton Woods USA LLC

                                 Rating
                                 ------
                               To        From
                               --        ----
        Corporate credit       NR        D/--/--
        Senior subordinated    NR        D (Recov. rtg: 6)

                     Ashton Woods Finance Co.

                               To        From
                               --        ----
        Corporate credit       NR        D/--/--


ATP OIL & GAS: Bank Loan Continues to Sell at Substantial Discount
------------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 52.50 cents-
on-the-dollar during the week ended February 13, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 3.07 percentage points
from the previous week, the Journal relates.  ATP Oil & Gas pays
interest at 475 points above LIBOR.  The bank loan matures on
December 30, 2013.  The bank loan is unrated.

As reported by the Troubled Company Reporter on January 7, 2009,
the bank loan traded in the secondary market at 56.25 cents-on-
the-dollar during the week ended January 2, 2009, representing a
drop of 2.08 percentage points from the previous week.

ATP Oil & Gas Corp. is an international offshore oil and gas
development and production company with operations in the Gulf of
Mexico and the North Sea.  The company trades publicly as "ATPG"
on the NASDAQ Global Select Market.  On the Net:
http://www.atpog.com/


AVANTAIR INC: Reports $600,000 Loss in Quarter ended December 31
----------------------------------------------------------------
Avantair, Inc. reported financial results for its fiscal second
quarter ended Dec. 31, 2008.

Second Quarter Fiscal 2009 and Recent Highlights:

   -- Total record revenues of $35.4 million, up 23.7% year-over-
      year;

   -- Loss from operations of $0.6 million, down 86.9% year-over-
      year;

   -- EBITDA (profitable results from operations before
      depreciation and amortization) of $690,360, up 118.1% year-
      over-year;

   -- Charter card sales up 96% quarter-over-quarter, to 53 from
      27;

   -- Reported delivery of 50th Piaggio Avanti;

   -- Disclosed new hybrid flight program - 'Axis Club' - designed
      to bridge the gap between the financial commitment of a
      fractional share and charter cards.

"We are pleased to report an excellent second quarter with record
high revenues of $35.4 million, a significant decrease in our loss
from operations and our first quarter of positive EBITDA of
$690,360," stated Steven Santo, chief executive officer of
Avantair.  "These results demonstrate the leverage in our business
model, and were driven by the consistent growth in our sales
pipeline, recent fleet utilization improvements and a disciplined
focus on reducing costs.  Furthermore, the current market
environment serves to highlight our position as the lowest-cost
and most fuel-efficient provider in the Light Jet market,
attracting an increasing number of customers from competing
fractional programs, as they continue to seek a more affordable
alternative."

"Charter card sales also reached a record high, increasing 96%
quarter-over-quarter, which is a testament to our continued
ability to attract those customers focused on affordability,
comfort and safety,' Mr. Santo continued.  "As a result, the
majority of cards sold were to customers choosing Avantair over
more expensive, competing fractional programs.  Historically, we
have been able to convert approximately 20% of our cardholders to
fractional shareowners.  We are very excited about our recently
launched Axis Club program, which affords customers the
opportunity to enjoy the benefits of private ownership while
reducing the initial outlay of funds required when purchasing a
fractional share.  We believe its hybrid and low-cost approach to
private travel will enable us to build our sales pipeline and
capture a greater percentage of the more than 3,000 light jet
fractional owners in the market."

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The Company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.
It also recently announced an order of 20 Embraer Phenom 100s.
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.

At Sept. 30, 2008, the Company's balance sheet showed total assets
of $187,529,411 and total liabilities of $222,897,177, resulting
in a stockholders' deficit of $35,367,766.

For three months ended Sept. 30, 2008, the Company posted a net
loss of $3,335,733 compared with a net loss of $4,792,698 for the
same period in the previous year.

At Sept. 30, 2008, and June 30, 2008, Avantair had a working
capital deficit of approximately $29 million and $30.2 million and
an accumulated deficit of about $80 million and $77 million.  As
of Sept. 30, 2008, cash and cash equivalents amounted to
approximately $8.2 million.


AVITAR INC: "Going Concern Doubt" Accountant Resigns
----------------------------------------------------
Cory Gelmon, chief executive officer and director of Avitar Inc.,
disclosed in a regulatory filing dated February 11, 2009, that BDO
Seidman, LLP, the independent accountant who was engaged as the
principal accountant to audit its financial statements, resigned
effective October 14, 2008.

BDO Seidman's audit report included in the Company's consolidated
financial statements for the years ended September 30, 2007, and
2006, was modified to include an explanatory paragraph regarding
recurring losses and working capital and stockholder deficits that
raised substantial doubt as to the Company's ability to continue
as a going concern.  The audit report contains no other adverse
opinion, disclaimer of opinion or modification as to uncertainty,
audit scope or accounting principles.

During the fiscal years ended September 30, 2007 and 2006, and any
subsequent interim period preceding the resignation of BDO
Seidman, there were no disagreements with BDO Seidman on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which disagreements,
if not resolved to the satisfaction of BDO Seidman, would have
caused it to make reference to the subject matter of the
disagreement in connection with its report.

                        About Avitar Inc.

Avitar Inc. (OTC BB: AVRN.OB)-- http://www.avitarinc.com/--
develops, manufactures and markets proprietary products in the
oral fluid diagnostic market, disease and clinical testing market,
and customized polyurethane applications used in the wound
dressing industry.

                          *     *     *

BDO Seidman LLP, in Boston, expressed substantial doubt about
Avitar Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations and has
working capital and stockholder deficits as of Sept. 30, 2007.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Avitar Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,452,056 in total assets, $9,335,504 in total liabilities, and
$3,215,490 in convertible preferred stock and redeemable
convertible preferred stock, resulting in an $11,098,938 total
stockholders' deficit.


BARBECUES & MORE: To Close Last Store Due to Poor Retail Climate
----------------------------------------------------------------
Barbecues & More will close its last Orange County store in Costa
Mesa.  The Company made the announcement on Feb. 6 and said the
8,000-square-foot Costa Mesa store -- which opened about 22 years
ago -- is set to close within the next two weeks.

"We are closing our final store due to the tough retail climate
where consumers are extremely concerned about the economy and are
holding onto their money," said Brett Maister, CEO of the Maister
Group of Companies dba Barbecues & More.

The merchandise at this store is currently marked off 40% and
more.

Barbecues & More was previously a franchised business of Barbeques
Galore, which filed for bankruptcy protection in August 2008. In
September, Barbeques Galore said in a statement that it sold
substantially all of its assets to a newly formed entity owned by
Grand Hall Enterprise Co., Ltd., the largest barbeque grills
manufacturer in Taiwan. The purchase price was $15 million.
Through the sale, Barbecues & More was separated from Barbeques
Galore.

                     About Barbecues & More

Headquartered in Santa Ana, Calif. in a 15,000 foot warehouse and
established in 1987 Barbecues & More, formerly Barbeques Galore
Orange County, pioneered the Gourmet Backyard Chef and carried
name brands such as Viking(R), Weber(R), Twin Eagles(R), Lynx(R),
Fire Magic(R), Infinity Outdoor(R), U-line(R), Danby(R), American
Gas Logs, Charbroil(R), Beef-Eater(R) from Australia and Blue
Rhino(R) to name a few.  For more information, call Brett Maister
at 1-800-551-3835 or e-mail bmaister@ocbbq.com.


BARBEQUES GALORE: Former Franchisee to Close Final Store Location
-----------------------------------------------------------------
Barbecues & More will close its last Orange County store in Costa
Mesa.  The Company made the announcement on Feb. 6 and said the
8,000-square-foot Costa Mesa store -- which opened about 22 years
ago -- is set to close within the next two weeks.

"We are closing our final store due to the tough retail climate
where consumers are extremely concerned about the economy and are
holding onto their money," said Brett Maister, CEO of the Maister
Group of Companies dba Barbecues & More.

The merchandise at this store is currently marked off 40% and
more.

Barbecues & More was previously a franchised business of Barbeques
Galore, which filed for bankruptcy protection in August 2008. In
September, Barbeques Galore said in a statement that it sold
substantially all of its assets to a newly formed entity owned by
Grand Hall Enterprise Co., Ltd., the largest barbeque grills
manufacturer in Taiwan. The purchase price was $15 million.
Through the sale, Barbecues & More was separated from Barbeques
Galore.

                     About Barbecues & More

Headquartered in Santa Ana, Calif. in a 15,000 foot warehouse and
established in 1987 Barbecues & More, formerly Barbeques Galore
Orange County, pioneered the Gourmet Backyard Chef and carried
name brands such as Viking(R), Weber(R), Twin Eagles(R), Lynx(R),
Fire Magic(R), Infinity Outdoor(R), U-line(R), Danby(R), American
Gas Logs, Charbroil(R), Beef-Eater(R) from Australia and Blue
Rhino(R) to name a few.  For more information, call Brett Maister
at 1-800-551-3835 or e-mail bmaister@ocbbq.com.


BASSETT FURNITURE: Gets Waiver From Lender on Covenant Violation
----------------------------------------------------------------
Bassett Furniture Industries Inc. said it has received a waiver of
a covenant violation from its bank lender and a reduction of the
net worth covenant requirements for fiscal 2009 and 2010.

According to the Company, due to the charges recorded in the
fourth quarter of 2008, its net worth decreased below the levels
specified in the revolving credit facility.

The Company said the other relevant terms in the facility
including the interest rate were not significantly amended.

The Company currently has $19.0 million outstanding on its
revolving credit facility with $10.5 million of availability.  The
Company amended its facility in August 2008 by extending the
maturity date an additional two years and amending certain
covenants.  The credit facility, as amended, provides for
borrowings of up to $45.0 million at a variable interest rate of
LIBOR plus 1.75% (3.66% on November 29, 2008).  The facility is
secured by a pledge of certain of the Company's marketable
securities and substantially all of the Company's receivables and
inventories.  To the extent the value of the marketable securities
falls below $16.0 million, the Borrowing Base is decreased by 125%
of the difference between $16.0 million and the actual value of
those securities.  This facility contains, among other provisions,
certain defined financial requirements including a maximum ratio
of debt to equity and a minimum level of net worth.

Bassett Furniture recently disclosed results of operations for its
fiscal year and quarter ended November 29, 2008.  Sales for the
fourth quarter of 2008 were $61.7 million, down 18.9% from the
$76.0 million for the fourth quarter of 2007.  This shortfall is
primarily due to continued soft furniture retail conditions fueled
by the significant economic turmoil during the fourth quarter of
2008 that affected the financial markets, consumer confidence and
spending on big-ticket items such as furniture.

Gross margins in the fourth quarter of 2008 were 40.0% as compared
to 38.8% for 2007.  This increase is due to improved margins in
both the wholesale and retail segments.  Selling, general and
administrative expenses decreased $0.6 million for the fourth
quarter of 2008 as compared to the fourth quarter of 2007
primarily due to decreased spending in the Company's wholesale and
retail segments offset by a $4.1 million increase in bad debt
expense.  Bad debt expense increased due to store closings (both
planned and completed) and the prolonged weak retail environment
that is affecting certain licensees within the Company's retail
network.

The Company recorded a significant non-cash charge of
$23.4 million to write-off substantially all of the deferred tax
assets previously recorded.  The Company reported a net loss of
$37.8 million for the quarter ended November 29, 2008, as compared
to a net loss of $4.0 million, for the quarter ended November 24,
2007.

Robert H. Spilman, Jr., president and chief executive officer,
said, "The Company incurred non cash charges totaling
$30.3 million comprised of write-offs of deferred income tax
assets, a goodwill write-off, and the impairment of its marketable
securities portfolio.  Furthermore, the Company recorded $6.6
million of bad debt reserves during the quarter.  These charges
were partially offset by $2.1 million of proceeds from the CDSOA.

"We are in an extremely volatile and difficult environment and are
focusing its efforts squarely on the generation and preservation
of cash.  At year end, the Company had reduced inventories by 13%,
a $6.7 million reduction.  Company wide headcount had dropped 7%
despite the acquisition of four licensed stores during the course
of the year.  The Company is continuing to assess its overall cost
structure and inventory levels and are presently implementing
plans to reduce both.  Accordingly, the Company has recently
suspended its employee 401k match and its quarterly dividend to
shareholders.

"We continue to work with our Bassett Home Furnishings licensed
store network to help the Company's dealers weather this
unprecedented storm.  The Company is focused on helping its
dealers streamline their cash flow and to implement more
aggressive product promotions in an attempt to stimulate consumer
interest. Six underperforming licensee stores were closed and two
were acquired during the quarter.  In addition to these efforts,
the Company is planning to close another 8-10 licensed stores in
2009 and could acquire additional licensee stores.  At year end,
the network was comprised of 84 licensed and 31 corporate stores.

The Company used $19.0 million of cash in operating activities
during the year ended November 29, 2008 primarily to fund retail
operating losses, slower collections on accounts receivable and a
decrease in accounts payable.  This use of cash was due to both
the continued difficult environment at retail as well as payments
to fund the inventory build at the end of 2007 and the beginning
of 2008 for the January 2008 new product rollout.  Although the
Company plans additional product introductions in 2009, they will
not be as extensive as the rollout in early 2008.  The Company
expects overall inventory levels to decrease during 2009,
generating additional positive cash flow.  The Company also funded
$18.7 million in dividends, including an $8.7 million special
dividend in August, and repurchased $4.3 million of common stock
under a previously announced share repurchase plan.  These cash
requirements were primarily funded through
$29.6 million of net investment sales, $6.1 million in dividends
from an affiliate and $9.0 million in additional borrowings on the
revolving credit facility.

Subsequent to year end, the Company announced that the Board of
Directors did not declare a regular quarterly dividend to be paid
in the second quarter of 2009, conserving approximately
$1.1 million of cash.  This follows the announcement in October of
2008 where the Board decided to suspend making any decision with
respect to the $0.50 per share second special dividend that it
previously said it intended to make during 2008.  Also subsequent
to year end, the Company received $10.6 million or 80% of its net
asset value of the investment in Styx Partners, L.P.  The Company
expects to receive the remaining portion by the end of 2009.

                       About Bassett Furniture

Bassett Furniture Industries, Inc. (BSET) manufactures and markets
high quality, mid-priced home furnishings.  With approximately 115
Bassett stores, Bassett has leveraged its strong brand name in
furniture into a network of corporate and licensed stores that
focus on providing consumers with a friendly environment for
buying furniture and accessories.


BEARINGPOINT INC: Files for Chapter 11 with Pre-Packaged Plan
-------------------------------------------------------------
BearingPoint, Inc. said it has achieved a financial restructuring
agreement with its senior secured lenders that will significantly
reduce its debt and improve its capital structure. To facilitate
this process, the Company filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the Southern
District of New York.  The Company's operations based outside the
United States are not included in the filing and will not be
affected.

The Company plans to continue its operations in the normal course
through the financial restructuring process. In addition, the
Company plans to continue providing uninterrupted service to its
clients around the world.

The filing was made with a "pre-arranged" restructuring plan with
the support of the Company's senior secured lenders. As a result,
the Company expects that it will complete its restructuring
process on an accelerated basis.

The decision to file was made after an exhaustive review of
alternative options. In addition to significantly reducing its
debt burden, the process resolves the Company's near-term cash
payment obligations relating to the right of the holders of
certain of the Company's debentures to require the Company to
repurchase these debentures, as early as April 2009, as well as
the prospect that the Company would have to repay all of its
outstanding debt in the event that its common stock were delisted
from the New York Stock Exchange.

"Our day-to-day operations will continue uninterrupted and we want
to assure our employees and customers that we remain committed to
serving our clients and to providing world-class consulting
solutions," said Ed Harbach, CEO of BearingPoint. "This
restructuring is an important step to secure a better and stronger
future for BearingPoint and we expect to emerge from this process
in an expeditious manner," Harbach continued.

"We've made significant progress in the last year to improve our
underlying business fundamentals. We've delivered increases in
gross profit and operating income and substantially lowered our
overhead expenses. This restructuring process will significantly
improve our financial profile and further enhance our ability to
compete in the marketplace," Harbach continued.

As stated in the filing, BearingPoint and its senior secured
lenders have reached an agreement in principle to support the
proposed pre-arranged plan of reorganization (the "Pre-Arranged
Plan"), which has been filed with the Court. The Pre-Arranged
Plan, among other things, provides that (i) the $500 million
senior secured credit facility, dated as of May 18, 2007 and as
amended on June 1, 2007, will be replaced with a new secured,
senior credit facility as follows: term loan in the amount of $272
million plus accrued interest and a synthetic letter of credit
facility in the amount of up to $130 million; plus the issuance of
new preferred stock; (ii) the unsecured debt will be exchanged for
different classes of common stock; and (iii) all existing equity
in the Company will be cancelled for no consideration.

The implementation of the Pre-Arranged Plan is dependent upon a
number of factors, including final documentation, the approval of
a disclosure statement and confirmation and consummation of the
Pre-Arranged Plan in accordance with the provisions of the
Bankruptcy Code. While the Company believes that its current plan
provides the best available alternative for its creditors, clients
and employees, the Company will continue to consider additional
enhancements or alternatives to its current plan that would lead
to an improved recovery.

The Company has filed a variety of first day motions with the
Court that, with Court approval, will allow it to continue to
conduct business without interruption. These motions are primarily
designed to minimize any impact on the Company's clients and
employees. During the reorganization process, suppliers and
subcontractors should expect to be paid for post-petition
purchases of goods and services in the ordinary course of
business.

The Company's principal bankruptcy attorneys are Weil, Gotshal &
Manges LLP. AlixPartners, LLP and Greenhill & Co. are the
Company's financial advisors.

In its third quarter report to the Securities and Exchange
Commission, BearingPoint disclosed $1,762,689,000 in assets and
$2,231,839,000 in liabilities as of Sept. 30, 2008.

                  About BearingPoint, Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is one of the
world's largest providers of management and technology consulting
services to Global 2000 companies and government organizations in
more than 60 countries worldwide.  Based in McLean, Va., the firm
has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done. The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.


BEARINGPOINT INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BearingPoint, Inc.
        fka KPMG Consulting, Inc.
        1676 International Drive
        McLean, VA 22102

Bankruptcy Case No.: 09-10691

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
BE New York Holdings, Inc.                         09-10690
BearingPoint, LLC                                  09-10692
BearingPoint Americas, Inc.                        09-10693
BearingPoint BG, LLC                               09-10694
BearingPoint Enterprise Holdings, LLC              09-10695
BearingPoint Global, Inc.                          09-10696
BearingPoint Global Operations, Inc.               09-10697
BearingPoint International I, Inc.                 09-10698
BearingPoint Israel, LLC                           09-10699
BearingPoint Puerto Rico, LLC                      09-10700
BearingPoint Russia, LLC                           09-10701
BearingPoint South Pacific, LLC                    09-10702
BearingPoint Southeast Asia LLC                    09-10703
BearingPoint Technology Procurement Services, LLC  09-10704
BearingPoint USA, Inc.                             09-10705
i2 Mid Atlantic LLC                                09-10706
i2 Northwest LLC                                   09-10707
Metrius, Inc.                                      09-10708
OAD Acquisition Corp.                              09-10709
OAD Group, Inc.                                    09-10710
Peloton Holdings, L.L.C.                           09-10711
Softline Aquisition Corp.                          09-10712
Softline Consulting & Integrators, Inc.            09-10713
A & B Parker, Inc.                                 09-10714

Type of Business: The Debtor provides management and technology
                  consulting services to Global 2000 companies
                  and government organizations in more than 60
                  countries worldwide.  The company's core
                  services include management consulting,
                  technology solutions, application services
                  and managed services.  In North America,
                  BearingPoint delivers consulting services
                  through its Public Services, Commercial
                  Services and Financial Services industry groups
                  (North American Industry Groups), which
                  provides industry-specific knowledge and
                  service offerings.  Outside of North America,
                  BearingPoint operates in Europe, the Middle
                  East and Africa (EMEA); the Asia Pacific
                  region, and Latin America (including Mexico).

                  Troubled Company Reporter said Nov. 21, 2008,
                  BearingPoint, Inc. received on November 13,
                  2008, a notice from NYSE Regulation, Inc., that
                  the NYSE has decided to suspend the company's
                  common stock from trading prior to market
                  opening on Monday, November 17, 2008.  The NYSE
                  based its determination on the "abnormally low"
                  trading price of the company's common stock,
                  which closed at $0.07 on November 12, 2008.  In
                  addition, the company had previously fallen
                  below the NYSE's continued listing standard for
                  minimum average closing price of $1.00 over a
                  consecutive 30 trading day period and minimum
                  average market capitalization of $100 million
                  over a consecutive 30 trading day period

                  See: http://www.bearingpoint.com

Chapter 11 Petition Date: February 18, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Alfredo R. Perez, Esq.
                  alfredo.perez@weil.com
                  Weil Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, TX 77002
                  Tel: (713) 546-5040
                  Fax: (713) 224-9511

Financial Advisor: Greenhill & Co., LLC

Restructuring Advisor: AP Services LLC

Special Corporate Counsel: Davis Polk & Wardell

The Debtors' financial condition as of September 30, 2008:

Total Assets: $1,762,689,000

Total Debts: $2,231,839,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York                              $251,415,258
Indenture Trustee under
the Series A Notes
101 Barclay Street, 8W
New York, NY 10286

The Bank of New York                              $203,398,611
(Indenture Trustee under
the Series B Notes)
101 Barclay Street, 8W
New York, NY 10286

The Bank of New York                              $201,393,317
(Indenture Trustee under
the Series C Notes)
101 Barclay Street, 8W
New York, NY 10286

Friedman, Fleischer &                             $37,886,126
Lowe Capital Partners II,
L.P. (Purchaser under
the FFL Notes)
One Maritime Plaza
Suite 1000
San Francisco, CA 94111
Attn: Spencer C. Fleischer
Tel: (415) 402-2100

AT&T Corp.                                        $13,810,852
One AT&T Way
Benminster, NJ 07921

PGA Tour Inc.                                     $3,543,938
112 PGA Tour Boulevard
Ponte Verdra Beach, FL 32092

UBS AG, Stamford Branch                           $3,500,000
677 Washington Boulevard
Stamford, CT 06901
Attn: Christopher Gomes
203-719-4176

KPMG LLP - USA                                    $1,873,698
Three Chestnut Ridge Road
Montvale, NJ 07645

KPMG LLP - USA                                    $1,391,185
Three Chestnut Ridge Road
Montvale, NJ 07645
Attn: Alicia Widelski
201-307-7256

Sun Microsystems Inc.                             $1,964,000
Bank of America Lockbox
Service
12120 Collection Center Dr.
Chicago, IL 60693

Judy Ethell                                       $1,740,000
823 Fairfield Lake Drive
Chesterfield, MO 63017

FFL Parallel Fund II, L.P.                        $1,418,122
One Maritime Plaza, Suite 1000
San Francisco, CA 94111
Attn: Spencer C. Fleischer
415-402-2100

Deltek Systems                                    $1,025,960
P.O. Box 79581
Baltimore, MD 21279
Attn: Sherri Perfater
515-783-4156

GW Consulting Inc.                                $970,289
5870 Trinity Parkway, Unit 300
Centreville, VA 20120
Attn: Isabel Vasquez
703-592-1413

The West River Group GS                           $937,341
P.O. Box 376
25610 Chance Farm Court
Royal Oak, MD 21662
Attn: Taylor Rose
202-320-1785

Equant Inc.                                       $867,338
P.O. Box 7247-7134
Philadelphia, PA 19170
Attn: Erwann Revolt
+353-1-402-5959

Hewlett Packard                                   $789,825
P.O. Box 101149
Atlanta, GA 30392
Attn: Mary Ellen Strei
718-788-0101

Morgan Business Consulting                        $778,915
LLC
21377 Scara Place
Ashburn, VA 20148
Attn: Cathy Goin
866-455-2424 x3

FFL Executive Partners II                         $726,881

L.P.
One Maritime Plaza, Suite 1000
San Francisco, CA 94111
Attn: Spencer C. Fleischer
415-402-2100

Cisco Systems Capital                             $675,679
Corporation
170 West Tasman Drive
San Jose, CA 95134

Siemens IT Solutions and                          $644,517
Services Inc.
Dept CH 14235
Palatine, IL 60055
Attn: Denna Austin
513-336-1246

Raya USA LLC                                      $639,810
1660 International Drive
Suite 400
McLean, VA 22102

Federal Management                                $588,652
Systems Inc.
462 K Street NW
Washington, DC 20001
Attn: Joy Creavalle
202-842-3003 x407

Oracle USA Inc.                                   $548,270
Dept CH 10699
Palatine, IL 60055
Attn: Sriram Ravichandran
888-803-7414

IBM Credit LLC                                    $527,039
North Castle Drive
Armonk, NY 10504

TEKsystems Inc.                                   $520,892
P.O. Box 198568
Atlanta, GA 30384
Attn: Kim Lacy
410-540-7234

GPI Plaza, LP                                     $412,980

World Learning Inc.                               $378,481

Square One Armoring                               $320,020
Services Company

Parsons Commercial                                $308,815
Technology Group Inc.

The petition was signed by John DeGroote, executive vice president
and chief legal officer.


BERNARD L. MADOFF: Meeting of Creditors to Be Held Tomorrow
-----------------------------------------------------------
The meeting of creditors of Bernard L. Madoff Investment
Securities LLC will be held on Friday, February 20, 2009, at 10:00
a.m. at the Auditorium of the United States Bankruptcy Court,
Southern District of New York, One Bowling Green, New York (the
entrance to the Auditorium is on the State Street side of the
building and is also marked as the handicapped entrance to the
Smithsonian Institute American Indian Museum).

Meeting attendees are encouraged to arrive early as the Auditorium
and overflow rooms have a limited seating capacity of 460 and
attendees are required to pass through a security checkpoint
before being admitted to the building. The Trustee anticipates
that the agenda for the meeting will include:

    * Report on the commencement of the liquidation proceeding and
      the role of the Trustee.

    * Status Report on the Trustee's activities to date.

    * Status report about litigation and Trustee's investigation.

    * Next steps including the processing, review and satisfaction
      of customer claims.

    * Questions from the audience and from online submissions to
      the Trustee's Web site:
      http://www.madofftrustee.com/CreditorsMeetings.aspx

Due to the fact that this case involves a criminal matter, Irving
Picard, the Trustee, does not expect that any member of pre-
liquidation management of BLMIS will be present for examination.

Various individuals, foundations, banks, hedge funds and firms
have disclosed losses tied to investments with Bernard L. Madoff,
who has been jailed on allegations of running a $50-billion Ponzi
scheme.  At least 10 parties, led by Fairfield Greenwich Corp.
which has lost $7.5 billion, have each disclosed more than a
billion dollars in losses due to investments with Madoff.

                     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: Client List Includes Defense Counsel
-------------------------------------------------------
Bernard Madoff's defense attorney, Ira "Ike" Sorkin, may have a
conflict of interest defending his client in a $50 billion
fraud case because the lawyer's parents invested with Madoff
until 2007, Erik Larson of Bloomberg News reported.

The investment was an individual retirement account opened by
Sorkin's father and inherited by his mother in 2001, Mr. Sorkin
said, according to the report.  When his mother died in 2007, the
IRA was cashed out.

The investment came to light after Mr. Sorkin's name appeared in a
162-page list of Madoff clients prepared by AlixPartners, LLP, the
claims agent hired by the trustee of Bernard L. Madoff Investment
Securities LLC.  A copy of the list of creditors is available for
free at http://bankrupt.com/misc/Madoff_Clients_ExhA.pdf

Various individuals, foundations, banks, hedge funds and firms
have disclosed losses tied to investments with Bernard L. Madoff,
who has been jailed on allegations of running a $50-billion Ponzi
scheme.  At least 10 parties, led by Fairfield Greenwich Corp.
which has lost $7.5 billion, have each disclosed more than a
billion dollars in losses due to investments with Madoff.

Aside from filing claims in Madoff's cases, other parties have
pursued actions against fund managers for investing their money in
Madoff.  New York University said in a Dec. 23 complaint that it
had at least $24 million in losses after J. Ezra Merkin and his
funds invested its money with BLMIS without consent.  According to
Bloomberg, New York State Supreme Court Justice Richard Lowe in
Manhattan has issued an order restraining Mr. Merkin, along with
his Gabriel Capital LP fund and Ariel Fund Ltd., from withdrawing,
liquidating or dissolving assets.  Mr. Merkin, former chairman of
GMAC LLC, "invested billions of client funds with Madoff,"
Bloomberg said. He said that his Ariel Fund plunged 41.2 percent
during the fourth quarter, with most of the loss coming from
investments tied to Madoff and private-equity securities.

The Pension Fund for Hospital and Health Care Employees for the
Philadelphia sued closely held hedge-fund firm Austin Capital
Management Ltd. over losses tied to Madoff.

Securities regulators are currently probing New York-based Cohmad
Securities Corp., which was co-owned by Madoff.  Secretary of the
Commonwealth William Galvin said that Mr. Madoff's wife, Ruth,
withdrew from Cohmad $5.5 million on Nov. 25 and $10 million on
December 10, the eve of Mr. Madoff's arrest.  The regulator is
seeking to revoke Cohmad's state securities registration, based on
allegations that Cohmad and BLMIS "so intertwined that they could
be viewed as a common enterprise."

Meanwhile, according to a Washington Post report, a 65-year old
man, William Foxton, killed himself losing his savings in hedge
funds that invested with Madoff.

                     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: Firms May Liable for Overlooking "Red Flags"
---------------------------------------------------------------
Ianthe Jeanne Dugan and David Crawford at The Wall Street Journal
report that legal and accounting experts say that the numerous
accounting firms that failed to spot the alleged fraud at Bernard
L. Madoff Investment Securities LLC could be legally vulnerable.

WSJ says that the accounting firms include:

     -- Friehling & Horowitz,
     -- McGladrey & Pullen LLP,
     -- Tremont Group Holdings,
     -- KPMG LLP,
     -- PricewaterhouseCoopers, and
     -- Sosnik Bell & Co.

Citing the experts, WSJ relates that the accounting firms that
inspected Bernard L. Madoff Investment's books or the books of the
"feeder funds" that helped steer money to the Company should have
uncovered "red flags".

According to WSJ, Lynn E. Turner, former chief accountant for the
Securities and Exchange Commission, said that he finds it hard to
believe that auditors of the feeder funds checked out Mr. Madoff's
auditor "as a way of bullet-proofing their confidence," because
"if they didn't, then investors will have to hold the auditor
accountable."  The report states that some companies involved in
Madoff-related audits said that they had no obligation to check
out Mr. Madoff's auditor, as their primary role is to ensure that
the numbers their clients supply add up.  Friehling & Horowitz, a
suburban New York firm with one active accountant, audited Bernard
L. Madoff Investment's books, says the report.

WSJ reports that some critics blamed the SEC.  WSJ relates that
when Enron Corp. collapsed, the Public Company Accounting
Oversight Board was set up under the Sarbanes-Oxley Act of 2002 to
help detect fraud, and auditors of brokerage firms were supposed
to be registered.  According to the report, the SEC suspended the
rule for private financial partnerships.  Friehling & Horowitz,
the report states, wasn't registered with the Public Company
Accounting Oversight Board, nor was it "peer reviewed," a system
in which auditors check out one another for quality control.

Citing the American Institute of Certified Public Accountants, WSJ
relates that David Friehling, Friehling & Horowitz's sole
accountant, was enrolled in a peer-review program at AICPA, but
wasn't required to participate because he told the trade group
that he didn't handle audits.

According to WSJ, Bernard L. Madoff Investment feeder fund Maxam
Absolute Return Fund LP said in a lawsuit filed in Connecticut
Superior Court against its auditor, McGladrey & Pullen LLP, that
the firm was "in the best position to understand that an operation
of Madoff's size required a much larger audit team."

Court documents say that an investor claimed that KPMG allegedly
overlooked a "highly suspicious claim" as it audited a Madoff
feeder fund's books.  The fund was managed by Tremont Group
Holdings, WSJ relates.

WSJ reports that investors in a fund marketed by Banco Santander
SA also filed a lawsuit against PricewaterhouseCoopers Ireland.
PricewaterhouseCoopers's Canadian affiliate, according to the
report, has denied claims that it was negligent in its audit of
Madoff feeder fund Fairfield Greenwich Group.

WSJ states that hundreds of individuals who invested with Mr.
Madoff hired Sosnik Bell & Co. to handle their monthly statements.
Some used Sosnik' services at the suggestion of Bernard L. Madoff
Investment and an affiliate, Cohmad Securities, WSJ relates.

                     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.


BUILDING MATERIALS: Bank Loan Sells at Substantial Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Building Materials
Holding Corp. is a borrower traded in the secondary market at
32.00 cents-on-the-dollar during the week ended February 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 4.00
percentage points from the previous week, the Journal relates.
Building Materials pays interest at 225 points above LIBOR.  The
bank loan matures on November 10, 2013.  The bank loan carries
Moody's Caa1 rating.

Based in Wayne, New Jersey, Building Materials Corporation of
America is a manufacturer and marketer of a broad line of asphalt
and polymer-based roofing products and accessories for the
residential and commercial roofing markets.  The company also
manufactures specialty building products and accessories for the
professional and do-it-yourself remodeling and residential
construction industries.

The Company is a wholly owned subsidiary of BMCA Holdings
Corporation, which is a wholly owned subsidiary of G-I Holdings
Inc.  The Company's products are marketed in three groups:
residential roofing, commercial roofing and specialty building
products and accessories.  On March 26, 2007, the Company
completed the acquisition of ElkCorp, a manufacturer of roofing
products and building materials.

                          *     *     *

As of September 28, 2008, the Company's balance sheet showed total
assets of $2,715,306,000 and total liabilities of $2,766,795,000,
resulting in total stockholders' deficit of $51,489,000.


BULK PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bulk Petroleum Corporation, Debtor
        9653 N. Granville Rd.
        Mequon, WI 53097
        Tel: (262) 242-4800

Bankruptcy Case No.: 09-21782

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bulk Petroleum Indiana Properties, LLC             09-21785
Bulk Petroleum Kentucky Properties, LLC            09-21786
Charanjeet Illinois Stations No. 6, Inc.           09-21788
Charanjeet's Wisconsin Properties One, LLC         09-21790
Darshan's Wisconsin Stations Eight, LLC            09-21791
Gurpal Wisconsin Stations, LLC                     09-21792
Interstate Petroleum Products, Inc.                09-21793
Rakhra Wisconsin E-Z Go Stations Three, Inc.       09-21794
Sartaj"s Illinois Nine, LLC                        09-21795
Darshan's Michigan Stations One, Inc.              09-21799
Dhaliwal's Michigan Bulk Stations Two, Inc.        09-21802
Rakhra Michigan E-Z Go Stations Three, Inc.        09-21804
Darshan's Illinois Properties, Inc.                09-21807
Dhaliwal Illinois Properties Five, Inc.            09-21808
Jaspal's Illinois Seven, LLC                       09-21810
Sukhi's Illinois Eight, LLC                        09-21812
Darshan's Indiana Stations One, Inc.               09-21815
Dhaliwal's Indiana Bulk Stations Two, Inc.         09-21816
Rakhra Indiana E-Z Go Stations Three, Inc.         09-21817
Darshan's Kansas Stations One, Inc.                09-21818
Darshan's Missouri Stations One, Inc.              09-21819
Darshan's Iowa Stations One, Inc.                  09-21820
Dhaliwal Iowa Stations Two, Inc.                   09-21821
Rakhra Iowa E-Z Go Stations Three, Inc.            09-21822
Darshan's Iowa Properties Four, LLC                09-21823
Dhaliwal Iowa Properties Five, LLC                 09-21824
Darshan's Wisconsin Properties Four, Inc.          09-21825

Type of Business: The Debtors operate gasoline service stations.

Chapter 11 Petition Date: February 18, 2009

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jerome R. Kerkman, Esq.
                  jkerkman@kerkmandunn.com
                  Kerkman & Dunn
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202-3612
                  Tel: (414) 277-8200
                  Fax: (414) 277-0100

Special Conflicts Counsel: Michael P. Dunn, Esq.
                           michaeldunnlaw@aol.com
                           Nistler Law Office
                           757 North Broadway, Suite 600
                           Milwaukee, WI 53202
                           Tel: (414) 277-8515

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
CITGO                                            $4,958,302
P.O. Box 75065
Charlotte, NC 28275-5065

Marathon Ashland LLC                             $3,464,789
539 S. Main St.
Findlay, OH 45840-3295

Valero                                           $231,404
6611 Clayton Rd.
St. Louis, MO 63117-1642

TKC Properties, LLC                              $157,288

Plews Shadley Racher & Braun                     $143,727

Fox O'Neill & Shannon Trust Act                  $112,288

M&M Service Inc.                                 $86,531

Energy & Environment Cabinet                     $79,800

American Environmental                           $77,406

Miller Johnson PLC                               $45,118

Suby, Von Haden & Associates                     $44,240

Anderson Tackman & Co. PLC                       $42,740

Frost Brown Todd LLC                             $38,289

Cananwill, Inc.                                  $23,8729

Patzik, Frank & Samotny Ltd                      $22,490

Quad Corporation                                 $20,622

Trileaf                                          $13,980

Louisville Air Pollution                         $11,811

Future Environmental Inc.                        $11,546

CT Corporation System                            $9,532

The petition was signed by Darshan S. Dhaliwal, president.


CELSIA TECHNOLOGIES: Completes Sale of $1.71-Million Debentures
---------------------------------------------------------------
On February 12, 2009, Celsia Technologies, Inc. (OTCBB: CLST
(formerly CSAT)), disclosed that it sold in a private placement to
accredited investors warrants and debentures, due December 31,
2010, having an aggregate principal balance of $1,710,526 for
$1,300,000 -- before deducting expenses and fees related to the
private placement. The debentures are secured by the assets of the
Company and are convertible into shares of the Company's common
stock at a price of $0.10 per share subject to adjustment as
provided in the debentures. As part of the private placement, the
company also issued the investors warrants to purchase up to
17,105,257 shares of the Company's common stock at a price of
$0.10 per share subject to adjustment in certain circumstances
detailed in the warrants.

The securities sold by the Company in the private placement were
not registered under the Securities Act of 1933, as amended, and
were sold in reliance upon exemptions from the registration
requirements of the Securities Act pursuant to Regulation D
promulgated under the Securities Act. Therefore, those securities
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and any applicable
state securities laws.

             Richard Rosenblum Appointed as Director

Effective February 10, 2009, the Board of Directors of the Company
increased its number of directors by two, for a total of nine, and
appointed Richard Rosenblum to the Company's board of directors.

Mr. Rosenblum has been a principal of Harborview Advisors, LLC
since its inception. Mr. Rosenblum has been an active and
productive force in the small and mid cap markets for over 16
years, advising, strategizing and raising over $400 million for
both private and public companies during that time span. He
previously was a Managing Director of Investment Banking for
vFinance, Inc., a middle market investment banking and brokerage
organization. Mr. Rosenblum has continued to provide advice,
expertise and access to critical growth capital for emerging
growth companies. Mr. Rosenblum sits on the Board of Directors of
several companies, both public and private, and is active in
fundraising for charitable causes.  Mr. Rosenblum, born 1959,
graduated from the State University of New York at Buffalo in
1981, Summa Cum Laude, with a degree in Finance and Accounting

Mr. Rosenblum is not related to and has no relationship to any
other Board member or executive officer and is not party to any
transaction with the Company except that he serves as principal of
Harborview Master Fund LP., which has invested a total of $783,194
in the Company.

A full-text copy of the Company's disclosure is available for free
at: http://researcharchives.com/t/s?39b1

                    About Celsia Technologies

Headquartered in Miami, Florida, Celsia Technologies Inc. (OTC
BB: CSAT) -- http://www.celsiatechnologies.com/-- is a full
solution provider and licensor of thermal management products
and technology for the PC, consumer electronics, lighting and
display industries.  The company develops and commercializes
next-generation cooling solutions built on patented micro
thermofluidic technology.  Celsia Technologies' intellectual
property portfolio includes patents registered in Korea, the
U.S., Japan and Taiwan, with patents pending in the EU, Russia,
India and China.

The Company and its subsidiaries have recently commenced limited
revenue producing operations and have sustained accumulated losses
of approximately $45.3 and $40.3 million as of September 30, 2008
and December 31, 2007, respectively.  The Company and its
Subsidiaries have funded operations through equity and debt
financing since inception. All these factors raise substantial
doubt over the Company's ability to continue as a going concern.

As of September 30, 2008, the Company's balance sheet showed total
assets of $3,314,931 and total liabilities of $8,411,957,
resulting in total stockholders' deficit of $5,097,026.


CHARTER COMMUNICATIONS: Inks Terms of Ch. 11 Plan with Noteholders
------------------------------------------------------------------
Charter Communications, Inc., reached an agreement in principle
with holders of certain of its subsidiaries' senior notes holding
approximately $4.1 billion in aggregate principal amount of notes
issued by Charter's subsidiaries, CCH I, LLC and CCH II, LLC.
Pursuant to separate restructuring agreements, dated Feb. 11,
2009, entered into with each Noteholder, on or prior to April 1,
2009, Charter and its subsidiaries expect to file voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code to implement a restructuring aimed at improving
its capital structure.

          Restructuring Agreements and Commitment Letters

The restructuring contemplated by the Restructuring Agreements is
expected to be funded with cash from operations, an exchange of
debt of CCH II for other debt at CCH II, the issuance of
additional debt, and the proceeds of an equity offering for which
Charter has received a back-stop commitment from certain
Noteholders.  In addition to the Restructuring Agreements, the
Noteholders have entered into commitment letters with Charter,
pursuant to which they have agreed to exchange and purchase, as
applicable, certain securities of Charter.

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

               http://ResearchArchives.com/t/s?3996

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

               http://ResearchArchives.com/t/s?3997

Under the Notes Exchange, an offer to existing holders of senior
notes of CCH II and CCH II Capital Corp. will be made to exchange
their CCH II Notes for new 13.5% Senior Notes of CCH II and CCH II
Capital Corp.  CCH II Notes exchanged for New CCH II Notes in the
Notes Exchange will be converted into New CCH II Notes with a
principal amount equal to the outstanding principal amount of the
CCH II Notes plus accrued but unpaid interest to the bankruptcy
petition date plus post-petition interest, but excluding any call
premiums or prepayment penalties.  CCH II Notes that are not
exchanged in the Notes Exchange will be converted into cash in an
amount equal to the Exchange Amount.  The aggregate principal
amount of New CCH II Notes to be issued pursuant to the plan of
reorganization outlined in the Restructuring Agreement is expected
to be approximately $1.48 billion plus accrued but unpaid interest
to the bankruptcy petition date plus post-petition interest, but
excluding any call premiums or prepayment penalties, plus an
additional $85 million.

Under the Restructuring Agreements, certain holders of CCH II
Notes have committed to exchange, pursuant to the Notes Exchange,
an aggregate of approximately $1.21 billion in aggregate principal
amount of CCH II Notes, plus accrued but unpaid interest to the
bankruptcy petition date plus post-petition interest, but
excluding any call premiums or any prepayment penalties.  In the
event that the aggregate principal amount of New CCH II Notes to
be issued pursuant to the Notes Exchange would exceed the Target
Amount, each Noteholder participating in the Notes Exchange will
receive a pro rata portion of the Target Amount of New CCH II
Notes, based upon the ratio of (i) the aggregate principal amount
of CCH II Notes it has tendered into the Notes Exchange to (ii)
the total aggregate principal amount of CCH II Notes tendered into
the Notes Exchange.  Participants in the Notes Exchange will
receive a commitment fee equal to 1.5% of the principal amount
plus interest on the CCH II Notes exchanged by the participant in
the Notes Exchange.

Under the New Debt Commitment, certain holders of CCH II Notes
have committed to purchase an additional amount of New CCH II
Notes in an aggregate principal amount of $267 million, subject to
adjustment.  Participants in the New Debt Commitment will receive
a commitment fee equal to the greater of (i) 3.0% of their
respective portion of the New Debt Commitment and (ii) 0.83% of
its respective portion of the New Debt Commitment for each month
beginning April 1, 2009, during which its New Debt Commitment
remains outstanding.

Under the Rights Offering, Charter will offer to existing holders
of senior notes of CCH I that are accredited investors or
qualified institutional buyers, the right to purchase shares of
the new Class A Common Stock of Charter, to be issued upon
Charter's emergence from bankruptcy, in exchange for a cash
payment related to the equity value of Charter upon emergence.
Upon emergence from bankruptcy, Charter's new Class A Common Stock
is not expected to be listed on any public or over-the-counter
exchange or quotation system and will be subject to transfer
restrictions.  It is expected, however, that Charter will
thereafter apply for listing of its new Class A Common Stock on
the NASDAQ Stock Market as provided in the Term Sheet.  The Rights
Offering is expected to generate proceeds of up to approximately
$1.62 billion and will be used to fund the cash portion of the
Notes Exchange, repayment of  certain amounts relating to the
satisfaction of certain swap agreement claims against Charter
Communications Operating, LLC and for general corporate purposes.

Under the Commitment Letters, subject to equity ownership
limitations, certain Noteholders have agreed to subscribe for
their respective pro rata portions of the Rights Offering, and
certain of the Backstop Parties have, in addition, agreed to
subscribe for a pro rata portion of any Rights that are not
purchased by other holders of CCH I Notes in the Rights Offering.
Noteholders who have committed to participate in the Excess
Backstop will be offered the option to purchase a pro rata portion
of additional shares of Charter's new Class A Common Stock, at the
same price at which shares of the new Class A Common Stock will be
offered in the Rights Offering, in an amount equal to $400 million
less the aggregate dollar amount of shares purchased pursuant to
the Excess Backstop, subject to certain equity ownership
limitations.  The Backstop Parties will receive a commitment fee
equal to 3% of its respective equity backstop.

The Restructuring Agreements further contemplate that upon
consummation of the Plan (i) the notes and bank debt of Charter's
subsidiaries, Charter Operating and CCO Holdings, LLC will remain
outstanding, (ii) holders of notes issued by CCH II will receive
New CCH II Notes or cash pursuant to the Notes Exchange, (iii)
holders of notes issued by CCH I will receive shares of Charter's
new Class A Common Stock, (iv) holders of notes issued by CCH I
Holdings, LLC will receive warrants to purchase shares of common
stock in Charter, (v) holders of notes of Charter Communications
Holdings, LLC will receive warrants to purchase shares of
Charter's new Class A Common Stock, (vi) holders of convertible
notes issued by Charter will receive cash and preferred stock
issued by Charter,  (vii) holders of common stock will not receive
any amounts on account of their common stock, which will be
cancelled, and (viii) trade creditors will be paid in full.  In
addition, as part of the proposed restructuring, it is expected
that consideration will be paid by holders of CCH I Notes to other
entities participating in the financial restructuring.

A full-text copy of the Term Sheet For Proposed Joint Chapter 11
Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?3998

Pursuant to a separate restructuring agreement among Charter, Paul
G. Allen and an entity controlled by Mr. Allen, in settlement of
their rights, claims and remedies against Charter and its
subsidiaries, and in addition to any amounts received by virtue of
their holding any claims of the type set forth above, upon
consummation of the Plan Mr. Allen or his affiliates will be
issued a number of shares of the new Class B Common Stock of
Charter the that the aggregate voting power of the shares of new
Class B Common Stock shall be equal to 35% of the total voting
power of all new common stock of Charter.  Also, as part of the
settlement, upon consummation of the Plan Mr. Allen or the
affiliates will receive or retain certain additional
consideration.  Each share of new Class B Common Stock will be
convertible, at the option of the holder, into one share of new
Class A Common Stock, and will be subject to significant
restrictions on transfer.  Holders of new Class A Common Stock and
holders of new Class B Common Stock will receive certain customary
registration rights with respect to their shares.

The Restructuring Agreements also contemplate that these emergence
from bankruptcy each holder of 10% or more of the voting power of
Charter will have the right to nominate one member of the Board
for each 10% of voting power, and that at least Charter's current
chief executive officer and chief operating officer will continue
in their same positions.  The Restructuring Agreements require
Noteholders to cast their votes in favor of the Plan and generally
support the Plan and contain certain customary restrictions on the
transfer of claims by the Noteholders.

In addition, the Restructuring Agreements contain an agreement by
the parties that Charter shall not be required to comply with any
terms if the compliance would trigger a default under one or more
of certain debt instruments to remain outstanding.

The Restructuring Agreements and Commitment Letters are subject to
certain termination events, including, among others:

   -- the commitments set forth in the respective Noteholder's
      Commitment Letter will have expired or been terminated;

   -- Charter's board of directors shall have been advised in
      writing by its outside counsel that continued pursuit of
      the Plan is inconsistent with its fiduciary duties because,
      and the board of directors determines in good faith that,
      (A) a proposal or offer from a third party is reasonably
      likely to be more favorable to the Company than is proposed
      under the Term Sheet, taking into account, among other
      factors, the identity of the third party, the likelihood
      that any the proposal or offer will be negotiated to
      finality within a reasonable time, and the potential loss
      to the company if the proposal or offer were not accepted
      and consummated, or (B) the Plan is no longer confirmable
      or feasible;

   -- the Plan or any subsequent plan filed by Charter with the
      bankruptcy court (or a plan supported or endorsed by
      Charter) is not reasonably consistent in all material
      respects with the terms of the Restructuring Agreements;

   -- Charter shall not have filed for Chapter 11 relief with the
      bankruptcy court on or before April 1, 2009;

   -- a disclosure statement order reasonably acceptable to
      Charter and the holders of a majority of the CCH I Notes
      held by the ad-hoc committee of certain Noteholders has not
      been entered by the bankruptcy court on or before the 50th
      day following the bankruptcy petition date;

   -- a confirmation order reasonably acceptable to Charter and
      the Requisite Holders is not entered by the bankruptcy
      court on or before the 130th day after the bankruptcy
      petition date;

   -- any of the Chapter 11 cases of Charter is converted to
      cases under chapter 7 of the Bankruptcy Code if as a result
      of the conversion the Plan is not confirmable;

   -- any Chapter 11 cases of Charter is dismissed if as a result
      of the dismissal the Plan is not confirmable;

   -- the order confirming the Plan is reversed on appeal or
      vacated;

   -- any Restructuring Agreement or the Allen Agreement has
      terminated or breached in any material respect; and

   -- Charter must not have reached agreement with senior
      management on a compensation program reasonably acceptable
      to Charter and the Requisite Holders by March 12, 2009.

As a result, there is no assurance that the treatment of creditors
outlined above will not change significantly.  The Allen Agreement
contains substantially similar provisions as do the Restructuring
Agreements.

On Feb. 13, 2009, Charter paid the full amount of these overdue
interest payments to the Paying Agent for the Overdue Payment
Notes, which constitutes payment under the Indentures.   As
required under the Indentures, Charter has set a special record
date for payment of the interest payments of Feb. 28, 2009.

On Jan. 15, 2009, two of Charter's subsidiaries, CCH I Holdings,
LLC and Charter Communications Holdings, LLC, did not make
scheduled payments of interest due on Jan. 15, 2009, on certain of
their outstanding senior notes.  Each of the respective governing
indentures for the Overdue Payment Notes permits a 30-day grace
period for the interest payments through Feb. 15, 2009.

                          Escrow Agreement

As part of the agreement in principle, Charter and certain of its
subsidiaries entered into an Escrow Agreement, dated as of
Feb. 11, 2009, with members of the ad-hoc committee of holders of
the Overdue Payment Notes and Wells Fargo Bank, National
Association, as Escrow Agent.

Under the Escrow Agreement, the Ad-Hoc Holders have agreed to
deposit into an escrow account the amounts they receive in respect
of the Scheduled Payments and Wells Fargo will hold the amounts
until (i) Charter and a majority of the Ad-Hoc Holders agree to
the release thereof, (ii) the restructuring transactions
contemplated in the Restructuring Agreements are consummated on or
prior to Dec. 15, 2009, or are not consummated by the date due to
a material breach of the Restructuring Agreements of Charter or
its subsidiaries, followed by notice thereof to Wells Fargo by a
majority of the Ad-Hoc Holders and Charter, at which time Wells
Fargo will release the amounts to the Ad-Hoc Holders, or (iii) the
transactions contemplated by the Restructuring Agreements are not
consummated by Dec. 15, 2009, for any other reason, followed by
notice thereof to Wells Fargo by a majority of the Ad-Hoc Holders
and Charter, at which time it will release the amounts to Charter
or its subsidiaries.  The amounts to be deposited in escrow are
approximately $47 million.

A full-text copy of the RESTRUCTURING AGREEMENT is available for
free at: http://ResearchArchives.com/t/s?3999

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Lenders Fail to Fund Affiliate's Borrowing
------------------------------------------------------------------
Charter Communications Inc. disclosed in a regulatory filing that
lenders have failed to fund Charter Operating, LLC's borrowing
request.

On Feb. 3, 2008, Charter Operating, an indirect subsidiary of
Charter, made a request to the administrative agent under its
Amended and Restated Credit Agreement, dated as of March 18, 1999,
as amended and restated as of March 6, 2007, to borrow additional
revolving loans under the Credit Agreement.  The borrowing request
complied with the provisions of the Credit Agreement including
section 2.2 thereof.

On Feb. 5, 2009, Charter Communications Inc. received a notice
from the administrative agent asserting that one or more Events of
Default have occurred and are continuing under the Credit
Agreement, including, pursuant to section 8(g)(v) thereof.

Charter Communications disagrees with the administrative agent's
assertions and sent a letter to the administrative agent on Feb.
9, 2009, among other things, stating that no Event of Default
under the Credit Agreement has occurred or is continuing and
requesting the administrative agent rescind its notice of default
and fund Charter Operating's borrowing request.  The admin. agent
sent a letter to Charter on Feb. 11, 2009, stating that it
continues to believe that one or more events of default have
occurred and are continuing.  As a result, with the exception of
one lender who funded approximately $354,237, the lenders have
failed to fund Charter Operating's borrowing request.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Expects Q4 EBITDA to Hike 9.7% to $619MM
----------------------------------------------------------------
Charter Communications, Inc., disclosed preliminary results for
the fourth quarter of 2008.

Charter expects pro forma revenues for the fourth quarter of 2008
of $1.65 billion, which represents an increase of approximately
7.0% compared to the same period in 2007 on a pro forma basis.
Charter expects actual revenues of $1.65 billion, an increase of
approximately 6.6% for the period.  Charter currently expects pro
forma adjusted EBITDA for the fourth quarter of 2008 to be
approximately $619.00 million, an increase of approximately 10.1%
compared to the same period in 2007 on a pro forma basis.  Actual
adjusted EBITDA is expected to be $620.00 million, an increase of
approximately 9.7% compared to 2007.

Charter expects pro forma annual revenues for 2008 of
$6.46 billion, which represents an increase of 8.5% compared to
pro forma 2007, and actual annual revenues to be approximately
$6.47 billion, an increase of 7.9% compared to 2007.  Charter
expects pro forma annual adjusted EBITDA for 2008 of
$2.31 billion, which represents an increase of 10.3% compared to
2007, and actual annual adjusted EBITDA of $2.319 billion, an
increase of 9.9% compared to 2007.

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

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

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

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

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

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

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

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

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

                   About Charter Communications

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

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

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

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

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


CHESAPEAKE ENERGY: Posts $866 Million Loss in 4th Quarter
---------------------------------------------------------
Chesapeake Energy Corporation has released its financial and
operating results for the 2008 full year and fourth quarter.  For
the 2008 full year, Chesapeake reported net income to common
shareholders of $623 million ($1.14 per fully diluted common
share), operating cash flow of $5.178 billion (defined as cash
flow from operating activities before changes in assets and
liabilities) and EBITDA of $3.647 billion (defined as net income
(loss) before income taxes, interest expense, and depreciation,
depletion and amortization expense) on revenue of $11.629 billion
and production of 843 billion cubic feet of natural gas equivalent
(bcfe).  For the 2008 fourth quarter, Chesapeake reported a net
loss to common shareholders of $866 million (a loss of $1.51 per
fully diluted common share), operating cash flow of $1.015 billion
and EBITDA of negative $783 million on revenue of $2.981 billion
and production of 213 bcfe.

The Company's 2008 full year and fourth quarter results include
various items that are typically not included in published
estimates of the company's financial results by certain securities
analysts.  Excluding the items detailed below, Chesapeake
generated adjusted net income to common shareholders for the 2008
full year of $1.954 billion ($3.55 per fully diluted common share)
and adjusted EBITDA of $5.633 billion, increases of 25% and 12%,
respectively, over the 2007 full year.  For the 2008 fourth
quarter Chesapeake generated adjusted net income to common
shareholders of $427 million ($0.73 per fully diluted common
share) and adjusted EBITDA of $1.242 billion.  The excluded items
and their effects on 2008 full year and fourth quarter reported
results are detailed as follows:

     -- an unrealized noncash after-tax mark-to-market gain of
        $434 million for the 2008 full year and $380 million for
        the 2008 fourth quarter resulting from the company's
        natural gas, oil and interest rate hedging programs;

     -- a noncash after-tax impairment charge of $1.73 billion
        for the 2008 full year and for the 2008 fourth quarter
        related to the carrying value of natural gas and oil
        properties and certain midstream assets;

     -- a noncash after-tax impairment charge of $110 million for
        the 2008 full year and for the 2008 fourth quarter
        related to certain  investments;

     -- an after-tax net gain of $144 million for the 2008 full
        year on exchanges of certain of the company's contingent
        convertible senior notes for shares of common stock and
        the early redemption of the company's $300 million 7.75%
        Senior Notes due 2015 and an after-tax gain of
        $163 million in the 2008 fourth quarter on exchanges of
        Contingent convertible senior notes;

     -- an after-tax consent fee of $6 million for the 2008 full
        year paid to amend certain debt covenants contained in
        five of the company's senior note indentures; and

     -- a reduction of net income available to common
        shareholders of $67 million for the full year 2008
        resulting from exchanges of the  company's
        preferred stock for common stock that reduced future
        preferred stock dividend payment requirements.

The excluded items do not affect the calculation of operating cash
flow.

Daily production for the 2008 fourth quarter averaged 2.32 bcfe,
flat compared to the 2.32 bcfe produced per day in the 2008 third
quarter and an increase of 97 million cubic feet of natural gas
equivalent (mmcfe), or 4%, over the 2.22 bcfe produced per day in
the 2007 fourth quarter.  Adjusted for the company's year-end
2007, 2008 second quarter and 2008 third quarter volumetric
production payment sales of 55, 47 and 47 mmcfe per day,
respectively, as well as the company's sale of Woodford Shale and
Fayetteville Shale properties producing 47 and 45 mmcfe per day,
respectively, Chesapeake's sequential and year-over-year
production growth rates were 2% and 14%, respectively.  In
addition, voluntary production curtailments due to low wellhead
natural gas prices totaled approximately 65 mmcfe per day during
the 2008 fourth quarter.

Chesapeake's average daily production for the 2008 fourth quarter
consisted of 2.13 billion cubic feet of natural gas (bcf) and
30,956 barrels of oil and natural gas liquids (bbls).  The
company's 2008 fourth quarter production of 213 bcfe was comprised
of 196 bcf (92% on a natural gas equivalent basis) and 2.8 million
barrels of oil and natural gas liquids (mmbbls) (8% on a natural
gas equivalent basis).

Chesapeake's 2008 full year production of 843 bcfe was comprised
of 775 bcf (92% on a natural gas equivalent basis) and
11.2 mmbbls (8% on a natural gas equivalent basis).  Chesapeake's
average daily production for the full year 2008 of 2.30 bcfe
consisted of 2.12 bcf and 30,656 bbls.  The company's growth rate
for its full year 2008 natural gas production was 18% and its
growth rate for full year 2008 oil production was 14%.  The 2008
full year was Chesapeake's 19th consecutive year of sequential
production growth.

Average Realized Prices, Hedging Results and Hedging Positions
Detailed

Average prices realized during the 2008 fourth quarter (including
realized gains or losses from natural gas and oil derivatives, but
excluding unrealized gains or losses on such derivatives) were
$7.13 per thousand cubic feet (mcf) and $54.80 per bbl, for a
realized natural gas equivalent price of $7.29 per thousand cubic
feet of natural gas equivalent (mcfe).  Realized gains from
natural gas and oil hedging activities during the 2008 fourth
quarter generated a $2.25 gain per mcf and a $1.61 gain per bbl
for a 2008 fourth quarter realized hedging gain of $445 million,
or $2.09 per mcfe.  Excluding hedging activity, Chesapeake's
average realized pricing basis differentials to NYMEX during the
2008 fourth quarter were a negative $2.07 per mcf and a negative
$5.55 per bbl.

By comparison, average prices realized during the 2007 fourth
quarter (including realized gains or losses from natural gas and
oil derivatives but excluding unrealized gains or losses on such
derivatives) were $8.11 per mcf and $72.58 per bbl, for a realized
natural gas equivalent price of $8.43 per mcfe.  Realized gains
from natural gas and oil hedging activities during the 2007 fourth
quarter generated a $1.73 gain per mcf and a $13.66 loss per bbl
for a 2007 fourth quarter realized hedging gain of $287 million,
or $1.40 per mcfe.  Excluding hedging activity, Chesapeake's
average realized pricing basis differentials to NYMEX during the
2007 fourth quarter were a negative $0.59 per mcf and a negative
$4.44 per bbl.

For the 2008 full year, average prices realized (including
realized gains or losses from natural gas and oil derivatives, but
excluding unrealized gains or losses on such derivatives) were
$8.09 per mcf and $70.48 per bbl, for a realized natural gas
equivalent price of $8.38 per mcfe.  Realized gains and losses
from natural gas and oil hedging activities during the 2008 full
year generated a $0.34 gain per mcf and a $24.56 loss per bbl for
a 2008 full year realized hedging loss of $9 million, or $.01 per
mcfe.  Excluding hedging activity, Chesapeake's average realized
pricing basis differentials to NYMEX during the 2008 full year
were a negative $1.30 per mcf and a negative $4.61 per bbl.

By comparison, average prices realized during the 2007 full year
(including realized gains or losses from natural gas and oil
derivatives but excluding unrealized gains or losses on such
derivatives) were $8.14 per mcf and $67.50 per bbl, for a realized
natural gas equivalent price of $8.40 per mcfe.  Realized gains
from natural gas and oil hedging activities during the 2007 full
year generated a $1.85 gain per mcf and a $1.14 loss per bbl for a
2007 full year realized hedging gain of
$1.2 billion, or $1.68 per mcfe.  Excluding hedging activity,
Chesapeake's average realized pricing basis differentials to NYMEX
during the 2007 full year were a negative $0.57 per mcf and a
negative $3.67 per bbl.  During 2006, 2007 and 2008, Chesapeake's
natural gas and oil hedging activities generated a total realized
gain of $2.4 billion, or $1.15 per mcfe.

Estimated Proved Reserves

Chesapeake began 2008 with estimated proved reserves of
10.879 trillion cubic feet of natural gas equivalent (tcfe) and
ended the year with 12.051 tcfe, an increase of 1.172 tcfe, or
11%.  During 2008, Chesapeake replaced 843 bcfe of production with
an estimated 2.015 tcfe of new proved reserves for a reserve
replacement rate of 239%.  Reserve replacement through the
drillbit was 2.545 tcfe, or 302% of production.  This includes
1.248 tcfe of positive performance revisions and 298 bcfe of
negative revisions resulting from natural gas and oil price
decreases between December 31, 2007, and December 31, 2008.
Acquisitions of proved reserves completed during 2008 were 172
bcfe at a cost of $355 million, or $2.06 per mcfe, while sales of
proved reserves during 2008 totaled 702 bcfe for proceeds of
$2.433 billion, or $3.47 per mcfe.  Sales of undeveloped leasehold
during 2008 generated cash proceeds of $5.3 billion versus a cost
basis of the leasehold sold of approximately
$1.1 billion.  Under full cost accounting rules, the difference of
$4.2 billion was not reported as income but rather was credited to
the full cost pool and will consequently lower the company's
future DD&A rate.

Chesapeake's total drilling and net acquisition costs for 2008
were $1.61 per mcfe.  This calculation excludes costs of
$2.387 billion for the acquisition of unproved properties and
leasehold (net of sales), $440 million for capitalized interest on
unproved properties, $314 million for seismic, and $23 million
relating to tax basis step-up and asset retirement obligations,
and also excludes negative revisions of proved reserves from lower
natural gas and oil prices.  Excluding these items and acquisition
and divestiture activity, Chesapeake's exploration and development
costs through the drillbit during 2008 were $2.04 per mcfe (net of
$271 million in drilling carries associated with the Haynesville
and Fayetteville joint ventures).

Chesapeake Eyes Attractive Returns for 2009 & 2010

During 2009 and 2010, Chesapeake anticipates generating attractive
returns and delivering drillbit exploration and development costs
up to 30% - 40% lower than 2008 costs from a combination of lower
service costs and the benefit of using approximately $2.2 billion
of its more than $4 billion of joint venture drilling carries in
three of its Big 4 shale plays.   Accordingly, Chesapeake is
targeting drilling exploration and development costs of
approximately $1.25 and $1.50 per mcfe in 2009 and 2010,
respectively, and believes its maintenance capital expenditure
requirement in 2009 and 2010 will only be approximately 15% and
20%, respectively, of projected operating cash flow.  Chesapeake
anticipates directing approximately 75% of its gross drilling
capital expenditures during 2009 and 2010 to its Big-4 shale
plays.

Balance Sheet Flexibility Maintained & Liquidity Increased

During 2008, Chesapeake strengthened its balance sheet though the
issuance of common stock for $2.6 billion of cash, the exchange of
$455 million of preferred stock for common stock, the exchange of
$765 million of contingent convertible senior notes for common
stock, the sale of proved and unproved properties in multiple
innovative transactions and the addition of $623 million of net
income to common for the 2008 full year.  As a result, the
company's net debt to book capitalization ratio decreased from 47%
at December 31, 2007 to 43% at December 31, 2008.

Chesapeake ended 2008 with cash and cash equivalents on hand of
approximately $1.75 billion.  In the past month, Chesapeake has
issued $1.425 billion in new senior notes and used the proceeds
from the note offerings and cash on hand to reduce borrowings
under its $3.5 billion revolving credit facility.  Additionally,
the company is working to generate at least $1.0 billion of excess
cash in each of 2009 and 2010 through various asset monetization
initiatives.

Over the next two years, Chesapeake plans to reduce its financial
leverage through asset monetizations and through the growth of its
proved reserve base.  As a result of absolute and relative
deleveraging, the company anticipates it will have investment
grade credit metrics by at least year end 2010, including a key
rating agency metric of long-term debt to proved reserves of less
than $0.75 per mcfe.

               About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 30, 2009,
Moody's Investors Service assigned a Ba3 (LGD 4; 69%) rating to
Chesapeake Energy's pending $1 billion offering of senior
unsecured notes due 2015.

The TCR reported on Jan. 30, 2009, that Fitch Ratings assigned
'BB' issuer default and senior unsecured debt ratings.  Fitch also
placed a 'B+' convertible preferred stock rating on the company.
Fitch said that the rating outlook remains negative.

According to the TCR on Jan. 30, 2009, Standard & Poor's Ratings
Services assigned its 'BB' issue rating and '4' recovery rating to
oil and gas exploration and production company Chesapeake Energy
Corp.'s proposed $500 million senior unsecured notes due 2016.
Proceeds will repay outstanding bank debt.


CHRYSLER LLC: Has 70% Chance of Filing Bankruptcy, Says Moody's
---------------------------------------------------------------
Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by General Motors (GM) and Chrysler Automotive
LLC (Chrysler) remains high. The rating agency's comments came in
response to the submission by both companies of their respective
restructuring plans to the U.S. Treasury, in compliance with the
February 17 deadline stipulated in the emergency loan package
established on December 19, 2008.

As a result of the precipitous decline in global automotive
demand, particularly in North America and Europe, GM and Chrysler
have significantly increased their estimates for the amount of
government loans they will need since the submission of their
December 2, 2008 restructuring plan and loan request to the US
Treasury. GM's request for government loans, based on its base
case assumptions, has risen to $22.5 billion from $18 billion, and
Chrysler's request has increased to $9 billion from $7 billion. To
date, government funding to GM has been $13.4 billion with an
additional $6 billion having been made available to GMAC LLC.
Funding extended to Chrysler has been $4 billion, with $1.5
billion having been extended to Chrysler Financial.

Bruce Clark, Senior Vice President with Moody's said, "Despite the
extension of considerable emergency funding to GM and Chrysler and
their finance arms, we continue to see a high risk of a Chapter 11
filing by one or more of the US auto makers with the government
providing DIP financing to promote an orderly bankruptcy process.
We continue to see the probability of such a filing as being in
the area of 70% - the same level we identified in our December
2008 comment on the US auto industry." This risk, as well as the
high likelihood of some form of a distressed exchange for debt
holders, is reflected in Moody's Ca Corporate Family Ratings for
GM and Chrysler. These ratings are unchanged.

Given the significantly increased need for government support,
Moody's expects that the US Treasury is likely to be more
insistent that each company's constituents, particularly creditors
and the UAW, make substantive concessions as part of their
restructuring programs. Key provisions that had been contained in
the Treasury's conditions for extending loans beyond March 31st,
include: 1) the conversion of 2/3 of unsecured public debt to
equity; 2) an agreement with the UAW that 50% of future VEBA
contributions be made in the form of equity; and 3) the narrowing
of the UAW wage and productivity gap with that existing at US
transplant facilities.

Although negotiations in these areas are continuing, final
agreement has not been achieved. Moreover, Moody's remains
concerned that there is a degree of resistance on the part of
creditors and the UAW to make the level of concessions that might
be acceptable to the Treasury and to the governmental panel that
will assess the companies' viability and evaluate the merits of
providing the additional funds that have been requested.

Bruce Clark said, "The government has already put a lot of money
into these companies, and the ripple effects of a filing would be
extremely damaging to the economy. As a result, there may be a
degree of skepticism among creditors and other constituents that
the government will actually allow any of the Detroit-3 to file
for bankruptcy."

However, Clark concluded that, "Because of the potential
reluctance of constituents to make adequate concessions and the
considerable complexity of the reorganization, the government may
in fact have to stand aside and allow one or more companies to
make a Chapter 11 filing as a measure that could accelerate the
restructuring that is necessary."

The last rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


CIMARRON CDO: Moody's Junks Ratings on Four Classes of Notes
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded four
classes of Notes and withdrawn its short-term rating of one class
of notes issued by Cimarron CDO Ltd./ Cimarron CDO Corp., which
consists of significant exposure to a combination of subprime and
Alt-A RMBS, CLO, and Structured Finance CDO securities.  Moody's
explained that the rating actions listed below reflect certain
updates and projections on these asset classes as described below.

According to a press release, on average, Moody's is now
projecting cumulative losses of about 20% for 2006 securitizations
and about 24% for 2007 securitizations.  As a result of the
revised loss projections, in most cases, subordinate Alt-A RMBS
securities are likely to be completely written down.  Moody's is
likely to downgrade the ratings of these securities to Ca or C.
In addition, according to the press release, credit protection
from structural features should provide most senior Alt-A RMBS
bond holders with fairly high recovery rates, although
approximately 80-85% of all senior securities are likely to
experience recoveries consistent with ratings lower than B3.

Moody's revised loss projections for Option ARMs RMBS securities
issued in the US since 2004 which were described in a press
release published on February 5, 2009.  According to the press
release, on average, Moody's is now projecting cumulative losses
of 27% for 2006 and 30% for 2007 vintage Option ARM
securitizations.  Given the revised loss projections Moody's
expects that ratings on most subordinate securities in this review
will be downgraded to Ca or C.  Senior certificates in several
Option ARM transactions have sequential loss allocation after the
mezzanines have been written down.  As a result, the senior most
bonds are likely to be downgraded below Baa3 while senior support
securities are likely to be downgraded to Ca or C.

Moodys announced revisions and updates to certain key assumptions,
including Default Probability and Diversity Score, that it uses to
rate and monitor collateralized loan obligations in a Press
Release published on February 4, 2009.  According to the press
release, Moody's expects that the revised assumptions will have a
significant impact on mezzanine and junior CLO tranches, resulting
in a downgrade of their ratings by three to six notches on
average.

Moody's also announced a ratings review of all U.S. commercial
mortgage backed securities conduit and fusion transactions rated
during the period from 2006 through 2008, and all large loan and
single borrower transactions regardless of vintage in a Press
Release on February 5, 2009.  Based on this press release, low
investment grade and speculative grade rated bonds are likely to
be downgraded by five to six notches on average.

Moody's announced on September 18, 2008 that it is revising its
expected loss assumptions which are used for the surveillance of
ratings of ABS CDOs holding subprime RMBS, specifically of the
second half 2005 -- first half 2007 vintages.  Moody's stated that
for purposes of monitoring its ratings of ABS CDOs with exposure
to subprime RMBS, it will rely on certain projections of the
lifetime average cumulative losses for vintages of RMBS set forth
in a recent Moody's Special Report.  Moody's explained that it
will utilize the range of loss projections primarily set forth in
the report to modify its prior assumptions of the expected loss
inputs when monitoring ABS.

In addition, Moody's explained that the rating actions taken
incorporate the application of revised and updated key modeling
parameter assumptions that Moody's uses to rate and monitor
ratings of SF CDOs.  The revisions affect the three key parameters
in Moody's model for rating SF CDOs: asset correlation, default
probability and recovery rate.  Moody's announced the changes to
these assumptions in a press release published on December 11,
2008.

Moody's initially analyzed and continues to monitor these
transactions using primarily the methodology and its supplements
for ABS CDOs as described in Moody's Special Reports below:

  -- Moody's Approach to Rating Multisector CDOs (9/15/2000)

  -- Moody's Approach To Rating Synthetic Resecuritizations
     (10/29/2003)

  -- Moody's Revisits its Assumptions Regarding Structured
     Finance Default (and Asset) Correlations for CDOs
     (6/27/2005)

  -- Moody's Modeling Approach to Rating Structured Finance Cash
     Flow CDO Transactions (9/26/2005)

The rating actions are:

  -- U.S. $0 CP Notes, Rating Withdrawn; previously on 12/23/2004
     Assigned P-1.

  -- U.S. $25,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due 2040, Downgraded to C; previously on
     12/22/2008 Downgraded to Baa2 and remains Under Review for
     Possible Downgrade.

  -- U.S. $35,000,000 Class A-3 Third Priority Senior Secured
     Floating Rate Notes Due 2040, Downgraded to C; previously on
     12/22/2008 Downgraded to Ba1 and remains Under Review for
     Possible Downgrade.

  -- U.S. $20,000,000 Class B Senior Secured Deferrable Fixed
     Rate Notes Due 2040, Downgraded to C; previously on
     12/22/2008 Downgraded to Caa3 and remains Under Review for
     Possible Downgrade.

  -- U.S. $34,370,106 Class C Junior Secured Deferrable Fixed
     Rate Notes Due 2040, Downgraded to C; previously on
     12/22/2008 Downgraded to Caa3 and remains Under Review for
     Possible Downgrade.

On the Closing Date, Moody's assigned a P-1 rating to the U.S. $0
CP Notes as if it had been issued by the Issuer.

The Moody's assigned ratings to the CP Notes have been withdrawn
due to the current zero balance.  Moody's additionally considered
the likelihood that JP Morgan & Co. will exercise its right to
waive the obligation of advancing monies per the 364-Day Liquidity
Facility Agreement due to the imminent breach of $90,000,000 of
pool losses.


CLEARWATER NATURAL: Gets Green Light to Hire Parkman Whaling
------------------------------------------------------------
Clearwater Natural Resources, LP, Miller Bros. Coal, LLC, and
Clearwater Natural Resources, LLC received permission from the
Hon. William S. Howard of the U.S. Bankruptcy Court for the
Eastern District of Kentucky to employ Parkman Whaling LLC as
their investment bankers and financial advisors.

The Debtors need a qualified and experienced investment banker and
financial advisor to assist it in pursuing a transaction, whether
an M&A Transaction, Financing Transaction or Restructuring
Transaction.  The Debtors note that Parkman Whaling is generally
familiar with their business, and has a recognized expertise in
the energy industry as a whole. The Debtors believe that Parkman
Whaling has the requisite qualifications and experience to serve
as their investment banker and financial advisor.

Pursuant to the parties' agreement, the Debtors propose to pay
Parkman Whaling on a monthly basis at a rate of $75,000 per month
plus expenses, paid monthly in advance. The Debtors will also pay
Parkman Whaling a $500,000 fee in connection with the consummation
of a Transaction.

Parkman Whaling's contact information:

   Parkman Whaling LLC
   Attn: Thomas B. Hensley, Jr.
   600 Travis, Suite 600
   Houston, TX 77002-2733
   Tel: (713) 333-8400
   Fax: (713) 333-8420

Parkman Whaling's Thomas B. Hensley, Jr., affirms that the firm
neither holds nor represents "an interest adverse to the estate"
within the meaning of Section 327(a) of the Bankruptcy Code, and
that Parkman Whaling is a disinterested  person" within the
meaning of Section 101(14).

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


CLEARWATER NATURAL: Taps Stites & Harbison as Special Counsel
-------------------------------------------------------------
Clearwater Natural Resources, LP, Miller Bros. Coal, LLC, and
Clearwater Natural Resources, LLC seek permission from the Hon.
William S. Howard of the U.S. Bankruptcy Court for the Eastern
District of Kentucky to employ Stites & Harbison, PLLC, as their
special counsel with regard to matters related to regulatory
enforcement, environmental permitting, mineral lease and law
issues, and possible litigation associated therewith.

Stites & Harbison has provided legal services to Miller Bros. in
the Commonwealth of Kentucky during the last year, during which
time it has handled Miller Bros.'s legal needs with respect to
specific matters related to regulatory enforcement, environmental
permitting, and mineral law issues, and has developed significant
familiarity and experience with these matters.

For the services, the Debtors propose to pay the firm according to
its hourly rates:

     Professional                     Hourly Rate
     ------------                     -----------
     Members                          $250 - $500
     Associates                       $180 - $290
     Paralegals                       $100 - $150

The attorneys and paralegals expected to render services to the
Debtors are:

     Professional          Position   Hourly Rate
     ------------          --------   -----------
     Thomas E. Meng        Member     $360
     Stephen G. Allen      Member     $330
     Jennifer E. Drust     Associate  $180

Stites & Harbison's contact information:

     Stites & Harbison, PLLC
     250 W. Main Street, Suite 2300
     Lexington, KY 40507
     Tel: (859) 226-2300
     Fax: (859) 253-9144

Thomas E. Meng, Esq., a member at the firm, attests that Stites &
Harbison represents no interest adverse to the Debtors or their
estates in the matters for which it is proposed to be retained and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Meng discloses that Stites & Harbison represents two of Miller
Bros.' creditors, Indemnity National Insurance Company and Quanta
Indemnity Company, but representation of the two creditors is not
an interest adverse to the Debtors under Section 327(c) and (e) of
the Bankruptcy Code, and the firm has obtained conflict of
interest waivers from all relevant parties.

Mr. Meng also notes that Stites & Harbison has received no
payments from the Debtors on account of services rendered or to be
rendered in contemplation of or in connection with the cases.  He
also relates that Stites & Harbison has informed the Debtors that
the costs and expenses it incurred on behalf of Miller Bros. after
January 7, 2009, have been minimal, and are estimated to be no
more than $2,400.  Additionally, Stites & Harbison is owed roughly
$12,876 for services performed prior to the Petition Date, which
will be paid in the ordinary course, as permitted by Sections
327(c) and (e).

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


CLEARWATER NATURAL: Panel Taps Blank Rome as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Clearwater Natural Resources, LP's subsidiary, Miller
Bros. Coal, LLC, sought and obtained permission from the Hon.
William S. Howard of the U.S. Bankruptcy Court for the Eastern
District of Kentucky to retain Blank Rome LLP as its bankruptcy
counsel in the Debtors' cases.

The primary members of the Blank Rome engagement team for the
Committee and their hourly rates are:

     Professional                     Hourly Rate
     ------------                     -----------
     John Lucian                      $425
     Regina Stango Kelbon             $580
     Kevin Baum                       $440
     Gregory Vizza                    $245

Other Blank Rome professionals that may be required to render
service for the Committee will be paid at these rates:

     Professional                     Hourly Rate
     ------------                     -----------
     Partners and counsel             $380 - $625
     Associates                       $245 - $380
     Paralegals                       $105 - $265

The firm will also be reimbursed for work-related expenses.

John Lucian, Esq., a partner at Blank Rome, attests that his firm
does not represent any entity that has an adverse interest in
connection with the Chapter 11 cases.

                     About Clearwater Natural

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


CLEARWATER NATURAL: Panel Hires John Morgan as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Clearwater Natural Resources, LP's subsidiary, Miller
Bros. Coal, LLC, sought and obtained permission from the Hon.
William S. Howard of the U.S. Bankruptcy Court for the Eastern
District of Kentucky to retain John O. Morgan, Jr., as its local
and conflicts counsel.

The Committee needs the services of a local attorney to assist the
panel in the recovery of estate assets.

Mr. Morgan attests that he has no connections with the Debtors,
any of the creditors, or their professionals, and other parties-
in-interest; and that he is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm charges $275 per hour for attorneys and $110 per hour for
paralegals.

                     About Clearwater Natural

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


CONCORD CAMERA: Enters Into Sale Pacts With Bao on Joint Stock
--------------------------------------------------------------
On February 6, 2009, Concord Camera HK Limited, a subsidiary of
Concord Camera Corp., entered into various agreements with Bao On
Joint Stock Company providing for the sale of Concord Camera HK's
registered land and buildings in The People's Republic of China
and certain temporary buildings and equipment and facilities
located thereon.  The purchase price for the Real Estate and
Facilities is RMB34,500,000, which is approximately US$5,047,180
at the exchange rate in effect on February 12, 2009.  The terms of
the Agreement provide that Bao is responsible for all taxes
attributable to the sale of the registered land and buildings and
Concord Camera HK is responsible for all taxes attributable to the
sale of the temporary buildings, equipment and facilities.

On February 6, 2009, Bao paid RMB2,500,000, which is approximately
US$365,738 at the exchange rate in effect on February 12, 2009,
into an account designated by Concord Camera HK as a deposit.
Pursuant to the Agreement, Bao is required to pay the
RMB34,500,000 purchase price into an account designated by Concord
Camera HK on or before February 20, 2009.  Upon payment of the
RMB34,5000,000 purchase price by Bao, the RMB2,500,000 deposit
will be credited back to Bao for purposes of paying the taxes
attributable to the sale of the registered land and buildings.
Bao's obligation to pay the RMB34,500,000 purchase price on or
before February 20, 2009, and to proceed with the transaction is
not subject to any financing conditions.  If Bao fails to deposit
the RMB34,500,000 amount on or before February 20, 2009, the
RMB2,500,000 deposit will be forfeited to Concord Camera HK.  The
sale of the Real Estate and Facilities will be completed and the
RMB34,500,000 purchase price will be released to Concord Camera HK
upon the local government authorities completing the transfer of
the real estate certificates to Bao.

The RMB34,500,000 purchase price includes a leaseback of the Real
Estate and Facilities pursuant to which Concord Camera HK will
lease a portion of the Real Estate and Facilities for up to six
months, at no additional cost to Concord Camera HK, to complete
the wind down and liquidation process in the PRC.

                      About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.

The Troubled Company Reporter reported on November 3, 2008, that
the Plan of Liquidation contemplates an orderly wind down of the
company's business and operations, the monetization of the
company's non-cash assets, the satisfaction or settlement of its
remaining liabilities and obligations and one or more
distributions to its shareholders.  In connection with the board's
approval of the Plan of Liquidation, the company also said that it
has ceased manufacturing and terminated certain of its employees
and, if the company's shareholders approve the Plan of
Liquidation, will terminate its remaining employees throughout the
wind down period.

The TCR added that if the company's shareholders approve the Plan
of Liquidation, the company intends to file a certificate of
dissolution, sell and monetize its non-cash assets, satisfy or
settle its remaining liabilities and obligations, including
contingent liabilities and claims, and make one or more
distributions to its shareholders of cash available for
distribution.  In connection with the shareholder approval of the
Plan of Liquidation, the company expects to delist its shares from
NASDAQ.

The TCR reported on Feb. 6, 2009, that on January 30, 2009,
Concord Camera Corp. notified the NASDAQ Stock Market of its
intent to delist its common stock from the NASDAQ Global Market.
The Company currently anticipates that, on or about February 9,
2009, it will file with the Securities and Exchange Commission and
NASDAQ a Form 25 relating to the delisting of its common stock.
The Company expects that trading in the Company's common stock
will be suspended on the date the Form 25 is filed, with the
official delisting of its common stock becoming effective ten days
thereafter.


CONTEC INNOVATIONS: Files for Bankruptcy; KPMG Named as Trustee
---------------------------------------------------------------
Contec Innovations Inc. said on February 11 that it has made a
voluntary assignment in bankruptcy.  Contec blamed the present
financial environment and its inability to secure additional
funding or other reasonable strategic alternatives.

KPMG Inc. has been appointed the Trustee in bankruptcy. In
addition, Ma Yu has resigned as a director and Sean Alger has
resigned as Chief Financial Officer.

Don Lay, the remaining director and officer is working with KPMG
Inc. to maximize value to the creditors and shareholders. The
Company wishes to thank its shareholders, customers, suppliers,
employees and other stakeholders for their support over the years.
Questions may be directed to the Trustee as:

     KPMG Inc.
     777 Dunsmuir Street
     P.O. Box 10426, Pacific Centre
     Vancouver, BC V7Y 1K3
     Attention: Rob Richards
     Telephone:    604-646-6360
     Fax:          604-691-3036
     Email:        robrichards@kpmg.ca

                     About Contec Innovations

Contec Innovations Inc. (TSXV: BUZ) -- http://www.contec.caor
http://www.buzmob.com/-- operates the BUZmob(tm) mobile
publishing service. BUZmob(tm) delivers digital content to mobile
users on any device, on any network, anywhere in the world.
BUZmob(tm) is powered by Contec's Hornet(tm), a mobile data
infrastructure solution that accelerates the creation and rollout
of mobile data services.  Headquartered in Vancouver, Canada,
Contec has a sales and support office in Beijing, China.


CONTECH LLC: Sec. 341 Meeting of Creditors Slated for March 9
-------------------------------------------------------------
A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code has been scheduled in the bankruptcy cases of Contech U.S.,
LLC and its debtor-affiliates for March 9, 2009, at 2:00 p.m. ET.

The meeting will be held at:

      United States Bankruptcy Court
      211 West Fort Street
      3rd Floor, Room 315D
      Detroit, MI 48226

Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the Debtor appear at the Meeting of
Creditors for the purpose of being examined under oath by a
representative of the Office of the United States Trustee and by
any interested parties that attend the meeting.  Creditors are
welcome, but not required, to attend the meeting.  The Meeting of
Creditors may be continued or adjourned by notice at the meeting,
without further written notice to creditors.

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


CONTECH LLC: Seeks to Hire Carson Fischer as Local Counsel
----------------------------------------------------------
Contech U.S., LLC, and its debtor-affiliates seek to employ Carson
Fischer, P.L.C., as their local bankruptcy counsel, to assist
their lead counsel in prosecuting their Chapter 11 cases and all
related matters.

Contech U.S. notes that Carson Fisher possesses nationally
recognized expertise in automotive insolvency matters, having been
actively involved in numerous Chapter 11 cases involving Tier I
and II automotive parts suppliers.

Carson Fischer's hourly rates are:

     Professional                     Hourly Rate
     ------------                     -----------
     Partners                         $350 - $550
     Associates                       $175 - $345
     Law clerks                       $110
     Legal assistants                 $125

Robert A. Weisberg, Esq., a partner at the firm, ascertains that
his firm does not hold or represent an interest adverse to the
estates, and is disinterested as defined in Sec. 101(14) of the
Bankruptcy Code.

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


CONTECH LLC: Seeks to Employ Huron as Financial Consultants
-----------------------------------------------------------
Contech U.S., LLC, and its debtor-affiliates require the services
of financial consultants.  In this regard, the Debtors seek
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Huron Consulting Group.

The Debtors will look to Huron to:

   1. assist the management team in the development of strategic
      alternatives analysis focused on all viable opportunities
      available to the Company and provide a recommended course
      of action; and facilitate discussions and educate the
      Company's creditors regarding the viable alternatives;

   2. provide certain services related to the potential sale of
      the Debtors' Steel Products Group and Contech Operating UK,
      Ltd., including running a competitive sale process between
      potential purchasers to optimize the price and terms of the
      deal;

   3. assist in the management of the Company's daily liquidity,
      and in the preparation of cash flow and liquidity
      projections, updated financial forecasts, and in the
      preparation of feasibility analysis in connection with the
      Company's restructuring efforts; and

   4. assist and provide other support to the bankruptcy counsel
      in the preparation of a Chapter 11 plan of reorganization
      and disclosure statement.

Huron's hourly rates are:

     Professional                     Hourly Rate
     ------------                     -----------
     Managing director                $715 - $650
     Director                         $590 - $525
     Manager                          $450 - $400
     Associate                        $375 - $300
     Analyst                          $275 - $225

The Debtors propose to reimburse the firm for work-related
expenses.

John C. DiDonato, a managing director at Huron, ascertains that
his firm does not have an interest materially adverse to the
Debtors, their estates or any class of creditors or equity
security holders, and that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

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


CONTECH LLC: Gets Permission to Engage KCC as Claims Agent
----------------------------------------------------------
The Hon. Steven W. Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized Contech U.S., LLC, and its
debtor-affiliates to employ Kurtzman Carson Consultants LLC as
their claims, noticing and balloting agent.

According to the Debtors, the thousands of creditors and other
parties-in-interest involved in their Chapter 11 cases may impose
heavy administrative and other burdens on the Court and the Office
of the Clerk of Court.  The Debtors engaged KCC to relieve the
Court and the Clerk's office of these burdens.

The Debtors and KCC entered into an agreement for services, dated
as of January 24, 2009.  The Debtors have provided KCC with a
$25,000 security retainer.

James Le, Chief Operating Officer of KCC, affirms that the firm
does not hold or represent an interest adverse to the Debtors'
estates, and that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

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


CROWN MEDIA: Dec. 31 Balance Sheet Upside Down by $67.7 Million
---------------------------------------------------------------
Crown Media Inc.'s December 31, 2008, balance sheet showed total
assets of $38,690,000 and total liabilities of $88,940,000,
resulting in total stockholders' deficit of $67,766,000.

Total revenues for the three months ended December 31, 2008
decreased to approximately $10.8 million compared with
approximately $12.5 million for the same period in 2007.

Operating expenses, before depreciation and amortization, for the
three months ended December 31, 2008, dropped 6.8% to $7.9 million
compared with $8.4 million for the fourth quarter in 2007.
Corporate and administrative expenses for the fourth quarter of
2008 were approximately $0.5 million compared to $1.2 million for
the three months ended December 31, 2007.  Depreciation of
property and equipment totaled approximately $0.3 million for each
of the three months ended December 31, 2008 and 2007.
Amortization expense in connection with definite-lived intangible
assets acquired in the acquisition of the Jonesboro Group was
approximately $0.17 million for each of the three months ended
December 31, 2008 and 2007.  Interest expense incurred in
connection with the Company's Credit Facilities was approximately
$2.9 million and $3.1 million for the three months ended
December 31, 2008 and 2007, respectively.

Amortization of costs incurred in connection with the Company's
Credit Facilities were approximately $0.4 million for the three
months ended December 31, 2008, compared to $0.3 million for the
three months ended December 31, 2007.  Income tax expense was
approximately $0.05 million and $2.6 million for the three and six
months ended December 31, 2008 and 2007, respectively.

Loss from discontinued operations was $0 and $16.8 million for the
three months ended December 31, 2008 and 2007, respectively.

The Company's net loss available to common shareholders is
approximately $1.6 million and $25.0 million for the three months
ended December 31, 2008 and 2007, respectively.

As of December 31, 2008, the Company had negative working capital
of approximately $68 million and it failed to meet certain
financial loan covenants contained in its loan agreements.  On
January 3, 2009, subsequent to the quarter ended December 31,
2008, the Company failed to make a $1.1 million interest payment,
which constitutes an additional violation of its loan covenants.
As a result of not being in compliance with its loan facility
covenants as of December 31, 2008, the Company classified all of
its loan facility debt as a current liability to reflect the
option its lenders have to call its debt at any time.  The Company
is currently negotiating with its lenders to restructure its
credit facilities, waive these violations or reset the due dates
of this debt.  The Company has $2.6 million of tax liabilities
which began to come due on September 15, 2008.  In order to meet
these tax obligations the Company has been negotiating with the
appropriate authorities to arrange payment plans to spread these
payments over an extended period of time.  If the Company is not
successful in some or all of these situations, it may not have
sufficient liquidity to operate: 1) generate positive operating
cash flow to meet its current operating obligations as they become
due; 2) restructure its credit facilities to alleviate the
possibility of its banks calling its debt at any time; and 3) in
the case of its tax obligations, successfully renegotiating its
payment plans with the taxing authorities.

"These factors raise substantial doubt as to our ability to
continue as a going concern," Mark G. Meikle, executive vice
president and chief financial officer, said.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39b0

                         About Triple Crown

Headquartered in Lawrenceville, Georgia, Triple Crown Media Inc.
(Nasdaq: TCMI) -- http://triplecrownmedia.com/-- owns and
operates six daily newspapers and one weekly newspaper in Georgia.


DANA CORP: Bank Loan Continues Slide in Secondary Market Trading
----------------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 38.25 cents-on-the-
dollar during the week ended February 13, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.75 percentage points from
the previous week, the Journal relates.  Dana pays interest at 375
points above LIBOR.  The bank loan matures on January 31, 2015.
The bank loan carries B3 Moody's rating and B+ S&P rating.

Participations in a syndicated loan under which fellow parts maker
Lear Corp. is a borrower traded in the secondary market at 46.05
cents-on-the-dollar during the week ended February 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.06
percentage points from the previous week, the Journal relates.
Lear pays interest at 250 points above LIBOR.  The bank loan
matures on March 29, 2012.  The bank loan is unrated.

As reported by the Troubled Company Reporter on February 4, 2009,
the loan traded in the secondary market at 42.50 cents-on-the-
dollar for the week ended January 30, 2009, representing a drop of
3.38 percentage points from the previous week.

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believe the benefit from Dana's ongoing initiative to optimize its
manufacturing footprint will fall short of S&P's previous near-
term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANKA BUSINESS: Reports Increased Distribution to ADS Holders
-------------------------------------------------------------
On February 11, 2009, Danka Business Systems PLC (OTC BB:
DANKY.OB) reported that, following discussions between the
Company's convertible participating shareholders and certain
holders of Danka's American Depositary Shares, the Participating
Shareholders have agreed to an increase in the amount payable out
of the proceeds of the proposed Members' Voluntary Liquidation to
all persons who hold Danka ADSs as at the time at which the MVL
commences to a cash payment equal to $0.12 per ADS or $0.03 per
ordinary share.

The Company also disclosed that, pursuant to a voting agreement
entered into among certain holders of Danka ADSs, including DCML
LLC and Ironwood Investment Management, LLC, and the Company on
February 11, 2009, each of the Committed Holders has agreed to
vote their entire respective holdings of Danka ADSs in favor of
the MVL and related resolutions to be proposed at the
Extraordinary General Meeting of the Company to be held on
February 19, 2009.

The Committed Holders collectively hold the right to vote
approximately 25,558,409 ADSs, which represent 102,233,636
ordinary shares, representing approximately 27% of the voting
rights exercisable at the EGM.  Cypress Merchant Banking Partners
II L.P. and certain of its affiliates, which collectively hold
Participating Shares representing approximately 29.9% of the
voting rights exercisable at the EGM, have affirmed their
agreement to vote in favor of the MVL and related proposals.

The obligations of the Participating Shareholders under a deed of
undertaking entered into with the Company to, among other things,
instruct the liquidators appointed in the MVL to make the
increased payment to all persons who hold Danka ordinary shares
and ADSs are conditional on the resolution to approve the MVL
being duly approved by the requisite majority at the EGM-i.e., by
the affirmative vote of 75% or more of the votes cast-and such
obligations of the Participating Shareholders will terminate on
the earlier of (i) February 28, 2009, and (ii) the resolution to
approve the MVL to be proposed at the EGM failing to be approved
by the requisite majority at the EGM.

If Danka shareholders do not approve the MVL, there is no
guarantee that any future alternative chosen by the Company's
Board of Directors to distribute the Company's net cash will
result in any return to ADS holders.  In addition, there can be no
guarantee that, should the proposed MVL not be approved at the
EGM, the holders of the Participating Shares will not take
action(s) that may be available to them under applicable law, for
example seeking an involuntary winding up of the Company, to
recover amounts to which they are entitled pursuant to the
Company's Articles of Association and which must be paid to them
before ADS holders are entitled to receive any return on a winding
up of the Company.  Accordingly, in an involuntary liquidation, it
is unlikely that ADS holders would receive any distribution.  The
Company has been advised by the Cypress Shareholders that they
intend to file an application in the near future seeking the
involuntary winding up of the Company under the provisions of the
UK Insolvency Act.  The Cypress Shareholders have also informed
the Company that, in the event that the MVL is rejected once
again, they will seek the support of the Company's management and
Board of Directors for the involuntary liquidation application.

The Company's Board of Directors -- with the two directors
appointed by the Cypress Shareholders abstaining -- continues to
recommend that Danka shareholders vote in favor of the resolutions
to be proposed at the EGM.

Further information regarding the resolutions to be proposed at
the EGM is set forth in the Notice of Extraordinary General
Meeting and proxy statement filed with the SEC on January 20,
2009, and mailed to holders of ADSs on or about that date.  ADS
holders are encouraged to read the proxy statement, including its
annexes, in its entirety.

The Company urges ADS holders to act promptly so that their votes
can be represented at the EGM.  ADS holders must submit their
voting instructions in time for such instructions to be received
by The Bank of New York Mellon, as depositary, no later than 5:00
p.m. (New York time) on February 17, 2009.  A voting instruction
form to be used by holders of Danka ADSs in connection with the
resolutions to be proposed at the EGM accompanied the proxy
statement previously mailed to ADS holders.

If any ADS holder would like to change any voting instructions
that have already been returned, please contact the Company's
proxy solicitor, Innisfree M&A Incorporated, as quickly as
possible.  Holders may contact Innisfree toll-free at (888) 750-
5834, with any questions about the MVL and the EGM, including the
procedures for voting Danka ADSs.

                   About Danka Business Systems

Headquartered in St. Petersburg, Florida, Danka Business Systems
PLC (LON: DNK) -- http://www.danka.com/-- offers document
solutions including office imaging equipment: digital and color
copiers, digital and color multifunction peripherals printers,
facsimile machines, and software in the United States.  It also
provides a range of contract services, including professional and
consulting services, maintenance, supplies, leasing arrangements,
technical support and training, collectively referred to as Danka
Document Services.

The company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.

On Aug. 31, 2006, the company sold its subsidiary, Danka
Australasia PTY Limited to Onesource Group Limited.  In January
2007, the company disposed of its European businesses to Ricoh
Europe B.V.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on July 24, 2008,
Ernst & Young LLP in Tampa, Fla., raised substantial doubt about
Danka Business Systems PLC's ability to continue as a going
concern after auditing the company's financial statements for the
year ended March 31, 2008.  The auditing firm stated that the
company has incurred recurring operating losses, has a working
capital deficit and has not complied with certain covenants of
loan agreements with a bank.  In addition, on June 27, 2008, the
company sold its remaining operations to Konica Minolta Business
Solutions U.S.A., Inc.

As of December 31, 2008, the Company's balance sheet showed total
assets of $74,371,000, total liabilities of $10,045,000 and 6.5%
senior convertible participating shares of $388,191,000, resulting
in total shareholders' deficit of $323,865,000.


DAYTON SUPERIOR: Extends Exchange Offer for 13% Notes Until March
-----------------------------------------------------------------
Dayton Superior Corporation extended the exchange expiration date
for its private exchange offer with respect to its 13% Senior
Subordinated Notes due 2009 and concurrent consent solicitation.
The exchange expiration date has been extended until 11:59 p.m.
EST, on March 13, 2009.

The exchange expiration date had been scheduled for 11:59 p.m.
EST, on Feb. 13, 2009.  The withdrawal expiration date expired at
11:59 p.m. EST, Dec. 1, 2008, and has not been extended.  The
early consent deadline expired at 5:00 p.m. EDT, on July 25, 2008,
and has not been extended. As of the close of business on Feb. 11,
2009, approximately $9.6 million in aggregate principal amount of
the 13% Senior Subordinated Notes due 2009 have been tendered and
not withdrawn.

The exchange offer is being made only to qualified institutional
buyers and institutional accredited investors inside the United
States and to certain non-U.S. investors located outside the
United States.

Headquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North
American provider of specialized products consumed in non-
residential, concrete construction, and a concrete forming and
shoring rental company serving the domestic, non-residential
construction market.  The company's products are used in non-
residential construction projects, including infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings, and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.  Dayton
Superior offers more than 20,000 catalogued products.

                           *     *     *

As reported by the Troubled Company Reporter on January 28, 2009,
Standard & Poor's Rating Services said it lowered its ratings on
Dayton Superior Corp.  S&P lowered the corporate credit rating to
'CCC' from 'CCC+' and removed all ratings from CreditWatch, where
they were placed with negative implications on Aug. 14, 2008.  The
outlook is negative.


DELPHI CORP: GM Buyback of Sites to Partly Fund Exit Financing
--------------------------------------------------------------
Thomas Hartley at Business First of Buffalo reports that Delphi
Corp. said that a sale of some properties to General Motors Corp.
is being discussed.

GM's restructuring plan contemplates the purchase of certain sites
from Delphi that represent an important source of supply for the
GM and potential incremental liquidity support.  A portion of
Delphi's exit funding needs would be satisfied through the
proceeds from the sale of sites to GM.

Delphi is also seeking to address its underfunded pension plans
and to secure exit financing to successfully emerge from
bankruptcy.  Based on current agreements with Delphi, GM is
required to absorb the remaining hourly pension plan only under
certain conditions, which are not currently expected to be met.
GM has no obligation to absorb Delphi's salaried pension plan.  As
such, the federal loan support outlined in the restructuring plan
does not contemplate the transfer of either the hourly or salaried
pension plans to GM.  Delphi is unlikely to be able to support
these underfunded pension plans going forward and may need to
terminate these plans, which would impact the Pension Benefit
Guaranty Corporation.  PBGC is an independent agency of the United
States government that was created by the Employee Retirement
Income Security Act of 1974 to encourage the continuation and
maintenance of voluntary private defined benefit pension plans,
provide timely and uninterrupted payment of pension benefits, and
keep pension insurance premiums at the lowest level necessary to
carry out its operations

Given current capital market environments, it is uncertain whether
Delphi will be able to raise the balance of the funding necessary
to exit bankruptcy.  If Delphi is unsuccessful in addressing its
underfunded pension plans and raising exit financing, it would
represent a significant risk to GM's revised Plan.  GM would have
to consider alternative strategies, including utilizing other
sources of supply, although it would require some time to
accomplish.

         GM Proposes Credit Insurance Program for Suppliers

GM has proposed in its restructuring plan that the government
create by March a credit insurance program, or a government
sponsored factoring program, for original equipment manufacturer
(OEM) receivables.

Large production cuts, especially in the first quarter of 2009,
have severely affected cash flow and liquidity for the automotive
supply chain.  Suppliers are trying to reduce costs and breakeven
points and conserve cash, but there is a limit to what can be done
in the short term.  Many of the suppliers' lenders are reluctant
to include domestic OEM receivables in their borrowing base
calculations because of concerns about OEM viability, impairing
supplier liquidity when it is most needed.  Some suppliers face
the possibility of a going-concern qualification from their
auditors based in part on their receivable exposures.  Going
concern qualifications can trigger loan and bond defaults and make
raising new capital nearly impossible, placing the survival of the
affected supplier in jeopardy.

Under the credit program GM is proposing, the government would
guarantee OEM receivables up to a certain limit.  The OEMs would
select participating credit insurance providers, or supply chain
financing providers, based on a competitive process, and suppliers
would enroll in the program as they deem necessary, and pay
insurance and processing fees.  GM estimates that
$4.5 billion would be needed for the program through 2011 for
direct material and logistics suppliers, with eligible GM
receivables limited to those associated with the supplier's U.S.-
based manufacturing operations.  GM believes the program needs to
be in place by March 2009 as there will be significant working
capital requirements to support the planned increase in the GM
production schedule, following very low production levels in
January and February.

The proposed program, according to GM, guarantees eventual payment
of the affected receivables, allowing suppliers access to
financing.  The program would significantly improve the
availability of private capital to the supply base without direct
government outlay, most likely avoiding a wave of supplier
bankruptcies and disruptions in the shared automotive supply
chain.  As GM demonstrates its viability, as suppliers restructure
and consolidate in an orderly fashion, and as GM migrates its
supply base to suppliers with the highest long-term viability, the
need for the program would be reduced and eventually eliminated,
without expense to the Government.

GM has been moving new and current programs to healthier suppliers
and will accelerate this process significantly in 2009-2011.  GM
projects a 30 percent reduction in the number of suppliers to
General Motors' North American operations.  GM expects the North
American supply base to continue to deliver annual material
performance over the viability plan period.  GM's strategy is to
continue improving supply base health by partnering with suppliers
who are cost-effective and have invested in innovative products
and technologies.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Remains Committed to Emerging From Chapter 11
----------------------------------------------------------
Delphi Corp. (PINKSHEETS: DPHIQ) says it has been engaged in
lengthy discussions with GM regarding certain matters related to
our emergence from Chapter 11.

"Delphi remains focused on emerging from Chapter 11 as soon as
practicable, maximizing return for our stakeholders and preserving
the accumulated pension benefits of our employees," according to a
Delphi statement in response to GM's viability plan submitted to
the Treasury on February 17.

"We are currently engaged in discussions with GM regarding, among
other issues, the possible sale of certain Delphi U.S.
manufacturing facilities to GM.  Should these transactions
materialize, we will notify all affected employees and engage in
discussions with our customers to ensure the orderly and
uninterrupted supply of product to their operations. Additionally,
we will work with impacted suppliers on related matters."

Meanwhile, according to Bloomberg, Delphi, as part of its plans to
cut costs, said it is cutting 775 jobs, or 20 percent of the work
force, at its steering components operation in Saginaw, Michigan.
The business is under contract to be sold to Platinum Equity LLC,
but the sale remains pending.

Delphi Corp., in May 2008, sued Appaloosa and other parties in
light of their refusal to comply with their prior agreement to
provide US$2,550,000,000 in equity exit financing to Delphi.
Appaloosa's termination of their Equity Purchase and Commitment
Agreement stalled the consummation of Delphi's Plan of
Reorganization, which was confirmed by the Court January 25,
2008, and kept Delphi in Chapter 11.  Delphi, on October 3, filed
modifications to their Plan of Reorganization, which would allow
Delphi to exit Chapter 11 regardless of the outcome of their
lawsuit for specific performance by the Plan Investors.  The
Modified Plan does not require equity exit financing from the Plan
Investors, and only contemplates a US$3.75 billion of funded
emergence capital through a combination of term bank debt and
rights to purchase equity in Reorganized Delphi.  The Modified
Plan also requires more funding by General Motors Corp.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELTEK INC: Dec. 31 Balance Sheet Upside Down by $53.8 Million
--------------------------------------------------------------
On February 12, 2009, Deltek, Inc. (Nasdaq: PROJ), the leading
provider of enterprise applications software for project-focused
businesses, reported financial results for its fourth quarter and
full year ended December 31, 2008.

                    Fourth Quarter 2008 Results

Total revenue for the fourth quarter of 2008 was $71.7 million,
compared with $77.0 million in the prior year period.  License
revenue for Q4 was $19.8 million, compared to $27.1 million in the
fourth quarter of 2007. Consulting services revenue for Q4 was
$21.9 million, compared to $22.3 million in the prior year period.
Maintenance and support revenue in the fourth quarter of 2008 was
$30.0 million, compared to $27.4 million in Q4 2007.

Non-GAAP net income for the fourth quarter of 2008 was
$8.5 million, or $0.20 per diluted share, compared to $9.2
million, or $0.21 per diluted share, in the fourth quarter of
2007.  GAAP net income for the fourth quarter of 2008 was $6.1
million, or $0.14 per diluted share, compared to $7.1 million, or
$0.16 per diluted share, in the fourth quarter of 2007.

Non-GAAP net income excludes the net-of-tax impact of stock-based
compensation, retention payments associated with the Company's
2005 recapitalization, amortization of acquired intangible assets,
restructuring charges and New Mountain Capital fees.

"In the face of increasing economic uncertainty, we are pleased
with our ability to achieve our Q4 revenue objectives, exceed our
profit goals and generate strong cash flow. Our results reflect
the continuing strength of our government contracting business,
combined with our focus on expanding service margins and
maintaining strong expense controls," said Kevin Parker, Deltek
president and CEO.  "Despite the tough economic climate, in 2008
we achieved record total revenue, increased profitability,
reported record operating cash flow, added 450 new customers to
our installed base and achieved near double-digit license growth
in our core government contracting business."

                      Full-Year 2008 Results

Total revenue for 2008 was $289.4 million, compared with $278.2
million in 2007.  License revenue for 2008 was $77.4 million,
compared to $87.1 million in 2007.  Consulting services revenue
for 2008 was $91.6 million, compared to $83.4 million in 2007.
Maintenance and support revenue in 2008 was $115.7 million,
compared to $102.9 million in 2007.

Non-GAAP net income for 2008 was $32.4 million, or $0.73 per
diluted share, compared to $29.5 million, or $0.71 per diluted
share, in 2007. Full-year 2008 GAAP net income was $23.5 million,
or $0.53 per diluted share, compared to $22.5 million, or $0.54
per diluted share, in 2007.

Non-GAAP net income excludes the net-of-tax impact of stock-based
compensation, retention payments associated with the Company's
2005 recapitalization, amortization of acquired intangible assets,
restructuring charges and New Mountain Capital fees.

                        Recent Highlights

   * Q4 cash flow from operations increased more than 35% to $9.5
     million, compared to $7.0 million in the prior-year period,
     resulting in a cash balance of $35.8 million at December 31,
     2008. For 2008, cash flow from operations increased over 120%
     to $42.6 million, a new Company record.

   * During Q4, Deltek added 130 new customers, a 9% increase over
     Q4 2007. For the year, Deltek added 450 new customers, a 7%
     increase over 2007.

   * Deltek launched GovStart, a turn-key software solution that
     enables government contractors to quickly and easily
     implement a comprehensive business development solution.
     GovStart is an all-inclusive offering that includes Deltek's
     industry-leading GovWin product, hosting, quick-start
     implementation and ongoing maintenance and support.

   * Deltek held its inaugural customer conference for the EMEA
     region. This exclusive event was created as a forum for
     Deltek's growing EMEA customer base to collaborate with each
     other and learn best practices for managing their project-
     focused businesses. Attendees joined Deltek executives at the
     conference to discuss the future product directions for
     Deltek's industry-leading Vision and Enterprise Project
     Management solutions.

   * Deltek received CustomerSat's Achievement in Customer
     Excellence (ACE)(TM) Award for "Customer Support
     Satisfaction." This ACE award recognizes Deltek's industry-
     leading success and effectiveness in building customer
     loyalty and delivering a premier customer support experience.
     This is the second year in a row that Deltek has received
     this award for outstanding customer service.

As of December 31, 2008, the Company's balance sheet showed total
assets of $193,272,000 and total liabilities of $247,082,000,
resulting in total stockholders' deficit of $53,810,000.

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

               http://researcharchives.com/t/s?39b5

                         About Deltek, Inc.

Headquartered in Herndon, Virginia, Deltek, Inc. (Nasdaq: PROJ) --
http://www.deltek.com/--provides  enterprise applications
software and related services designed specifically for project-
focused organizations.  Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.


DIAMOND RANCH: Dec. 31 Balance Sheet Upside Down by $3.3 Million
----------------------------------------------------------------
Diamond Ranch Foods, Ltd.'s December 31, 2008, balance sheet
showed total assets of $1,144,993 and total liabilities of
$4,536,162, resulting in total stockholders' deficit of
$3,391,169.

The Company posted a net loss of $180,457 for the three months
ended December 31, 2008.

President Louis Vucci, Jr., disclosed in a regulatory filing that
the Company's revenues from operations for the three months ended
December 31, 2008 were $1,631,714 compared to $2,840,463 for 2007,
a decrease of $1,208,749 or 42.6%. The reason for the decrease was
mostly a decision to concentrate on higher gross profit items as
well as the overall downturn in the economy.

"Our cost of sales for the three months ended December 31, 2008
was $1,227,917, generating a gross profit of $403,797, or 24.7%.
Cost of Sales for the same period in 2007 was $2,109,289,
resulting in a gross profit of $731,174 or 25.7%."

"Our operating expenses for the three months ended December 31,
2008 totaled $532,594 compared to $612,645 in 2007.  The decrease
was attributable to reduction in our payroll, factoring fees,
rental and sales commissions."

For the nine months ended December 31, 2008, the Company's cash
used by operating activities totaled $83,353 and cash provided by
financing activities was $80,453.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39b2

                       About Diamond Ranch

Diamond Ranch Foods, Ltd., -- www.diamondranchfoods.com/  --
processes and distributes meats and fresh cut portion controlled
poultry, and is located in the historic Gansevoort meatpacking
district in lower Manhattan, NY.  Operations include packing,
processing, labeling and distribution of products.  The company
also provides portion controlled meats, custom meat cutting, and
private labeling.  The company's diversified customer base
includes in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators and
industry suppliers.

The Troubled Company Reporter reported on June 13, 2008, that
Gruber & Company, LLC, raised substantial doubt on the ability of
Diamond Ranch Foods, Ltd., to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  The auditor pointed to the company's recurring
losses from operations.


DREIER LLP: Discloses $59.3MM in Assets and $42.3MM in Liabilities
------------------------------------------------------------------
Dreier LLP submitted before the U.S. Bankruptcy Court for the
Southern District of New York its formal lists of assets and debt
showing property on the books for $59.3 million against
liabilities of $42.3 million, Bloomberg's Bill Rochelle said.

Diamond McCarthy partner Sheila M. Gowan has taken over Dreier's
estates after she was appointed Chapter 11 trustee to oversee the
Chapter 11 bankruptcy case of Dreier.

Tiffany Kary of Bloomberg said that the Debtor listed secured
claims of $29.8 million, unsecured priority claims of $2.1 million
and unsecured non-priority claims of $10.4 million.  The report
adds that the listed assets include

    -- of unknown value, art seized from Dreier LLP's New York
       and Connecticut offices by the U.S. government.

    -- $12,000 deposit for season tickets with the New York Mets;

    -- $3.9 million in office furniture; and

    -- $15.5 million of funds in an account with Wachovia Bank NA
       pledged to secure a letter in favor of Hines 499 Park LLC,
       a landlord for Dreier's New York headquarters.

    -- $1,125 worth of stock certificates in Axiom Management that
       have been seized by the federal government, and $8,400 in
       shares of Avalon Capital Holdings.

    -- of "unknown" value, 9,294 shares in Nortel Networks Corp.,
       which has filed for bankruptcy,

    -- a $1.1 million investment Dreier LLP made in CP3 LP, a
       California limited partnership.

New York-based law firm Dreier LLP -- http://www.dreierllp.com/--
was founded by Marc S. Dreier 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).


DRYSHIPS INC: Moving in Right Direction, Says Lender
----------------------------------------------------
DryShips Inc. is "moving in the right direction" after
renegotiating loan terms with Nordea Bank Finland Plc, the lender
said, according to Bloomberg News.

"With present developments I think they are doing fine,"
Ulf Andersson, head of shipping and offshore at the bank's London
branch, said by phone on February 17, according to Bloomberg.
Further renegotiations are unlikely if ship-rental prices stay at
present levels, he said.

DryShips (NASDAQ:DRYS) said in a February 9 Form 6-K filing with
the U.S. Securities and Exchange Commission that it has reached
preliminary agreement with Nordea Bank Finland Plc to obtain a
covenant waiver in connection with the $800.0 million Primelead
facility, which was used to partially finance the acquisition of
Ocean Rig ASA.  The outstanding loan amount under the facility is
$650.0 million.

In accordance with the main terms of the waiver: (i) the Company
will pay a restructuring fee of 0.15% on the outstanding loan
amount under the facility plus an amount equal to 1.00% per annum
on the loan outstanding for the period from January 9, 2009 until
the Effective Date of the waiver agreement; (ii) $75.0 million of
principal repayment due February 2009 will be postponed until May
2009; (iii) the margin on the facility will increase by 1.00% to
3.125% per annum; and (iv) regular principal payments will resume
as of August 2009.  In addition, among other things, lender
consent will be required for the acquisition of DrillShip Hulls
1837 and 1838, for new cash capital expenditures or commitments
and for new acquisitions for cash until the loan has been repaid
to below $375.0 million.  The waiver agreement Effective Date will
not exceed August 12, 2009, at which time the Company expects to
be in compliance with the restructured loan covenants. The
agreement is preliminary and is subject to formal approvals by the
Company and the syndicate banks (Nordea Bank Finland Plc, DnB NOR
Bank ASA and HSH Nordbank AG).

DryShips disclosed the covenant violations on January 28. "Our
loan agreements require that we maintain loan to value ratios
ranging from 120% to 200% of the total amount outstanding under
the relevant agreement.  The current low drybulk charter rates and
drybulk vessel values have affected our ability to comply with
these covenants.  In addition, if the value of our vessels
deteriorates significantly, we may have to record an impairment
adjustment to our financial statements, which would adversely
affect our financial results and further hinder our ability to
raise capital.  We have received notices from certain of our
lenders that we are not in compliance with our loan to value
covenants and we are currently in discussions with these and other
lenders for waivers and amendments of certain financial and other
covenants contained in our loan agreements."

                      About DryShips Inc.

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


ECLIPSE AVIATION: Astronics Records $7.5MM Charge on Bankruptcy
---------------------------------------------------------------
Astronics Corp. reported sales of $44.4 million in the fourth
quarter of 2008, up 22.4% compared with $36.3 million in the
fourth quarter of 2007.  The Company reported a fourth quarter
2008 loss of $0.2 million compared with net income of $2.1 million
in the 2007 fourth quarter. During the quarter, the Company
recorded a pre-tax charge of $7.5 million, or $0.46 per diluted
share after tax, to write-down assets associated with its customer
Eclipse Aviation Corporation, which declared bankruptcy in
November 2008.

Sales for 2008 increased 9.8% to $173.7 million compared with 2007
sales of $158.2 million. For 2008, net income was $10.0 million,
or $0.94 per diluted share, 35.3% below net income of $15.4
million, or $1.44 per diluted share, in 2007.

Based in East Aurora, New York, Astronics provides innovative,
high performance lighting, power management systems for the global
aerospace industry; automated diagnostic test systems, training
and simulation devices for the defense industry; and safety and
survival equipment for airlines.

On January 22, 2009, the Troubled Company Reporter, citing New
Mexico Business Weekly, said the Hon. Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware approved the sale of
Eclipse Aviation Corp.'s assets to ETIRC Aviation affiliate
EclipseJet Aviation International Inc. for a combination of cash,
equity, and debt.

As reported by the TCR on Jan. 16, 2009, Eclipse Aviation's
auction was cancelled, after the company failed to attract any
qualified bids by the Jan. 13 deadline.  The lack of bids let
Eclipse Aviation's largest shareholder, ETIRC Aviation, proceed
with plans to buy the bankrupt company.

According to New Mexico Business, EclipseJet Aviation will pay
$28 million in cash for Eclipse Aviation, plus $160 million in
newly issued notes, and an offer of 15% equity in the new firm to
senior secured note holders.

                     About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.


FOAMEX INTL: Files for Bankruptcy After Missed Interest Payment
---------------------------------------------------------------
Foamex International Inc. and certain of its subsidiaries have
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

The Company plans to use this process to restructure its debt,
resulting in a capital structure more suited to the conditions of
today's market environment, while positioning the Company for the
future. The Company's normal day-to-day operations will continue
without interruption.

"The chapter 11 process will allow Foamex to gain immediate
liquidity and continue operating without interruption, while
giving us the opportunity we need to restructure our balance
sheet, strengthen our business performance and create long-term
value," said Jack Johnson, President and Chief Executive Officer.
"Like many companies around the world, Foamex has been hit hard by
the economic downturn in the markets we serve. Although we have
reduced debt by approximately $240 million to $380 million over
the past two years, we cannot support the existing heavy debt load
in the current operating environment."

Mr. Johnson added, "Despite this challenging business environment,
Foamex is continuing to invest in technology, product and market
development. We expect to emerge from this process as quickly as
possible with a more appropriate capital structure that will allow
us to be a healthier, more competitive company. We deeply
appreciate the dedication and efforts of our employees, who have
worked exceedingly hard during this challenging period for the
Company. We look forward to the support of our vendors and
business partners as we move through the reorganization process."

               $7.3-Mil. Interest Payment Default

Foamex missed $7.3 million in interest payments due at the end of
the Jan. 21 grace periods on the Company's $325 million first-lien
term loan and the $47 million second-lien term loan.

As reported by the Troubled Company Reporter on February 16, 2009,
Foamex entered into a Forbearance Agreement, dated
January 22, 2009, with Bank of America, N.A., Wells Fargo
Foothill, LLC, Wachovia Bank, National Association, GE Business
Financial Services Inc., and General Electric Capital Corporation
with respect to the Company's Revolving Credit Agreement, dated as
of February 12, 2007, as amended.  Under the Forbearance
Agreement, the Lenders agreed to forbear from exercising their
right to refuse to make Loans under the Credit Agreement arising
as a result of the Representation Breaches and Specified Events of
Default until January 30, 2009.  In addition, Foamex L.P. agreed
to maintain the aggregate Availability under the Credit Agreement
to not less than $8,500,000.

The Forbearance Agreement was subsequently amended by the parties
by a letter agreement to extend the forbearance period until
February 4, 2009.  On February 9, the parties further amended the
Forbearance Agreement (effective as of February 4) to provide that
(i) the forbearance period be extended to February 18, (ii) the
maximum commitments for the Lenders under the Credit Agreement be
reduced from $175 million to $100 million, and (iii) the aggregate
Availability could not be less than $9,000,000.

On Monday, the TCR said the Company was continuing discussions
with lenders under its First Lien Term Credit Agreement regarding
the terms of a forbearance agreement.

                $95-Mil. Loan from Matlin & BofA

In conjunction with its filing, the Company is seeking Bankruptcy
Court approval of up to $95 million in debtor-in-possession
financing provided by MatlinPatterson Global Opportunities
Partners III L.P. and Bank of America, which represents a
significant incremental cash availability at the outset of the
proceedings.  The proposed DIP financing, combined with cash flow
from operations, will enable the Company to continue to satisfy
customary obligations associated with ongoing operations of its
business, including payment of employee wages and benefits in the
ordinary course, and payment of post-petition obligations to
vendors.

Foamex will use chapter 11 to implement its balance sheet
restructuring initiatives, which are designed to restore the
Company's business to long-term financial health, while continuing
to operate in the normal course of business. Foamex anticipates
that its day-to-day operations will continue as usual without
interruption during the chapter 11 process, which is expected to
last approximately six months.

In addition to seeking Bankruptcy Court approval of DIP financing,
Foamex has filed a variety of customary first day motions seeking
authority to pay certain pre-petition amounts owed to its
employees, customers and others, which will help enable it to
continue to conduct business as usual while it completes its
balance sheet restructuring. Except for Foamex Canada, today's
filings do not affect the Company's international business which
includes operations in Mexico and the Company's joint venture in
China.

Foamex has retained Houlihan Lokey as its financial advisor and
Akin Gump and Cozen O'Connor as its legal counsel.

More information about Foamex's reorganization case is available
on the Company's Web site at http://www.foamex.com/restructuring

                   About Foamex International

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products. The Company services the
bedding, furniture, carpet cushion and automotive markets and also
manufactures high-performance polymers for diverse applications in
the industrial, aerospace, defense, electronics and computer
industries.

The company and eight affiliates first filed for chapter 11
protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  On February 2, 2007, the U.S. Bankruptcy Court
for the District of Delaware confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan became effective and the
company emerged from chapter 11 bankruptcy on
February 12, 2007.

                          *     *     *

Standard & Poor's Ratings Services has lowered its corporate
credit rating on Foamex L.P. to 'D' from 'CCC+'.  At the
same time, S&P lowered the issue-level rating on the company's
$425 million first-lien term loans to 'D' from 'CCC+', with a
recovery rating of '4', indicating S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.  S&P also
lowered the issue-level rating on the company's $175 million
second-lien term loans to 'D' from 'CCC-', and the recovery rating
is '6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a default.

Moody's Investors Service downgraded Foamex L.P.'s Probability of
Default Rating to D from Caa2 and its Corporate Family Rating to
Ca from Caa2.  Moody's also downgraded the company's first lien
term loan to Ca from Caa2 and its second lien term loan to C from
Caa3.  The outlook is negative.


FOOTHILLS RESOURCES: Can Access $1.6-Mil. Loan on Interim Basis
---------------------------------------------------------------
Foothills Resources Inc. received permission from the U.S.
Bankruptcy Court for the District of Delaware to access
$1.6 million of the $2.5 million in debtor-possession-loans from
Regiment Capital Special Situations Fund III LP, Bloomberg's Bill
Rochelle said.

The DIP Loan, according to the report, is secured by a lien on
assets subordinate to the existing lenders'.

The Company has said that the DIP facility matures 90 days from
the date of the Company's initial borrowings thereunder or if
earlier, upon confirmation of a plan of reorganization. Access to
the facility will be conditioned upon the Company's adherence to
an operating budget agreed to with the proposed lender.

                    About Foothills Resources

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

On February 11, 2009, Foothills Resources, Inc. and its wholly
owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary
petitions for reorganization relief under Chapter 11 (Bankr. D.
Del., Case No. 09-10453).  Judge Christopher S. Sontchi handles
the Chapter 11 case.  The Debtor has tapped Akim Gump Strauss
Hauer & Feld LLP as bankruptcy counsel and Cole, Schotz, Meisel,
Forman & Leonard, as local counsel.  The Garden City Group Inc. is
the Company's claims agent.  In its bankruptcy petition, Foothills
estimated assets and debts of $50 million to $100 million.


FORD MOTOR: Bank Loan Slides in Secondary Market Trading
--------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 34.09 cents-on-the-
dollar during the week ended February 13, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.87 percentage points from
the previous week, the Journal relates.  Ford pays interest at 300
points above LIBOR.  The bank loan matures on December 15, 2013.
The bank loan carries Moody's B2 rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which rival
General Motors Corp. is a borrower traded in the secondary market
at 35.20 cents-on-the-dollar during the week ended February 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
7.22 percentage points from the previous week, the Journal
relates.  General Motors pays interest at 275 points above LIBOR.
The bank loan matures on November 27, 2013.  The bank loan carries
Moody's B3 rating and S&P's CCC rating.

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

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

                        *     *     *

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


FORWARD FOODS: Files for Chapter 11 Due to PCA Peanut Recalls
-------------------------------------------------------------
Forward Foods LLC filed a Chapter 11 petition February 17 in
Delaware after recalling 75% percent of its products on account of
using peanuts from Peanut Corp. of America

Peanut Corp. of America had filed for Chapter 7 liquidation, after
closing its plants due to salmonella poisoning on its products.
PCA made announcements starting early January that it was
voluntarily recalling all peanuts and peanut products processed in
its Blakely, Georgia facility since January 1, 2007 because they
have the potential to be contaminated with Salmonella.  The peanut
butter recalled was sold by PCA in bulk packaging to distributors
for institutional and food service industry use.  It is also sold
under the brand name Parnell's Pride to those same industries.
Additionally, it was sold by the King Nut Company under the label
King Nut.  PCA, according to Bloomberg, is facing a criminal
investigation over eight deaths and hundreds of sickened consumers
resulting from a salmonella outbreak.

Forward Foods announced January 30 a voluntary recall of DETOUR(R)
branded bars that contain roasted peanuts purchased from Peanut
Corporation of America (PCA).  According to Forward Foods, PCA is
the focus of an investigation by the U.S. Food and Drug
Administration (FDA) concerning a recent Salmonella outbreak
thought to be caused by tainted peanut products.

Salmonella is an organism which can cause serious and sometimes
fatal infections in young children, frail or elderly people and
others with weakened immune systems. Healthy persons infected with
Salmonella often experience fever, diarrhea (which may be bloody),
nausea, vomiting and abdominal pain. In rare circumstances,
infection with Salmonella can result in the organism getting into
the bloodstream and producing more severe illnesses such as
arterial infections (i.e., infected aneurysms), endocarditis and
arthritis.

Forward Foods said in its Jan. 30 statement that it Detour
products have not been linked to any incidents of Salmonella, and
"we are not aware of any illnesses that have been linked to our
products."

According to Bloomberg's Bill Rochelle, Forward and its owner
Emigrant Capital Corp. have been involved in a lawsuit with the
previous owner Bluegrass Bars LLC.  Forward will ask the
Bankruptcy Court for approval of a settlement where Bluegrass will
pay $975,000 to Forward while turning $6.5 million in secured and
unsecured acquisition notes over to Emigrant.

Minden, Nevada-based Forward Foods LLC is a manufacturer of
protein bars.  Forward is primarily owned by private-equity
investor Emigrant Capital Corp. which purchased the protein bar
business in 2006 from Bluegrass Bars LLC.  Forward's petition
listed assets of $21.3 million against debt totaling $25.4
million, including $18.6 million in secured claims.


FORWARD FOODS: Seeks Benesch Friedlander as Attorneys
-----------------------------------------------------
Forward Foods LLC asks the United States Bankruptcy Court for the
District of Delaware for permission to employ Benesch Friedlander
Coplan & Aronoff LLP as its attorneys.

The firm will:

   a) advise the Debtor of its rights, powers, and duties as a
      debtor-in-possession continuing to operate and manage its
      business and property;

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest;

   c) prepare on behalf of the Debtor all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents, and reviewing all
      financial and other reports to be filed with
      the Court in this chapter 11 case;

   d) advise the Debtor concerning, and preparing responses to,
      applications, motions, pleadings, notices, and other papers
      that may be filed and served in this chapter 11 case;

   e) advise the Debtor concerning, and assist in the negotiation
      and documentation of, the refinancing or sale of its
      assets, debt and lease restructuring, executory contract
      and unexpired lease assumptions, assignments or rejections,
      and related transactions, as the case may be;

   f) review the nature and validity of liens asserted against
      the Debtor's property and advising the Debtor concerning
      the enforceability of such liens;

   g) advise the Debtor concerning the actions that they might
      take to collect and recover property for the benefit of
      their estates;

   h) counsel the Debtor in connection with the formulation,
      negotiation, and confirmation of a plan or plans of
      reorganization and related documents; and

   i) perform such other legal services for and on behalf
      of the Debtor as may be necessary or appropriate in the
      administration of its chapter 11 case and business,
      including advising and assisting the Debtor with respect to
      debt restructuring, corporate governance issues related to
      such restructuring, stock or asset dispositions and general
      business and litigation matters.

The firm's professionals and their rates are:

      Professional              Designation   Hourly Rate
      ------------              -----------   -----------
      William I. Kohn, Esq.     Partners      $695
      Bradford J. Sandler, Esq. Partners      $535
      Jennifer R. Hoover, Esq.  Associates    $330
      Kari Coniglio, Esq.       Associates    $230
      Sandi Van Dyk             Paralegals    $215
      Lisa Behra                Paralegals    $175

Bradford, J. Sandler, Esq., a partner at the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Minden, Nevada, Forward Foods LLC makes and sells
energy bars.  The company filed for Chapter 11 on February 17,
2009 (Bankr. D. Del. Case No. 09-10545).   The Debtor has tapped
Benesch Friedlander Coplan & Aronoff LLP as its attorneys.  The
Debtor proposed The Garden City Group Inc. as its claims, notice
and balloting agent.  When the Debtor filed for protection from
their creditors, it listed $21,279,873 in total assets and
$25,364,230 in total debts.


FORWARD FOODS: Seeks Garden City Group as Claims Agent
------------------------------------------------------
Forward Foods LLC asks the United States Bankruptcy Court for the
District of Delaware for permission to tap The Garden City Group
Inc. as claims, notice and balloting agent.

The firm will:

   a) notify all potential creditors of the filing of the
      Debtor's bankruptcy petition and of the setting of the
      first meeting of creditors, pursuant Section 341, under the
      proper provisions of the Bankruptcy Code and the Bankruptcy
      Rules;

   b) maintain an official copy of the Debtor's schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtor's known creditors and the amounts owed
      thereto;

   c) notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the Debtor's
      books and records and as set forth in their Schedules;

   d) furnish a notice of the last day for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after such notice and form are approved by this Court;

   e) file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date the notice was mailed,
      within seven days of service;

   f) docket all claims received, maintain the official claims
      register for the Debtor on behalf of the Clerk, and provide
      the Clerk with a certified duplicate unofficial Claims
      Register on a monthly basis, unless otherwise directed;

   g) specify, in the claims register, the following information
      for each claim docketed:

      -- the claim number assigned;

      -- the date received;

      -- the name and address of the claimant and agent, if
         applicable, who filed the claim

      -- the filed amount of the claim, if liquidated; and

      -- the classification(s) of the claim according to the
         proof of claim;

   h) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   i) make changes in the Claims Register pursuant to Court
      Order;

   j) upon completion of the docketing process for all claims
      received to date by the Clerk's office, turn over to the
      Clerk copies of the Claims Register for the Clerk's review;

   k) maintain the Claims Register for public examination without
      charge during regular business hours;

   l) maintain the official mailing list for the Debtor, which
      shall be available upon request by a party-in-interest or
      the Clerk, of all entities that have filed a proof of
      claim;

  m) assist with, among other things, solicitation, calculation,
     and tabulation of votes and distribution, as required in
     furtherance of confirmation of the Plan;

  n) provide and maintain a website where parties can view claims
     filed, status of claims, and pleadings or other documents
     filed with the Court by the Debtor;

  o) Thirty days prior to the close of this case, an order
     dismissing Garden City would be submitted terminating its
     services upon completion of its duties and responsibilities
     and upon the closing of this case; and

  p) at the close of the case, box and transport all original
     documents in proper format, as provided by the Clerk's
     office, to the Federal Records Center.

Jeffrey Stein, senior vice president of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm will be paid for its services in accordance with the
bankruptcy administration agreement.  A full-text copy of the
agreement is available for free at:

               http://ResearchArchives.com/t/s?39a8

Headquartered in Minden, Nevada, Forward Foods LLC makes and sells
energy bars.  The company filed for Chapter 11 on February 17,
2009 (Bankr. D. Del. Case No. 09-10545).   The Debtor has tapped
Benesch Friedlander Coplan & Aronoff LLP as its attorneys.  The
Debtor proposed The Garden City Group Inc. as its claims, notice
and balloting agent.  When the Debtor filed for protection from
their creditors, it listed $21,279,873 in total assets and
$25,364,230 in total debts.


FORWARD FOODS: Wants to Access $4-Million DIP Loan from Emigrant
----------------------------------------------------------------
Forward Foods LLC asks the United States Bankruptcy Court for the
District of Delaware for authority to obtain $4 million in
postpetition financing under a certain credit agreement with
Emigrant Capital Corp.

The Debtor tells the Court that it has the need to obtain
financing in order to maintain its operations and preserve its
going concern value while it attempts to seek more financing
necessary to restructure its secured debt and enable it to emerge
from bankruptcy.  According to the Debtor, it sought financing
from CIT Comerica and Next Protein Inc. but they refused to extend
funding or participate in any postpetition financing deals.

The Debtor provided a budget that provides for the payment of all
present administrative expenses in its chapter 11 case.

The $4 million DIP facility, which is priced at 15% per annum,
will mature on Dec. 31, 2009.

The Debtor will grant the lender junior lien on prepetition
collateral, senior position on postpetition collateral, and
superpriority administrative expense claim status to secure its
DIP obligation.

The credit agreement contains appropriate events of default.

A full-text copy of the credit agreement is available for free
at: http://ResearchArchives.com/t/s?39aa

A full-text copy of the summary of DIP terms is available for free
at: http://ResearchArchives.com/t/s?39ab

A full-text copy of the debtor-in-possession budget is available
for free at: http://ResearchArchives.com/t/s?39ac

                        About Forward Foods

Headquartered in Minden, Nevada, Forward Foods LLC makes and sells
energy bars.  The company filed for Chapter 11 on February 17,
2009 (Bankr. D. Del. Case No. 09-10545).   The Debtor has tapped
Benesch Friedlander Coplan & Aronoff LLP as its attorneys.  The
Debtor proposed The Garden City Group Inc. as its claims, notice
and balloting agent.  When the Debtor filed for protection from
their creditors, it listed $21,279,873 in total assets and
$25,364,230 in total debts.


GALE FORCE: Commences Insolvency Proceedings in Canada
------------------------------------------------------
Gale Force Petroleum Inc. filed a Proposal to Creditors under the
Bankruptcy and Insolvency Act (Canada), effective February 3,
2009.

The Board of Directors of Gale Force performed an in-depth review
of the Corporation's business activities, and concluded that to
continue as a going concern, a restructuring of the Corporation's
debts and concurrent refinancing is necessary.

Michael McLellan, President and CEO, said, "When your board of
directors initially adopted the restructuring plan in September
2007, there was a belief that management could obtain sufficient
new funding and create enough value to overcome an unhealthy
balance sheet, ultimately growing to create value for
shareholders.

"We began the restructuring plan with liabilities that exceeded $6
million, assets worth less than $1 million and minimal revenues.
We needed to raise sufficient equity to build new assets while
simultaneously paying down or reducing our debts.  We have
faithfully executed this strategy, raising equity financing
totalling $4.9 million, reducing the total debts of the
Corporation to $3.7 million and investing shareholder's money in
new higher-quality natural gas properties in Alberta and Kentucky.

"In the last several months, oil and natural gas prices have
diminished, credit has become unavailable and general economic
conditions have deteriorated such that the Corporation can no
longer rely on raising financing in equity markets that would be
needed to complete the restructuring.

"It is apparent that unless there is a major reduction and
restructuring of the Corporation's debts, the Corporation will not
be able to meet its short-term obligations, nor will it be
possible for the Corporation to continue as a going concern.

"The Corporation is convinced that it possesses valuable assets.
Notably, it believes that its Kentucky Shale Gas Property has the
potential to provide extended growth in both revenues and net
asset value, if financing could be made available to continue the
development of the property and if natural gas prices recover.

"The Corporation's recent workover and completion program proved
that there is consistent gas potential across the Kentucky
Property and confirmed that there is low-risk, low-cost drilling
for the Devonian Shale target, with the potential for excellent
economic returns to investment.  The recent Farmout Agreement
concluded by the Corporation on January 13, 2009, will ensure the
continued development of the Kentucky Property in the near term.

"However, in the event of a bankruptcy, even if there is an
orderly sale of the Corporation's assets, in current market
conditions there would be no value remaining for the Corporation's
shareholders or for its unsecured creditors.

"As a result, the Corporation has determined that the best option
to realize a possible future for the Corporation, its shareholders
and its creditors, is to file a Proposal to Creditors under the
Bankruptcy and insolvency Act (Canada)."

According to Mr. McLellan, the Proposal will address all classes
of creditors and observe standard practice, regulatory and
financial requirements.  For the Proposal to be "Approved", it
must receive approval in each class of creditor by at least 66.67%
in dollars and 50.00% plus one in the number of eligible creditors
who vote.  It also must be accepted by the Court.

The Proposal offers payment of all debts owing to the
Corporation's unsecured creditors and potential claimants
totalling approximately $2.5 million by the issuance of common
shares of the Corporation:

      Category I unsecured creditors will be offered full payment
                 of their claims at $0.05 per share, or, 20
                 common shares of the Corporation per each dollar
                 of debt.

      Category II unsecured creditors will be offered full
                 payment of their claims at $0.067 per share, or,
                 15 common shares of the Corporation per each
                 dollar of debt.

If the Proposal is Approved, the Corporation will issue roughly
47,000,000 common shares to settle all claims.  There are
currently 19,468,284 common shares of the Corporation issued and
outstanding.

The Corporation has also reached an agreement with its lender and
sole secured creditor, Primatlantis Capital, which is subject to
the Approval of the Proposal.  According to the terms of this
agreement, $133,000 in interest and fees owing to Primatlantis
will be paid as a Category I unsecured creditor under the
Proposal.  Additionally, there will be several amendments to the
loan agreement, including:

   -- the Maturity Date will be extended until December 31, 2010;

   -- the loan will not earn any interest nor will there be any
      fees owing on the loan until after December 31, 2009;
      after December 31, 2009 the loan will earn interest at 12%
      per annum; after December 31, 2009, the loan will be
      convertible in full or in part into securities of the
      Corporation, at the election of the lender, upon terms and
      conditions similar to those offered to purchasers of
      securities of the Corporation participating in any private
      placement of the Corporation following the Proposal; and

   -- the loan is repayable in full or in part at the election of
      the Corporation at any time without penalty.

Because there will be no scheduled interest payments or capital
repayments on the loan until after December 31, 2009, the lender
will not put the Corporation into default until at least after
December 31, 2009, which will provide the Corporation with time to
attempt to obtain funding to reimburse the loan or pursue other
growth strategies.

The Proposal to Creditors was designed by the Corporation to be
fair and equitable to all creditors and stakeholders, with the
goal of providing the best chance at realizing value for the
creditors, claimants and shareholders under the circumstances. For
the filing of the Proposal, the Corporation has contracted Raymond
Chabot Inc. to act as Trustee.

The shares issued as payment of debts under the Proposal as well
as the amended convertible loan agreement are subject to prior
applicable regulatory approval.

The Board of Directors of the Corporation is composed of five
members, being Jocelyn Boucher (Chairman), Ron Bourgeois, Mazen
Haddad, Antoinette Lizzi and Michael McLellan.  As part of the
restructuring, the directors had decided against drawing any
salary or board fees since July 1, 2008, and will not draw any
fees until at least after the restructuring of the Corporation is
complete and new financing is obtained.  Also, all current
directors and officers of the Corporation have forfeited their
options to purchase shares of the Corporation.

If the Proposal is Approved, the Corporation will require a
minimum amount of equity financing for the restructuring to be
successful and for the Corporation to continue as a going concern.
The Corporation is therefore examining financing opportunities.
Further details will be announced when available.

                          About Gale Force

Gale Force Petroleum Inc. (TSX Venture: GFP) --
http://www.GaleForcePetroleum.com/-- is a public corporation
focused on acquiring and exploiting unconventional and
conventional gas resources in mature basins, building shareholder
value through growth.  It owns producing natural gas properties in
Alberta, Canada and in Kentucky, USA.


GENCORP INC: Posts $5.7 Million Net Loss in Quarter Ended Nov. 30
-----------------------------------------------------------------
On February 12, 2009, GenCorp Inc. (NYSE: GY) reported results for
the fourth quarter and fiscal year ended November 30, 2008.

Sales for the fourth quarter of 2008 totaled $198.5 million
compared to $203.8 million for the fourth quarter of 2007.   Sales
for 2008 were $742.3 million compared to $745.4 in 2007.

Net loss for the fourth quarter of 2008 was $5.7 million, or $0.10
loss per share, compared to net income of $12.4 million, or $0.21
diluted earnings per share for the fourth quarter of 2007.  The
decrease in operating results was primarily due to a charge of
$14.6 million related to the freeze of the defined benefit pension
plan.

Net income for 2008 was $1.5 million, or $0.03 income per share
compared to net income of $69.0 million, or $1.14 diluted earnings
per share for 2007.  The decrease in operating results was
primarily the result of:  (i) $31.2 million gain in discontinued
operations from a negotiated early retirement of a seller note and
an earn-out payment associated with the divestiture of the Fine
Chemicals business in 2007; (ii)
$18.1 million income tax benefit related to income tax settlements
and the carryback of net operating losses to prior years in 2007;
(iii) $16.8 million of charges in 2008 as a result of the second
amended and restated shareholder agreement with Steel Partners II
L.P. with respect to the election of Directors at the 2008 Annual
Meeting and other related matters; (iv) a charge of $14.6 million
in 2008 related to the freeze of the defined benefit pension plan,
partially offset by a $13.6 million decrease in retirement benefit
plan expense in 2008.

On November 25, 2008, the Company decided to amend the defined
benefit pension and benefits restoration plans to freeze future
accruals under such plans.  Effective February 1, 2009, the
Company discontinued future benefit accruals for current salaried
employees.  No employees lost their previously earned pension
benefit.  As a result of the amendment and freeze, the Company
incurred a curtailment charge of $14.6 million in the fourth
quarter of 2008 primarily due to the immediate recognition of
unrecognized prior service costs.

"The year 2008 was one of significant transition, change and
challenge for the Company.  However, we remained focused on
delivering solid operational performance," said Scott Neish,
GenCorp's interim chief executive officer.  "Sales in 2008 were
$742 million, bolstered by progress on the replacement of our
highly profitable 50-year Titan business and a $10 million real
estate transaction.

"Additionally, we reached a major milestone in our real estate
strategy.  After more than four years of dedicated effort and
without any public opposition, the Sacramento County Board of
Supervisors approved the Final Environmental Impact Report and
County General Plan amendments for the 1,400 acre master-planned
community called Glenborough at Easton and Easton Place,"
concluded Mr. Neish.

                        Operations Review

   * Aerospace and Defense Segment

Sales for the fourth quarter of 2008 decreased to $196.9 million
compared to $202.2 million for the fourth quarter of 2007,
reflecting lower overall volume in defense programs partially
offset by higher space propulsion volume.  Aerojet reports its
fiscal year sales and income under a 52/53 week accounting
convention.  Fiscal 2008 is a 53 week year compared to a 52 week
year in fiscal 2007.  Sales for 2008 decreased to $725.5 million
compared to $739.1 million for 2007, reflecting the close-out
activities of the Titan program in 2007, partially offset by the
additional week of net sales of approximately $19 million in 2008.

Segment performance for the fourth quarter of 2008 declined to
$3.8 million compared to income of $19.8 million in the fourth
quarter of 2007 primarily due to the charge related to the freeze
of the defined benefit pension plan in the fourth quarter of 2008.
Segment performance was income of $40.8 million in 2008 compared
to income of $61.3 million in 2007.  The decrease in segment
performance is primarily the result of: (i) the favorable
performance on the close-out of the Titan program in 2007; (ii)
the charge in 2008 related to the freeze of the defined benefit
pension plan; and (iii) higher environmental remediation provision
adjustments in 2008, partially offset by decreased retirement
benefit plan expense in 2008.

As of November 30, 2008, funded contract backlog, which includes
only those contracts for which money has been directly authorized
by the U.S. Congress, or for which a firm purchase order has been
received from a commercial customer, was $675 million compared to
$566 million as of November 30, 2007.  As of November 30, 2008,
and 2007, total contract backlog was $1,035 million and
$912 million, respectively.

   * Real Estate Segment

Sales for both the fourth quarter of 2008 and 2007 were
$1.6 million and related to rental property operations.  Segment
performance was $0.9 million and $0.7 million for the fourth
quarters of 2008 and 2007, respectively.

Sales for 2008 were $16.8 million compared to $6.3 million for
2007.  Segment performance was $10.3 million and $3.5 million for
2008 and 2007, respectively.  The increases in sales and segment
performance are primarily due to the sale of 400 acres of the Rio
Del Oro property to Elliott Homes Inc. for $10 million in cash
during the second quarter of 2008.

                      Additional Information

Retirement benefit plan expense, which is mostly non-cash, for the
fourth quarter of 2008 was $2.3 million compared to
$5.4 million in the fourth quarter of 2007. Retirement benefit
plan expense decreased to $8.0 million in 2008 from $21.6 million
in 2007.  These decreases are primarily related to an increase in
the discount rate used to determine benefit obligations and a
reduction in the impact of amortizing prior years' actuarial
losses.

Corporate and other expenses for the fourth quarter of 2008 were
$3.1 million compared to $3.9 million for the fourth quarter of
2007.  The decrease was primarily related to the fourth quarter of
2008 reversal of previously recognized stock-based compensation
due to the lower fair value of the stock appreciation rights.
Corporate and other expenses decreased to $16.2 million in 2008
from $19.7 million in 2007 primarily related to the 2008 reversal
of previously recognized stock-based compensation due to the lower
fair value of the stock appreciation rights, partially offset by
higher charges for estimated future environmental remediation
obligations.

Total debt decreased to $440.6 million at November 30, 2008 from
$446.3 million at November 30, 2007.  Cash balances at November
30, 2008 increased to $92.7 million compared to $92.3 million at
November 30, 2007.  Total debt less cash decreased to
$347.9 million at November 30, 2008 from $354.0 million at
November 30, 2007.  As of November 30, 2008, the Company had $73.9
million in outstanding letters of credit issued under the $125.0
million letter of credit subfacility, and the Company's $80.0
million revolving credit facility was unused.

As of November 30, 2008, the Company's defined benefit pension
plan assets and projected benefit obligations were $1.3 billion
and $1.4 billion, respectively.  The Pension Protection Act,
enacted in August 2006, will require underfunded pension plans to
improve their funding ratios within prescribed intervals based on
the level of their underfunding.  The Company may be required to
make significant cash contributions in the future, a portion of
which the Company may not be able to charge immediately through
its government contracts.

As of November 30, 2008, the Company's balance sheet showed total
assets of $1,005,700,000 and total liabilities of $1,033,200,000,
resulting in total stockholders' deficit of $35,100,000.

A full-text copy of the Company's Annual Report is available for
free at: http://researcharchives.com/t/s?39a6

                           About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.

As reported in the Troubled Company Reporter on Jan. 20, 2009,
Moody's Investors Service downgraded the Corporate Family
Rating of GenCorp, Inc. to B3 from B2 and the Probability of
Default Rating to Caa1 from B2.  In a related action, the
company's senior secured bank credit facilities were downgraded to
Ba3, convertible subordinated notes downgraded to Caa2, and senior
subordinated notes affirmed at B1.  The rating outlook remains
negative.


GENERAL MOTORS: Says Chapter 11 May Result to Liquidation
---------------------------------------------------------
General Motors Corp. said in its restructuring plan that, given
the complexity and scope of its global business operations, there
is a substantial risk that emergence from a Chapter 11 bankruptcy
of the company would be impossible and liquidation pursuant to
Chapter 7 of the Bankruptcy Code would result.

Given GM's financial position and the state of the credit markets,
any DIP financing would need to be provided by the U.S.
government.  Otherwise, GM wouldn't be able to operate in Chapter
11 and would very likely be compelled to liquidate.  The financing
requirements of GM significantly exceed those in an out of court
process, irrespective of the bankruptcy route chosen.  Many of the
liabilities that could be impaired in a traditional bankruptcy
process could have the effect of shifting those liabilities to the
government.

To assess the relative merits of an out of court process, GM has
compared the projected results of its viability plan against
projected outcomes in three different bankruptcy scenarios:

     -- Pre-solicited or Pre-packaged Chapter 11

        Under this scenario, and as contemplated in GM's planned
        Bond/VEBA exchange offer, tendering bondholders would be
        required to vote affirmatively to accept a Chapter 11
        Plan of Reorganization.  If possible (because the Plan of
        Reorganization received the requisite votes) and
        necessary (because the out of court process failed), the
        exchange plan would be implemented in bankruptcy, binding
        100% of the bondholders to accept consideration
        equivalent to that contemplated in the out of court
        exchange.  However, this scenario requires an agreement
        in advance regarding the treatment of VEBA liabilities
        acceptable to bondholders, as well as a commitment for
        government financing.  No other creditor would be
        impaired.  Existing shareholders would be almost entirely
        diluted.  This scenario is assumed to require
        approximately 60-65 days to achieve confirmation of the
        plan and exit from Chapter 11.  It will cause a quite
        severe near-term negative revenue impact during the
        bankruptcy proceeding, and a less severe but still
        serious long-term negative revenue impact after exiting
        from Chapter 11.

     -- Pre-negotiated Cram-Down Plan

        Under this option, which is more aggressive than a
        consensual pre-packaged Chapter 11 approach discussed in
        Scenario 1, the Company would seek a larger conversion of
        debt to equity.  This strategy could take many forms,
        including: (A) complete conversion of the bonds to
        equity; (B) reduction in obligations from impairing
        additional classes of claims (including potentially
        litigation liabilities, dealer claims and contract
        rejection damages); and (C) greater to perhaps complete
        equitization of the VEBA obligations.  This scenario is
        assumed to require a minimum of 90 days for its least
        aggressive variant, up to as long as six months or more
        for more aggressive variants, such as converting a
        portion of other liabilities to equity.  If the Company
        were to pursue a larger or complete conversion of the
        VEBA to equity, the assumption is that this would be a
        vigorously contested, endangering resolution with the UAW
        and potentially forcing the Company into an extended
        traditional Chapter 11 case or free-fall bankruptcy as
        described in Scenario 3.

        The cram down process results in an incremental
        $4 billion debt reduction, or complete conversion of all
        U.S. unsecured debt to equity, but also involves
        Significantly higher levels of DIP financing required
        which, in turn, produces a significantly negative
        NPV.  There would be significantly less negative impact
        than in a traditional Chapter 11, which has broader
        implications for the industry as a whole.  However, this
        scenario includes elements likely to elicit opposition,
        which increases the timing risks and the risk that
        Scenario 2 might evolve into the substantially less
        favorable Scenario 3.

     -- Traditional Chapter 11 Case

        Under this scenario, the objective would be to
        accomplish a more comprehensive restructuring of the
        liability portion of the balance sheet, along with
        substantial asset dispositions, using all of the tools
        traditionally available to debtors to restructure through
        a court supervised process.  This process could be
        expected to require 18-24 months, with an estimated 24
        months used for analytical purposes in this appendix.
        Financially, while the traditional bankruptcy process
        allows for greater liability reduction potential,
        incremental funding requirements surge close to a
        $100 billion or more, reflecting catastrophic revenue
        reduction impact as well as wholesale (i.e., dealer)
        financing requirements and supplier support.  The revenue
        impact during this type of bankruptcy would be very
        severe, with a substantially delayed recovery time and
        significant potential for permanent, significant damage.
        There is considerable doubt whether the Company would
        survive this process.

                  Total Financing Requirement
                        ($ in billions)

                        Out of    Pre-        Cram    Traditional
Court                   Bkrptcy   Solicited   Down    Chapter 11
Process                 Process   Process     Process Process
-------                 ------    -------     ------- ----------
Liability Reduction
  Potential                 47         47         47       >100
Liabilities Reduced         28         33         37      41-78
NPV - Equity Value
  (Midpoint)                 9          6        0-(16) (25)-(28)

Government Support*
U.S. Financing Requirement  23         25       29-37     42-53
Wholesale Support            0          2         7        14
Supplier Support             4          8        9-10     13-17
Delphi 0 1 1 2
Total U.S. Government       27         36       46-55     71-86
Non-U.S. Financing
  Requirement                6          9       11-15     15-17
Total Financing
  Requirement               33         45       57-70     86-103

* Government support defined as peak borrowing requirements from
2009-2011

GM said that consumer confidence is essential to its future
success.  GM believes that a bankruptcy filing would
substantially, if not completely, erode consumers' confidence in
its ability to deliver on those requirements.

GM's bankruptcy would also threaten GMAC's ability to fund itself
in the capital markets, impairing GMAC's capacity to provide
wholesale and retail financing essential to support the viability
of GM.  A GM bankruptcy may constitute an Event of Default in one
or more of GMAC's independent credit facilities.  GMAC might also
experience indirect effects of a GM bankruptcy which triggered
provisions in existing facilities or resulting in the inability to
renew existing facilities.  Without additional support for GMAC,
GM believes that GMAC would cease wholesale dealer financing for
all but the most creditworthy retailers.  This would necessarily
shift substantially the entire burden of wholesale financing to
the Company, in turn increasing the size of any DIP funding
facility.

In an out-of-court process, and in the two accelerated bankruptcy
strategies, claims of trade creditors are not impaired and no
further provision has been made for incremental DIP capacity.  In
a traditional bankruptcy, with the significant expected volume
declines increasing the likelihood of supplier economic distress,
the Company believes that incremental DIP, and potentially
permanent additional funding, would be required.

                    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.

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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.


GENERAL MOTORS: Bondholders Fear Restructuring Plan Insufficient
----------------------------------------------------------------
A group of General Motors Corp. bondholders says that the firm's
latest restructuring plan fails to address all the challenges
facing the company and doesn't cut costs enough in light of the
deteriorating economy, Sharon Terlep and Neil King Jr. at The Wall
Street Journal report, citing a person familiar with the matter.

According to WSJ, the group is in talks to reduce GM's
$27 billion in unsecured debt through a debt-for-equity swap, as
required by the terms of the bailout loans the government granted
to GM.  The report says that if the negotiation with the
bondholders collapse and GM fails to get the debt exchange started
by March 31, the earlier funding from the government would be at
risk under the loan terms.  GM, states the report, has received
$13.4 billion in federal loans.

WSJ relates that the restructuring plan GM presented to the
government on Tuesday involves the layoff of about 47,000 workers
around the world, shutting down five additional plants in North
America, and eliminating four of the auto maker's eight brands.
The report quoted a source as saying, "The question is, did they
go far enough, or are they just layering debt onto debt?  They
need the company to drive hard so it is competitive soon, not in
2012."

WSJ states that President Barack Obama's auto task force will be
meeting on Friday to evaluate the recovery plans that GM and
Chrysler LLC submitted.

                    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.


GENERAL MOTORS: Viability Plan Includes Buyback of Delphi Plants
----------------------------------------------------------------
General Motors Corp.'s restructuring plan contemplates the
purchase of certain sites from Delphi Corp. that represent an
important source of supply for the GM and potential incremental
liquidity support.  A portion of Delphi's exit funding needs would
be satisfied through the proceeds from the sale of sites to GM.

Thomas Hartley at Business First of Buffalo reports that Delphi
said that a sale of some properties to GM is being discussed.

Delphi is also seeking to address its underfunded pension plans
and to secure exit financing to successfully emerge from
bankruptcy.  Based on current agreements with Delphi, GM is
required to absorb the remaining hourly pension plan only under
certain conditions, which are not currently expected to be met.
GM has no obligation to absorb Delphi's salaried pension plan.  As
such, the federal loan support outlined in the restructuring plan
does not contemplate the transfer of either the hourly or salaried
pension plans to GM.  Delphi is unlikely to be able to support
these underfunded pension plans going forward and may need to
terminate these plans, which would impact the Pension Benefit
Guaranty Corporation.  PBGC is an independent agency of the United
States government that was created by the Employee Retirement
Income Security Act of 1974 to encourage the continuation and
maintenance of voluntary private defined benefit pension plans,
provide timely and uninterrupted payment of pension benefits, and
keep pension insurance premiums at the lowest level necessary to
carry out its operations

Given current capital market environments, it is uncertain whether
Delphi will be able to raise the balance of the funding necessary
to exit bankruptcy.  If Delphi is unsuccessful in addressing its
underfunded pension plans and raising exit financing, it would
represent a significant risk to GM's revised Plan.  GM would have
to consider alternative strategies, including utilizing other
sources of supply, although it would require some time to
accomplish.

         GM Proposes Credit Insurance Program for Suppliers

GM has proposed in its restructuring plan that the government
create by March a credit insurance program, or a government
sponsored factoring program, for original equipment manufacturer
(OEM) receivables.

Large production cuts, especially in the first quarter of 2009,
have severely affected cash flow and liquidity for the automotive
supply chain.  Suppliers are trying to reduce costs and breakeven
points and conserve cash, but there is a limit to what can be done
in the short term.  Many of the suppliers' lenders are reluctant
to include domestic OEM receivables in their borrowing base
calculations because of concerns about OEM viability, impairing
supplier liquidity when it is most needed.  Some suppliers face
the possibility of a going-concern qualification from their
auditors based in part on their receivable exposures.  Going
concern qualifications can trigger loan and bond defaults and make
raising new capital nearly impossible, placing the survival of the
affected supplier in jeopardy.

Under the credit program GM is proposing, the government would
guarantee OEM receivables up to a certain limit.  The OEMs would
select participating credit insurance providers, or supply chain
financing providers, based on a competitive process, and suppliers
would enroll in the program as they deem necessary, and pay
insurance and processing fees.  GM estimates that
$4.5 billion would be needed for the program through 2011 for
direct material and logistics suppliers, with eligible GM
receivables limited to those associated with the supplier's U.S.-
based manufacturing operations.  GM believes the program needs to
be in place by March 2009 as there will be significant working
capital requirements to support the planned increase in the GM
production schedule, following very low production levels in
January and February.

The proposed program, according to GM, guarantees eventual payment
of the affected receivables, allowing suppliers access to
financing.  The program would significantly improve the
availability of private capital to the supply base without direct
government outlay, most likely avoiding a wave of supplier
bankruptcies and disruptions in the shared automotive supply
chain.  As GM demonstrates its viability, as suppliers restructure
and consolidate in an orderly fashion, and as GM migrates its
supply base to suppliers with the highest long-term viability, the
need for the program would be reduced and eventually eliminated,
without expense to the Government.

GM has been moving new and current programs to healthier suppliers
and will accelerate this process significantly in 2009-2011.  GM
projects a 30 percent reduction in the number of suppliers to
General Motors' North American operations.  GM expects the North
American supply base to continue to deliver annual material
performance over the viability plan period.  GM's strategy is to
continue improving supply base health by partnering with suppliers
who are cost-effective and have invested in innovative products
and technologies.

                    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.


GENERAL MOTORS: Chapter 11 Filing Probable by 70%, Says Moody's
----------------------------------------------------------------
Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by General Motors (GM) and Chrysler Automotive
LLC (Chrysler) remains high. The rating agency's comments came in
response to the submission by both companies of their respective
restructuring plans to the US Treasury, in compliance with the
February 17 deadline stipulated in the emergency loan package
established on December 19, 2008.

As a result of the precipitous decline in global automotive
demand, particularly in North America and Europe, GM and Chrysler
have significantly increased their estimates for the amount of
government loans they will need since the submission of their
December 2, 2008 restructuring plan and loan request to the US
Treasury. GM's request for government loans, based on its base
case assumptions, has risen to $22.5 billion from $18 billion, and
Chrysler's request has increased to $9 billion from $7 billion. To
date, government funding to GM has been $13.4 billion with an
additional $6 billion having been made available to GMAC LLC.
Funding extended to Chrysler has been $4 billion, with $1.5
billion having been extended to Chrysler Financial.

Bruce Clark, Senior Vice President with Moody's said, "Despite the
extension of considerable emergency funding to GM and Chrysler and
their finance arms, we continue to see a high risk of a Chapter 11
filing by one or more of the US auto makers with the government
providing DIP financing to promote an orderly bankruptcy process.
We continue to see the probability of such a filing as being in
the area of 70% - the same level we identified in our December
2008 comment on the US auto industry." This risk, as well as the
high likelihood of some form of a distressed exchange for debt
holders, is reflected in Moody's Ca Corporate Family Ratings for
GM and Chrysler. These ratings are unchanged.

Given the significantly increased need for government support,
Moody's expects that the US Treasury is likely to be more
insistent that each company's constituents, particularly creditors
and the UAW, make substantive concessions as part of their
restructuring programs. Key provisions that had been contained in
the Treasury's conditions for extending loans beyond March 31st,
include: 1) the conversion of 2/3 of unsecured public debt to
equity; 2) an agreement with the UAW that 50% of future VEBA
contributions be made in the form of equity; and 3) the narrowing
of the UAW wage and productivity gap with that existing at US
transplant facilities.

Although negotiations in these areas are continuing, final
agreement has not been achieved. Moreover, Moody's remains
concerned that there is a degree of resistance on the part of
creditors and the UAW to make the level of concessions that might
be acceptable to the Treasury and to the governmental panel that
will assess the companies' viability and evaluate the merits of
providing the additional funds that have been requested.

Bruce Clark said, "The government has already put a lot of money
into these companies, and the ripple effects of a filing would be
extremely damaging to the economy. As a result, there may be a
degree of skepticism among creditors and other constituents that
the government will actually allow any of the Detroit-3 to file
for bankruptcy."

However, Clark concluded that, "Because of the potential
reluctance of constituents to make adequate concessions and the
considerable complexity of the reorganization, the government may
in fact have to stand aside and allow one or more companies to
make a Chapter 11 filing as a measure that could accelerate the
restructuring that is necessary."

The last rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Bank Loan Slides in Secondary Market Trading
------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 35.20 cents-
on-the-dollar during the week ended February 13, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 7.22 percentage points
from the previous week, the Journal relates.  General Motors pays
interest at 275 points above LIBOR.  The bank loan matures on
November 27, 2013.  The bank loan carries Moody's B3 rating and
S&P's CCC rating.

Meanwhile, participations in a syndicated loan under which rival
Ford Motor Co. is a borrower traded in the secondary market at
34.09 cents-on-the-dollar during the week ended February 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.87
percentage points from the previous week, the Journal relates.
Ford pays interest at 300 points above LIBOR.  The bank loan
matures on December 15, 2013.  The bank loan carries Moody's B2
rating and S&P's CCC+ rating.

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.


GOLDEN NUGGET: S&P Affirms Corporate Credit Rating at 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings,
including the 'B-' corporate credit rating, on Las Vegas-based
Golden Nugget Inc.  S&P also removed the ratings from CreditWatch
with negative implications, where they were placed on Jan. 28,
2008.  The outlook is negative.

The action stemmed from the removal of the ratings on parent
Landry's Restaurants Inc. from CreditWatch following the funding
of Landry's new senior secured credit facility and its new senior
notes to refinance its 9.5% senior unsecured notes.

"The outlook is negative, reflecting our concerns about the
potential for a covenant violation in 2010," said Standard &
Poor's credit analyst Melissa Long.


HAIGHTS CROSS: Board Approves Annual Incentive Bonus Plan
---------------------------------------------------------
On February 6, 2009, the board of directors of Haights Cross
Communications, Inc., approved the Company's annual incentive
bonus plan for managers and employees of the Company and its
direct and indirect subsidiaries known as the "Annual Management &
Employee Bonus Plan."

A full-text copy of the Company's Annual Management & Employee
Bonus Plan is available for free at:

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

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher of books, audio products,
software and online services, serving these markets: K-12
supplemental education, public library and school publishing and
audio books. Haights Cross companies include: Triumph Learning
(New York, NY), Buckle Down Publishing (Iowa City, IA), Options
Publishing (Iowa City, IA), and Recorded Books (Prince Frederick,
MD).

                          *     *     *

The Troubled Company Reporter reported on Aug. 29, 2008, that
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Haights Cross Communications Inc. (HCC) and
removed the ratings from CreditWatch, where they were placed with
negative implications on June 16, 2008, based on Standard & Poor's
concern about the company's ability to repay its
$124.5 million senior secured term loan on Aug. 15, 2008. The
outlook is stable.

The TCR also reported on Aug. 29, 2008, that Moody's Investors
Service affirmed Haights Cross Communications, Inc.'s Caa3
Corporate Family rating while upgrading its Probability of Default
rating to Caa3 from Ca, following the company's announcement that
it has successfully refinanced its prior senior secured term loan.

As of September 30, 2008, the company's balance sheet showed total
assets of $283,825,000 and total liabilities of $425,112,000,
resulting in total stockholders' deficit of $141,287,000.


HARRAH'S ENTERTAINMENT: Borrowing Requests Cue S&P's Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas, Nevada-based Harrah's Entertainment Inc. and
its wholly owned subsidiary, Harrah's Operating Co. Inc., to 'CCC'
from 'B-'.  The rating outlook is negative.

In addition, the issue-level rating on HOC's 10% second-lien
senior secured notes (due 2015 and 2018) was lowered to 'CCC-'
(one notch lower than the 'CCC' corporate credit rating) from 'B'.
The recovery rating on the notes was revised to '5', indicating
the expectation for modest (10%-30%) recovery in the event of a
payment default, from '2'.

S&P lowered the issue-level ratings on the company's other debt
issues by two notches in conjunction with the lowering of the
corporate credit rating.  The recovery ratings on these issues
remain unchanged.

The rating downgrade reflects S&P's concern that the recent
announcement by the company that it has submitted borrowing
requests for the remaining amount available under its $2 billion
revolving credit facility signals that management's outlook for
2009 and the company's ability to service its current capital
structure over the next several quarters have deteriorated in
recent weeks.  Previously, following Harrah's below-par debt
tender offer (which S&P viewed as being tantamount to default),
combined with management's efforts to cut costs and pull back on
capital spending, S&P had said that S&P believed the company had
greater capacity to weather the current downturn over at least the
next several quarters.  In that analysis, S&P assumed an EBITDA
decline in the mid- to high-single digit percentage range in 2009.
S&P's 'CCC' rating now incorporates the expectation that EBITDA
will decline in the low- to mid-teens percentage area in 2009,
which would likely result in a near-term covenant violation.

The 'CCC' corporate credit rating reflects Harrah's weak credit
metrics, limited liquidity, and S&P's expectation for continued
negative trends in net revenues and EBITDA over at least the next
few quarters.  In addition, the rating reflects S&P's expectation
for a near-term covenant violation.

Harrah's is the world's largest gaming company in terms of
properties, revenue, and EBITDA.  The company owns and/or operates
properties in most major domestic gaming markets under brand names
including Caesars, Harrah's, and Horseshoe.  During the nine
months ended Sept. 30, 2008, the company generated more than $7.8
billion of net revenue and $1.9 billion of property-level EBITDA -
- down 4% and 12%, respectively, year over year.  These declines
were more pronounced in the quarter ended
Sept. 30, 2008, however, as net revenue and EBITDA declined 7% and
20%, respectively, year over year.  S&P believes that this
heightened level of deterioration has continued into the first
quarter of 2009.

Pro forma for the recent debt exchange, debt leverage, including
$6.5 billion of CMBS debt and $2 billion of payment-in-kind
preferred equity (which S&P considers to be debt-like), was
approximately 10.5x as of Sept. 30, 2008, and S&P estimates EBITDA
coverage of interest to have been about 1.5x.

"Given the weakened condition of the gaming sector and S&P's
expectation that EBITDA will decline in the low- to mid-teens
percentage area in 2009, S&P believes the company is unlikely to
be able to service its existing capital structure and remain in
compliance with its bank covenant throughout 2009," said Standard
& Poor's credit analyst Ben Bubeck.


HARRAH'S OPERATING CO: S&P Junks Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas, Nevada-based Harrah's Entertainment Inc. and
its wholly owned subsidiary, Harrah's Operating Co. Inc., to 'CCC'
from 'B-'.  The rating outlook is negative.

In addition, the issue-level rating on HOC's 10% second-lien
senior secured notes (due 2015 and 2018) was lowered to 'CCC-'
(one notch lower than the 'CCC' corporate credit rating) from 'B'.
The recovery rating on the notes was revised to '5', indicating
the expectation for modest (10%-30%) recovery in the event of a
payment default, from '2'.

S&P lowered the issue-level ratings on the company's other debt
issues by two notches in conjunction with the lowering of the
corporate credit rating.  The recovery ratings on these issues
remain unchanged.

The rating downgrade reflects S&P's concern that the recent
announcement by the company that it has submitted borrowing
requests for the remaining amount available under its $2 billion
revolving credit facility signals that management's outlook for
2009 and the company's ability to service its current capital
structure over the next several quarters have deteriorated in
recent weeks.  Previously, following Harrah's below-par debt
tender offer (which S&P viewed as being tantamount to default),
combined with management's efforts to cut costs and pull back on
capital spending, S&P had said that S&P believed the company had
greater capacity to weather the current downturn over at least the
next several quarters.  In that analysis, S&P assumed an EBITDA
decline in the mid- to high-single digit percentage range in 2009.
S&P's 'CCC' rating now incorporates the expectation that EBITDA
will decline in the low- to mid-teens percentage area in 2009,
which would likely result in a near-term covenant violation.

The 'CCC' corporate credit rating reflects Harrah's weak credit
metrics, limited liquidity, and S&P's expectation for continued
negative trends in net revenues and EBITDA over at least the next
few quarters.  In addition, the rating reflects S&P's expectation
for a near-term covenant violation.

Harrah's is the world's largest gaming company in terms of
properties, revenue, and EBITDA.  The company owns and/or operates
properties in most major domestic gaming markets under brand names
including Caesars, Harrah's, and Horseshoe.  During the nine
months ended Sept. 30, 2008, the company generated more than $7.8
billion of net revenue and $1.9 billion of property-level EBITDA -
- down 4% and 12%, respectively, year over year.  These declines
were more pronounced in the quarter ended
Sept. 30, 2008, however, as net revenue and EBITDA declined 7% and
20%, respectively, year over year.  S&P believes that this
heightened level of deterioration has continued into the first
quarter of 2009.

Pro forma for the recent debt exchange, debt leverage, including
$6.5 billion of CMBS debt and $2 billion of payment-in-kind
preferred equity (which S&P considers to be debt-like), was
approximately 10.5x as of Sept. 30, 2008, and S&P estimates EBITDA
coverage of interest to have been about 1.5x.

"Given the weakened condition of the gaming sector and S&P's
expectation that EBITDA will decline in the low- to mid-teens
percentage area in 2009, S&P believes the company is unlikely to
be able to service its existing capital structure and remain in
compliance with its bank covenant throughout 2009," said Standard
& Poor's credit analyst Ben Bubeck.


HPG INTERNATIONAL: Bid Procedures Okayed; Auction Sale on March 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Feb. 9, 2009, (i) the Bid Procedures for the auction sale of
substantially all of HPG International, Inc., and VIG Holdings,
Ltd.'s assets free and clear of all liens and encumbrances, and
(ii) procedures for the assignment of executory contracts and
unexpired leases related to the sale.  There is no "stalking
horse" bidder for the assets.

The assets to be sold include all of the assets related to the
business operations of HPG International, Inc., comprised of,
among other things:

   i) the real property located at 755 Oakhill Road, Mountaintop,
      Pennsylvania;

  ii) machinery and equipment located on the property; and

iii) inventory, permits, intellectual property utilized in the
      manufacturing process.

As provided in the Bid Procedures, if Qualified Bids are timely
received, the Debtors shall conduct an auction at the offices of
Buchanan Ingersoll & Rooney PC, The Brandywine Building, 1000 West
Street, Suite 1410, in Wilmington, Delaware 19801 on
March 6, 2009, at 10:00 a.m. prevailing Eastern time.

Any party that wishes to take part in this process and submit a
bid for the assets of any portion thereof must submit their
competing bid prior to March 3, 2009, at 4:00 p.m. eastern time
to:

         Wyatt, Matas & Associates, LLC
         Attn: Chip Measells
         1776 I Street, NW, Suite 900
         Washington DC 20006
         Tel: (202) 661,4690
         Fax: (202) 661-4611
         email: www.wyattmatas.com

At the auction, qualified bidders will be permitted to increase
their bids.  The bidding at the auction shall start at the Initial
Bid and shall continue in increments of at least $25,000.

A sale hearing to approve the sale to the purchaser which submits
the highest and best offer at the auction is scheduled on
March 10, 2009, at 11:30 a.m. prevailing Eastern time.

Objections to the sale of the assets must be in writing and served
upon the Debtors and Notice Parties so as to be received on or
before 4:00 p.m. prevailing eastern time, on March 3, 2009.
Failure of any person to timely file its objection shall be a bar
to the assertion, at the sale hearing or thereafter, of any
objection to the sale or the Debtors' assumption and assignment of
contracts under any asset purchase agreement with the successful
bidder, including the transfer of the assets free and clear of
encumbrances.

A full-text copy of the Court's Bid Procedures Order is available
at:

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

                      About HPG International

Headquartered in Mountaintop, Pennsylvania, HPG International Inc.
-- http://www.hpg-intl.com-- designs and make plastics PV sold
primarily to the fabricating industries throughout the United
States, Canada and Mexico for commercial use in roofs, pool,
liners, wallcoverings, label applications and shower panels.  The
company and its affiliate, VIG Holdings Ltd., filed for Chapter 11
protection on Jan. 23, 2009 (Bankr. D. Del. Lead Case No. 09-
10231).  Jeffrey M. Carbino, Esq., Buchanan Ingersoll & Rooney PC,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Kurtzman Carson Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $10 million and
$50 million each.


INCENTRA SOLUTIONS: U.S. Trustee Forms 5-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of Incentra Solutions Inc. and its affiliated
debtors.

The members of the Committee are:

   1) Symantec Corporation
      Attn: Christina Rios Alataris
      20330 Stevens Creek Blvd.,
      Cupertino, CA 95014
      Tel: (408) 421-2911
      Fax: (408) 517-8121

   2) Riverbed Technology Inc.
      Attn: Marty Connall
      199 Fremont Street
      San Francisco, CA 94105
      Tel: (415) 247-8800
      Fax: (415) 247-8801

   3) Promark Technology, Inc.
      Attn: Dale Foster
      10900 Pump House Road, Suite B
      Annapolis Junction, MD 20701
      Tel: (240) 280-8030
      Fax: (301) 725-7869

   4) Paul Chopra
      3731 La Salle St.
      Phoenix, AZ 85040
      Tel: (602) 437-2888
      Fax: (602) 437-3888

   5) Westcon Group North America, Inc.
      Attn: Charles Thropp
      520 White Plains Road
      Tarrytown, MY 10591
      Tel: (914) 829-7000
      Fax: (914) 829-7161

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

                     About Incentra Solutions

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


INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside Down by $18.7MM
--------------------------------------------------------------
Independence Tax Credit Plus L.P.'s results of operations for the
three and nine months ended December 31, 2008 and 2007 consisted
primarily of the results of the Partnership's investment in Local
Partnerships.

Rental income increased approximately 2% and 1% for the three and
nine months ended December 31, 2008, as compared to the
corresponding periods in 2007, primarily due to increases in
rental rates and occupancy at several Local Partnerships partially
offset by an increase in vacancies at one Local Partnership.

Total expenses, excluding repairs and maintenance and loss on
impairment of fixed assets, remained fairly consistent with an
increase of approximately 1% and 2% for the three and nine months
ended December 31, 2008, as compared to the corresponding periods
in 2007.

Repairs and maintenance expenses decreased approximately $154,000
and $302,000 for the three and nine months ended December 31, 2008
as compared to the corresponding periods in 2007, primarily due to
basement renovations and window and door replacements in the prior
year at one Local Partnership and rehabilitation costs resulting
from a fire in the prior year as well as a decrease in maintenance
contracts and security contract at a second Local Partnership,
partially offset by an increase in carpet replacement, carpentry
and repair contracts and materials at a third Local Partnership,
an increase in basement renovations, installation of kitchen
hardware and appliances and window and door replacements at a
fourth Local Partnership and an increase in carpet replacement,
decorating and maintenance contracts and snow removal contracts at
a fifth Local Partnership.

The Company reported a net income of $161,061 for the quarter
ended December 31, 2008.

As of December 31, 2008, the Company's balance sheet showed total
assets of $75,211,754, total liabilities of $87,652,869, and
minority interests of $6,298,555, resulting in total partners'
deficit of $18,739,670.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39af

            About Independence Tax Credit Plus L.P.

Based in New York, Independence Tax Credit Plus L.P., a Delaware
limited partnership, was organized on Nov. 7, 1990, but had no
activity until May 31, 1991, and commenced its public offering on
July 1, 1991.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.
The general partner of Related Independence Associates L.P. is
Related Independence Associates Inc., a Delaware corporation.  The
ultimate parent of Related Independence Associates Inc. is
Centerline Holding Company.

The Partnership's business is to invest as a limited partner in
other partnerships (Local Partnerships) that own leveraged
apartment complexes that are eligible for the low-income housing
tax credit enacted in the Tax Reform Act of 1986, some of which
may also be eligible for the historic rehabilitation tax credit.

Qualified Beneficial Assignment Certificates holders are entitled
to tax credits over the period of the Partnership's entitlement to
claim tax credits with respect to each Apartment Complex.

The Partnership is currently in the process of disposing of its
investments.


INSMED INC: Initially Completes MerckDeal, Receives $2.5 Million
----------------------------------------------------------------
Insmed Incorporated entered into an Asset Purchase Agreement for
the sale of its Follow-On Biologics platform to a subsidiary of
Merck & Co., Inc., for a purchase price of $130 million in cash.

Subject to the terms and conditions of the Agreement, (i) at the
first closing, which occurred on Feb. 12, 2009, Insmed sold to the
Merck subsidiary its INS-19 and INS-20 products and all related
intellectual property for an initial payment of
$2.5 million and, subject to the satisfaction of certain
conditions, three additional monthly payments of $2.5 million each
and (ii) Insmed agreed to sell, and the Merck subsidiary agreed to
purchase, at a second closing, the balance of Insmed's Follow-On
Biologics platform and the equipment and assets in Insmed's
Boulder Colorado facility, for an additional payment of $130
million less any amounts paid to Insmed in connection with the
first closing.

The second closing is expected to occur on March 31, 2009,
assuming all conditions to the second closing have been satisfied
prior to such date.  The transaction does not require approval by
the Insmed shareholders under Virginia law because, among other
things, Insmed is retaining its IPLEX business, including its
Virginia facility and all assets related thereto, which will be a
significant continuing business activity.  After fees, taxes and
other costs related to the transaction, the Company expects net
proceeds of approximately $123 million.

A full-text copy of the Asset Purchase Agreement is available for
free at:

               http://ResearchArchives.com/t/s?399c

On Feb. 6, 2009, Insmed Incorporated entered into an agreement
with 2545 Central LLC, the landlord of Insmed's leased facilities
located at 5797 Central Avenue, Boulder Co. and 2590 Central
Avenue, Boulder Colorado to amend the original leases for both
premises.  The amendments modify the original leases for both
premises to provide Insmed with additional options to renew and
extend each lease for four separate additional terms through to
December 31, 2035.

A full-text copy of the FIRST AMENDMENT TO LEASE is available for
free at:

               http://ResearchArchives.com/t/s?399d

A full-text copy of the SECOND AMENDMENT TO LEASE is available for
free at:

               http://ResearchArchives.com/t/s?399e

                         About Insmed

Headquartered in Richmond, Virginia, Insmed Incorporated,
(NasdaqCM: INSM) -- http://www.insmed.com -- is a
biopharmaceutical company that develops and commercializes drugs
to treat metabolic diseases, endocrine disorders, and oncology.
Its lead product candidate IPLEX, a recombinant protein product
candidate, is in Phase II clinical trials for the treatment of
myotonic muscular dystrophy, the common form of adult-onset
muscular dystrophy.  The company has license and collaborative
agreements with Fujisawa Pharmaceutical Co., Ltd., to use IGF-I
therapy for the treatment of extreme or severe insulin resistant
diabetes; and a license to Pharmacia AB's portfolio of regulatory
filings pertaining to rhIGF.  Insmed was founded in 1999.

                        Going Concern Doubt

Richmond, Virginia-based Ernst & Young LLP raised substantial
doubt about the ability of Insmed Incorporated to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed to the
company's recurring operating losses and negative cash flows from
operations.

The company said that its ability to continue as a going concern
is dependent upon its ability to take advantage of raising capital
through securities offerings, debt financing, and partnerships and
use these sources of capital to fund operations.  Management is
focusing on raising capital through any one or more of these
options.


INTEGRA BANK: Moody's Cuts Financial Strength Rating to 'D+'
------------------------------------------------------------
Moody's Investors Service downgraded Integra Bank's financial
strength rating to D+ from C, and its deposit ratings to Ba1/Not-
Prime from A3/Prime-2.  Following the rating action, the long-term
ratings remain under review for possible downgrade.  The holding
company, Integra Bank Corporation, is unrated.

The downgrade reflects Moody's view that Integra's concentration
in commercial real estate will lead to significant credit costs in
the near-term that will substantially weaken its capital position.
Although Moody's had previously incorporated Integra's CRE
concentration into its ratings, the recent sharp decline in real
estate prices and anticipated deterioration in CRE loan
performance, especially residential construction and development
loans, has led Moody's to considerably increase its loss
expectations.

As of December 31, 2008, Integra's true CRE exposure (excluding
owner-occupied loans) represented approximately 5 times tangible
common equity and over 40% of total loans.  Further, Integra's
construction and land development portfolio, which has accounted
for most of the asset quality deterioration to date, accounts for
over 60% of the CRE portfolio.  This represents one of the most
significant CRE concentrations among Moody's-rated U.S. banks.

The ratings review will focus on Integra's options for
strengthening its capital base, which is a necessary step in order
to absorb Moody's view of expected losses.  Moody's notes that
Integra has applied for participation in the U.S. Treasury's
Capital Purchase Program.  If Integra is approved to participate
in the program, Moody's expects the ratings to remain at their
current levels following the action.  If Integra is unsuccessful
in obtaining a capital injection from the U.S. Treasury, Moody's
will consider the bank's other options for raising capital.

Moody's last rating action on Integra was on February 28, 2008,
when it affirmed the bank's ratings.

Integra Bank Corporation is headquartered in Evansville, Indiana
and reported assets of $3.4 billion at December 31, 2008.

Downgrades:

Issuer: Integra Bank National Association

  -- Bank Financial Strength Rating, Downgraded to D+ from C
  -- Issuer Rating, Downgraded to Ba2 from A3
  -- OSO Rating, Downgraded to NP from P-2
  -- Deposit Rating, Downgraded to NP from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba2 from A3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba1 from A3

Outlook Actions:

Issuer: Integra Bank National Association

  -- Outlook, Changed To Rating Under Review From Stable


JEFFERSON COUNTY: Seeks More Time to Negotiate With Creditors
-------------------------------------------------------------
Alabama's Jefferson County has asked a federal court to give it
more time to negotiate with creditors to avoid what could be the
largest municipal bankruptcy in U.S. history, Reuters reported
February 18.

As reported by the Troubled Company Reporter on September 18,
2008, Syncora Guarantee Inc., a wholly owned subsidiary of Syncora
Holdings Ltd., Financial Guaranty Insurance Company, and The Bank
of New York Mellon, as Trustee for $3.2 billion of Jefferson
County Sewer Revenue Warrants, acting at the direction of the Bond
Insurers, filed a suit against Jefferson County Alabama and the
County's Commissioners.  The Bond Insurers insure approximately
$2.8 billion in Jefferson County Sewer Revenue Warrants.  The
suit, which was filed in the United States District Court for
the Northern District of Alabama, includes a request to the Court
to appoint an independent and qualified receiver to: manage the
Jefferson County Sewer System; consider and implement any
appropriate rate modifications and other sources of revenue;
ensure compliance with applicable laws; assist in achieving an
appropriate financial resolution; and pursue any bona fide claims.

Jefferson County's lawyers, according to Reuters, asked U.S.
District Judge David Proctor for a "continuance" to delay a
decision on whether to appoint a receiver to manage the operation
of the county's sewers, according to court documents.

Bloomberg News, citing two court appointed special masters, said
February 11 that sewer customers may face a 25% percent rate
increase as officials seek to renegotiate $3.2 billion debt to
avert bankruptcy.  According to Bloomberg, Jefferson County faces
insolvency after interest on more than $3 billion of adjustable-
rate debt for the county's sewer system surged to as high as 10
percent when bond insurers' credit ratings plunged following
unrelated losses involving subprime mortgages.

Jefferson County has received forbearance agreements from lenders,
including JPMorgan Chase, to give officials time to develop a
plan.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the TCR on Dec. 19, 2008, Standard & Poor's Ratings
Services has kept the ratings on Jefferson County, Alabama's
series 1997A, 2001A, 2003 B-1-A through series 2003 B-1-E, and
series 2003 C-1 through 2003 C-10 sewer system revenue bonds ('C'
underlying rating) on CreditWatch negative due to recent draws
against the system's cash and surety reserves beginning in
September 2008.

"Although the system has made two net system revenue payments to
the trustee in recent months for debt service, it has depleted its
cash reserves and a portion of its surety reserves since September
2008," said Standard & Poor's credit analyst Sussan Corson.  The
trustee estimates the system currently has $176 million remaining
in total combined surety reserves with Financial Guaranty
Insurance Co., Syncora Guarantee Inc., and Financial Security
Assurance Inc., which can be applied on a prorata basis to any
parity debt.


JESUITS OF OREGON: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
The Associated Press reports that the Jesuits of the Oregon
Province -- officially the Society of Jesus -- has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Oregon.

According to The AP, lawsuits alleging sex abuse by priests led to
the Jesuits' bankruptcy filing.  The Rev. Patrick J. Lee, the
current provincial, said in a statement, "Our decision to file
Chapter 11 was not an easy one, but with approximately 200
additional claims pending or threatened, it is the only way we
believe that all claimants can be offered a fair financial
settlement within the limited resources of the Province."  The AP
relates that many of the lawsuits involve Alaska Natives who say
they were sexually abused as children while living in remote
villages.

The AP states that the Jesuits listed less than $5 million in
assets and almost $62 million in liabilities.  Ken Roosa, an
attorney representing more than 60 Alaska Natives, said on Tuesday
night that the order is vastly underestimating its assets, as the
Jesuits have assets of "more than a billion dollars," The AP
reports.

The Jesuits said that it has worked "diligently" to resolve claims
of misconduct and that it has settled more than 200 claims, paying
more than $25 million to victims since 2001, The AP relates.  The
amount, according to The AP, excludes payments made by insurers.

The Jesuits of the Oregon Province religious order has 10
provinces in the U.S. The Oregon Province covers Oregon,
Washington, Alaska, Idaho, and Montana.  The order is based in
Portland.


LANDAMERICA FINANCIAL: Seeks to Sell FNF Stock When Price Is Right
------------------------------------------------------------------
LandAmerica Financial Group, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to sell its
common shares of Fidelity National Financial, Inc.

On December 21, 2008, the Debtor entered into an amended and
restated Stock Purchase Agreement with FNF, Fidelity National
Title Insurance Company and Chicago Title Insurance Company
pursuant to which LFG sold, among other things, its capital stock
in Commonwealth Land Title Insurance Company and Lawyers Title
Insurance Corporation. The transaction closed on December 22,
2008. Pursuant to the terms of the Revised SPA, among other
consideration, FNF issued to LFG 3,176,620 shares of its common
stock.

John H. Maddock III, Esq., at McGuirewoods LLP, in Richmond,
Virginia, relates that in early January 2009, the Debtor discussed
the option of selling the Stock (at the time the Stock was trading
at prices in excess of $16 per share) with the official committee
of unsecured creditors of LFG.  At that time, the members of the
LFG Creditors' Committee, who serve as representatives of the
beneficiaries of the Stock proceeds, notified the Debtor, in
writing, that the committee did not want the Debtor to sell the
Stock at that time. While the decision to sell the Stock must rest
on the Debtor's business judgment, the LFG Creditors' Committee's
view as to the timing and method of such disposition is a
significant consideration that informs that judgment.  In this
regard, the Debtor informed the LFG Creditors' Committee at that
time that it would refrain from selling the Stock and, assuming
the absence of new developments, defer in large part to the
judgment of the committee as to when and how the Stock should be
sold.  Since that time, the Debtor understands that the LFG
Creditors' Committee has developed a protocol and formed a
subcommittee to analyze the disposition of the Stock.

On February 5, 2009, FNF filed a Registration Statement Under the
Securities Act of 1933 with the United States Securities and
Exchange Commission, registering the Stock for resale by the
Debtor.  Pursuant to the Form S-3, the Debtor may offer and resell
from time to time any or all of the Stock.

The Debtor intends to sell the Stock in open market transactions,
by private placement, or any other means permissible under
applicable law, subject to the prior written consent of the LFG
Creditors' Committee.

Mr. Maddock explains that FNF is a holding company that is a
provider, through its subsidiaries, of title insurance, specialty
insurance, claims management services, and information services
throughout the United States. Since the Stock was acquired by LFG,
the value of FNF's stock has been increasing.  On December 22,
2008, the value of the Stock was [$14.82] per share.  As of
February 12, 2009, the Stock was trading at $18.24 per share.
Given the daily fluctuation in prices and the volatility of the
market, the Debtor seeks to ensure that it has the ability to act
quickly to liquidate all or a portion of the Stock when it and the
LFG Creditors' Committee agree it is advisable to do so.1

Upon consummation of a sale of the Stock, the Debtor will file a
notice with the Court informing the Court and parties in interest
of the net sale price obtained.

                    About LandAmerica Financial

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

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

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

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


LANDRY'S RESTAURANTS: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'B' corporate credit rating, on Houston-based
Landry's Restaurants Inc. and removed them from CreditWatch, where
they were placed on Jan. 28, 2008, with negative implications.
The outlook is stable.

This action follows the company's funding of its new senior
secured credit facility and its new senior notes to refinance its
9.5% senior unsecured notes.

At the same time, S&P assigned a '1' recovery to Landry's
$215 million senior secured facility, consisting of a
$165 million term loan and a $50 million revolving credit
facility.  The '1' recovery rating indicates S&P's expectation of
very high (90%-100%) recovery of principle in the event of default
and also dictates an issue-level rating of 'BB-', two notches
above the issuer's corporate credit rating.  S&P also assigned a
'3' recovery rating to Landry's $295.5 million senior secured
notes (with an original issue discount of $260 million).  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-
70%) recovery of principle in the event of default and also
dictates an issue-level rating of 'B', the same as the corporate
credit rating.

At the same time, S&P affirmed the ratings, including the 'B-'
corporate credit rating, on Las Vegas based-Golden Nugget Inc., an
unrestricted subsidiary of Landry's, and removed the ratings from
CreditWatch with negative implications, where they were placed on
Jan. 28, 2008.  The Golden Nugget has a negative outlook.

"The outlook is stable," said Standard & Poor's credit analyst
Charles Pinson-Rose, "and incorporates that credit metrics should
be mostly maintained at current levels in the near term and that
cash flows from operations should supply adequate liquidity."


LEAR CORP: Bank Loan Continues to Sell at Substantial Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 46.05 cents-on-the-
dollar during the week ended February 13, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.06 percentage points from
the previous week, the Journal relates.  Lear pays interest at 250
points above LIBOR.  The bank loan matures on March 29, 2012.  The
bank loan is unrated.

Participations in a syndicated loan under which fellow parts maker
Dana Corp. is a borrower traded in the secondary market at 38.25
cents-on-the-dollar during the week ended February 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.75
percentage points from the previous week, the Journal relates.
Dana pays interest at 375 points above LIBOR.  The bank loan
matures on January 31, 2015.  The bank loan carries B3 Moody's
rating and B+ S&P rating.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on Jan. 9, 2009,
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Lear Corporation, to Caa2 from
B3.  In a related action, the rating of the senior secured term
loan was lowered to Caa1 from B2, and the rating on the senior
unsecured notes was lowered to Caa2 from B3.  The ratings remain
on review for further possible downgrade.

According to the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Southfield, Michigan-based Lear Corp. to 'B-' from 'B'.  At the
same time, S&P also lowered its issue-level ratings on the
company's debt.  The ratings remain on CreditWatch, where they had
been placed with negative implications on Nov. 13, 2008.


LEHMAN BROTHERS: Gets Court Nod to Inject $272M in Woodlands
------------------------------------------------------------
Lehman Brothers Holdings Inc. won authority from the U.S.
Bankruptcy Court for the Southern District of New York to infuse
additional $272 million of capital into Woodlands Commercial Bank,
Bloomberg's Bill Rochelle said.

"I'm satisfied there are sound business reasons that
support this action," U.S. Bankruptcy Court Judge James M. Peck
said at the hearing, according to Bloomberg.  Judge Peck, the
report adds, also approved a request by Lehman to contribute as
much as $185 million to its Lehman Brothers Bank FSB thrift unit.

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

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

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

Based on its quarterly financial reports ending December 31, 2008,
Woodlands Commercial's risk-based capital is about $405 million,
which produced a total risk-based capital ratio at a 5.4% level,
leaving the bank below the 8% ratio considered adequate under the
regulations of the FDIC and DFI.  FDIC has reportedly issued a
cease and desist order requiring Woodlands Commercial to raise its
capital by no later than February 20, 2009, and submit a capital
plan on how it would maintain a sufficient capital by no later
than February 19, 2009.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
says that LBHI and the management of Woodlands Commercial, in
consultation with the Official Committee of Unsecured Creditors,
are already working on the capital plan.  "Central to this plan is
an initial capital infusion by [Lehman Brothers Holdings] of up to
approximately $200 million into the bank so that the bank
presently reaches the adequacy," he says.

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

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

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

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

                      About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: KPMG HK to Hold Press Briefing February 24
-----------------------------------------------------------
Edward Middleton, Head of Restructuring at KPMG, said the firm has
held meetings with creditors and shareholders of eight Lehman Hong
Kong subsidiaries:

   1. Lehman Brothers Securities Asia Limited (In Liquidation)
   2. Lehman Brothers Futures Asia Limited (In Liquidation)
   3. Lehman Brothers Asia Limited (In Liquidation)
   4. Lehman Brothers Asia Holdings Limited (In Liquidation)
   5. Lehman Brothers Asia Capital Company (In Liquidation)
   6. LBQ Hong Kong Funding Limited (In Liquidation)
   7. Lehman Brothers Nominees (H.K.) Limited (In Liquidation)
   8. Lehman Brothers Commercial Corporation Asia Limited (In
      Liquidation)

KPMG says it will hold a press briefing in Hong Kong at 12:00
noon, Tuesday 24 February, to update on Lehman's creditors
meetings.  The briefing will follow a shareholders meeting with
Lehman Brothers Asia Capital Company (LBACC) (In Liquidation), at
11:00 am.

According to Financial Times, creditors have been told that Lehman
Brothers' Hong Kong operations made inter-company transfers
totalling $6.7bn to the bank's Japanese arm -- a far larger amount
than previously revealed.  The bank's Hong Kong entities, FT adds,
also held several hundred million dollars in accounts at Lehman
Brothers Bankhaus, a deposit taking institution based in
Frankfurt.

Meanwhile, Bloomberg News, citing the Economic Daily News
(Taipei), said last week that Taiwan is planning to freeze
Lehman's assets of about NT$20 billion ($588 million) on the
island to compensate investors who lost money from Lehman-linked
products.  Taiwan's investors, according to the Taipei newspaper,
citing a regulator, hold about NT$78 billion of Lehman-linked
securities.

KPMG is a global network of professional firms providing Audit,
Tax and Advisory services.  KPMG China has 12 offices (including
KPMG Advisory (China) Limited) in Beijing, Shenyang, Qingdao,
Shanghai, Nanjing, Chengdu, Hangzhou, Guangzhou, Fuzhou, Shenzhen,
Hong Kong and Macau, with more than 8,500 professionals.

                      About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: Former LBI Director Sues Barclays for Severance
----------------------------------------------------------------
Maximilian Coreth, a former Lehman Brothers Inc. managing
director, who was fired after being transferred to Barclays
Capital Inc. when it bought Lehman's brokerage business, sued
Barclays seeking $19.6 million in severance pay, Bloomberg News
said.

Christopher Scinta of Bloomberg reported, citing the complaint,
that Mr. Coreth's employment agreement with Lehman stated that if
he was terminated without cause before February 2009 he would
receive $19.6 million in severance.

Coreth began working for Barclays Capital, a unit of Londonbased
Barclays Plc, Sept. 16 after it bought Lehman's North American
brokerage.  He was fired without cause Oct. 14, according to the
suit.

                      About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LIBERTY MEDIA: Fitch Retains BB Negative Watch After Sirius Loan
----------------------------------------------------------------
Fitch Ratings stated that Liberty Media LLC's 'BB' Issuer Default
Rating and debt ratings remain on Rating Watch Negative.  The
ratings were placed on Watch Negative on Sept. 3, 2008, when
Liberty's board of directors authorized management to proceed with
development of a plan to split-off the assets of Liberty
Entertainment, most notably its approximately 50% stake in
DirecTV.

Liberty announced that it intends to lend a net $500 million to
Sirius XM Radio Inc. subject to certain conditions.  The announced
investment in Sirius will essentially substitute a portion of
Liberty's liquid investment portfolio (cash, marketable
securities, and/or equity collars) with secured debt of the
challenged satellite radio operator.  Excluding Entertainment
assets, Fitch estimates Liberty's liquidity prior to the Sirius
transaction to comprise approximately $2.5 billion of cash
(including the Reserve Fund) and nearly $4 billion in net
marketable securities and equity collars.  While the Sirius
transaction is negative from a liquidity standpoint, it is
partially mitigated by Liberty's position in Sirius' capital
structure, which should ultimately result in approximately 50% of
$1 billion of total debt secured by all assets of Sirius.

While the final documents have not been filed yet, Fitch expects
Liberty's loan to carry a limitation on additional secured debt.
Assuming existing bank lines are extended (a condition precedent
for Liberty to lend a portion of the loan), Sirius management
should be able to re-concentrate their focus from liquidity issues
to operational issues.  Fitch would expect this to include
renegotiation of programming terms that have resulted in
significant cash burn to date.  Sirius had $360 million of cash at
Sept. 30, 2008 but has been burning over $300 million per year.
While the majority of the Liberty loans will be used to redeem
maturing debt, Fitch anticipates that some cash will remain for
working capital purposes.

Liberty's ratings continue to be supported by operating cash flows
(predominantly through QVC) that cover total cash interest at
approximately 3 times, with further bondholder protection through
asset coverage (excluding operating businesses) of net debt and
deferred tax liabilities of over 0.5x.  Liberty has some
significant maturities over the next five years, most notably
$5.2 billion in QVC bank debt due 2011.  Fitch expects operating
cash flows to be able to reduce bank drawings to below
$4.5 billion by maturity.  Additional maturities include
$800 million of bonds due 2013 and $1.3 billion of Time Warner
Exchangeable debt puttable in 2013.  Given the existing capital
markets and QVC's operational issues, Liberty's portfolio of cash
and marketable securities could become ever more important over
the intermediate term to handle these maturities and offset loan
reductions, tight credit markets, and higher interest expense.

Fitch expects to resolve the Negative Rating Watch when the
Liberty Entertainment spin is finalized (or if it is abandoned).
Management currently expects to finalize the spin in the first
half of 2009.


LIBERTY MEDIA: S&P Retains Negative CreditWatch on 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Liberty Media Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Dec. 15. 2008.

This CreditWatch listing was based on the company's plan to
distribute a majority of its Liberty Entertainment tracking stock
assets to existing Liberty Entertainment tracking stockholders
through the split-off of a newly formed subsidiary, Liberty
Entertainment Inc.  LMEI will comprise Liberty's entire 52%
interest in the DIRECTV Group Inc., its 50% interest in GSN LLC,
100% of FUN Technologies, and 100% of Liberty Sports Holdings Inc.
LMEI will also be the obligor on about $2 billion of derivative
borrowings.  Upon completion of the split-off (expected in the
second quarter of 2009), S&P expects to lower its corporate credit
rating on Liberty Media to 'BB-' with a negative outlook.

This CreditWatch update follows the announcement that Liberty
Media and SIRIUS XM Radio Inc. have entered into an agreement
under which Liberty Media will invest a total of $500 million,
after fees, in the form of loans to SIRIUS XM and receive a
preferred equity interest convertible into a 40% stake in SIRIUS
XM.  The investment will be funded in two phases.  The first phase
includes a $280 million senior secured loan.  SIRIUS XM will use
the proceeds to repay $171.6 million of its maturing 2.5%
convertible notes due Feb. 17, 2009, and the balance for general
corporate purposes.  The loan will bear interest a rate of 15%,
maturing in December 2012, and be secured by the assets securing
SIRIUS XM's existing term credit facility.  The second phase will
provide an additional $150 million loan to XM Satellite Radio,
SIRIUS XM's wholly owned subsidiary.  In addition, Liberty Media
agreed to offer to purchase up to
$100 million of the loans outstanding under XM Satellite Radio's
existing credit facilities.  Upon completion of the second phase
of the Liberty investment, 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.  Liberty's obligation
to consummate the second phase of its investment is subject to
various closing conditions.

"Liberty Media's investment in SIRIUS XM currently does not affect
our prospective rating outcome following the split-off of LMEI,"
said Standard & Poor's credit analyst Andy Liu.  "We still expect
to lower our rating on Liberty Media to 'BB-' with a negative
outlook.  However, given that SIRIUS faces maturities above and
beyond Liberty Media's investment, as well as significant
operating challenges, a further financial commitment by Liberty
Media could affect our rating on the company."

Upon completion of the split-off, S&P will review the final terms
before resolving the CreditWatch listing.  If the split-off is
completed according to the current plan, S&P will implement the
outlined rating action.  If there are substantial changes to the
split-off, S&P will review the new structure in determining the
new rating outcome.


LYONDELLBASELL: Misses Coupon Payments, Fitch Withdraws Ratings
---------------------------------------------------------------
Fitch Ratings has withdrawn Netherlands-based petrochemicals
company LyondellBasell Industries AF SCA's Long- and Short-term
Issuer Default Ratings of 'C' on Rating Watch Negative.  Its US
subsidiaries Lyondell Chemicals Company, Lyondell Basell Finance
Co, Equistar Chemicals L.P and Millennium America Inc. have been
affirmed at Long-term IDR 'D' and withdrawn.  Fitch has also
affirmed and withdrawn all the debt ratings on LBI, Lyondell
Basell Finance Co, Millennium America Inc., Equistar Chemicals
L.P. and Lyondell Chemicals Company.  Fitch will no longer provide
public ratings or analytical coverage of LBI.

The withdrawal of the ratings follows LBI's announcement that its
US subsidiaries and one of its holding companies in Europe had
filed for a reorganization of its operations and balance sheet
under the protection of Chapter 11 in the U.S. Bankruptcy Code for
the Southern District of New York.  Further, on 15 February 2009,
LBI missed coupon payments on its US$615 million and
EUR500 million European bonds due in 2015, according to company
unconfirmed reports.


FOAMEX INT'L: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Foamex International Inc.
        Rose Tree Corporate Center II
        1400 N. Providence Road, Suite 2000
        Media, PA 19063-2076

Bankruptcy Case No.: 09-10560

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
FMXI, LLC                                          09-10561
Foamex L.P.                                        09-10562
Foamex Latin America, Inc.                         09-10563
Foamex Mexico, Inc.                                09-10565
Foamex Carpet Cushion LLC                          09-10566
Foamex Asia, Inc.                                  09-10567
Foamex Canada Inc.                                 09-10568

Related Information: Foamex produces cushioning for bedding,
                     furniture, carpet cushion and automotive
                     markets.  The Company also manufactures
                     polymers for the industrial, aerospace,
                     defense, electronics and computer industries.

                     The Company and eight affiliates first filed
                     for chapter 11 protection on Sept. 19, 2005
                     (Bankr. Del. Case Nos. 05-12685 through
                     05-12693).  On Feb. 2, 2007, it won
                     confirmation of its plan of reorganization,
                     and 10 days later, emerged from bankruptcy

                     See: http://www.foamex.com

Chapter 11 Petition Date: February 18, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Ira S. Dizengoff, Esq.
                  Phillip M. Abelson, Esq.
                  Brian D. Geldert, Esq.
                  Akin Gump Srauss Hauer & Feld LLP
                  One Bryant Park
                  New York, NY 10036
                  Tel: (212)872-1000
                  Faxl: ((212) 872-1002
                  http://www.ycst.com

Co-counsel: Mark E. Felger, Esq.
            Jeffrey R. Waxman, Esq.
            Cozen O'Connor
            1201 N. Market Street, Ste 1400
            Wilmington, DE 19801
            Tel: (302) 295-2087
            Faxl: ((302) 295-2013

Investment Banker: Houlihan Lokey

Accountant: McGladrey & Pullen LLP

Claims Agent: Epiq Bankruptcy Solutions LLC

The Debtors' financial condition as of September 28, 2008:

Total Assets: $363,821,000

Total Debts: $379,710,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dow Chemical                   Trade debt        $18,129,397
2030 Dow Center
Midland, MI 48674
Attn: Pat Dawson
Tel: (989) 636-8758
Fax: (989) 636-2705

Milliken & Company             Trade debt        $2,905,843
920 Milliken Road
Spartanburg, SC 29303
Attn: Denis Golden
Tel: (212) 819-4586
Fax: (212) 819-4279

Bayer Corporation              Trade debt        $1,358,866
100 Bayer Road
Pittsburgh, PA 15205
Attn: G.F. Jerry MacCleary
Tel: (989) 636-4947
Fax: (412) 777-2404

Textileather                   Trade debt        $902,994
Dept 77116
P.O. Box 77000
Detroit, MI48277-0116
Attn: Doug Holder
Tel: (248) 761-3311
Fax: (519) 740-2977

Canadian General Tower         Trade debt        $850,382
52 Middleton Street
Cambridge, ON NIR 5T6
Attn: Doug Holder
Tel: (248) 761-3311
Fax: (519) 740-2977

Shell Chemical Co.             Trade debt        $684,000
P.O. Box 2463
Houston, TX 77252-2463
Calgary, Alberta T2P 213
Attn: Martin Mohr
Tel: (403) 691-4031
Fax: (403) 691-4970

Centimark Corporation          Trade debt        $511,407
298 Hansen Access Road
King of Prussia, PA 19406
Attn: Michael Mangiaruga
Tel: (800) 759-9880 ext. 3507
Fax: (610) 382-3170

Chemtura Corporation           Trade debt        $507,832
199 Benson Road
Middlebury, CT 06749
Attn: Martin Swing
Tel: (704) 577-2344
Fax: (704) 894-0162

Bayer Inc.                     Trade debt        $467,770

EDS Corporation                Contract          $401,552

Momentive Performance          Trade debt        $332,426
Materials

Suminoe Textile                Trade debt        $306,501

Dow Chemical Canada            Trade debt        $304,335

Furniture Transportation       Trade debt        $292,344

Riviera Finance                Trade debt        $272,409

Empire Wrecking Co of          Trade debt        $264,162
Reading PA

Cytec Industries Inc.          Trade debt        $249,892

Huntsman Polyurethanes         Contract          $242,139

US Connections                 Trade debt        $224,001

Lanxess Corporation            Trade debt        $222,252

Tri-Con Industries Inc.        Trade debt        $214,643

Edge-Sweets                    Trade debt        $207,702

Clean Air Specialists Inc.     Trade debt        $203,730

Evonik Goldschmidt             Trade debt        $179,218
Corporation

Conwed Plastics                Trade debt        $174,570

The petition was signed by John G. Johnson, Jr., president and
chief executive officer.


MAGNA ENTERTAINMENT: Faces March 20 Maturity of $48.5-Mil. Loan
---------------------------------------------------------------
Magna Entertainment Corp. said MI Developments Inc., the Company's
controlling shareholder, will not be proceeding with its
reorganization proposal.  MEC is in discussions with MID
concerning alternatives to the reorganization proposal.  MEC
cautions shareholders and others considering trading in securities
of MEC that there can be no assurance that any alternative
transaction will be completed.

As reported by the Troubled Company Reporter on January 5, 2009,
Magna entered into a transaction agreement with MID and entities
affiliated with MEC's chairman and chief executive officer, Frank
Stronach, to implement a proposed reorganization of MID that
includes the spin-off of MEC to MID's existing shareholders.  The
Transaction Agreement contemplates, among other things, a multi-
step series of proposed transactions designed to recapitalize and
reposition MEC to enable it to pursue its strategy of horse
racing, gaming and entertainment on a standalone basis.  If the
transactions contemplated by the Transaction Agreement are
implemented, MEC will ultimately be controlled directly by the
Stronach Group, MID will no longer have any ownership interest in
MEC and MID will be prohibited from investing any additional funds
into, or entering into any new transactions with, MEC without the
approval of the minority MID Class A shareholders.

                  Loan Maturity Date Accelerated

In accordance with the terms of certain of MEC's loan agreements,
the maturity date of the first tranche of the new loan that a
subsidiary of MID made available to MEC on December 1, 2008, in
connection with the reorganization proposal, the maturity date of
the bridge loan from MID Lender and the deadline for repayment of
US$100 million under the Gulfstream project financing facility
from MID Lender will each be accelerated to March 20, 2009.

The maturity date of the second tranche of the New Loan has
already been accelerated to May 13, 2009.

As of February 18, 2009, there is roughly US$48.5 million
outstanding under the first tranche of the New Loan, roughly
US$0.7 million outstanding under the second tranche of the New
Loan and roughly US$126.2 million outstanding under the bridge
loan.

In accordance with its terms, the maturity date of MEC's
US$40 million credit facility with a Canadian chartered bank will
also accelerate to March 5, 2009.

If MEC is unable to repay its obligations when due or satisfy
required covenants in its loan agreements, substantially all of
its other current and long-term debt will also become due on
demand as a result of cross-default provisions within loan
agreements, unless MEC is able to obtain waivers, modifications or
extensions.  In the event MEC is unsuccessful in its efforts to
raise additional funds, through an alternative transaction with
MID, assets sales, by taking on additional debt or by some other
means, MEC will not be able to meet such obligations.

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. (MECA) is
North America's largest owner and operator of horse racetracks,
based on revenue.  The Company develops, owns and operates horse
racetracks and related pari-mutuel wagering operations, including
off-track betting facilities.  MEC also develops, owns and
operates casinos in conjunction with its racetracks where
permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and
shareholders' equity of $272.7 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MERGE HEALTHCARE: Posts $23.7MM Loss, Sales Slightly Drop in 2008
-----------------------------------------------------------------
Merge Healthcare Incorporated disclosed financial results for the
fourth quarter and year ended Dec. 31, 2008.

Fourth quarter net sales totaled $15.1 million, compared to
$15.6 million in the fourth quarter of 2007 and $14.6 million in
the third quarter ended Sept. 30, 2008.

Operating income for the fourth quarter was $3.7 million, compared
to an operating loss of $8.5 million in the fourth quarter of 2007
and operating income of $1.3 million in the third quarter of 2008.

Net income for the fourth quarter of 2008 was $1.9 million,
compared to a net loss of $9.5 million in the fourth quarter of
2007 and a net income of $400,000 in the third quarter of 2008.
Net income for the fourth quarter of 2008 includes a non-cash
charge of $1.4 million due to the impairment of certain equity
investments.

During the fourth quarter of 2008, the cash balance increased by
$3.4 million to $17.8 million at Dec. 31, 2008.  In addition,
deferred revenue increased by $1.0 million to $16.8 million at
Dec. 31, 2008.

"These results show continued positive progress on our turnaround
efforts at Merge," according to Justin Dearborn, CEO of Merge
Healthcare.  "They also indicate our ability to function
profitably in a very challenging market."

For the year ended Dec. 31, 2008, net sales totaled $56.7 million,
compared to $59.6 million for the year ended Dec. 31, 2007.  The
operating loss for 2008 was $21.7 million compared to an operating
loss of $171.2 million for 2007.  Total operating loss for 2008
reflects an operating loss of $26.7 million during the first half
of the year and operating income of $5.0 million during the second
half of the year.  Contributing to the operating loss for 2007 was
a goodwill impairment charge of $122.4 million.

Net loss for 2008 totaled $23.7 million compared to a loss of
$171.6 million for 2007.

               About Merge Healthcare Incorporated

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

As reported by the Troubled Company Reporter on November 5, 2008,
Merge Healthcare Incorporated's balance sheet at Sept. 30, 2008,
showed total assets of $53,533,000, total liabilities of
$46,674,000 and shareholders' deficit of $6,859,000.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


NAILITE INTERNATIONAL: Obtains Court OK to Borrow $1 Million
------------------------------------------------------------
Nailite International Inc. was authorized by the U.S. Bankruptcy
Court for the District of Delaware to access, on the interim, $1
million from the $3 million DIP facility provided by Premier
Exteriors LLC, Bloomberg's Bill Rochelle said.

Nailite filed for bankruptcy due to 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.  Premier
purchased all of the rights of National City Bank under the credit
agreement including the obligations of the Company

The final hearing on the DIP financing will be held March 12.

                  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.

Nailite International filed for Chapter 11 on Feb. 13, 2009
(Bankr. D. Del., Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the Company
estimated assets and debts of $50 million to $100 million.


NORMAN SALTER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Norman J. Salter
        Kerri A Salter aka Kerri D Anderson
        5111 Caroli Lane
        La Canada, CA 91011

Bankruptcy Case No.: 09-11653

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 13, 2009:

        Entity                                     Case No.
        ------                                     --------
Valleyheart LP                                     09-10353

Chapter 11 Petition Date: February 17, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtors' Counsel: Craig M. Rankin, Esq.
                  cmr@lnbrb.com
                  Levene Neale Bender
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim    Claim Amount
   ------                      ---------------    ------------
Cathay Bank                    Guaranties for     $68,298,494
Attn: Eddie Chang              loans made to 4th
250 S. Atlantic Blvd, 2d Floor street Loft
Monterey Park, CA 91754        Partners, LP [Est.
626) 284-9686                  Value of Real
                               Property Securing
                               Loan $55,000,000),
                               Dupont Lofts,LP
                               [Est. Value of Real
                               Property Securing
                               Loan 526,000,0001,
                               Acama Villas LP
                               [Est. Value of Real
                               Property Securing
                               Loan 53,000,0001,
                               Aqua Vista Villas
                               LP [Est. Value of
                               Real Property
                               Securing Loan
                               $6,500,000]

Countrywide Financial          Guaranty on loan   $34,390,193
Attn: David Kegaries           made to Brockman
4500 Park Granada              Building Lofts, LLC
Calabasas, CA 91302            [Est. Value of Real
Tel: (213) 621-3617            Property Securing
                               Loan $20,000,000]

Preferred Bank                 Guaranty on loans  $23,638,8470
601 S. Figueroa St., 29th      made to Boxwood
Floor Los Angeles, CA 90017    Lofts, Inc. [Est.
Los Angeles, CA 90017          Value of Real
Tel: (213) 891-1188            Property Securing
                               Loan $7,000,0001,
                               13340 Washington
                               Development, LLC
                               [Est. Value of
                               Real Property
                               Securing Loan
                               $4,500,000], and
                               Eagle Rock Blvd.
                               Partners LP [Est.
                               Value of Real
                               Property Securing
                               Loan $4,000,000]

Wells Fargo Bank               Guaranty on loan   $22,850,000
Attn: John Ferguson            made to 4000
420 Montgomery Street 2030     Metropolitan/NACL
San Francisco, CA 94104        Properties LLC
Tel: (949) 251-4310            [Est. Value of
                               Real Property
                               Securing Loan
                               $25,000,000],
                               and Von Karman II,
                               LLC [Est. Value of
                               Real Property
                               Securing Loan
                               $14,000,000]

Bank of America                Guaranty on loan   $18,359,975
Attn: David Kegaries           Floor made to West
101 N. Tyron 333               Hills Townhouse
Charlotte, NC 28255            Partners [Est.
Tel: (213) 621-3617            Value of Real
                               Property Securing
                               Loan $12,000,0001

Macquarie Bank                 Guaranty on loan   $15,000,000
Attn: Jaybin Henderson         made to Platinum
Santa Monica Blvd., Suite 250  Triangle
Boulevard Venice, CA 90291     Condominiums
                               [Est. Value of
                               Real Property
                               Securing Loan
                               $18,000,000]

Arbor Realty Mortgage          Guaranty on loan   $11,522,3150
Attn: Mark Fogel               made to 2010 E.
Securities Arbor Realty        Ocean Boulevard
Mtg Secs 2005-1 Ltd.           LLC [Est. Value of
333 Earle Ovlngton Blvd.       Real Property
Suite 900                      Securing Loan
Uniondale, NY 11553            $5,500,000]
Tel: (516) 832-6589

America First Credit Union     Guaranty on loan   $8,950,391
Attn: Dave Christensen         made to Utopia
1344 W. 4675                   Development
Riverdale, UT 84405            Corporation [Est.
Tel: (801) 827-8605            Value of Real
                               Property Securing
                               Loan $4,000,000]

Grayl CPB, LLC                 Guaranty on loan   $8,007,000
Attn: William Hamlin           made to
550 West CSt., Suite           Valleyheart, LP
San Diego, CA 92101            [Est. Value of Real
Tel: (619) 544-9100            Property Securing
                               Loan $5,000,000]

Wachovia Bank                  Guaranty on loan   $7,103,000
Attn: Kenneth D. Fox at        made to Beachfront
      Sheppard, Mullin et al.  Villas [Est. Value
      LLP                      of Real Property
Costa Mesa, CA 92626 LP        Securing Loan
                               $13,500,000]

First Community Bank           Guaranty on loan   $7,085,303
Attn: Mark Paterson            made to West
438 First St. First Community  Millennium Homes
Bank                           of Utah, Inc. and
Santa Rosa, CA 95401           Liberty Valley
Tel: (801) 424-7981            Village LP [Est.
                               Value of Real
                               Property Securing
                               Loan $2,500,000]

Chinatrust Bank USA            Guaranty on loan   $6,171,563
Attn: Frank Chen               made to NO Torrance
22939 Hawthorne Blvd.          Seniors [Est. Value
Torrance, CA 90505             of Real Property
Tel: (626) 913-8815 LLC        Securing Loan
                               $5,000,000]

San Luis Trust Bank            Guaranty on loan   $5,631,770
Attn: Paul White               made to 600 Morro
1001 Marsh Street              Bay LP [Est. Value
San Luis Obispo, CA 93401      of Real Property
Tel: (805) 541-9200            Securing Loan
                               $4,200,000]

Robert Nolan                   Guaranty on loan   $5,366,667
211 Culver Blvd., St. T        made to 4th Street
Playa Del Rey, CA 90293        Loft Partners LP
Tel: (310) 821-0921            [Est. Value of
                               Real Property
                               Securing Loan
                               $5,000,000] and
                               West Mellennium
                               Homes, Inc. and
                               of an investment
                               in Dupont Lofts LP

Six Point Co.                  $4,000,000 loan to $4,000,0000
Nate Walker                    Oilip Ram and
20525 Chatsboro Or.            Norman Salter
Woodland Hills, CA 91364       secured by a 2nd
                               Trust Deed on
                               property owned by
                               Beachfront Villas
                               LP [Est. Value of
                               Real Property
                               Securing Loan
                               $13,500,000]

First Republic                 Bank Guaranty on   $3,742,155
Attn: Lisa Lemons              loan made to Villa
111 Pine St. Managing Dr.      O'Este, LP [Est.
Private Banking                Value of Real
San Francisco, CA 94111        Property Securing
                               Loan $5,200,000]

Abraham Iny                    Lawsuit            $2,350,000
Attn: Lawrence C. Ecoff
1729 280 S. Beverly Dr.
Encino, CA 91436
Tel: (310) 887-1850

Neil Miller                    Lawsuit            $2,350,000
Attn: Lawrence C. Ecoff
Ecoff, Law & Salomons, LLP
Los Angeles, CA 90064
Beverly Hills, CA 90212
Tel: (310) 887-1850

Zebrack Group                  Loan               $1,535,307
Attn: Dale Alberstone
2029 S. Sepulveda Blvd.
2nd Floor 1801
Los Angeles, CA 90025
Tel: (310) 277-7300

Pacific Commerce Bank          Bank loan          $1,000,000
Attn: Cliff Nielsen
420 East 3rd St, Ste 100
Los Angeles, CA 90013
Tel: (213) 417-0155

MR Development Co., LLC        Guaranty for loan  $1,000,0000
Attn: Nate Walker              made to Dupont
19456 Ventura Blvd.            Lofts, LP [Est.
Tarzana, CA 91356              Value of Real
Tel: (818) 344-7171            Property Securing
                               Loan $26,000,000]


NORTEL NETWORKS: To Submit New Business Plan Within Next Few Weeks
------------------------------------------------------------------
Reuters, citing a senior company official, reported that Nortel
Networks Corp aims to present its new business plan on how it will
scale down its business operations within the next few weeks.

U.S.-based unit Nortel Networks Inc. has obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to file
until April 14, 2009 their reports of financial information about
the companies in which they hold a controlling or substantial
interest.  The Debtors estimate that there are more than 30
companies where they hold substantial or controlling interest,
most of which the Debtors do not have sole discretion to report
information about their business.

With respect to its Canadian cases, NNC and four affiliates won an
extension from the Ontario Superior Court of Justice of the stay
order against creditors until May 1.  NNC has said the extension
was necessary to provide stability to the Company's business while
it prepares a restructuring plan, with the assistance of Ernst &
Young Inc. and their advisers.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.


NOVA BIOSOURCE: Receives Delisting Notice From NYSE Alternext
-------------------------------------------------------------
Nova Biosource Fuels, Inc. (NBF) said on February 10, 2009, the
Company received a notice from NYSE Alternext US LLC, formerly
known as the American Stock Exchange, indicating that the Company
was not in compliance with Section 704 of the NYSE Alternext US
LLC Company Guide, formerly the American Stock Exchange Company
Guide, in that it did not hold an annual meeting of its
stockholders during 2008. In order to maintain its Exchange
listing, the Company must submit a plan of compliance by
March 10, 2009 advising the Exchange of action it has taken, or
will take, that would bring it into compliance with Section 704 of
the Company Guide by August 11, 2009.

The Corporate Compliance Department of the Exchange will evaluate
the plan and make a determination as to whether the Company has
made a reasonable demonstration in the plan of an ability to
regain compliance with the continued listing standards by
August 11, 2009, in which case the plan will be accepted. If the
plan is accepted, the Company may be able to continue its listing
during the plan period up to August 11, 2009, during which time it
will be subject to periodic review to determine whether it is
making progress consistent with the plan. If the Company does not
submit a plan, if the Company submits a plan that is not accepted
or if the plan is accepted but the Company is not in compliance
with the continued listing standards at the conclusion of the plan
period or does not make progress consistent with the plan during
the plan period, the Company may become subject to delisting
proceedings in accordance with Section 1010 and Part 12 of the
Company Guide.

During 2008 and early 2009, the Company has been focused on
commissioning its flagship biodiesel refinery in Seneca, Illinois
and obtaining the working capital necessary to operate the
refinery at full capacity while reducing its general and
administrative expenses. The Company intends to submit a plan to
the Exchange and hold an annual meeting of stockholders in the
late April to May time frame to regain compliance with the
Exchange's listing standards.

                   About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com/--
refines and markets ASTM D6751 quality biodiesel and related co-
products through the deployment of its proprietary, patented
process technology, which enables the use of a broader range of
lower cost feedstocks. Nova is focused on building and operating a
number of Nova-owned biodiesel refineries, with a goal of
attaining production capacity of between 190 to 210 million
gallons of biodiesel fuel on an annual basis. Nova's business
strategy includes building additional biodiesel refineries with
production capacities ranging from 20 to 100 million gallons each
per year.


NOVA M RADIO: Will File for Bankruptcy Liquidation
--------------------------------------------------
Sarah McBride at The Wall Street Journal reports that Nova M Radio
Inc. co-founder Anita Drobny said that the company will file for
bankruptcy liquidation.

WSJ relates that Ms. Drobny and her husband Sheldon founded Nova M
in 2006 and have been funding the business partly with their own
money.  The company has 34 affiliates.

WSJ states that as advertising revenue dropped, so did the
Drobnys' personal portfolio, making it impossible for them to keep
supporting Nova M, which lost $100,000 a month.  According to WSJ,
Ms. Drobny said that the financial stresses eventually affected
her husband's health, leading to the breakdown that landed him in
the hospital.

According to WSJ, Nova M's highest-profile host, Randi Rhodes,
vanished from the airwaves earlier in February.  WSJ relates that
Nova M hired Ms. Rhodes in 2008 after she fell out with Air
America.  Citing a person familiar with the matter, WSJ says that
Nova M was supposed to have promised to cover certain legal costs
for Ms. Rhodes.  According to the report, Ms. Rhodes resigned from
Nova M after discovering that her employment contract didn't offer
such indemnification.

Ms. Rhodes posted on her Web site that she left Nova M due to the
company's failure to correct an unspecified problem and says she
is seeking a new home for her show, while WSJ reports that Ms.
Rhodes' lawyer, Robert Gaulin, blamed "technical problems."

WSJ relates that Mike Malloy, Nova M's other host, will transfer
to On Second Thought Radio Network LLC.

Nova M Radio is in the business of building a Progressive Talk
radio network with the original founders of Air America Radio.
Nova M Radio nationally syndicates The Randi Rhodes Show and The
Mike Malloy Show and operates radio station 1190 KNUV in Phoenix,
Arizona.  Nova M Radio's affiliate markets include Los Angeles,
Chicago, San Francisco, Dallas, Washington DC, Seattle, Miami,
Phoenix, Minneapolis, Denver, Portland, plus both Sirius and XM
Satellite Radio.

Nova M Radio operates a tri-platform business model based on
national radio syndication, local radio station management and new
media services.


OCEANAUT INC.: To Seek Shareholder OK to Liquidate and Dissolve
---------------------------------------------------------------
Oceanaut, Inc., said February 18 that its board of directors has
determined that the Company will not consummate a business
combination by the March 6, 2009 deadline provided for in its
charter, and that it is advisable that the Company be dissolved.
As a result, Oceanaut intends to convene a special meeting of its
shareholders on March 16, 2009 to vote on a plan of liquidation
and dissolution of the Company.  The record date for the special
meeting is February 27, 2009.

The Company intends to begin promptly the process of dissolution
and liquidating its trust account in accordance with its charter
and applicable Marshall Islands law.  Assuming shareholder
approval of the Company's plan of liquidation, the Company expects
to liquidate its trust account and make an estimated payment of
approximately $ 8.27 per share of common stock.  No payments will
be made in respect of the Company's outstanding warrants or to any
of the Company's initial shareholders with respect to any shares
owned by them prior to the Company's initial public offering in
March 2007, except with respect to 625,000 shares of common stock
included in the 1,125,000 insider units purchased by Excel
Maritime Carriers Ltd., the Company's corporate sponsor, in a
private placement that closed immediately prior to
the consummation of the Company's initial public offering.

The Company intends to prepare and file with the Securities and
Exchange Commission for mailing to its shareholders, as soon as
practicable, a definitive proxy statement seeking approval to
effect the orderly liquidation and dissolution of the Company.

                       About Oceanaut Inc.

Oceanaut, Inc. (AMEX: OKN; OKN.U; OKN.WS) is a blank check company
formed for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition, stock purchase or other similar
business combination, vessels or one or more operating businesses
in the shipping industry.


ORLEANS HOMEBUILDERS: Amends Second Amended Credit Agreement
------------------------------------------------------------
On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB)
reported that it and its lenders have entered into the First
Amendment to its Second Amended and Restated Credit Loan Agreement
and First Amendment to Security Agreement, effective immediately.
Among other things, the Amendment immediately improves the
borrowing base availability calculation by decreasing certain
borrowing base category limitations.

Jeffrey P. Orleans, Chairman of the Board and Chief Executive
Officer stated, "With the help of our lending group, we have
secured this important bank amendment, which will provide us with
added liquidity and flexibility to manage in these difficult
times.  It is a challenging environment, but we have made good
progress on our stated objectives, and we have a strong and
experienced team that is managing through it."

As part of the Amendment, the Company reduced the amount of the
credit facility by approximately 8%, from $440 million to
$405 million, subject to availability determinations and other
limitations.  The Amendment provides for additional borrowing base
liquidity by amending certain category limitations for spec
inventory and model homes, as well as for land under development,
within the calculation of borrowing base availability.  These
changes immediately enhance the borrowing base liquidity of the
Company.  Certain financial covenants were modified, including
reductions in minimum consolidated tangible net worth, cash flow
from operations, minimum liquidity, and maximum cash covenants.
The interest rate was increased by 25 basis points to LIBOR plus
5.25%.  The Amendment also includes certain other terms,
modifications and definitional adjustments, which are set forth in
the final documentation.

The amendment includes these changes:

   * The amount of the credit facility was reduced by
     approximately 8%, from $440 million to $405 million.  The
     amount of the revolving credit facility will be further
     reduced to $375 million beginning July 16, 2009 and through
     maturity.  The letter of credit sublimit was reduced from
     $60 million to $30 million.  The amount available under the
     credit facility remains subject to borrowing base
     availability requirements.

   * The existing category limitations applicable to the
     determination of the net borrowing base availability were
     adjusted so that the maximum borrowing base availability
     attributable to work-in-progress inventory not subject to a
     qualifying agreement of sale -- i.e., spec inventory and
     model home inventory -- was increased from 45% to 58% of
     total work-in-process inventory including backlog units;
     this change applies to all borrowing base certificates
     delivered before July 31, 2009.  In addition, maximum
     borrowing base availability attributable to land under
     development was increased from 55% to 65% of total borrowing
     base availability for all borrowing base certificates
     delivered before July 31, 2009, but generally subject to a
     maximum of $235 million.

Garry P. Herdler, Executive Vice President and Chief Financial
Officer, stated, "The amendment significantly improves the
Company's liquidity through the reduction of borrowing base
category limitations, and it provides for immediate increased
flexibility.  We believe that this amendment is positive for both
the Company and the lending group, and we appreciate the continued
support of our lenders."

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

                http://researcharchives.com/t/s?39a9

The Troubled Company Reporter reported on February 2, 2009,
Orleans Homebuilders, Inc., received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.  The effect of this waiver is to provide a
period during which certain covenants in the Credit Facility are
waived through and including February 6, 2009, which includes a
waiver of a breach of a covenant related to the Company's
outstanding borrowings exceeding its then available borrowing
base.

                  About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  It has operations in Southeastern
Pennsylvania; Central and Southern New Jersey; Orange County, New
York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond
and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.
The Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.


ORLEANS HOMEBUILDERS: Posts $15.6MM Net Loss in Qtr. Ended Dec.
---------------------------------------------------------------
On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB),
reported results for the second quarter ending December 31, 2008.

Orleans Homebuilders is a residential homebuilder with operations
in Southeastern Pennsylvania; Central and Southern New Jersey;
Orange County, New York; Charlotte, Raleigh and Greensboro, North
Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and
Orlando, Florida.  The Company's Charlotte, North Carolina
operations also include adjacent counties in South Carolina.

Financial Highlights for the Three Months Ended December 31, 2008:

   * Fiscal year 2009 second quarter residential property revenue
     decreased 39% to $87.8 million (199 homes) compared to
     $144.5 million (323 homes) for the prior year period.  The
     average selling price for homes delivered in the fiscal 2009
     second quarter was $441,000 compared to $447,000 in the
     prior year period.

   * Fiscal year 2009 second quarter net new orders decreased 64%
     to $41.2 million (113 homes) compared to $114.7 million (284
     homes) for the prior year period.

   * The backlog at December 31, 2008 decreased 48% to
     $156.8 million (335 homes) compared to $301.3 million (610
     homes) at December 31, 2007.  The average selling price for
     homes in backlog at December 31, 2008 was $468,000 compared
     to $494,000 as of December 31, 2007.

   * The Company experienced a cancellation rate of approximately
     31% for the three months ended December 31, 2008, which is
     an increase from 26% for the three months ended December 31,
     2007.  This increase was primarily driven by lower gross
     orders.

   * The Company owned or controlled approximately 6,387 building
     lots at December 31, 2008, which includes approximately
     1,353 building lots controlled through contracts and
     options.  At December 31, 2007, the Company owned or
     controlled approximately 8,500 building lots, of which
     approximately 2,550 were controlled through contracts and
     options.  This represents a 25% decrease of lots owned or
     controlled since December 31, 2007.  As of December 31,
     2008, approximately 52% of the Company's owned lots are in
     its northern region; approximately 36% in its southern
     region, approximately 7% are in its midwestern region and
     approximately 5% in its Florida region.

   * Fiscal year 2009 second quarter GAAP loss from continuing
     operations was $15.6 million ($0.84 per diluted share) as
     compared to a GAAP loss from continuing operations of $38.6
     million ($2.09 per diluted share) for the prior year period.
     On a non-GAAP adjusted basis, the fiscal year 2009 second
     quarter loss from continuing operations was $3.5 million
     ($0.19 per diluted share) compared to fiscal year 2008
     second quarter loss from continuing operations of
     $2.0 million ($0.11 per diluted share).

   * Fiscal year 2009 second quarter non-GAAP adjusted EBITDA
     decreased to $573,000 compared to $3.1 million for the prior
     year period.

   * During the second quarter of fiscal year 2009, the Company's
     deferred tax asset reserve increased by $6.0 million.

Financial Highlights for the Six Months Ended December 31, 2008:

   * Fiscal year 2009 year-to-date second quarter residential
     property revenue decreased 33% to $176.4 million (399 homes)
     compared to $263.8 million (586 homes) for the prior year
     period.  The average selling price for homes delivered in
     the fiscal year 2009 year-to-date second quarter was
     $442,000 compared to $450,000 in the prior year period.

   * Fiscal year 2009 year-to-date second quarter net new orders
     decreased 62% to $94.9 million (248 homes) compared to
     $247.3 million (587 homes) for the prior year period.

   * The Company experienced a cancellation rate of approximately
     34% for the six months ended December 31, 2008, which is an
     increase from 24% for the six months ended December 31,
     2007.  This increase was primarily driven by lower gross
     orders.

   * Fiscal year 2009 year-to-date second quarter GAAP loss from
     continuing operations was $37.6 million ($2.03 per diluted
     share) as compared to a GAAP loss from continuing operations
     of $40.4 million ($2.18 per diluted share) for the prior
     year period.  On a non-GAAP adjusted basis, the fiscal year
     2009 year-to-date second quarter loss from continuing
     operations was $8.0 million ($0.43 per diluted share)
     compared to fiscal year 2008 year-to-date second quarter
     loss from continuing operations of $3.1 million ($0.17 per
     diluted share).

   * Fiscal year 2009 year-to-date second quarter non-GAAP
     adjusted EBITDA decreased to $43,000 compared to
     $7.3 million for the prior year period.

   * During the first half of fiscal year 2009, the Company
     recorded an impairment charge to goodwill in the amount of
     $4.2 million.  This goodwill impairment charge is related to
     the Parker and Lancaster acquisition, and was recorded in
     the Company's Southern operating segment.

   * During the first six months of fiscal year 2009, the
     Company's deferred tax asset reserve increased by
     $14.4 million.

Jeffrey P. Orleans, Chairman and Chief Executive Officer stated:
"The downturn in the housing industry has continued, due to
continued external factors, including rising unemployment and
diminished consumer confidence.  Ultimately, the housing market
will get better, although the timing of such improvement is
uncertain.  The anticipated federal stimulus provides some hope
that this rebound will occur sooner than previously expected.  We
are also hopeful that the anticipated federal stimulus bill will
provide a meaningful tax credit for all homebuyers.  We believe
there is pent-up demand in some markets that when combined with
reduced mortgage rates may stimulate buyers who have been waiting
on the sidelines.  With this in mind, we remain focused on our
stated objectives, and we are confident in our long-term
opportunities."

                      Inventory Impairments,
                  Impairment on Land to be Sold
                and Write-Off of Abandoned Projects
                   and Pre-Acquisition Costs:

The overall economic downturn deepened during the second quarter
of fiscal year 2009 significantly impacting the homebuilding
market.  Amidst rising unemployment, high foreclosures, increased
supply of existing home inventory, tight credit and falling home
resale values homebuyers' confidence continued to deteriorate.
This has resulted in increased sales incentives and decreased
homebuyer demand causing the company to record pre-tax charges in
the three and six months ended December 31, 2008 and 2007.

                             Outlook

The challenges faced by the housing industry have increased during
the last quarter.  Difficulties which were previously confined to
certain segments of the economy (including homebuilding) have
expanded to a greater portion of the United States and global
economy.  Economic reports show that the United States economy is
suffering from rising unemployment, lower consumer spending,
falling wages, tight credit and continuing difficulties in the
real estate industry.  Housing starts have fallen to record lows,
unemployment has increased and consumer confidence is at or near
record lows.  During the quarter, it was announced that the United
States economy had been in a recession since December 2007.  As a
result, we believe that overall economic conditions and conditions
in the housing and mortgage markets will remain difficult and
these conditions may continue to have a negative impact on new
orders, new order pricing and consumer confidence related to
housing in the near term, thereby further reducing revenues, gross
margins and net income.  The Company is continuing to respond to
these unfavorable market conditions by attempting to maintain
absorption levels through the use of sales incentives,
reevaluating its individual land holdings, reducing its land
expenditures, limiting its supply of unsold homes under
construction and emphasizing cost reductions to adjust for lower
levels of production. Further decreases in demand for the
Company's homes may require it to further increase the use of
sales incentives and to take other steps to reduce expenditures
and expenses.

Garry P. Herdler, Executive Vice President and Chief Financial
Officer stated: "Given the lower net orders, weak economic
conditions and capital markets volatility we observed during the
second fiscal quarter, the Company has continued to focus on
maintaining liquidity and generating cash flow.  We have limited
the supply of unsold homes under construction during the quarter,
reduced our budgeted land expenditures in the coming quarters, and
we continue to focus on cost reductions."

As of December 31, 2008, the Company's balance sheet showed total
assets of $625,009,000, total liabilities of $579,250,000 and
total stockholders' equity of $45,759,000.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39ad

                 About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  It has operations in Southeastern
Pennsylvania; Central and Southern New Jersey; Orange County, New
York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond
and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.
The Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.

On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB)
reported that it and its lenders have entered into the First
Amendment to its Second Amended and Restated Credit Loan Agreement
and First Amendment to Security Agreement, effective immediately.
Among other things, the Amendment immediately improves the
borrowing base availability calculation by decreasing certain
borrowing base category limitations.

The Troubled Company Reporter reported on February 2, 2009,
Orleans Homebuilders, Inc., received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.  The effect of this waiver is to provide a
period during which certain covenants in the Credit Facility are
waived through and including February 6, 2009, which includes a
waiver of a breach of a covenant related to the Company's
outstanding borrowings exceeding its then available borrowing
base.


PARMALAT SPA: Accepts EUR24.2MM Settlement from Banco Popolare
--------------------------------------------------------------
Parmalat S.p.A., the Extraordinary Administration Commissioner of
the Companies of the Parmalat Group and Banco Popolare soc. Coop.
a r.l., said February 18 that it reached a definitive agreement
settling all transactions and claims against the banks belonging
to the former Banco Popolare di Verona e Novara Group related to
the period prior to the date when the Parmalat Group was declared
insolvent (December 2003).

Pursuant to the agreement, the banks of the Group, Banca Popolare
di Verona SGSP and Credito Bergamasco, agreed to pay to Parmalat
S.p.A., in its capacity as Assumptor of the composition with
creditors approved by the Court of Parma, a total of EUR24.2
million, using funds set aside in previous years, with no negative
impact on the income statement.

In consideration of the above-mentioned payments, Parmalat S.p.A.,
in its capacity as Assumptor of the composition with creditors,
and the Commissioner of the Parmalat Group companies under
Extraordinary Administration not included in the composition with
creditors agreed to desist from all actions to void that they may
have filed and agreed to abstain from any further actions to void
and/or actions for damages and/or actions of any other type
against the Banco Popolare Group, and the above-mentioned banks
agreed to waive all of their verified claims as well as the right
to file proof of claims.

Parmalat and the Extraordinary Administration Commissioner on the
one hand and Banco Popolare's top management on the other, advised
by the legal firms Studio Maffei Alberti of Bologna and Studio
Tarzia of Milan respectively, expressed their satisfaction with
the agreement, which sets the condition for the resumption of a
collaborative business relationship between the two Groups.

According to Bloomberg News, Parmalat Chief Executive Officer
Enrico Bondi has recovered more than EUR2 billion from dozens of
Italian and international banks after seeking damages or
attempting to "claw back" financing through claims the lenders
helped Parmalat's former managers hide the true state of the
company's finances.  Mr. Bondi, according to the report, has said
banks should have spotted the irregularities that allowed Parmalat
to hide billions of euros of losses from the public before its
collapse in December 2003.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On Jan.
20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-
10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

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


PARMALAT SPA: Deloitte Wins Ruling on Dismissal of Fraud Suit
-------------------------------------------------------------
Bloomberg News reports that Deloitte Touche Tohmatsu and Grant
Thornton LLP won a ruling upholding the dismissal of fraud suits
brought by U.S. units of Parmalat Finanziaria SpA, in connection
with the dairy company's collapse in 2003.

David Glovin of Bloomberg reported that the U.S. Court of Appeals
in New York on February 17 upheld the 2007 dismissal of two
lawsuits against the accounting firms brought by the administrator
for bankrupt Parmalat USA and the litigation trustee for its
Farmland Dairies unit.  They claimed the auditors hid the parent
company's dire financial situation, the report said.

"The district court properly dismissed plaintiffs' claims
against each defendant," the Appeals Court said.

The suits were separate from a class action against the auditors
on behalf of U.S. Parmalat investors. In January, Judge Lewis
Kaplan of the U.S. District Court in Manhattan entered a decision
allowing a lawsuit by Parmalat shareholders against Deloitte
Touche Tohmatsu -- the parent company of accounting firm Deloitte
& Touche LLP -- and its affiliates.  Buyers of Parmalat shares
between January 1999 and December 2003, the month that the dairy
company was declared insolvent in Italy, filed the lawsuit against
Deloitte Touche in 2004.  Parmalat and its subsidiaries collapsed
after the discovery of a fraud involving the understatement of the
Company's debt by almost $10 billion and overstatement of net
assets by $16.4 billion.

                    About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On Jan.
20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-
10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

(Parmalat Bankruptcy News, Issue No. 108; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PATRIOT HOMES: Taps Marcus & Millichap as Real Estate Advisor
-------------------------------------------------------------
Patriot Homes, Inc., et al., seek the U.S. Bankruptcy Court for
the Northern District of Indiana's authority to employ Marcus &
Millichap Estate Investment Services as their real estate advisor
and broker.

Marcus & Millichap will provide real estate advisory and brokerage
services with respect to three industrial properties which the
Debtors desire to sell.  These properties are located at 104400
County Road 2, Middlebury, Indiana, 57352 & 57490 Country Road 3,
Elkhart, Indiana, and 1871 Bexar Avenue East, in Hamilton,
Alabama.

As per agreement, Marcus & Millichap shall receive a "Transaction
Fee" for any sale, computed at 6% of Gross Value.  If one or more
of the properties is represented by an outside broker, Marcus &
Millichap shall share 50% of the Transaction Fee with said outside
broker.

Marcus & Millichap shall also be entitled to reimbursement of
reasonable expenses not to exceed a maximum aggregate
reimbursement of $10,000.

R. Andrew Glinski, an associate director at Marcus & Millichap,
attests that the firm does not have any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: Wants to Sell Personal Property at Closed Facility
-----------------------------------------------------------------
Patriot Homes, Inc., et al., ask the U.S. Bankruptcy Court for
authority sell certain personal property located at their Indiana
facility located at 10440 Country Road 2, Indiana, at a public
auction, free and clear of all liens and encumbrances.  The
Debtors tell the Court that business operations are no longer
being conducted at said facility.

Simultaneous with this filing, the Debtors have applied for
authority to employ Hahn Auctioneers, Inc. as auctioneer.

Wells Fargo Business Credit which possesses a security interest in
the personal property, has consented to the sale.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
reresents the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PAUL REINHART: Creditors Committee Seeks to Sue Banks
-----------------------------------------------------
The official committee of unsecured creditors of Paul Reinhart
Inc., asks the U.S. Bankruptcy Court for the Northern District of
Texas to grant it authority to sue, on behalf the Company,
prepetition bank lenders.

According to Bloomberg's Bill Rochelle, the Creditors committee is
asserting that the Debtor has refused to sue the bank lenders who
are also asserting claims against the Company.

The Creditors Committee contends that the Debtor has valid claims
against the lenders.  The Comittee, according to the report, says
that after Reinhart lost money in cotton hedging and violated the
bank loan agreement, the banks developed a "scheme" enabling the
bank group, through Reinhart, "to unlawfully speculate in the
commodities market," while refusing to allow the company to pay
for cotton purchased from farmers.

Mr. Rochele relates that the Committee wants the banks' claims to
be equitably subordinated to the claims of unsecured creditors for
$180 million.  The Committee, the report adds, also accuses the
banks of breach of contract and breaching fiduciary duty.

Wells Fargo Bank is agent for the lenders.

                       About Paul Reinhart

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company, which filed for Chapter 11 bankruptcy on
Oct. 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed futures
losses and its inability to attain adequate financing for the
bankruptcy filing.  Deborah M. Perry, Esq., and E. Lee Morris,
Esq., at Munsch Hardt Kopf & Harr, P.C.; and Joseph M. Coleman,
Esq., at Kane, Russell, Coleman & Logan, represent the Debtor as
counsel.  The U.S. Trustee for Region 6 appointed creditors to
serve on an Official Committee of Unsecured Creditors in this
case.  Michael R. Rochelle, Esq., and Sean Joseph McCaffity, Esq.,
at Rochelle McCullough L.L.P., represent the Committee as counsel.
In its schedules, the Debtor listed total assets of $143,943,710
and total debts of $247,421,595.


PDI PRODUCTION: Says Canadian Subsidiary Is Insolvent
-----------------------------------------------------
Enegi Oil Plc said in a statement that its Canadian unit PDI
Production Inc.'s liabilities have exceed its assets.

According to Enegi Oil, PDI Production has entered into
discussions with its creditors to reschedule payment of its debts.

Citing Enegi Oil, Reuters reports that PDI Production's financial
position had been "materially adversely" affected by the temporary
closure of Newfoundland well PAP#1-ST#3, where a flow test showed
sub-economic results in January 2009.  PDI Production, according
to Reuters, said it was examining various options for improving
the flow rate and recovery from the well.  The report says that
the well was expected to generate revenue for the group.

Reuters states that Enegi Oil said that it was working closely
with PDI Production to ensure that the group's assets continue to
be developed and that the value of those assets is maximized for
the benefit of shareholders.  "To this end, the company is
continuing the review of its operational and financial options
that it announced previously.  Further announcements will be made
when the Company has greater clarity on the outcome of this review
and any update on the financial position of PDIP," Crain's
Manchester quoted Enegi Oil as saying.

St. John's, Newfoundland-based PDI Production Inc. --
http://www.pdip.ca/-- is a wholly owned subsidiary of Enegi Oil
Plc.  The Company is committed to the identification, development
and operation of value-creating hydrocarbon opportunities in
Atlantic Canada.  The company was founded in May 2006.  it has
operations on the Port au Port Peninsula.


PEANUT CORP: Peanut Recalls Force Forward Foods to Seek Bankruptcy
------------------------------------------------------------------
Forward Foods LLC filed a Chapter 11 petition February 17 in
Delaware after recalling 75% percent of its products on account of
using peanuts from Peanut Corp. of America

Peanut Corp. of America had earlier filed for Chapter 7
liquidation, after closing its plants due to salmonella poisoning
on its products.  PCA made announcements starting early January
that it was voluntarily recalling all peanuts and peanut products
processed in its Blakely, Georgia facility since January 1, 2007
because they have the potential to be contaminated with
Salmonella.  The peanut butter recalled was sold by PCA in bulk
packaging to distributors for institutional and food service
industry use.  It is also sold under the brand name Parnell's
Pride to those same industries. Additionally, it was sold by the
King Nut Company under the label King Nut.  PCA, according to
Bloomberg, is facing a criminal investigation over eight deaths
and hundreds of sickened consumers resulting from a salmonella
outbreak.

Forward Foods announced January 30 a voluntary recall of DETOUR(R)
branded bars that contain roasted peanuts purchased from Peanut
Corporation of America (PCA).  According to Forward Foods, PCA is
the focus of an investigation by the U.S. Food and Drug
Administration (FDA) concerning a recent Salmonella outbreak
thought to be caused by tainted peanut products.

Salmonella is an organism which can cause serious and sometimes
fatal infections in young children, frail or elderly people and
others with weakened immune systems. Healthy persons infected with
Salmonella often experience fever, diarrhea (which may be bloody),
nausea, vomiting and abdominal pain. In rare circumstances,
infection with Salmonella can result in the organism getting into
the bloodstream and producing more severe illnesses such as
arterial infections (i.e., infected aneurysms), endocarditis and
arthritis.

Forward Foods said in its Jan. 30 statement that it Detour
products have not been linked to any incidents of Salmonella, and
"we are not aware of any illnesses that have been linked to our
products."

According to Bloomberg's Bill Rochelle, Forward and its owner
Emigrant Capital Corp. have been involved in a lawsuit with the
previous owner Bluegrass Bars LLC.  Forward will ask the
Bankruptcy Court for approval of a settlement where Bluegrass will
pay $975,000 to Forward while turning $6.5 million in secured and
unsecured acquisition notes over to Emigrant.

Minden, Nevada-based Forward Foods LLC is a manufacturer of
protein bars.  Forward is primarily owned by private-equity
investor Emigrant Capital Corp. which purchased the protein bar
business in 2006 from Bluegrass Bars LLC.  Forward's petition
listed assets of $21.3 million against debt totaling $25.4
million, including $18.6 million in secured claims.

                        About Peanut Corp.

Lynchburg, Virginia-based Peanut Corporation of America --
http://www.peanutcorp.com/-- was a peanut processing company and
maker of peanut butter for bulk distribution to institutions, food
service industries, and private label food companies.

Peanut Corp. filed a petition on Feb. 13 for liquidation in
Chapter 7 in U.S. Bankruptcy Court before the U.S. Bankruptcy
Court for the Western District of Virginia (Case No. 09-60452).
Peanut Corp. listed both assets and liabilities in the range of $1
million to $10 million.


PLAQUEMINES PARISH: Moody's Lifts Rating on $5.5MM Debt From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa1 from Ba1 and
assigned a stable outlook, to the rating on Plaquemines Parish
School Board's $5.5 million in outstanding sales tax debt.  The
bonds are secured by a 1% sales and use tax levied within the
borders of the Parish.  The significant upgrade is based upon the
notable recovery in key financial and economic indicators
following Hurricane Katrina, which support Moody's belief that the
positive trends have substantively strengthened the credit quality
of the Board.  A result of these changes is strong sales tax
revenues that provide ample debt service coverage.  Further
considerations in the assignment of the Baa1 rating are the
Board's vulnerability to such an unprecedented natural disaster
and ongoing concentration of the economic base in the volatile oil
and gas industry.  Although the largest taxpayers were fundamental
in the Board's recovery following the hurricane, Moody's
recognizes that the concentration in refineries poses a risk in
light of the weakening National economy.

                  Positive Sales Tax Collections

The School Board is located in southeastern Louisiana and
sustained severe flooding as a result of Hurricane Katrina, which
devastated the southern part of the Parish.  Refinement of energy
natural resources is a dominant sector in the local area economy
and comprises 44.9% of the top ten taxpayers in the tax base.

Considering that the largest sales tax dealers are largely related
to the oil and gas industry, the refineries have been vital to the
area's economic recovery.  In the months following the hurricane,
the impact on sales tax revenues was unclear.  Since fiscal 2005,
sales tax revenues have increased beyond pre-storm levels.  In
fiscal 2005, total pledged revenues decreased slightly by 3.7%
from $6.3 million to $6.1 million.  In fiscal 2007, sales tax
revenues increased 31.5% to $8.0 million due to strong rebuilding
efforts throughout the Parish.  Sales tax collections were also $8
million in fiscal 2007 and consistent with budget for fiscal 2008.
Year-to-date revenues in fiscal 2009 are approximately 1% below
the prior year-to-date however officials indicate that December
revenues will mitigate this slight decline.  Moody's recognizes
that the recovery in sales tax revenues was more rapid than
previously projected and is a key consideration in the rating
change.

                    Debt Service Coverage Solid

The bonds are secured by a 1% sales tax approved by voters at an
election held on January 18, 1992.  The debt service requirements
are $1.2 million annually through fiscal 2012 and then decrease to
$262,000 beginning in fiscal 2013.  When considering fiscal 2007
revenues of $8.1 million, debt service coverage exceeds 6.0 times
annually through 2012 and then exceeds 31.0 times beginning in
fiscal 2013.  Payout is rapid with all sales tax debt retired by
2018.  Under a conservative stress test, the lowest amount
collected in the last ten years, of $4.3 million would continue to
provide a strong 3.55 times coverage.  Additionally, reported
financial resources for FY 2007 indicate that the Board has
$1.2 million in sales tax debt service reserves thereby providing
additionally financial security for the bonds.

               Tax Base Achieves Substantial Growth
                   In 2008 And 2009 Fiscal Years

In November of 2005, the School Board had an enrollment of
approximately 2,550 students which approximates one-half of the
pre-Katrina enrollment.  Enrollment is now at 3,600 which is 70%
of the pre-storm level.  Early estimates were that the full
valuation could decrease as much as 25%; however, actual results
were more favorable with only a slight 2.7% decrease in fiscal
2006 and a 2.5% decrease in fiscal 2007.  These declines were
followed by strong growth rates of 12.1% in fiscal 2008 and 26.9%
in fiscal 2009 as rebuilding efforts were underway.  Preliminary
estimates are not available for the 2010 fiscal year but officials
believe ongoing renovations and new construction will drive
another strong growth rate for the tax base.  The Board receives
33% of its General Fund revenues from property taxes; therefore,
recovery in the tax base is key to the funding of daily
operations.

Additionally, Moody's notes that there was originally some concern
that the property tax collection rate could decline; however,
total collections have approximated 100% annually, which is
consistent with the historical trend.

The top ten taxpayers comprise a substantial 44.9% of the total
tax base and this concentration risk is a fundamental
consideration in the rating assignment.  The largest taxpayer,
Conoco Phillips Petroleum (Moody's senior, unsecured rated A1),
comprises 15% of the total base.  The area is heavily dependent on
the oil and gas industry and any negative changes in demand or
pricing could significantly impact the local economy and is
reflected in the Baa1 rating.

                Financial Operations Remain Healthy

In fiscal 2007, 28% of General Fund revenues were derived from
State sources while 24% were from sales taxes and 22% were from
property taxes. Unique to fiscal years 2006 and 2007, 24% of
revenues were derived from Federal funding following the
hurricane.  A large $21 million surplus, in fiscal 2006, and
another $5 million surplus, in 2007, occurred due to Federal
funding related to the hurricane.  This increased the total fund
balance from $8.5 million in fiscal 2005 to $35 million in 2006
and $40 million in fiscal 2007.

Moody's recognizes that verifying structural balance in daily
operations is difficult given the flow of Federal funding through
the General Fund over the past several reporting periods.  Moody's
believes that the unreserved, undesignated portion of the total
fund balance is a good indicator of the available funds for
contingencies aside from hurricane recovery.  In fiscal 2004, the
undesignated reserve was $3.1 million but decreased to a narrow
$707,000, in fiscal 2005, equal to 1.6% of General Fund revenues.

This reserve subsequently increased to $19 million in fiscal 2006
and then slightly decreased to $18 million in fiscal 2007.
Projections for fiscal 2008 indicate the undesignated fund balance
could decrease to $16 million.  Officials state that they have a
goal of maintaining at least $8 million in the fund balance for
contingencies.

The School Board drew down its authorized $11 million Community
Disaster Loan.  There has been some indication, from the Federal
government, that the CDL funding could be forgiven so that issuers
will not have to repay this loan; however, if the Board does need
to repay it, payments can be made over ten years which officials
stated would be manageable for them to fund out of operating
revenues.  The rating upgrade takes into consideration Moody's
belief that the School Board has remained financially sound as it
continues to manage through the Katrina impact.

                              Outlook

The stable outlook reflects Moody's belief that key economic and
financial indicators have demonstrated solid and steady recovery
since Hurricane Katrina.

Key Statistics (prior to Katrina):

* 2009 Estimated population: 21,540

* 2000 population: 26,757

* MADS Coverage: 6.68 times

* 2009 Full Valuation: $4.9 billion

* Full value per capita: $230,589

* Per capita income: $15,937 (67.1%)

* Payout (10 years): 100%

* 2007 General Fund balance: $40.4 million (67.1% of General Fund
  revenues)

* 2007 Undesignated General Fund balance: $18.1 million (30.2% of
  General Fund revenues)

The last rating action for the Plaquemines Parish School Board was
on March 1, 2006 when the Board's rating was upgraded to a Ba1
with a positive outlook from Ba2.


PLEASANT CARE: Workers to Get Back Health Benefits & Vacation Pay
-----------------------------------------------------------------
The U.S.Bankruptcy Court for the Central District of California
has finalized a class action settlement restoring health care
benefits and vacation pay to hundreds of workers, Morris Polich &
Purdy LLP said.

Morris Polich represented a class of several hundred former
employees of the now defunct Pleasant Care nursing home chain,
after their health insurance coverage was retroactively terminated
and earned vacation pay withheld.

In February 2007, the Pleasant Care companies filed for Chapter 11
bankruptcy.  During the reorganization, the Pleasant Care
facilities remained open, and their employees continued to work
under the belief that they were still covered by Pleasant Care's
self-funded health insurance plan.  After a couple of months,
however, Pleasant Care stopped funding the plan, and the employees
were billed directly for medical services they thought were
covered.  Some had bills of more than $10,000, and the bankruptcy
court set a bar date for all administrative claims that was due to
expire before many of the workers received their bills.

Morris Polich & Purdy took the case 11 days before the bar date.
Considering that the defendants were already in bankruptcy, "it
was a big risk," says David Vendler, a partner with the firm.
However, Mr. Vendler states, "the workers badly needed help, or a
real injustice was going to be done."

Because the case was in bankruptcy court, Morris Polich & Purdy
partnered with Richard Baum, a bankruptcy attorney in Los Angeles.
"The first thing to do was to extend the bar date and get a notice
to the class that they could understand," Baum stated.  Bankruptcy
Judge Ellen Carroll agreed that the bar date had to be moved back,
and, in what Baum says may be a first, the new notice of
administrative claim bar date was rewritten in plain English, then
translated into Tagalog, as many of the affected workers were from
the Philippines.

The bankruptcy court initially declined to allow the claimants to
be treated as a class.  After this ruling, Mr. Vendler and Baum
decided that filing a separate action in the District Court was
their best alternative.  After several rounds of procedural
wrangling over venue, which plaintiffs eventually won, the
defendants agreed to settle the claims on a class basis, and this
settlement was finally approved by the bankruptcy court.  Under
the terms of the settlement, the employees will receive
approximately 65% of their claims, a greater percentage than all
of the other administrative claimants.

Mr. Vendler is particularly proud of the result.  "Very few firms
in Los Angeles would take a class action case on contingency
against a set of defendants already in bankruptcy court," Mr.
Vendler states, "but this was a case where we simply could not
stand idly by and watch people face potential bankruptcy, just
because they committed the crime of going to work every day."
Ultimately, the defendants did the right thing in settling the
case.

                      About Pleasant Care

Based in La Canada, California, Pleasant Care Corporation  --
http://www.pleasantcare.com/-- provide nursing home care.  The
Company and four of its affiliates filed for chapter 11 protection
on March 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12312).
Ron Bender, Esq., Monica Y. Kim, Esq., and Jacqueline L.
Rodriguez, Esq., at Levene, Neale, Bender, Rankin & Brill LLP,
represent the Debtors.  Samuel R. Maizel, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed assets and
liabilities between $1 million and $100 million.


POLAROID CORP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Polaroid Corporation filed with the U.S. Bankruptcy Court for the
District of Minnesota its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------   ------------
  A. Real Property
  B. Personal Property            $28,520,484
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $72,842,082
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $4,867,049
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     $224,109,221
                                  -----------   ------------
     TOTAL                        $28,520,484   $301,818,353

                   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.


POWER EFFICIENCY: Updates Stockholders Regarding Status & Strategy
------------------------------------------------------------------
Power Efficiency Corporation posted certain information on its Web
site and intends to disseminate this information, as and when
requested, to Company stockholders as well as members of the
investment community regarding the Company's current status and
business strategy for its 2009 fiscal year.

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

              http://researcharchives.com/t/s?39b3

Additionally, the Company mailed a letter to its stockholders
setting forth the Company's current status and business strategy
for its 2009 fiscal year.

A full-text copy of the stockholder letter is available for free
at: http://researcharchives.com/t/s?39b4

According to Chairman and CEO Steven Strasser, the Obama
administration has indicated its intentions to enact energy and
environmental legislation, including considerable funds targeting
energy efficiency.  "Many of the electric utilities have joined
the chorus by advocating that efficiency is one of the best means
to ensure adequate energy supplies while reducing harmful
emissions.  According to the Department of Energy, electric motors
are the largest single category of electricity end use in the
U.S., so efforts to improve energy efficiency should put an
emphasis on motor efficiency."

"For Power Efficiency, this is all very positive news because we
believe our products, based on our proprietary E-Save
Technology(R) platform, are an excellent way for organizations to
save energy and reduce CO2 emissions."

                   About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a green energy company
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15-35% in appropriate application

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Livingston, N.J.-based Sobel & Co., LLC, expressed substantial
doubt about Power Efficiency Corporation's ability to continue as
a going concern after the firm audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
deficiency of cash from operations.

The Company suffered recurring losses from operations, a recurring
deficiency of cash from operations, including a cash deficiency of
approximately $2,425,000 from operations for the nine months ended
September 30, 2008. While the Company appears to have adequate
liquidity at September 30, 2008, there can be no assurances that
such liquidity will remain sufficient.


PROPEX INC: Court Approves $65-Mil. Wayzata Loan on Final Basis
---------------------------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorized Propex, Inc., and its debtor
affiliates, on a final basis, to borrow from Wayzata Investment
Partners LLC, acting as sole administrative agent, and Wayzata
Opportunities Fund II, L.P., and certain other lenders, up to
$65,000,000 in postpetition financing.

The Court opined that the Debtors have an immediate need to
obtain a replacement financing facility to pay its existing DIP
Facility obligations; continue the orderly operation of their
business; maintain business relationship with vendors, suppliers
and customers; make payroll; make capital expenditures and
satisfy other working capital and operational needs.

The total amount outstanding under the Debtors' 2008 Existing
Facility with PNB Paribas and certain other lenders, as of
January 23, 2009, was $32,774,377, plus $420,000 in cash used to
cash collateralized letters of credit issued by the Existing
Agent, and any reasonable professional fees of the Existing Agent
for its counsel and advisors.  In accordance with the Interim DIP
Order, the Debtors paid their obligations under the 2008 Facility
in full on January 30, 2009.  By virtue of the payments, the 2008
Facility is thus terminated and is of no further force or effect.

All of the DIP Obligations under the Wayzata Facility constitute
allowed clams against the Debtors, with priority over any and all
administrative expenses, diminution claims and all other claims,
the Court ruled.

The Carve-Out refers to (i) an amount of up to $4,200,000, in the
aggregate, that may be sued solely to pay Court-approved fees and
expenses of the retained professionals of the Debtors, the
Official Committee of Unsecured Creditors, and the Debtors' Chief
Restructuring Officer upon the occurrence of an event of default
or the "termination date;" (ii) all quarterly fees required to be
paid to the U.S. Trustee; and (iii) any Court-approved fees
payable to the Clerk of the Bankruptcy Court.

The Wayzata Facility will mature and the DIP Obligations will be
due and payable in immediately available funds, without notice or
demand, on the earlier of:

  (a) April 23, 2009;

  (b) the effective date of the plan of reorganization;

  (c) upon any sale of substantially all of the Debtors' assets
      pursuant to Section 363 of the Bankruptcy Code; or

  (d) at the sole discretion of the DIP Lenders, upon the
      occurrence and continuation of an Event of Default under
      the DIP Documents.

Prior to the entry of the Court's final order, the Official
Committee of Unsecured Creditors reiterated that in order to
circumvent the negative tax consequences of Section 956 of the
Internal Revenue Code, U.S. Companies rarely pledge two-thirds or
more the capital stock of their foreign companies.  The Committee
pointed out that despite the adverse tax consequences, the
Wayzata Facility requires the Debtors to pledge 100% of their
foreign stock, even though that pledge may cause the Debtors to
incur millions of dollars of additional tax liability.

The Committee noted that a Section 506(c) waiver is specifically
inappropriate where the DIP Lender is seeking to acquire the
Debtors' assets by forcing a quick sale.  Thus, because the DIP
Lender is utilizing the Chapter 11 process solely to maintain and
preserve its own collateral for its own benefit, it would be
highly inequitable to make the Debtors' estates bear the
administrative expenses of liquidating the DIP Lenders'
collateral, where there may not be any way to pay that
administrative costs absent a Section 506(c) surcharge, the
Committee contended.

The Committee further asserted that the Chief Restructuring
Officer Success Fee should not be included in the Carve-Out
because:

  (a) the inclusion increases the risk that the administrative
      claims will not be paid in full at the end of the Debtors'
      Chapter 11 cases;

  (b) the fees of the CRO are not subject to any holdback or
      final approval of the Court;

  (c) the CRO Success Fee was not included in the 2008 DIP
      Facility and thus, including it in 2009 DIP Facility with
      Wayzata is simply a wrongful grab by the Debtors to enrich
      their own professionals to detriment of other creditors.

In reply to the Committee's objection, the Debtors noted that the
waiver of Section 506(c) rights, as provided in the Wayzata
Facility, are provisions customarily contained in DIP financing
packages and have been approved by several courts, including
courts within the Sixth Circuit.

The Committee's objections were overruled by the Court at a
February 9, 2009 hearing.

A full-text copy of the Wayzata Final DIP Order can be accessed
for free http://bankrupt.com/misc/Propex_FinalDIP.pdf

                   Final Cash Collateral Order

In line with the Debtors' Replacement DIP Facility with Wayzata
Investment Partners LLC, Judge Cook granted the Debtors
permission, on a final basis, to use the cash collateral of their
Prepetition Lenders pursuant to a budget.

The Prepetition Lenders are entitled to adequate protection of
their interests in the Prepetition Collateral in an amount equal
to the aggregate diminution in value of the Prepetition
Collateral.  To secure the Adequate Protection Obligations, the
Prepetition Lenders are granted valid, perfected replacement
security interest in and lien on all of the Collateral, subject
and subordinate only to the Permitted Prepetition Liens, the
liens of the DIP Lenders, and the Carve Out.

The Debtors' right to use cash collateral will automatically
terminate on the date that is the earlier of 10 days after an
event of default under the Debtors' Replacement DIP Facility with
Wayzata Investment Partners and certain other lenders, or on the
maturity date of the DIP Facility.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PROPEX INC: To Sell All Assets to Wayzata Unit for $61 Million
--------------------------------------------------------------
Propex Inc. and its debtor affiliates seek permission from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
sell substantially all of their assets to Xerxes Operating
Company, LLC and Xerxes Foreign Holdings Corp. for $61,560,000,
free and clear of all liens, claims and encumbrances, and subject
to higher and better bids.

Xerxes Operating and Xerxes Foreign Holdings are entities
majority-owned by Wayzata Opportunities Fund II LP, an affiliate
of the DIP Agent, Wayzata Investment Partners LLC.

The salient terms of the parties' Asset Purchase Agreement dated
February 17, 2009 are:

  (1) The Assets to be sold by the Debtors to Xerxes include all
      of their cash, accounts receivable, inventory, real
      property, facility leases, tangible real property,
      equipment leases, intellectual property, rights under
      contracts and benefit plans, books and records, permits
      and licenses, tax refunds and rebates.

  (2) Xerxes will also acquire all equity securities of every
      foreign subsidiary of the Debtors, and all obligations of
      every foreign subsidiary to the Debtors.

  (3) The aggregate purchase price for the Assets to be sold is
      $61,560,000, subject to certain adjustments.

      The estimated net asset value refers to the Debtors' good
      faith estimate of the Net Asset Value as of the Closing
      Date.  If the Estimated Net Asset Value is less than the
      Baseline Net Asset Value, the Purchase Price will be
      reduced by an amount equal to the amount by which the
      Estimated Net Asset Value is less than the Baseline Net
      Asset Value.  If the Estimated Net Asset Value is greater
      than the Baseline Net Asset Value, the Purchase Price will
      be increased by an amount equal to the amount by which the
      Estimated Net Asset Value is greater than the Baseline Net
      Asset Value.

  (4) The sale of the Assets will be on an "as is, where is"
      basis and without representations or warranties of any
      kind.

  (5) The Debtors' assets that are excluded in the proposed sale
      are:

      -- the Carve Out Cash Amount, which refers to the
         $4,200,000 to be drawn by the Debtors from the DIP
         Facility;

      -- Avoidance claims or causes of action arising under the
         Bankruptcy Code or applicable state law;

      -- certain real property, facility leases, equipment
         leases, contracts; and

      -- equity securities of the Debtors

  (6) Xerxes will assume certain of the Debtors' contracts and
      all obligations under those contracts, including any cure
      amount on those contracts.  Xerxes will also assume:

      -- all unpaid postpetition trade payable incurred in the
         ordinary course of business;

      -- all obligations due to the Debtors' employees,
         including wages, bonuses, commissions, unused vacation
         and sick leaves;

      -- all warranty claims of the Debtors' customers; and

      -- unpaid real property taxes of up to $2,500,000.

  (7) The proposed sale is subject to higher and better bids.

  (8) The Debtors will pay Xerxes a $1,846,800 break-up fee if
      they consummate a sale with a party or entity other than
      Xerxes.

A full-text copy of the Xerxes Asset Purchase Agreement is
available for free at http://bankrupt.com/misc/Propex_APA.pdf

                       Bidding Procedures

In order to obtain the highest, best financial or otherwise
superior offer for their assets, the Debtors propose to subject
the sale of their assets to uniform bidding procedures.

The Debtors propose that any interested party must deliver to
their counsel an executed confidentiality agreement.  To be
eligible to participate in the auction:

  (1) Each Bid must be accompanied by a $5,000,000 deposit;

  (2) A competing bid must exceed the purchase price by the sum
      of the break-up fee amounting to $1,846,800 plus
      1,500,000, the initial minimum overbid increment.

  (3) A Bid must be irrevocable until two business days after
      the assets have been sold pursuant to the closing of the
      proposed sale approved by the Court.

  (4) A Bid must be an all cash bid, on the terms that are
      substantially the same or better than the terms of the
      Xerxes Agreement.  Only a Bid that contemplates a purchase
      of all of the Debtors' Assets will constitute a Qualified
      Bid.

  (5) A Bid must include executed transaction documents pursuant
      to which the Qualified Bidder proposes to effectuate the
      contemplated transaction.

  (6) A Bid may not be conditioned on obtaining financing or any
      internal approval, or on the outcome or review of due
      diligence, but may be subject to the accuracy in all
      material respects at the closing of specified
      representations and warranties or the satisfaction in all
      material respects at the closing of specified conditions,
      none of which will be more burdensome than those set forth
      in the Xerxes Agreement.

  (7) A Bid may not request or entitle the Qualified Bidder,
      other than Xerxes, any break-up fee, termination fee,
      expense reimbursement or similar type of payment to any
      Qualified Bidder.

  (8) A Bid must provide written evidence reasonably acceptable
      to the Debtors, including current financial statements and
      a description of equity and debt financing commitments to
      be used to close the transaction, that demonstrates that
      the Potential Bidder has necessary financial ability to
      close the contemplated transaction and provide adequate
      assurance of future performance under all contracts to be
      assumed in the contemplated transaction.

If the Debtors, after consultation with the DIP agent, BNP
Paribas Securities Corp., and the Official Committee of Unsecured
Creditors, determine that a potential bidder that has satisfied
the bid requirements does not constitute a qualified bidder, then
the Potential Bidder's right to receive access to the due
diligences materials or additional non-public information will
immediately terminate.

Each Potential Bidder and Qualified Bidder should comply with all
reasonable requests for additional information and due diligence
access by the Debtors or their advisors regarding that Bidder and
its contemplated transaction and its financial capacity to
contemplate that transaction.

The deadline for submitting bids by a Qualified Bidder will be
March 18, 2009.  The Debtors will notify all Qualified Bidders of
the Baseline Bid as of March 20, 2009.

If more than one qualified bid is received by the Debtors, an
auction will be conducted on March 23, 2009 at 10:00 a.m. Eastern
Time, at the offices of King & Spalding LLC, in Atlanta, Georgia.

With regards to any Bid made at the Auction subsequent to the
Debtors' announcement of the Baseline Bid, a Qualified Bidder
must comply with these conditions:

  * Any overbid after the Baseline Bid will be made in
    increments of at least $500,000.

  * An overbid must comply with the conditions for a Qualified
    Bid, provided that the Bid Deadline and the Initial Minimum
    Overbid Increment will not apply.

  * The Debtors will announce at the Auction the material terms
    of each Overbid.

The Debtors will identify the highest and best offers for the
Assets upon review.

A full-text copy of the Bidding Procedures is available for free
at http://bankrupt.com/misc/Propex_BidProcedures.pdf

Henry J. Kaim, Esq., at King & Spalding LLP, in Houston, Texas,
asserts the competitive bidding process will enable the Debtors
to capture value for their assets and executory contracts, all
for the benefit of their estates and creditors by taking full
advantage of the potential buyer pool.

The Court will convene a hearing on March 4, 2009, at 9:00 a.m.,
to consider the Debtors' request for uniform bidding procedures.
Any party who wishes to object has until March 2 to file a formal
written objection.

The Court has set the final sale hearing for March 24, 2009.  Any
objections should be filed with the Court no later than March 20.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PUREDEPTH INC: Runs Restructuring Plan, to Affect N.Z. Operations
-----------------------------------------------------------------
On February 8, 2009, PureDepth Inc. implemented a restructuring
plan to better align resources with its strategic plans.  The
restructuring will result in a realignment and reduction affecting
personnel in its Auckland, New Zealand offices.

The Company did not disclose further details.

Headquartered in Redwood City, Calif., PureDepth Inc. (OTC BB:
PDEP) -- http://www.puredepth.com/-- and its subsidiaries
engage in the development, marketing, licensing, and support of
Multi-Layer Display (MLD) technology and related products and
services.  The company's MLD technology provides a method of
displaying multiple windows on which different data or images
can be overlapped displaying 3D content.  Its technology has
applications in location-based entertainment devices; computer
monitors; public information display systems; mobile devices; flat
panel televisions; and automotive, defense, and other vertical
markets.  The company also manufactures prototype MLD-enabled
display devices.  PureDepth has operations in the United States
and New Zealand.

                       Going Concern Doubt

Stonefield Josephson Inc., in San Francisco, expressed substantial
doubt about PureDepth Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.

As of October 31, 2008, the company's balance sheet showed total
assets of $12,025,034 and total liabilities of $17,262,631,
resulting in total stockholders' deficit of $5,237,597.

For the three months ended October 31, 2008, the company reported
net losses of $2.3 million which is consistent when compared to
the $2.3 million reported in the three months ended October 31,
2007.  For the nine months ended October 31, 2008, the company
reported net losses of $5.3 million representing a decrease in its
net loss of $1.8 million when compared to the $7.1 million
reported in the nine months ended October 31, 2007.  PureDepth's
net losses are primarily derived from total operating expenses and
will continue to be so until its licensing revenues become
significant.  Its operations have not generated net income to date
and are not expected to do so in the year ending 2009.


RACE POINT: Moody's Junks Ratings on Three Classes of Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Race Point CLO, Limited:

  -- U.S. $10,000,000 Class B-1 Senior Secured Floating Rate
     Notes due 2013; Downgraded to A2; previously on August 4,
     2008 Upgraded to Aa2;

  -- U.S. $12,000,000 Class B-2 Senior Secured Fixed Rate Notes
     due 2013; Downgraded to A2; previously on August 4, 2008
     Upgraded to Aa2;

  -- U.S. $20,000,000 Class C Senior Secured Floating Rate Notes
     due 2013; Downgraded to Baa3; previously on August 4, 2008
     Upgraded to A2;

  -- U.S. $15,500,000 Class D-1 Senior Secured Floating Rate
     Notes due 2013; Downgraded to Caa1; previously on August 4,
     2008 Upgraded to Ba2;

  -- U.S. $2,000,000 Class D-2 Senior Secured Floating Rate Notes
     due 2013; Downgraded to Caa1; previously on August 4, 2008
     Upgraded to Ba2;

  -- U.S. $3,500,000 Class D-3 Senior Secured Fixed Rate Notes
     due 2013; Downgraded to Caa1; previously on August 4, 2008
     Upgraded to Ba2.

According to Moody's, the rating actions taken on the notes are a
result of applying Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The actions also reflect
consideration of notable credit deterioration of the underlying
portfolio since Moody's last review.  The revised assumptions that
have been applied to all corporate credits in the underlying
portfolio are described in the press release dated February 4,
2009.  Credit deterioration of the collateral pool is observed in
a decline in the average credit rating (as measured through the
weighted average rating factor), an increase in the dollar amount
of defaulted securities, and an increase in the proportion of
securities from issuers rated Caa1 and below.  Finally, Moody's
noted that the portfolio includes a number of investments in
securities that mature after the maturity date of the notes.
These investments potentially expose the notes to market risk in
the event of liquidation at the time of the notes' maturity.


RENEW ENERGY: U.S. Trustee Forms Five-Member Creditors Committee
----------------------------------------------------------------
William T. Neary, the United States Trustee for Region 11,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of Renew Energy LLC.

The members of the Committee are:

   1) Danisco USA Inc.
      200 Meridian Centre Blvd., Ste. 300
      Rochester, NY 14618
      Attn: Hans Foerster
      Tel: (585) 256-5294
      Fax: (585) 244-2806
      hans.foerster@danisco.com

   2) GEA Barr-Rosin Inc.
      255 38th Avenue
      St. Charles, IL 60174
      Attn: Colin Crankshaw
      Tel: (630) 569-3980 x 101
      Fax: (630) 584-4406, fax
      colin.crankshaw@geagroup.com

   3) C.R. Meyer & Sons Company
      895 West 20th Avenue
      Oshkosh, WI 54902
      Attn: Tom DeLeeuw
      Tel: (920) 235-3350
      Fax: (920) 235-2722

   4) U.S. Bank, N.A.
      60 Livingston Ave.
      St. Paul, MN 55107
      Attn: Patricia Kapsch
      Tel: (651) 495-3960
      Fax: (651) 495-8100
      patricia.kapsch@usbank.com

   5) WE Energies
      333 W. Everett St. A132C
      Milwaukee, WI 53203
      Attn: Tim Brown
      Tel: (414) 221-3792
      Fax: (414) 221-4093
      tim.brown@we-energies.com

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

                        About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates an ethanol plant
facility.  The company filed for Chapter 11 protection on
January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491).
Christopher Combest, Esq., at Quarles & Brady LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed asset and debts between
$100 million to $500 million each.


REVLON INC: Dec. 31 Balance Sheet Upside Down by $1.1 Billion
-------------------------------------------------------------
On February 12, 2009, Revlon, Inc. (NYSE: REV), reported results
for the three months and year ended December 31, 2008

According to the Company, 2008 results compared with 2007's are:

    * Net sales of $1,346.8 million compared with
      $1,367.1 million.  Higher net sales of color cosmetics were
      offset by lower net sales of beauty care and unfavorable
      foreign currency fluctuations.

    * Operating income of $155.0 million compared with
      $118.4 million.

    * Net income of $57.9 million, or $1.13 per diluted share,
      compared to a net loss of $16.1 million, or $0.32 per
      diluted share. Net income in 2008 includes discontinued
      operations of $44.8 million, or $0.87 per diluted share, of
      which $45.2 million, or $0.88 per diluted share, relates to
      the gain on sale of discontinued operations.

    * Adjusted EBITDA of $248.1 million compared with
      $221.4 million.

    * Positive free cash flow of $26.0 million compared with
      negative free cash flow of $17.1 million.

Commenting on the announcement, Revlon President and Chief
Executive Officer, David Kennedy, said, "During the year, net
sales growth in Revlon brand color cosmetics, which was driven by
strong new product introductions and a more focused allocation of
advertising and promotional expenditures, along with continued
rigorous cost control, resulted in significantly improved
financial performance.  Specifically, and as we forecasted, the
Company improved operating margins, profitability and generated
positive free cash flow and net income.  In addition, during 2008,
we reduced debt by $110 million, improving our capital structure."

Mr. Kennedy continued, "While we expect economic conditions and
the retail sales environment to remain uncertain around the world,
we believe we are better positioned than in many years to maximize
our business results in light of these conditions.  Specifically,
we have strong global brands, a highly capable organization, a
sustainable, reduced cost structure, and an improved capital
structure.  We are encouraged by the continued growth in mass
channel color cosmetic consumption in the U.S. and in key markets
around the world throughout 2008, despite the uncertain economic
conditions.  We are also encouraged that, in January 2009,
according to ACNielsen, the U.S. mass retail color cosmetics
category expanded 3.6% and Revlon brand color cosmetics gained 0.7
percentage points, growing faster than the category, for a dollar
share of 13.3%.  We are continuing to execute our strategy and
manage our business while maintaining flexibility to adapt to
changes in business conditions.  We are also continuing our
intense focus on the key growth drivers of our business, including
innovative, high-quality, consumer-preferred products, effective
integrated brand communication, appropriate levels of advertising
and promotion, and superb execution with our retail partners,
along with disciplined spending and rigorous cost control.  Over
time, we believe that with this focus we will generate profitable
net sales growth and sustainable positive free cash flow."

                           2008 Results

Net sales in 2008 were $1,346.8 million, a decrease of
$20.3 million, or 1.5%, compared to $1,367.1 million in 2007.
Foreign currency fluctuations negatively impacted net sales by
$8.3 million.  Excluding foreign currency fluctuations, net sales
of Revlon brand color cosmetics increased 9% driven by strong new
product introductions (higher shipments and favorable product
returns, partially offset by higher promotional allowances).
Increased net sales of Revlon brand color cosmetics were offset by
declines in net sales for Almay (higher shipments, offset by
higher product returns and higher promotional allowances), and
lower net sales of certain fragrance and beauty care brands.

In the United States, net sales in 2008 were $782.6 million, a
decrease of $21.6 million, or 2.7%, compared to $804.2 million in
2007.  Higher net sales of Revlon brand color cosmetics were
offset by lower net sales of Almay, fragrance and beauty care
products.  In 2008, higher net sales of Revlon ColorSilk and
Revlon beauty tools were offset by cycling the 2007 launches of
Revlon Colorist hair color, Revlon Flair fragrance and Mitchum
Smart Solid anti-perspirant deodorant.

In the Company's international operations, net sales in 2008 were
$564.2 million, an increase of $1.3 million, or 0.2%, compared to
$562.9 million in 2007.  Excluding the unfavorable impact of
foreign currency fluctuations of $8.3 million, net sales increased
by 1.7% as a result of higher net sales of Revlon and Almay color
cosmetics, Revlon beauty tools and Mitchum anti-perspirant
deodorant, partially offset by lower net sales of fragrance and
hair care products.  Higher net sales in the Asia Pacific and
Latin America regions were partially offset by lower net sales in
the Europe region.

Consistent with the Company's business plan and the increased
level of new product introductions, the Company supported its
brands with advertising and promotions throughout the year.  In
2008, advertising and promotional spending across all the
Company's brands remained largely unchanged.  The Company
increased spending on its color cosmetics brands, while spending
on certain of its beauty care brands was lower as a result of
cycling prior year spending on the launches of Revlon Colorist
hair color, Revlon Flair fragrance and Mitchum Smart Solid anti-
perspirant deodorant.  These actions contributed to our
performance in the marketplace in 2008 as reflected in the U.S.
mass retail dollar share and dollar volume growth related to the
Revlon and Almay brands in the segments in which our new product
launches and advertising and promotional spending were focused.

Operating income in 2008 was $155.0 million, representing an 11.5%
operating income margin, compared to $118.4 million, representing
an 8.7% operating income margin, in 2007, and Adjusted EBITDA in
2008 was $248.1 million, compared to $221.4 million in 2007.
Operating income and Adjusted EBITDA benefitted from lower
selling, general and administrative expenses, an improvement in
gross profit margin, and lower restructuring charges.
Additionally, operating income and Adjusted EBITDA in 2008
benefited from a net gain of $4.7 million and $5.2 million,
respectively, related to the sale of a facility in Mexico, and a
net gain of $5.9 million related to the sale of a non-core
trademark.

Net income in 2008 was $57.9 million, or $1.13 per diluted share,
compared to a net loss of $16.1 million, or $0.32 per diluted
share, in the prior year.  Net income in 2008 includes a
$45.2 million, or $0.88 per diluted share, gain on the sale of
discontinued operations and a loss from discontinued operations of
$0.4 million, or $0.01 per diluted share.  Income from continuing
operations in 2008 was $13.1 million and includes a net gain of
$4.3 million related to the sale of a facility in Mexico and a net
gain of $5.9 million related to the sale of a non-core trademark,
and compares to a loss from continuing operations of $19.0 million
in 2007.

Adjusted EBITDA and free cash flow are non-GAAP measures that are
defined in the footnotes to this release and are reconciled in the
case of Adjusted EBITDA to net income/(loss) and in the case of
free cash flow to net cash provided by (used in) operating
activities, their most directly comparable GAAP measures,
respectively, in the accompanying financial tables.

                   Fourth Quarter 2008 Results

Net sales in the fourth quarter of 2008 were $334.2 million, a
decrease of $39.1 million, or 10.5%, compared to $373.3 million in
the fourth quarter of 2007.  Foreign currency fluctuations
negatively impacted net sales by $23.3 million.  Excluding foreign
currency fluctuations, increased net sales of Revlon brand color
cosmetics (favorable product returns, partially offset by lower
shipments and higher promotional allowances), were offset by
decreased net sales for Almay (higher shipments, offset by higher
product returns and higher promotional allowances), and decreased
net sales for beauty care brands.

In the United States, net sales in the fourth quarter of 2008 were
$199.6 million, a decrease of $16.2 million, or 7.5%, compared to
$215.8 million in the fourth quarter of 2007.  Increased Revlon
brand color cosmetics net sales, were offset by declines in Almay
and declines in certain beauty care brands.

In the Company's international operations, net sales in the fourth
quarter of 2008 were $134.6 million, a decrease of
$22.9 million, or 14.5% (entirely due to unfavorable foreign
currency fluctuations), compared to $157.5 million in the fourth
quarter of 2007.  Excluding the unfavorable impact of foreign
currency fluctuations, net sales increased by 0.2% as a result of
higher net sales for Revlon and Almay color cosmetics, mostly
offset by declines in hair care and fragrance products.  Higher
net sales in the Asia Pacific and Latin America regions were
offset by lower net sales in the Europe region.

Consistent with the Company's business plan and the increased
level of new product introductions, the Company supported its
brands with increased levels of advertising and promotional
support in the fourth quarter of 2008 compared to same period in
2007.  These actions contributed to our performance in the
marketplace in the fourth quarter of 2008 as reflected in the U.S.
mass retail dollar share and dollar volume growth related to the
Revlon and Almay brands in the segments in which our new product
launches and advertising and promotional spending were focused.

Operating income in the fourth quarter of 2008 was $44.0 million,
compared to $79.3 million in the fourth quarter of 2007, and
Adjusted EBITDA was $66.7 million, compared to $105.1 million in
the year-ago period.  The decline in operating income and Adjusted
EBITDA was driven by increased advertising and promotional
expenditures.

Net income in the fourth quarter of 2008 was $11.3 million, or
$0.22 per diluted share, compared to net income of $40.8 million,
or $0.80 per diluted share, in the same period in 2007.  Income
from continuing operations in the fourth quarter of 2008 was $11.2
million, compared to $40.0 million in the year-ago period.

                         Company Strategy

The Company continues to focus on its strategy: (i) building and
leveraging its strong brands; (ii) improving the execution of its
strategies and plans, and providing for continued improvement in
its organizational capability through enabling and developing its
employees; (iii) continuing to strengthen its international
business; (iv) improving its operating profit margins and cash
flow; and (v) improving its capital structure.

As of December 31, 2008, the Company's balance sheet showed total
assets of $813,400,000 and total liabilities of $1,926,200,00,
resulting in total stockholders' deficit of $1,112,800,000.

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

               http://researcharchives.com/t/s?39a7

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV)
-- http://www.revloninc.com/-- is a worldwide cosmetics, hair
color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and personal care products company.  The
company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Mitchum(R), Charlie(R), Gatineau(R) and Ultima II(R).


RICHARD BOKAVICH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Richard D. Bokavich
        Rose M. Bokavich
        100 Old Wharf Road
        Dennis Port, MA 02639

Bankruptcy Case No.: 09-11186

Chapter 11 Petition Date: February 17, 2009

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Christopher J. Panos, Esq.
                  panos@craigmacauley.com
                  Craig and Macauley, P.C.
                  600 Atlantic Avenue
                  Federal Reserve Plaza
                  Boston, MA 02110
                  Tel: (617) 367-9500

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


SEMGROUP ENERGY: Nasdaq to Delist Common Stock Effective Feb. 20
----------------------------------------------------------------
SemGroup Energy Partners, L.P., received a letter from the
Hearings Panel of The Nasdaq Stock Market, Inc. providing the
Panel's decision to delist SGLP's common units from NASDAQ, with
trading being suspended effective at the open of trading on
Friday, February 20, 2009.

Following the delisting of the SGLP's common units from NASDAQ,
SGLP expects that its common units will be quoted in the "Pink
Sheets" beginning on February 20, 2009.  SGLP continues to work to
file its late periodic reports in the near future. SGLP intends to
promptly seek the re-listing of its common units on NASDAQ as soon
as practicable thereafter.

              About SemGroup Energy Partners, L.P.

Based in Tulsa, Oklahoma, SemGroup Energy Partners L.P. (SGLP) --
http://www.SGLP.com/-- owns and operates a diversified portfolio
of complementary midstream energy assets. SemGroup Energy Partners
provides crude oil and liquid asphalt cement terminalling and
storage services and crude oil gathering and transportation
services.  The general partner of SemGroup Energy Partners is a
subsidiary of SemGroup, L.P.

                           *     *     *

Events of default exist under SemGroup Energy Partners, L.P.'s
Amended and Restated Credit Agreement, dated Feb. 20, 2008, among
the Partnership, Wachovia Bank, National Association, as
Administrative Agent, L/C Issuer and Swing Line Lender, Bank of
America, N.A., as Syndication Agent and the other lenders from
time to time party thereto.  As reported by the Troubled Company
Reporter on January 23, 2009, SemGroup Energy Partners and its
lenders entered into the Second Amendment to Forbearance Agreement
and Amendment to Credit Agreement, which extends the Forbearance
Period until the earlier of:

   i) March 18, 2009;

  ii) the occurrence of any default or event of default under the
      Credit Agreement other than certain defaults and events of
      default indicated in the Forbearance Agreement, as amended
      by the First Amendment and the Second Amendment; and

iii) the failure of the Partnership to comply with any of the
      terms of the Forbearance Agreement, as amended by the First
      Amendment and the Second Amendment.

The Credit Agreement was comprised of a $350 million revolving
credit facility and a $250 million term loan facility.  The Second
Amendment permanently reduced the Partnership's revolving credit
facility under the Credit Agreement from $300 million to $220
million and also prohibits the Partnership from borrowing
additional funds under its revolving credit facility during the
Extended Forbearance Period.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Energy Partners Gets Nasdaq Delisting Notice
---------------------------------------------------------
SemGroup Energy Partners, L.P., received a letter from the
Hearings Panel of The Nasdaq Stock Market, Inc. providing the
Panel's decision to delist SGLP's common units from NASDAQ, with
trading being suspended effective at the open of trading on
Friday, February 20, 2009.

Following the delisting of the SGLP's common units from NASDAQ,
SGLP expects that its common units will be quoted in the "Pink
Sheets" beginning on February 20, 2009.  SGLP continues to work to
file its late periodic reports in the near future. SGLP intends to
promptly seek the re-listing of its common units on NASDAQ as soon
as practicable thereafter.

              About SemGroup Energy Partners, L.P.

Based in Tulsa, Oklahoma, SemGroup Energy Partners L.P. (SGLP) --
http://www.SGLP.com/-- owns and operates a diversified portfolio
of complementary midstream energy assets. SemGroup Energy Partners
provides crude oil and liquid asphalt cement terminalling and
storage services and crude oil gathering and transportation
services.  The general partner of SemGroup Energy Partners is a
subsidiary of SemGroup, L.P.

                           *     *     *

Events of default exist under SemGroup Energy Partners, L.P.'s
Amended and Restated Credit Agreement, dated Feb. 20, 2008, among
the Partnership, Wachovia Bank, National Association, as
Administrative Agent, L/C Issuer and Swing Line Lender, Bank of
America, N.A., as Syndication Agent and the other lenders from
time to time party thereto.  As reported by the Troubled Company
Reporter on January 23, 2009, SemGroup Energy Partners and its
lenders entered into the Second Amendment to Forbearance Agreement
and Amendment to Credit Agreement, which extends the Forbearance
Period until the earlier of:

   i) March 18, 2009;

  ii) the occurrence of any default or event of default under the
      Credit Agreement other than certain defaults and events of
      default indicated in the Forbearance Agreement, as amended
      by the First Amendment and the Second Amendment; and

iii) the failure of the Partnership to comply with any of the
      terms of the Forbearance Agreement, as amended by the First
      Amendment and the Second Amendment.

The Credit Agreement was comprised of a $350 million revolving
credit facility and a $250 million term loan facility.  The Second
Amendment permanently reduced the Partnership's revolving credit
facility under the Credit Agreement from $300 million to $220
million and also prohibits the Partnership from borrowing
additional funds under its revolving credit facility during the
Extended Forbearance Period.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SENSATA TECHNOLOGIES: S&P Junks Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sensata
Technologies B.V., including the corporate credit rating to 'CCC+'
from 'B'.  The company had total balance sheet debt of about $2.5
billion at Dec. 31, 2008. The outlook is negative.

"The downgrade reflects worse-than-expected operating results and
weak prospects in key end markets that have increased the risk of
a covenant violation in the near term," said Standard & Poor's
credit analyst Dan Picciotto.  Sensata recently announced that
fourth-quarter revenues declined 28% and reported adjusted EBITDA
fell 38%.  If the company violates its covenants, it may be
difficult for it to obtain relief given its highly leveraged
financial profile and the state of credit markets.

The ratings on Attleboro, Massachussetts-based Sensata reflect its
highly leveraged financial profile and weak business risk profile.
Still, the company does benefit from good geographic
diversification and solid operating margins.

Sensata, formerly a division of Texas Instruments Inc., consists
of two business units that manufacture highly engineered
electronic sensors and controls.  It has generated about
$1.4 billion in revenue in 2008 but has experienced rapid declines
recently.  Sensata's products are sold into mature, cyclical end
markets that change primarily at GDP-like rates.  The company also
has a significant exposure to the challenged global automotive
market, which accounts for more than half of sales.  However, the
company does benefit from strong market positions as it is the
sole or primary source for most of its customers.

Deteriorating conditions in key end markets have affected the
company's operating performance.  Notably, the global automotive
industry has slowed significantly and overall company revenues
appear likely to decline meaningfully in 2009.  Sensata's controls
segment has been affected by the residential housing downturn.
Sensata has maintained its high operating margin (before
depreciation and amortization) of more than 20% and has a
significant proportion of variable costs which should mitigate the
impact of a sales reduction on margin.  The company's global
manufacturing footprint also helps to contain costs.

Sensata has a highly leveraged financial risk profile.  At
Dec. 31, 2008, Sensata's adjusted total debt to EBITDA was more
than 7x although it has managed to remain modestly free cash flow
positive.  Difficult operating prospects in 2009 are likely to
result in further deterioration in credit measures and could
pressure covenants.

S&P could lower the ratings if the company violates its covenants
and appears unlikely to obtain satisfactory relief or if the
company fails to meet its financial obligations.  S&P could also
lower the ratings if the company announces a tender offer that S&P
views to be a distressed exchange.  On the other hand, S&P could
reconsider the outlook if the company appears likely to maintain
adequate headroom under its covenants and does not have any other
liquidity challenges.


SIRIUS XM: S&P Puts 'CCC' Corp. Rating on Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating for Sirius XM Radio Inc. and XM Satellite Radio
Holdings Inc. (which S&P analyzes on a consolidated basis), as
well as all issue-level ratings for the company, on CreditWatch
with positive implications.

The action is based on the recent announcement that Liberty Media
Corp. (BB+/Watch Neg/--) will make a $530 million investment in
Sirius and its subsidiaries in the form of a loan and an equity
interest.  Liberty has initially agreed to provide a $280 million
15% senior secured loan due December 2012 ($250 million which will
be funded today), to repay Sirius' $171.6 million 2.5% convertible
notes due Feb. 17, 2009, and to provide funds for general
corporate purposes.  Liberty has agreed to provide an additional
loan of $150 million to XM Satellite Radio and to purchase up to
$100 million of the loans under XM Satellite Radio's existing
credit facilities from the lenders.

Sirius still faces significant debt maturities in 2009, with
$350 million of XM bank debt maturing May 2009 and $227.5 million
of XM 10% convertible senior notes due December 2009.  In
addition, Standard & Poor's believes the company may encounter
significant obstacles in meeting its 2009 financial targets of
$300 million of EBITDA and modestly positive free cash flow,
considering the sharp decline in U.S. auto sales and the weak
retail consumer electronics market, which S&P believes are likely
to slow subscriber growth.

"For the Sirius rating to be raised, the company will need to
demonstrate progress toward achieving sustainable profitability
and positive discretionary cash flow, and address its sizable
remaining 2009 maturities," said Standard & Poor's credit analyst
Hal Diamond.  "We currently believe that the likely extent of a
potential upgrade of the corporate credit rating would be limited
to one notch, to 'CCC+'.  An upgrade from the 'CCC' category would
entail progress addressing maturities and operating cash
requirements beyond 2009."


SMITHFIELD FOODS: Will Shut Down 6 Plants, Lay Off 1,800 Workers
----------------------------------------------------------------
Smithfield Foods, Inc., disclosed a plan to consolidate and
streamline the corporate structure and manufacturing operations of
its pork group to improve operating efficiencies and increase
utilization.  The Company expects the restructuring plan will
result in annual cost savings after applicable restructuring
expenses of approximately $55 million in fiscal 2010 and
$125 million by fiscal 2011.

Smithfield Foods said that the pork group's new business model
will enhance the strength of its independent operating company
approach, while rationalizing manufacturing operations and taking
advantage of synergies in key overhead areas such as sales,
marketing, purchasing and information technology.

"This plan will create true synergies between our independent
operating companies and produce more opportunities to improve the
bottom line in the future," said C. Larry Pope, Smithfield Foods
President and CEO.  "Combined with the several plant closures we
have made over the last three years, this restructuring should
improve operating rates dramatically, allowing us to shed low-
margin business," he said.

In connection with the plan, the Company anticipates recording a
pre-tax charge, principally related to non-cash asset write-downs,
of approximately $85 million in its third fiscal quarter ended
February 1.  In addition, Smithfield Foods expects to record one-
time pre-tax charges of approximately $30 million as the plan is
implemented over the next three quarters.  The Company estimates
that $53 million in capital expenditures will be required relative
to plant consolidations in the remainder of fiscal 2009 and in
fiscal 2010.  Total capital expenditures are expected to remain
below depreciation in this fiscal year and next.

The plan includes the following actions at various operating
units:

     -- Smithfield Foods will reduce the number of independent
        Operating companies in the pork group to three from
        seven.  Four existing independent operating companies
        will be combined under the various business units of The
        Smithfield Packing Company, Inc., John Morrell & Co. and
        Farmland Foods, Inc.

     -- John Morrell and Farmland Foods will merge their
        respective fresh pork sales forces.  This consolidation
        will enable the company to serve customers with two
        highly competitive sales groups, Smithfield Packing
        Company in the East and Farmland Foods in the Midwest and
        West.

     -- Patrick Cudahy, Inc., a producer of bacon, dry sausages,
        hams and other specialty packaged meats, will become part
        of the John Morrell Group.

     -- Carando Foods, a unit of Farmland Foods producing Italian
        deli and specialty meats, also will be combined with the
        John Morrell Group.  The addition of Carando and Patrick
        Cudahy to the John Morrell Group, which includes Armour-
        Eckrich Meats, LLC and Curly's Foods, Inc., will
        leverage the efficiencies of the packaged meats
        companies' manufacturing and marketing platforms.

     -- Farmland Foods will strengthen its foodservice business
        with the assimilation of North Side Foods Corp., a large
        supplier to the quick service restaurant industry.

     -- Cumberland Gap Provision Co., a unit of the John Morrell
        Group and producer of hams, sausages and other specialty
        packaged meats, will integrate with Smithfield Packing
        Company.

     -- The international sales organizations that are
        responsible for exports of several independent operating
        companies will be consolidated into one group to form
        Smithfield Foods International Group, providing one face
        to overseas markets and reducing selling, general and
        administrative expense.  This consolidation already is
        underway and has yielded positive results.

     -- Smithfield Foods will close six plants and transfer
        production to more efficient facilities, increasing their
        utilization rates.  These plants are expected to be
        closed by December 2009.

"We are very excited about this restructuring plan.  The plan will
better align the company by enhancing operating efficiencies and
increasing utilization rates to reduce our overall manufacturing
and overhead structures, which will make Smithfield Foods a more
competitive company," said Mr. Pope.  "Previously, the company's
overall focus has been on growth based on opportunistic
acquisitions of high-quality companies at distressed prices.  Now
we want to fully assimilate and integrate these enterprises,
driving operating efficiencies and growing our high-margin
packaged meats business," Mr. Pope continued.  "The restructuring
marks a historic step forward for the company, as we turn our
attention to the future.  We expect to be a stronger, more
profitable company."

Mr. Pope said that, beginning in the first quarter of fiscal 2010,
investors will be able to track packaged meats performance, as the
company will begin reporting separate metrics for that component
of the business.

"After a careful and thorough analysis of our pork businesses, we
have concluded that the consolidation of our independent operating
companies into three strong, market-driven companies with highly-
competitive and powerful regional brands will best serve the needs
of our customers, employees and other key stakeholders," said
George H. Richter, president and chief operating officer of the
company's pork group.  "This new business model will allow us to
focus on maximizing operating, marketing, financial and logistical
synergies that will enable us to better meet the needs of our
retail, foodservice and international customers who do business
with multiple Smithfield Foods companies," continued Mr. Richter.
As a result of the restructuring plan, the company expects to
achieve a net reduction of approximately 1,800 jobs in the pork
group.

               Company Amends Credit Facilities

Separately, Mr. Pope noted that Smithfield Foods has entered into
amendments of its United States and European credit facilities.
The company disclosed the two separate credit facility amendments
on reports on Form 8-K filed with the U.S. Securities and Exchange
Commission on February 6 and February 13.  He said that the
amendments provide, among other things, for a reduction of the
applicable interest coverage ratio for specified periods through
the third quarter of fiscal 2010.

"These amendments are very positive developments, for they provide
the company with sufficient time and financial flexibility to
bridge the current hog cycle and uncertain economic environment,"
said Mr. Pope.  "This action should remove any question about the
financial strength of Smithfield Foods.  We have eliminated a
major distraction, allowing our management team to focus full time
on the restructuring plan and running the business."

With sales of $12 billion, Smithfield Foods is the leading
processor and marketer of fresh pork and packaged meats in the
United States, as well as the largest producer of hogs.

                     About Smithfield Foods

Smithfield Foods, Inc., (NYSE: SFD) --
http://www.smithfieldfoods.com/-- headquartered in Smithfield
Virginia, is the world's largest pork producer and processor and
the fifth largest U.S. beef processor.  The company conducts its
business through five segments: Pork, International, Hog
Production, Other and Corporate, each of which comprises a number
of subsidiaries.  The Pork segment produces a variety of fresh
pork and packaged meats products in the United States and markets
them nationwide and to a number of foreign markets, including
China, Japan, Mexico, Brazil, Russia and Canada.  The Pork segment
operates over 40 processing plants.  The International segment
includes its international meat processing operations that produce
a variety of fresh and packaged meats products.  The HP segment
consists of hog production operations located in the United
States, Poland and Romania, as well as its interests in hog
production operations in Mexico.  The Other segment comprises its
turkey production operations and its interest in Butterball LLC.
During the fiscal year ended April 27, 2008 it discontinued its
Beef segment operations.  Sales for the twelve months ended
July 27, 2008, excluding the revenues of the discontinued beef
business, were approximately US$11.9 billion.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'B' from 'BB-'.


SMURFIT-STONE: Auction to Settle Derivative Trades on Feb. 19
-------------------------------------------------------------
CreditFixings.com said that the auction to settle the credit
derivative trades for Smurfit-Stone Container Enterprises Inc. is
to be held on February 19, 2009.

Results are due to be published according to this timetable:

    Initial Bidding Period    CDS      09:45 - 10:00 EST
                              LCDS     10:45 - 11:00 EST

    Results of Initial
    Bidding Period                         11:30 EST

    Subsequent Bidding Period  CDS      12:45 - 13:00 EST
                               LCDS     13:45 - 14:00 EST

    Final Results                          15:00 EST

The International Swaps and Derivatives Association, Inc. and
Markit North America, Inc., the successor to CDS IndexCo LLC
published the LCDS Auction Settlement Terms on February 13.  The
ISDA published the 2009 Smurfit CDS Protocol on February 11.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Grace Period Elapses; New CEO Tasked to Merge/Sell
----------------------------------------------------------------
Spansion Technology Inc. let the 30-day grace period elapse
without making the interest payment it missed in January on the
$250 million 11.25% senior notes of 2016.

Moody's Investors Service has downgraded Spansion's probability of
default rating to 'D' from 'Ca'.  The rating action was in
response to Spansion's missed interest payment on its $250 million
senior unsecured notes following expiration of the 30-day cure
period on February 14, 2009.  Moody's also views this as a payment
default for the $625 million secured floating rate notes since the
indenture governing this debt contains cross default provisions.

The Company has been faced with resignations from top members of
management.  On January 30, 2009, Dr. Bertrand Cambou resigned as
the President and Chief Executive Officer of Spansion and as a
member of the Company's Board.  January 29, 2009, James Doran
resigned as the Company's Executive Vice President and Chief
Operating Officer, effective as of February 13, 2009, to accept a
senior level position at another company.

On February 2, the Board appointed John Kispert, 45, as the
Company's President and Chief Executive Officer.  An employment
letter with Mr. Kispert provides that Mr. Kispert will be entitled
to compensation of $75,000 per month, and will receive a
nonrefundable advance of four months salary.

In addition, Mr. Kispert is entitled to a bonus of $1.75 million
upon the first to occur of either of these transactions:

    (i) A merger or consolidation of the Company with any other
        corporation which constitutes a change in ownership of the
        securities of the Company representing more than 50% of
        the total voting power represented by the Company's then
        outstanding securities, other than a merger or
        consolidation which would result in holders of pre-
        transaction debts of the Company generally holding at
        least 50% of the total voting power represented by the
        voting securities of the Company or such surviving entity
        outstanding immediately after such merger or
        consolidation; or

   (ii) The sale, lease or other disposition by the Company of all
        or substantially all the Company's assets, which occurs on
        the date that any one person, or more than one person
        acting as a group, acquires assets from the Company that
        have a total gross fair market value equal to or more than
        85% of the total fair market value of all of the assets of
        the Company immediately prior to such acquisition or
        acquisitions.

The Company, in its Jan. 15 letter announcing the non-payment of
interest on its notes, said it has been exploring strategic
alternatives, including, but not limited to, opportunities to
merge with or sell to similar U.S. or foreign businesses.

The Company entered into a Severance and Consulting Agreement with
Spansion with its former CEO, pursuant to which Dr. Cambou will
receive a severance package that includes a lump-sum payment equal
to one year of Dr. Cambou's base salary ($751,275) plus the
Company's reimbursement of out-of-pocket expenses incurred by Dr.
Cambou in connection with the preparation of his 2008 tax returns.
Under his Severance and Consulting Agreement, Dr. Cambou will
provide transition services to the Company on a consultant basis
for a four month period, and will be paid at a monthly rate equal
to fifty percent (50%) of his monthly base salary. Pursuant to the
agreement, Dr. Cambou has released any and all claims against the
Company.

                        About Spansion

Spansion (NASDAQ: SPSN) -- http://www.spansion.com-- is a leading
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Spansion Inc. to
'D' from 'CCC', and the issue-level rating on Spansion LLC's
11.25% senior unsecured notes due 2016 to 'D' from 'CC'.


SPANSION INC: Japan Affiliate Files Protection from Creditors
-------------------------------------------------------------
Spansion Japan Limited, an indirect subsidiary of Spansion Inc.,
entered into a proceeding under the Corporate Reorganization Law
(Kaisha Kosei Ho) of Japan to obtain protection from Spansion
Japan's creditors while it continues restructuring efforts.

The Spansion Japan Proceeding constitutes an event of default
causing automatic acceleration of the outstanding obligations
without further action under these debt instruments of Spansion
LLC and Spansion Japan:

   -- The Senior Facility Agreement, dated March 30, 2007, among
      Spansion Japan, GE Capital Leasing Corporation and the
      other financial institutions party thereto, which resulted
      in all obligations under the GE Facility (approximately
      $285 million as of the Proceeding Date) becoming
      automatically due and payable.

   -- The Revolving Credit Facility Agreement, dated as of
      Dec. 28, 2007, among Spansion Japan, The Bank of Tokyo-
      Mitsubishi UFJ, Ltd., and the other financial institutions
      party thereto, which resulted in all obligations under the
      BTMU Revolver (approximately $98 million as of the
      Proceeding Date) becoming automatically due and payable.

   -- The Credit Line Account Application and Agreement for
      Organizations and Business, dated as of Dec. 29, 2008,
      between Spansion LLC and UBS Bank USA, which resulted in
      all obligations under the UBS Credit Line (approximately
      $75 million as of the Proceeding Date) becoming
      automatically due and payable.

   -- The Indenture, dated as of June 12, 2006, among Spansion
      LLC, the Company and Spansion Technology LLC, as
      guarantors, and HSBC Bank USA, National Association, as
      successor Trustee, governing Spansion LLC's issued and
      outstanding 2.25% Senior Subordinated Exchangeable
      Debentures due 2016, which resulted in all obligations
      under the Exchangeable Debentures Indenture (approximately
      $208 million as of the Proceeding Date) becoming
      automatically due and payable.

In addition, the Spansion Japan Proceeding constitutes an event of
default, which may result in acceleration of the outstanding
obligations thereunder if the Agent or Trustee, as applicable,
takes the prescribed steps under the following debt instrument to
cause such acceleration:

   -- The Credit Agreement, dated as of Sept. 19, 2005, among
      Spansion LLC, Bank of America, N.A. and the other financial
      institutions party thereto, as amended, under which there
      were approximately $10 million of obligations outstanding
      as of the Proceeding Date.

   -- The Indenture, dated as of Dec. 21, 2005, among Spansion
      LLC, the Company and Spansion Technology LLC, as
      guarantors, and HSBC Bank USA, National Association, as
      successor Trustee, governing Spansion LLC's issued and
      outstanding 11.25% Senior Notes due 2016, under which there
      were approximately $266 million of obligations outstanding
      as of the Proceeding Date.

   -- The Indenture, dated as of May 18, 2007, among Spansion
      LLC, the Company and Spansion Technology LLC, as
      guarantors, and HSBC Bank USA, National Association, as
      successor Trustee, governing Spansion LLC's issued and
      outstanding Senior Secured Floating Rate Notes due 2013,
      under which there were approximately $632 million of
      obligations outstanding as of the Proceeding Date.

               Progress on U.S. Restructuring Efforts

Spansion also disclosed that it is in active discussions with an
ad hoc committee representing holders of its $625 million Senior
Secured Floating Rate Notes due 2013 about restructuring the
company's balance sheet as well as potential strategic
transactions.

"We are making progress in our constructive discussions with an ad
hoc committee of secured noteholders, to find a mutually
beneficial agreement as we seek to resolve Spansion's capital
structures," John Kispert, Spansion's president and CEO said.

                           About Spansion

Spansion (NASDAQ: SPSN) -- http://www.spansion.com-- is a leading
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Fitch Ratings downgraded these ratings for Spansion Inc.:

  -- Issuer Default Rating to 'C' from 'CCC';

  -- $175 million senior secured revolving credit facility (RCF)
     due 2010 to 'CC/RR3' from 'CCC+/RR3';

  -- $625 million senior secured floating rating notes due 2013
     to 'CC/RR3' from 'CCC+/RR3';

  -- $225 million of 11.25% senior unsecured notes due 2016 to
     'C/RR6' from 'CC/RR6';

  -- $207 million of 2.25% convertible senior subordinated
     debentures due 2016 to 'C/RR6' from 'CC/RR6'.

According to the TCR on Jan. 19, 2009, Moody's Investors Service
downgraded Spansion's corporate family rating and probability of
default rating to Ca from Caa2, senior secured floating rate notes
to Caa2 from B3 and senior unsecured notes to Ca from Caa3.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Spansion Inc. to
'D' from 'CCC', and the issue-level rating on Spansion LLC's
11.25% senior unsecured notes due 2016 to 'D' from 'CC'.


SPANSION INC: Fitch Downgrades Issuer Default Rating to 'D'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating for
Spansion Inc. (SPSN) to 'D' from 'C' following the Feb. 14, 2009,
expiration of a 30 day cure period triggered by the company
failing to make its senior unsecured interest payment on Jan. 15,
2009.

Fitch also has affirmed these ratings on Spansion:

   -- $175 million senior secured revolving credit facility (RCF)
      due 2010 at 'CC/RR3';

   -- $625 million senior secured floating rating notes due 2013
      at 'CC/RR3';

   -- $225 million of 11.25% senior unsecured notes due 2016 at
      'C/RR6'; and

   -- $207 million of 2.25% convertible senior subordinated
      debentures due 2016 at 'C/RR6'.

Approximately $1.3 billion of debt securities are affected by
Fitch's actions. Fitch expects to withdraw its ratings on Spansion
in 30 days.

Fitch believes the missed interest payment as well as Spansion
Japan Limited (a wholly owned subsidiary of the company) entering
into bankruptcy proceedings, violates certain cross default
provisions in Spansion's various bond indentures, potentially
resulting in the acceleration of all outstanding debt amounts if
notified by the trustee.


SPANSION INC: Moody's Cuts Default Rating to 'D' on Non-Payments
----------------------------------------------------------------
Moody's Investors Service has downgraded Spansion's probability of
default rating to D from Ca and left ratings for the corporate
family and debt instruments unchanged.  The rating action was in
response to Spansion's missed interest payment on its $250 million
11.25% senior unsecured notes following expiration of the 30-day
cure period on February 14, 2009.  Moody's also views this as a
payment default for the $625 million secured floating rate notes
since the indenture governing this debt contains cross default
provisions.  Following this rating action, Moody's will withdraw
all ratings.

Ratings downgraded:

  * Probability of Default Rating to D from Ca

Ratings unchanged:

  * Corporate Family Rating -- Ca

  * $625 Million Senior Secured Floating Rate Notes -- Caa2
    (LGD-2, 25%)

  * $250 Million 11.25% Senior Unsecured Notes -- Ca (LGD-5, 71%)

  * Speculative Grade Liquidity Rating -- SGL-4

In accordance with Moody's LGD methodology, the $625 million
secured notes are rated Caa2 (two notches higher that the senior
unsecured notes) with a corresponding LGD-2 assessment, reflecting
some recovery value to noteholders.  Despite depressed valuations
for technology assets, Moody's expects at least a 75% recovery.
Moody's note that the $625 million secured notes have a first
priority lien on all inventory and domestic property, plant and
equipment (net book value of roughly $1.2 billion as of December
30, 2007) as well as a second lien on domestic accounts receivable
(net book value of approximately $217 million as of December 30,
2007).  The $250 million senior unsecured notes are rated Ca with
a corresponding LGD-5 assessment.  The unsecured notes are
expected to recover less than 30% of their value reflecting their
junior position in Spansion's capital structure as a result of the
considerable amount of secured debt in front of them.

Moody's last rating action was on January 15, 2009.  The principal
rating actions involved the downgrade of the company's CFR (to
Ca), PDR (to Ca) and instrument ratings (senior secured to Caa2;
senior unsecured to Ca).

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

Spansion Inc., headquartered in Sunnyvale, California, and parent
of Spansion, LLC, is a provider of flash memory semiconductors,
with $2.5 billion of revenue for the last twelve months ended
September 28, 2008.


SPECIAL DEVICES: Reports $52MM in Assets and $109MM in Debts
------------------------------------------------------------
Special Devices Inc. filed its schedules of assets and
liabilities, showing property for $52.2 million against $109
million in liabilities, Bloomberg's Bill Rochelle reported.

The Company, the report adds, has $22.5 million in secured
borrowing provided by Wayzata Opportunities Fund LLC, one of the
pre-bankruptcy lenders.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance $73.6
million in debt.  The Hon. Mary F. Walrath oversees the case.
Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtor's counsel.  Gibson,
Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


ST BERNARD PARISH: Moody's Lifts Rating on $18.4MM Debt From Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba2 and
assigned a stable outlook to the rating on St. Bernard Parish
School Board's $18.4 million in outstanding general obligation
unlimited tax debt.  The bonds are secured by the collection of an
ad valorem tax levied without limit as to rate or amount on all
taxable property within the boundaries of the District.  The
significant upgrade is based upon the notable recovery in key
financial and economic indicators following Hurricane Katrina and
Moody's belief that the positive trends have strengthened the
credit quality of the Board.  Assignment of the Baa2 rating also
continues to reflect the Board's vulnerability to such an
unprecedented natural disaster and ongoing concentration in the
oil and gas industry.  Although the largest taxpayers were
fundamental in the Board's recovery following the hurricane,
Moody's recognizes that the concentration in refineries remains a
notable risk.

               Tax Base Exhibiting Signs Of Recovery

The School Board is located in southeastern Louisiana and
sustained severe flooding which devastated a majority of the tax
base.  Prior to the hurricane, the population of the Parish was
67,000; in the months after the storm, the population was
estimated to be 7,000 and current estimates are that the
population has remarkably increased to 37,000.  Also immediately
after the storm, enrollment drastically declined from 8,800 to 460
students; enrollment is now 4,355 or 50% of the pre-storm level.

Early estimates were that the full valuation of taxable property
could decrease as much as 25%, while the actual initial post-storm
decline approximated this level with a 21% decrease for the 2006
fiscal year.  This notable decrease was subsequently followed by
modest growth rates of 2.8% in fiscal 2007 and 4% in fiscal 2008.

In fiscal 2009, however, a substantial amount of rebuilding drove
the full valuation to increase 21.4% reaching $1.9 billion which
approximates the pre-Katrina valuation.  Preliminary estimates are
not available for the 2010 fiscal year but officials believe
ongoing renovations and new construction will drive another strong
growth rate for the tax base.  The Board receives 37% of its
General Fund revenues from property taxes; therefore, recovery in
the tax base is important to daily operations.  Additionally, the
District conservatively budgeted for a 70% collection rate on
residential properties for fiscal 2007; however, total collections
have been close to 100% annually which is consistent with the
historical trend.  Officials noted that the State has a $75,000
homestead exemption so home values that are close to this amount
do not provide significant tax revenue however the remodeled and
new homes being constructed in the Parish have much higher values
providing additional tax revenue.

Oil and gas is a dominant factor in the local area as is
demonstrated in the top ten taxpayers that comprise a substantial
71% of the property tax base.  The largest taxpayer, Chalmette
Refinery, is 30% of the tax base and Murphy Oil is 16% of the
base.  All of the largest taxpayers and employers were open
shortly after the hurricane and they are now operating at pre-
storm levels.  However, with the area heavily dependent on the oil
and gas industry any negative changes in demand or pricing could
significantly impact the local economy and is a key consideration
in assignment of the Baa1 rating.

                Financial Operations Remain Healthy

In fiscal 2008, 36% of General Fund revenues were derived from
State sources while 26% were from sales taxes and 18% were from
property taxes.  Officials have been able to manage a decrease in
State funding in fiscal years 2007 and 2008 given less
expenditures resulting from a smaller enrollment.  As expected,
sales tax revenues decreased 33% in fiscal 2005 but then increased
9.3% in 2007 and 2.7% in 2008 to $11.2 million.  The total General
Fund balance fluctuated in 2006, 2007 and 2008 given the ebb and
flow of Federal funding in the General Fund.  In fiscal 2006, the
total fund balance increased to $35.5 million but then decreased
to $22.3 million in fiscal 2007 as certain Federal funding
designations were spent.  In fiscal 2008, another decrease brought
the total fund balance to $19.8 million but remained a strong 45%
of General Fund revenues.  The undesignated portion of the fund
balance was $9.2 million in fiscal 2006,
$9.4 million in fiscal 2007 and $6.9 million in fiscal 2008.  In
fiscal 2008, this amount equals 15.9% of General Fund revenues.
Officials have a goal of maintaining 15% of operations in the
General Fund balance.

After the storm the School Board drew upon a modest $4.5 million
of its $17.8 million Community Disaster Loan.  There has been some
indication, from the Federal government, that the CDL funding
could be forgiven so that issuers will not have to repay this
loan; however, if the Board does need to repay it, payments can be
made over ten years which officials stated would be manageable for
them to fund out of operating revenues.  The rating upgrade takes
into consideration Moody's belief that the School Board has
remained financially sound as it continues to manage through the
Katrina impact.

         Debt Burdens Manageable; No Plans For Future Debt

The Board's debt burden is 1.2% overall and amortization is rapid
with 100% of principal repaid in ten years.  With FEMA providing
substantial amounts of funding to rebuild school facilities, there
are no plans to issue additional debt which should moderate debt
levels.  The Board's debt is all fixed rate.

                              Outlook

The stable outlook reflects Moody's belief that key economic and
financial indicators have demonstrated solid and steady recovery
since Hurricane Katrina.

Key Statistics:

* 2009 Estimated population: 37,000

* 2000 population: 67,000

* 2009 Full Valuation: $1.9 billion

* Full value per capita: $53,944

* Per capita income: $16,718 (77.4% of US)

* Overall debt burden: 1.2%

* Payout (10 years): 100%

* 2007 General Fund balance: $19.8 million (45.6% of General Fund
  revenues)

* 2007 Undesignated General Fund balance: $6.9 million (15.9% of
  General Fund revenues)

The last rating action for the St. Bernard Parish School Board was
on July 18, 2006 when the Board's Ba2 rating was confirmed and a
stable outlook was assigned.


STANFORD INT'L BANK: SEC Charges Firm of $8 Billion Fraud
---------------------------------------------------------
The U.S. Securities and Exchange Commission has charged Robert
Allen Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

Mr. Stanford's companies include Antiguan-based Stanford
International Bank Limited (SIBL), Houston-based broker-dealer and
investment adviser Stanford Group Company (SGC), and investment
adviser Stanford Capital Management.  The SEC also charged SIBL
chief financial officer James Davis as well as Laura Pendergest-
Holt, chief investment officer of Stanford Financial Group (SFG),
in the enforcement action.

Pursuant to the SEC's request for emergency relief for the benefit
of defrauded investors, U.S. District Judge Reed O'Connor entered
a temporary restraining order, froze the defendants' assets, and
appointed a receiver to marshal those assets, the regulator said
in a Feb. 17 statement.

"As we allege in our complaint, Stanford and the close circle of
family and friends with whom he runs his businesses perpetrated a
massive fraud based on false promises and fabricated historical
return data to prey on investors," said Linda Chatman Thomsen,
Director of the SEC's Division of Enforcement.  "We are moving
quickly and decisively in this enforcement action to stop this
fraudulent conduct and preserve assets for investors."

Rose Romero, Regional Director of the SEC's Fort Worth Regional
Office, added, "We are alleging a fraud of shocking magnitude that
has spread its tentacles throughout the world."

                         SEC Complaint

The SEC's complaint, filed in federal court in Dallas, alleges
that acting through a network of SGC financial advisers, SIBL has
sold approximately US$8 billion of so-called "certificates of
deposit" to investors by promising improbable and unsubstantiated
high interest rates.  These rates were supposedly earned through
SIB's unique investment strategy, which purportedly allowed the
bank to achieve double-digit returns on its investments for the
past 15 years.

According to the SEC's complaint, the defendants have
misrepresented to CD purchasers that their deposits are safe,
falsely claiming that the bank re-invests client funds primarily
in "liquid" financial instruments (the portfolio); monitors the
portfolio through a team of 20-plus analysts; and is subject to
yearly audits by Antiguan regulators.  Recently, as the market
absorbed the news of Bernard Madoff's massive Ponzi scheme, SIBL
attempted to calm its own investors by falsely claiming the bank
has no "direct or indirect" exposure to the Madoff scheme.

According to the SEC's complaint, SIBL is operated by a close
circle of Mr. Stanford's family and friends.  SIBL's investment
committee, responsible for the management of the bank's multi-
billion dollar portfolio of assets, is comprised of Mr. Stanford;
Mr. Stanford's father who resides in Mexia, Texas; another Mexia
resident with business experience in cattle ranching and car
sales; Ms. Pendergest-Holt, who prior to joining SFG had no
financial services or securities industry experience; and Mr.
Davis, who was Stanford's college roommate.

The SEC's complaint also alleges an additional scheme relating to
US$1.2 billion in sales by SGC advisers of a proprietary mutual
fund wrap program, called Stanford Allocation Strategy (SAS), by
using materially false historical performance data. According to
the complaint, the false data helped SGC grow the SAS program from
less than US$10 million in 2004 to more than US$1 billion,
generating fees for SGC (and ultimately Mr. Stanford) of
approximately US$25 million in 2007 and 2008.  The fraudulent SAS
performance was used to recruit registered investment advisers
with significant books of business, who were then heavily
incentivized to reallocate their clients' assets to SIB's CD
program.

The SEC's complaint charges violations of the anti-fraud
provisions of the Securities Act of 1933, the Securities Exchange
Act of 1934 and the Investment Advisers Act, and registration
provisions of the Investment Company Act.  In addition to
emergency and interim relief that has been obtained, the SEC seeks
a final judgment permanently enjoining the defendants from future
violations of the relevant provisions of the federal securities
laws and ordering them to pay financial penalties and disgorgement
of ill-gotten gains with prejudgment interest.

The Commission acknowledges the assistance and cooperation of the
Financial Industry Regulatory Authority (FINRA) in connection with
this matter.

The SEC's investigation is continuing.  FINRA independently
developed information through its examination and investigative
processes that contributed significantly to the filing of this
enforcement action.

                          CD Program

SIBL describes the CDs in its disclosure statement as traditional
bank deposits, Bloomberg News says.  A one-year, US$100,000 CD
issued by the bank paid a 4.5 percent annual yield as of Nov. 28,
the news agency notes citing a SIBL Web site posting.

The bank doesn't lend proceeds and instead invests in a mix of
equities, metals, currencies and derivatives, Bloomberg News
relates citing SIBL Web site postings and CD disclosures.

In 2006, 57.4 percent of SIBL's portfolio was in equities, 21.9
percent in Treasuries and corporate bonds, 13 percent in metals, 7
percent in alternatives, and the rest in cash, mostly dollars, the
bank's disclosure statement related to the CD offering said as
cited by Bloomberg News.

In one of its Web site postings, SIBL said its assets surpassed
US$8 billion in June 2008, increasing by US$2 billion since 2007.

The bank also said its assets reached US$1 billion in July 2001;
US$2 billion in July 2003; US$3 billion in December 2004;
US$5 billion in October 2006 and US$8 billion in June 2008

SIBL said in the same posting it focuses on a very select
clientele and a very select product line including a CD that
typically pays clients a higher interest rate than other banks'
CDs.

                      Withdrawals Barred

Alison Fitzgerald at Bloomberg News reports that according to
people familiar with the matter, SIBL placed a 60-day moratorium
on early redemptions of its certificates of deposit.

Stanford Group Co. financial advisers have told three clients that
they can't redeem CDs sold by the firm prior to their maturity
date, the people said as cited by Bloomberg News.

According to Bloomberg News, one Austin, Texas-based depositor
said he called his advisers Feb. 12 and was told he could not cash
out his CDs, while a customer in Houston, who said he has more
than US$2 million in Stanford CDs, said a representative told him
on Feb. 11 that he'd have to wait until the maturity date to get
his money back.

The bank in the past let customers pay a three-month interest
penalty to get their money back before the contractual maturity of
the certificates, according to the news agency's sources.

"Bank depositors may withdraw funds in accordance with the terms
of their accounts," Bloomberg News quoted SIBL spokesman Brian
Bertsch as saying.

The Wall Street Journal relates that in a phone interview Monday,
Mr. Davis declined to comment when asked if investors are having
difficulty obtaining redemptions.

"I don't have any comment, but I appreciate your call," WSJ quoted
Mr. Davis as saying during the phone interview.

                     Latin America Clients

News of the SEC's complaint sent SIBL's Latin American clients to
the bank's units in the region.  Matthew Walter and Daniel Cancel
of Bloomberg News report SIBL's affiliates in Venezuela, Panama
and Ecuador were packed with clients trying to close accounts
after the firm was accused of fraud in the U.S.

According to the report, more than 100 clients went to one of
Stanford Group Venezuela Asesores de Inversi˘n, C.A.'s offices to
transfer their accounts.  The Venezuelan affiliate, Bloomberg News
notes, has offices in five cities in the  country.

At the Stanford Group Casa de Valores in Quito, Ecuador, Bloomberg
News says clients mingled in the lobby seeking information.  "We
have no information yet, and things are operating normally so
far," the news agency quoted Dayana Hernandez, the manager at the
Quito brokerage, as saying.

At Stanford's Panama unit, Stanford Bank of Panama S.A., customers
who wanted to withdraw money were turned away because the branch
was already closed, Bloomberg News discloses.

Meanwhile, Bloomberg News says according to the Bogota securities
exchange, stock transactions by Stanford Financial Group's
Colombian brokerage unit operated normally as of Feb. 17.  The
exchange is unaware of any problems involving Stanford's Bolsa y
Banca unit, an exchange spokesman told Bloomberg News in a phone
interview.

In Antigua, The Wall Street Journal reports anxious depositors
have flown in from overseas to seek their money from SIBL.

Lawyers cited by WSJ said at least some depositors were being
allowed to withdraw funds under the terms of their certificates of
deposit.

Some local clients have also responded to the news headlines by
pulling funds from the separate Stanford-controlled Bank of
Antigua, WSJ adds.

                 Halted Financing Commitments

As reported yesterday in the Troubled Company Reporter-Latin
America, Bloomberg News said SIBL failed to complete its financing
commitments to two transactions involving U.S. companies in which
it owns shares.

According to the report, the bank was released from its obligation
to lend Elandia International Inc. US$28 million.

In a Feb. 6 statement, ELandia said it has restructured its
capital structure after modifying its credit agreement with SIBL.

Under the terms of the modified credit agreement, ELandia said it
has terminated SIBL's obligation to lend to ELandia the
US$28 million balance of the amount committed and in exchange, and
SIBL has surrendered for cancellation 16,148,612 shares of ELandia
common stock.

In addition, SIBL has converted the total principal amount
outstanding under the loan of US$12 million into 1,777,778 shares
of eLandia's Series B Convertible Preferred Stock and agreed to
exchange US$2.35 million of outstanding principal owed by a
subsidiary of eLandia under separate agreement for 344,444 shares
of Series B Convertible Preferred Stock.  As a result of the
modification, eLandia has reduced its common stock outstanding
from 40.9 million shares to 24.8 million shares.

As part of the modification, SIBL was granted the option to
purchase an additional 592,593 shares of the company's Series B
Preferred Stock for an aggregate purchase price of US$4 million,
exercisable through March 31, 2009.  The terms of the Series B
Preferred Stock were also amended to reduce the conversion ratio
and to eliminate the voting rights of the Series B Preferred
Stock.  In the event that SIBL does not exercise this option in
full, the conversion ratio for all shares of Series B Preferred
Stock will be further reduced effective April 1, 2009.  Also, SIBL
agreed to terminate all of its rights to cause eLandia to register
its shares for resale.

In addition, SIBL has placed all of its shares of common stock and
Series B Preferred Stock in a voting trust under which Pete R.
Pizarro, Chairman and CEO of Elandia, serves as Voting Trustee.

Last week, Bloomberg News said SIBL failed to provide funding for
Health System Solutions Inc. to buy Emageon Inc., a medical-
technology company.

The bank is the principal shareholder of Tampa, Florida- based
Health Systems Solutions, which sells medical software, according
to the news agency.

In a Feb. 13 statement, Emageon said it has received the
US$9 million that had been placed in escrow with The Bank of New
York Mellon by Health Systems Solutions Inc. in connection with
the parties' merger transaction.  The escrowed funds became
payable to Emageon when the merger was not consummated before the
close of business on February 11, 2009.

Emageon also said it has terminated its amended merger agreement
with Health Systems due to Health Systems' failure to receive all
necessary financing on or before the designated closing date of
February 11, 2009.

                           About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


STATION CASINOS: Misses Feb. 15 Payment, Moody's Keeps Ca Rating
----------------------------------------------------------------
Moody's Investors Service said Station Casinos, Inc.'s ratings are
not affected by the announcement that it failed to make the
February 15, 2009 scheduled interest payment on its 7.75% senior
notes due 2016.

Moody's last rating action for Station occurred on February 4,
2009 when its Corporate Family Rating and Probability of Default
Rating were downgraded to Ca from Caa3.

Station Casinos, Inc. wholly owns and operates 13 gaming and
entertainment facilities located in Las Vegas, Nevada.  The
company also holds a 50% joint venture interest in five casinos
and manages several Native American gaming facilities.  Station
generates approximately $1.4 billion in annual net revenues.


STATION CASINOS: Missed Interest Payment Cues S&P's 'D' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Las Vegas, Nevada-based Station Casinos Inc.'s 7.75% senior
notes to 'D' from 'CC'.  The rating action reflects the missed
Feb. 15, 2009 interest payment on the notes.  A payment default
has not occurred relative to the legal provisions of the notes,
since there is a 30-day grace period to make the payment.
However, S&P considers a default to have occurred, even if a grace
period exists, when the nonpayment is a function of the borrower
being under financial stress -- unless S&P is confident that the
payment will be made in full during the grace period.

This rating action follows S&P's Feb. 4, 2009 research report in
which S&P lowered its corporate credit rating on Station and S&P's
issue-level rating on Station's 6.5% senior subordinated notes to
'D'.  The company announced on Feb. 3, 2009, that it did not make
the Feb. 1, 2009 interest payment on the 6.5% senior subordinated
notes.  At that time, Station also announced a solicitation for
votes from eligible institutional holders of its senior unsecured
and senior subordinated notes for a restructuring plan under
Chapter 11 of the U.S. Bankruptcy Code.

In addition to the missed payments on the 6.5% senior subordinated
notes and the 7.75% senior notes, S&P expects Station to miss the
upcoming interest payment on the 6.875% senior subordinated notes
(due March 1).  If and as this interest payment is not made, the
issue-level rating on the notes will also be lowered to 'D'.

All other issue-level ratings remain on CreditWatch, where they
were placed with negative implications Nov. 26, 2008.

                           Ratings List

                        Station Casinos Inc.

               Corporate Credit Rating      D/--/--

                            Downgraded

                       Station Casinos Inc.

                                    To        From
                                    --        ----
       7.75% senior notes           D         CC/Watch Neg


TEXAS PETROCHEM: Moody's Puts "+" Outlook on Ba3 on Boost in Cash
-----------------------------------------------------------------
Moody's Investors Service views the improvement in liquidity
stemming from the amendment to Texas Petrochemicals' (Ba3
CFR/Stable outlook) credit facility to be a positive; however, it
recognizes that future volatility in demand for TPC's products and
commodity prices could impact liquidity in the future, even as
sales volumes improve.  Should availability under the revolver
decline below $30-$35 million, the Ba3 Corporate Family Rating
could come under negative pressure.

The last rating action for TPC was an assignment of a probability
of default rating and announcement of implementation of the loss-
given-default methodology on September 27, 2006.

Texas Petrochemicals LP is a processor of crude C4 hydrocarbons
(primarily butadiene, butene-1, isobutylene), differentiated
isobutylene derivatives and nonene and tetramer.  The company
operates three Texas-based manufacturing facilities in Houston,
Baytown and Port Neches.


TRUMP ENTERTAINMENT: Moody's Withdraws Ratings on Bankr. Filing
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Trump
Entertainment Resorts Holdings, LP because the issuer has filed
for bankruptcy.

These Trump ratings were withdrawn:

  -- Probability of Default Rating of D

  -- Corporate Family Rating of Ca

  -- $1.25 billion senior secured second lien notes due 2015 of
     Ca (LGD 4, 64%)

  -- SGL-4 Speculative Grade Liquidity rating

Moody's previous rating action related to Trump occurred on
February 12, 2009, when Moody's commented that the February 11,
2009 forbearance extension did not affect the company's ratings.

Trump Entertainment Resorts Holdings, LP, owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, New Jersey.  The
company generates approximately $950 million of annual net
revenue.


TEXAS WESLEYAN: Moody's Affirms 'Ba2' Rating on 1997A Bonds
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on Texas
Wesleyan University's Series 1997A bonds issued through the Forth
Worth Higher Education Finance Corporation.  At this time, Moody's
are revising Moody's rating outlook to stable from positive,
reflecting weakened liquidity and operating performance as well as
expectations of a weak economic environment negatively impacting
investment returns and gift revenues.

Legal Security: Payments are a general unsecured obligation of the
University.

Interest Rate Derivatives: None

                             Strengths

* Continued strong growth in enrollment (nearly 30% over the past
  five years) in both undergraduate and graduate programs (3,049
  full-time equivalent students in fall 2008), driven in large
  part by the success of the University's on-line programs as
  well as growth in the graduate programs.  Transfer students
  comprise nearly 60% of the University's entering undergraduate
  enrollment through strategic relationships with nearby
  community colleges.

* Although weakened in FY2008, operating cash flow margin as
  calculated by Moody's remains positive at 4.3% in FY 2008
  (reduced from an average of 11.9% in the previous three years),
  providing adequate debt service coverage of 1.4 times.
  Management expects stronger operating performance in FY2009
  with a target operating surplus of $600,000.  Total net tuition
  revenue continues to grow, with a healthy 12.5% increase to
  $38.5 million in FY2008; growth of student charges is essential
  as they represent an increasing 86% of the University's
  operating revenues in FY2008 as calculated by Moody's compared
  to 78% in FY2005.

* Management remains focused on generating positive operating
  results and on rebuilding liquidity.  The University plans to
  retain all unrestricted gifts (typically $600,000-800,000
  annually) instead of using these funds for operations and has
  limited endowment spending to a fixed rate of $2.5 million
  annually.  Given current market conditions, however, Moody's
  expects resource and liquidity growth may take longer than
  planned.

                            Challenges

* Limited liquidity, excluding plant equity, with unrestricted
  financial resources weakened from -$1.3 million in FY 2007 to -
  $2.3 million in FY 2008.  The University's lack of liquid
  financial resources and reliance on a line of credit for
  seasonal cash flow leaves it vulnerable to unexpected shifts in
  demand or financial performance.

* Balance sheet cushion remains thin with expendable financial
  resources covering direct debt and annual operations by 0.31
  times and 0.13 times, respectively (5/31/08).  Since the end of
  the fiscal year, challenging investment markets have negatively
  impacted financial resources.  Assuming a 30% reduction in
  financial resources from the end of FY 2008, expendable
  financial resources would cover debt 0.2 times and operations a
  very weak 0.09 times.

* Highly competitive student market, with the University
  competing with public universities and regional private higher
  education institutions.  The University's net tuition per
  student of $13,583 is relatively low when compared to peer
  institutions, especially those with significant graduate
  enrollment.  The competitive environment can potentially limit
  growth in net tuition revenue, while the current economic
  environment could also create more need for financial aid,
  potentially stressing the University's operations and
  endowment.

                        Recent Developments

In March 2008, Texas Wesleyan University purchased an additional
$9 million of annuities (following the purchase of $10 million in
December 2007) to terminate the University's remaining obligation
under a frozen defined benefit pension plan.  The annuities were
purchased with $2 million in cash, a $1 million loan and
$6 million of plan assets.  The plan, which has been closed to new
participants since 1996, was underfunded by $8.3 million at the
end of FY 2008. In FY2009, this liability will be zero.

The University's current asset allocation includes approximately
55% in traditional equity, 30% in fixed income, and 12% in hedge
funds.  The Fund Evaluation Group serves as the University's
investment manager.  Investment returns have been favorable over
the past several years, however, market conditions have impacted
recent performance with a negative 6% return in FY2008.
Management reports preliminary FY 2009 returns through December at
approximately negative 27%. TWU did not have any exposure to the
Commonfund Short Term Fund when it was closed last September.

Management notes that gift revenues during the past 18 months have
been healthy, with gifts and pledges providing full funding for
the construction of a fitness center as well as additional
$2 million for scholarship funds.

                              Outlook

The University's rating outlook is stable, reflecting Moody's
expectation that continued net tuition revenue growth and
improvement in operating results will contribute to growth of
liquid financial resources over time.  The outlook also
incorporates Moody's expectation of continued enrollment growth
and no near-term borrowing plans.

                 What Could Change the Rating - UP

Growth in liquidity from enhanced fundraising or retained
surpluses, along with stability in enrollment and leverage levels

                What Could Change the Rating - DOWN

Enrollment declines, especially leading to operating deficits;
substantial new borrowing; further reductions to already limited
liquidity

Key Data And Ratios (Fiscal year 2008 financial data; fall 2008
enrollment data)

* Figures in parentheses include a pro-forma 30% reduction to
  financial resources

* Total Full-Time Equivalent Enrollment (FTE): 3,049 students

* Total Direct Debt: $20.1 million

* Total Financial Resources: $36.7 million ($25.7 million)

* Expendable Financial Resources to Direct Debt: 0.31 times (0.22
  times)

* Expendable Financial Resources to Operations: 0.13 times (0.09
  times)

* Average Actual Debt Service Coverage (three-year average): 2.3
  times

* Reliance on Student Charges (Tuition and Auxiliary Revenues):
  86.3%

                            Rated Debt

* Revenue Bonds, Series 1997A: Ba2

The last rating action was on January 16, 2008 when the rating for
Texas Wesleyan University was affirmed and the outlook was revised
to positive from stable.


U.S. SHIPPING: Fails to Pay $6.5 Million Interest Due Feb. 15
-------------------------------------------------------------
U.S. Shipping Partners L.P. disclosed in a regulatory filing that
effective as of February 9, 2009, it and its lenders amended:

   * the Waiver and Fourth Amendment to Third Amended and
     Restated Credit Agreement, dated as of October 20, 2008, to
     extend the lenders' waiver of any potential defaults under
     the financial covenants in the Partnership's senior credit
     agreement for the quarters ended September 30, 2008 and
     December 31, 2008 through the earlier of (i) February 20,
     2009 and (ii) the date on which the Partnership makes an
     interest payment in respect of its senior notes; and

   * the Forbearance Agreement entered into with holders of a
     majority-in-interest of the outstanding loans under the
     senior credit agreement on December 30, 2008 to extend the
     termination date to the earliest to occur of (i) 5:00 p.m.
     (Eastern time) on February 20, 2009; (ii) the date on which
     the Partnership makes an interest payment in respect of its
     senior notes; (iii) the occurrence and continuance of any
     event of default other than the Partnership's failure to
     make the December 31, 2008 principal and interest payments
     under the senior credit facility; and (iv) the failure by
     the Partnership to comply with any of the provisions of the
     Forbearance Agreement.

Prior to this extension the waiver and the Forbearance Agreement
were to expire on February 10, 2009.

In accordance with the terms of the Forbearance Agreement, the
Partnership is currently engaged in good faith negotiations with
the administrative agent and the lenders regarding restructuring
and strategic alternatives.  There can be no assurance that the
Partnership's negotiations with the lenders will be successful, or
that the lenders will not declare all outstanding obligations
under the senior credit agreement to be immediately due and
payable and pursue their rights and remedies under the senior
credit agreement upon termination of the Forbearance Agreement on
February 20, 2009.

In a separate regulatory filing dated February 17, 2009, the
Partnership did not make the $6.5 million interest payment due on
February 15, 2009 in respect of its 13% senior secured notes due
2014.  Under the terms of the Indenture, dated August 7, 2006,
governing the Notes, the Partnership has a grace period of 30 days
from the payment due date with respect to the interest payment
before the nonpayment becomes an event of default under the
Indenture.  There is no right to accelerate the obligations under
the Notes based on the nonpayment unless interest remains unpaid
upon expiration of the grace period.  In the event that the
interest payment is not made prior to the expiration of the 30-day
grace period, then the aggregate principal amount of the Notes,
plus the unpaid interest payment and any other amounts due and
owing on the Notes could be declared immediately due and payable
by the Trustee under the Indenture or by holders of 25% or more of
the aggregate principal amount of the Notes.

The rights of the holders of the Notes with respect to the
collateral securing such Notes are substantially limited pursuant
to the terms of the lien-ranking agreements set forth in the
Indenture and in the intercreditor agreement between, among
others, the trustee for the Notes and the collateral agent under
the Partnership's amended and restated credit facility.  Under
those lien-ranking agreements, at any time that obligations under
the Senior Credit Agreement that have the benefit of the first
priority liens are outstanding, any actions that may be taken in
respect of the collateral, including the ability to cause the
commencement of enforcement proceedings against the collateral and
to control the conduct of such proceedings, and the approval of
amendments to and waivers of past default under the collateral
documents, will be at the direction of the lenders under the
Senior Credit Agreement and holders of any other obligations
secured by the first priority liens.  As a result, the trustee, on
behalf of the holders of the Notes, will not have the ability to
commence, control or direct such actions, even if the rights of
the holders of the Notes are adversely affected.

Failure to make the interest payment on the Notes within the
30-day grace period would also constitute an event of default
under the Partnership's Senior Credit Agreement, which would allow
the lenders thereunder to declare the Partnership's obligations
under the Senior Credit Agreement immediately due and payable and
to exercise their rights and remedies under the Senior Credit
Agreement.

                 About U.S. Shipping Partners L.P.

U.S. Shipping Partners L.P. is a leading provider of long-haul
marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.  For additional
information about U.S. Shipping Partners L.P., visit:
http://www.usslp.com/

The Troubled Company Reporter reported on Feb. 2, 2009, that
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and other ratings on U.S. Shipping Partners L.P.

S&P lowered all ratings on U.S. Shipping to 'D' on Jan. 6, 2009,
after the company's announcement on Jan. 5, 2009, that it was in
default under the terms of its senior credit agreement, after
failing to make principal and interest payments due on Dec. 31,
2008.


WALDEN RESERVE: May Conduct Auction of Cumberland County Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has granted
Walden Reserve, LLC, permission to sell its fee simple interest in
certain real property located in Cumberland County, Tennessee
consisting of approximately 5,835 acres of land, free and clear of
all liens, interests and encumbrances.  The Court also approved
the bidding procedures for the auction sale.

As reported in the Troubled Company Reporter on Jan. 5, 2009, the
Debtor told the Court that the sale of the real property is the
best method for satisfying its lenders and generating the highest
value for its assets given the time constraints imposed by its
creditors and the Bankruptcy Code.

The real property will be offered in individual tracts,
combinations or as a whole as allowed by state and county planning
and zoning regulations.  Acceptance of any auction bid is subject
to approval by the Debtor and the Court prior to closing.

Pursuant to the Bidding Procedures, the auction sale will be held
no later than March 15, 2009.  Westchester Auctions, who has been
granted the exclusive right to sell the real property, has agreed
to advance certain expenses associated with the cost of the sale,
including the construction of a road to provide better visibility,
and has requested that they retain an 8% buyer's premium and
obtain a lien on the proceeds of sale with a higher priority of
all creditors.

Pursuant to the approved bidding procedures, 10% of the accepted
bid will be paid as down payment upon execution of an Agreement to
Purchase.  The remainder of the purchase price will be payable in
cash at closing, which will take place within 30 days following
the auction.

                       About Walden Reserve

Based in Overland Park, Kansas, Walden Reserve, LLC, formerly
doing business as Renegade Mountain Partners LLC, is a real estate
developer in the State of Tennessee.  The Debtor filed for chapter
11 protection on May 28, 2008 (D. Kan. Case No. 08-21230).  Colin
N. Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor
in its restructuring efforts.  Scott J. Goldstein, Esq., at
Spencer, Fane, Britt & Browne, represents the Committee of
Unsecured Creditors as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$14,637,288 and total debts of $7,085,320.


WORLDSPACE INC: Court Extends DIP Maturity Date to February 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
granted, on an interim basis, the emergency request of WorldSpace,
Inc., et al., for the extension of the maturity date of their
Debtor-in-Possession Financing with a syndicate of financial
institutions including Citadel Energy Holdings LLC, Highbridge
International LLC, OZ Master Fund Ltd., and AG Offshore
Convertibles Ltd. under a secured superpriority priming debtor-in-
possession facility agreement dated Nov. 5, 2008, as amended.

The Court also increased the total term loan commitment under the
DIP Credit Agreement by $1.3 million to $14.3 million.

The maturity date shall now be that date which is the earliest of
(a) Feb. 27, 2009, (b) the effective date of the Borrowers'
Reorganization Plan that has been confirmed by an order of the
Bankruptcy Court; and (c) the date on which the Borrowers have
consummated, pursuant to Sec. 363 of the Bankruptcy Code and a
final order of the Bankruptcy Court, a sale or sales of all or
substantially all of the Borrowers's assets.

The Court ordered, however, that the DIP Lenders shall have no
obligation to extend the financing under this Second DIP
Amendment, unless all of the conditions precedent to the making of
such loan under the Second DIP Amendment and the Court's Order
have been satisfied in full or waived by the DIP Lenders, each in
their sole discretion.

A final hearing to consider final approval of the increase in the
DIP Financing shall be held on Feb. 25, 2009, at 2:00 p.m
(prevailing Eastern time).

As reported in the Troubled Company Reporter on Nov. 17, 2008, the
Court authorized the Debtors to obtain up to $13.0 million in
postpetition financing from the DIP Lenders to enable the Debtors
to pay their employees, to continue operations and preserve the
value of their estates.

A full-text copy of the Court's interim order, dated Feb. 5, 2009,
is available at:

http://bankrupt.com/misc/WorldSpaceInc_InterimOrder02.05.09.pdf

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


WORLDSPACE INC: Wants Plan Filing Period Extended to April 30
-------------------------------------------------------------
WorldSpace, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to file a
plan until April 30, 2009, and their exclusive period to solicit
acceptances of said plan until June 29, 2009.  The extension will
allow the Debtors sufficient time to consummate a sale of
substantially all of their assets, formulate a plan of
reorganization and negotiate the plan with their creditors.

The Debtors's exclusive filing period expired last Feb. 14, 2009,
while the exclusive solicitation period will expire on April 15,
2009.  This is the Debtors' first request for the extension of
their exclusive periods.

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
Debtors asked the Court to approve (i) the sale of all or
substantially of the assets of WorldSpace, Inc., and its debtor
and non-debtor affiliates related to their satellite radio
business to the highest and best bidder at an open auction on
Jan. 26, 2009, and (ii) the assumption and assignment of certain
executory contracts and unexpired leases in connection with the
sale.  The auction was later rescheduled to Feb. 23, 2009.

There is no stalking horse bidder for the Acquired Assets.  The
sale of the Acquired Assets must be completed with one or more
successful bidders to avoid a default under the DIP Credit
Agreement.

As reported in the Troubled Company Reporter on Nov. 17, 2008, the
Court authorized the Debtors to obtain up to $13 million in
postpetition financing from a syndicate of financial institutions
including Citadel Energy Holdings LLC, Highbridge International
LLC, OZ Master Fund Ltd., and AG Offshore Convertibles Ltd. under
a secured superpriority priming debtor-in-possession facility
agreement dated Nov. 5, 2008, as amended.

The sale hearing, which was supposed to take place on Jan. 29,
2009, is scheduled to take place instead on Feb. 25, 2009, at 2:00
p.m. prevailing Eastern time.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


YOUNG BROADCASTING: Has Until March 20 to File Schedules
--------------------------------------------------------
The Hon. Arthur J. Gonzalez of the United States Bankruptcy Court
for the Southern District of New York extended until March 20,
2009, the period within which Young Broadcasting Inc. and its
debtor-affiliates may file their schedules of assets and
liabilities, and statement of financial affairs.

                     About Young Broadcasting

Headquartered in New York, Young Broadcasting Inc. --
http://www.youngbroadcasting.com-- own 10 television stations
and the national television representation firm, Adam Young Inc.
Five stations are affiliated with the ABC Television Network
(WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV -Richmond,
VA, WATE-TV - Knoxville, TN, and WBAY-TV -Green Bay, WI), three
are affiliated with the CBS Television Network (WLNS-TV - Lansing,
MI, KLFY-TV - Lafayette, LA and KELO- TV - Sioux Falls, SD), one
is affiliated with the NBC Television Network (KWQC-TV -
Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San
Francisco, CA).  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Young Broadcasting did not make the $6.125 million interest
payment due Jan. 15 on the company's 8.75% Senior Subordinated
Notes due 2014 to preserve liquidity.  Under the indenture
relating to the Notes, a 30-day grace period will apply to the
missed interest payment.

Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
presents the Debtors in their restructuring efforts.  The Debtors
proposed UBS Securities LLC as consultant, Ernst & Young LLP as
accountant, Epiq Bankruptcy Solutions LLC as claims agent, and
David Pauker as chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed
$575,600,070 in total assets and $980,425,190 in total debts.


YOUNG BROADCASTING: Moody's Affirms Ca Corp. Rating on Bankruptcy
-----------------------------------------------------------------
Moody's Investors Service has downgraded Young Broadcasting Inc.'s
Probability of Default Rating to D from Ca and confirmed its Ca
Corporate Family Rating following the announcement that it has
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  In addition, Moody's downgraded the
company's senior secured credit facility to Ca from Caa1 and
confirmed the rating of Young's senior subordinated notes.  This
rating action concludes the review of Young's ratings initiated on
January 16, 2009.  Moody's will be withdrawing all of Young's
ratings shortly.

The downgrade of Young's PDR reflects the Company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating.  Young's Ca CFR
incorporates Moody's fundamental valuation of Young's assets and
expectation of a below average family recovery at approximately
35%.  The company filed for bankruptcy protection on February 13,
2009 as the grace period related to payment of interest on the
Company's 8.75% Senior Subordinated Notes due 2014 was to expire
on February 15, 2009.

Moody's has taken these rating actions:

Young Broadcasting Inc.

  * Corporate family rating -- confirmed Ca

  * Probability-of-default rating -- downgraded to D from Ca

  * $370 million senior secured credit facility -- downgraded to
    Ca (LGD 4, 62%) from Caa1 (LGD 2, 17%)

  * 10% Senior Subordinated Notes due 2011 -- confirmed C (to LGD
    6, 95% from LGD 5, 73%)

  * 8 3/4 % Senior Subordinated Notes due 2014 -- confirmed C (to
    LGD 6, 95% from LGD 5, 73%)

  * Outlook stable

On January 16, 2009, Moody's downgraded Young's Corporate Family
Rating and Probability of Default Rating to Ca from Caa3 and
placed all rating under review for further possible downgrade.
Young Broadcasting Inc., headquartered in New York owns and
operates 10 television stations in 10 markets and a national
television sales representative firm, Adam Young Inc.


YOUNG BROADCASTING: Chapter 11 Filing Cues S&P's Rating Cut to D
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on New York, N.Y.-based Young Broadcasting Inc.'s 10%
senior subordinated notes due 2011 to 'D' from 'C'.  The recovery
rating on this debt issue remains unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery for debtholders
in a payment default.

As of Sept. 30, 2008, the company had debt of about $825 million.

The rating downgrade reflects the company's announcement that it
has filed voluntary petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code.

"We lowered our corporate credit rating for Young to 'D' on Jan.
20, 2009, after the company missed an interest payment on its
8.75% senior subordinated notes due 2014," said Standard & Poor's
credit analyst Deborah Kinzer.  "This was followed by a downgrade
of Young's senior secured debt to 'D' on Feb. 10, 2009, after the
company missed an interest payment on its term loan," she
continued.

Young owns and operates 10 TV stations, reaching almost 6% of U.S.
households.


YRC WORLDWIDE: Completes Sale and Financing Leaseback Transaction
-----------------------------------------------------------------
YRC Worldwide Inc. disclosed in a regulatory filing that it closed
on an additional portion of the sale and financing leaseback
transaction pursuant to the NAT Transaction.

On Dec. 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 Company expects to
close the sale-leaseback transaction by the end of January 2009
and no later than the middle of February 2009, subject to the
satisfaction of normal and customary due diligence and related
conditions, including NATMI's right to terminate the Contract in
its sole discretion during the inspection period.

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 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.

                 National Master Freight Agreement

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%.

In the Prior Form 8-K, the Company stated that it is required to
provide a certification to the Teamsters on or before Feb. 15,
2009, 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
the a default.  On February 12, 2009, the Company delivered the
certification to the Teamsters in accordance with the modified
NMFA.

In the Prior Form 8-K, the Company also 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% 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 Feb. 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 Feb. 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 after 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 Feb. 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.


YRC WORLDWIDE: Finalizes Loan Terms Amendment
---------------------------------------------
YRC Worldwide Inc. 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.  We look forward to discussing these
flexibilities in our analyst call tomorrow."

                    Credit Agreement Amendment

On Feb. 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 Aug. 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.

Maturity Date:

The Credit Agreement expires, and the revolving credit facility
and term loan mature, on Aug. 17, 2012, or the 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
       fka USFFreightways Corporation 8-1/2% Guaranteed Notes due
       April 15, 2010, 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 to
increase $38.5 million annually with this amendment.

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.

Mandatory Prepayments and Commitment Reductions:

The Company and its domestic subsidiaries are required to prepay
amounts under the Credit Agreement with some or all of the net
cash proceeds that they receive in respect of certain prepayment
events.

Net cash proceeds in respect of any real estate sales will be
applied as:

   -- The first $150 million in net cash proceeds (plus up to an
      additional $10 million of the net cash proceeds used to pay
      any fees under or in connection with the Credit Agreement
      or the ABS Facility) received from the sale and lease back
      of approximately 32 facilities pursuant to the terms of
      that certain Real Estate Sales Contract dated Dec. 19,
      2008, by NATMI Truck Terminals, LLC and the Company as in
      effect on Feb. 12, 2009, are not required to be used to
      prepay amounts outstanding under the Credit Agreement.  Any
      additional net cash proceeds received from the NAT
      Transaction are applied in the manner set forth in the next
      bullet point.

   -- For any real estate asset sale, the net cash proceeds of
      which, together with the aggregate amount of net cash
      proceeds from all the real estate asset sales occurring on
      or after Jan. 1, 2009,

      -- is less than or equal to $300 million and occurs on or
         prior to July 15, 2009, 50% of the proceeds will be used
         to prepay outstanding revolving loans under the Credit
         Agreement and the remaining 50% will be deposited into
         an escrow account;

      -- is less than or equal to $300 million and occurs after
         July 15, 2009, 50% of the proceeds will be used to
         prepay amounts outstanding under the Credit Agreement
         and the remaining 50% will be retained by the Company;

      -- is greater than $300 million and less than or equal to
         $500 million, 75% of the proceeds will be used to prepay
         amounts outstanding under the Credit Agreement and the
         remaining 25% will be retained by the Company; and

      -- is greater than $500 million, all of the proceeds will
         be used to prepay amounts outstanding under the Credit
        Agreement.

Any amount on deposit in the Escrow Account will be released

   -- prior to July 16, 2009, if (a) no default has occurred and
      is continuing and (b) the Company, its domestic
      subsidiaries (other than Yellow Roadway Receivables Funding
      Corporation or any other receivables entity) and YRC
      Assurance, collectively, have less than $100 million of
      cash and cash equivalents on hand; and

   -- on July 16, 2009, only to the extent that any amounts
      remain on deposit in the Escrow Account; provided, that any
      amounts withdrawn or released from the Escrow Account will
      cause a reduction of the revolving commitments under the
      Credit Agreement equal to the withdrawn or release amounts.

For any non-real estate sale, the net cash proceeds of which
together with the aggregate amount of net cash proceeds received
from all non-real estate asset sales occurring in the same fiscal
year of the Company, exceed $25 million, 75% of the net cash
proceeds will be used to prepay amounts outstanding under the
Credit Agreement and the remaining 25% will be retained by the
Company.

All net cash proceeds received from any additional indebtedness
incurred will be used to prepay amounts outstanding under the
Credit Agreement.

50% of the net cash proceeds received from the issuance of any
common stock or other equity interests will be used to prepay
amounts under the Credit Agreement.

The Company is required to prepay amounts due under the Credit
Agreement within three business days after the earlier of

   -- the date on which the Company's annual audited financial
      statements for the immediately preceding year are delivered
      pursuant to the Credit Agreement and

   -- the date on which the annual audited financial statements
      were required to be delivered pursuant to the Credit
      Agreement, in an amount equal to 50% of the Company's
      Excess Cash Flow for the immediately preceding year, less
      any voluntary prepayments of loans under the Credit
      Agreement, with the first the prepayment required to be
      made by the Company in 2010 in respect of the Company's
      Excess Cash Flows, if any, for the fiscal year ending
      Dec. 31, 2009.

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.  These summarizes some of the changes
to the affirmative covenants implemented by the Credit Agreement
Amendment.  The Credit Agreement Amendment

   i) 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);

  ii) requires the Company to fully complete the process of
      winding up, liquidating or dissolving YRC Assurance in all
      respects by March 14, 2009, (or the 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, Minimum Consolidated EBITDA and Maximum Capital
Expenditures.

Minimum Liquidity:

The Company must maintain Liquidity equal to or greater than
$100 million at all times, and Liquidity will be tested on each
business day.

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 Dec. 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 as:

   -- 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.

Events of Default:

The Credit Agreement Amendment modifies the events of default in
the Credit Agreement to clarify that an event of default occurs if
any amortization event or other similar repayment event under the
ABS Facility is triggered by an event of default thereunder and to
include an events of default if fees or other amounts in excess of
$20 million are paid to satisfy obligations, or to pay creditors
who have exercised remedies, in each case, under certain operating
leases due to a default, event of default or acceleration
thereunder and an event of default if an acceleration of
obligations in excess of $20 million under certain operating
leases occurs and remains uncured.

Waivers:

The Credit Agreement Amendment provides that the waivers set forth
in Waiver No. 1 are permanently granted.  In addition, the Credit
Agreement Amendment waives any default or event of default arising
as a result of the loan parties' failure to comply with a covenant
relating to permitted liens in the Credit Agreement by virtue of
the Company or its subsidiaries granting liens to the Company or
other of its subsidiaries in several notes representing
intercompany loans.  Certain of these notes are pledged to the
lenders to secure the obligations under the Credit Agreement.

                       ABS Facility Amendment

On Feb. 12, 2009, the Company amended its asset-backed
securitization facility.  The amended ABS Facility will expire on
Feb. 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
these terms.

   -- 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 the new reserve requirements.

   -- The cost of funding under the ABS Facility increased.  The
      cost of funding under the ABS Facility for conduits is a
      variable rate based on A1/P1 rated commercial paper.
      Conduits are not committed to fund; that role is performed
      by certain banks called committed purchasers.  Conduit
      funding is used long as the conduits agree to fund.  The
      cost of funding for Wachovia Bank, National Association,
      and other committed purchasers, is one-month LIBOR (but
      never less than 3.5% per annum, adjusted for certain
      reserves), plus 6.5% per annum.  The Company expects
      aggregate cost of funding (excluding fees) to increase up
      to $4.1 million annually as a result of this renewal.

   -- The definition of "Base Rate" was modified so that the Base
      Rate at any given time cannot be less than the LIBOR Rate.

   -- 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 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 Sept. 30, 2009, if the ABS Facility
has not been terminated by the 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., by the date.  The Company's
corporate credit ratings currently are CCC/Caa3.

The ABS Facility utilizes the accounts receivable of these
subsidiaries of the Company: YRC Inc., USF Reddaway, Inc. and USF
Holland, Inc.  YRRFC operates the ABS Facility.  Under the terms
of the ABS Facility, the Originators may transfer trade
receivables to YRRFC, which is designed to isolate the receivables
for bankruptcy purposes.  A third-party conduit or committed
purchaser must purchase from YRRFC an undivided ownership interest
in those receivables. The percentage ownership interest in
receivables that the conduits or committed purchasers purchase may
increase or decrease over time, depending on the characteristics
of the receivables, including delinquency rates and debtor
concentrations.

The ABS Facility Amendment provides that the waivers set forth in
the Limited Waiver are permanently granted.  In addition, the ABS
Facility Amendment waives any event of default which may have
arisen as a result of representations or warranties made or deemed
made in connection with the ABS Facility or any related document
proving to have been incorrect when made or deemed made or
conditions to a credit event not being satisfied solely as a
result of the existence of a default or an event of default under
the ABS Facility arising from the Lien Covenant Default or
Additional Representation Default.

A full-text copy of the 8K filing 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: S&P Changes Outlook on 'CCC' Rating to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Pos/--) to
positive from developing.

The revision follows news of the Overland Park, Kan.-based
trucking company's completed amendment to its credit facilities
and renewal of its asset-backed securitization facility.  "These
developments lessen the near-term risk of a downgrade, and S&P
will evaluate their effect on YRC's liquidity and credit quality
in resolving the CreditWatch review," said Standard & Poor's
credit analyst Anita Ogbara.

YRC's senior credit facilities consist of a $950 million senior
revolving credit facility and a $150 million term loan.  The
previous covenants, which specified maximum leverage of 3.5x and
minimum interest coverage of 2.5x, have been waived through
March 31, 2011.  Per the terms of the amendment, YRC's covenants
include (but are not limited to) these:

  -- Minimum cumulative EBITDA of $45 million, $130 million, and
     $180 million for the quarters ending June 30, Sept. 30, and
     Dec. 31, 2009, respectively;

  -- Maximum gross capital expenditures of $150 million in 2009
     and $235 million in 2010; and

  -- Minimum liquidity (defined as cash and cash equivalents,
     revolver availability less letters of credit exposure, and
     ABS availability) of $100 million at all times.

The maturity date of the senior credit facility remains Aug. 17,
2012, unless $50 million or more remains outstanding on the 8.5%
USF Freightways Corporation  notes due 2010 as of March 1, 2010;
or if $50 million or more is outstanding on the 5% contingent
convertible notes due 2023 as of June 25, 2010.

The ABS facility will expire on Feb. 11, 2010, and permits
financings of up to $500 million based on borrowing base
availability.

In exchange for these amended terms, YRC will pay amendment fees
totaling $12 million and higher interest costs over the duration
of the agreement.  As of Dec. 31, 2008, YRC had $325 million in
cash on its balance sheet.

S&P could raise ratings if S&P judges that the revised covenants
and renewal of the company's ABS facility have lessened liquidity
pressures sufficiently to warrant an upgrade.


* Canada Incurs Record $14BB Auto Trade Deficit in 2008
-------------------------------------------------------
Data newly released from Statistics Canada confirms that Canada
experienced its worst-ever year in international trade in
automotive products in 2008, according to an analysis from the
Canadian Auto Workers union.

Canada's automotive trade deficit more than doubled last year, to
almost $14 billion - an all-time record. The 2007 deficit was $6.6
billion.

Canada's exports of finished vehicles declined dramatically (by
almost one quarter) as a result of the financial crisis and
resulting collapse of U.S. auto sales. Imports of auto parts
(which are used in Canadian auto factories) also declined.  But
imports of finished vehicles from offshore grew again (for the
fifth straight year), despite the economic crisis.

The aggregate data reveal several worrying trends. For the first
time in decades Canada experienced a net auto trade deficit within
North America. Canada's traditional auto trade surplus with the
U.S. plunged to just $4 billion (barely one-fifth the level of
three years ago).  That surplus with the U.S. no longer offsets
Canada's long-standing auto trade deficit with Mexico (which
equaled $4.5 billion last year), leaving a small combined deficit
for the NAFTA region as a whole.

Canada's auto trade with offshore (non-NAFTA) producers remains
very unbalanced as well.  Canada's automotive exports to countries
outside of NAFTA plunged 30 per cent last year (to just over $1
billion).  However, despite slowing auto sales in Canada, auto
imports from outside of NAFTA continued their steady growth,
reaching a record $15 billion. Those imports have doubled in the
past decade.  For every dollar of automotive imports that Canada
accepts from outside of NAFTA, Canada exports just seven cents
back in the other direction.  Since Canada no longer can rely on a
trade surplus within the North American market to offset this
offshore deficit, Canada's overall trade deficit has widened
dramatically.

"This data confirms that Canada's unbalanced trade with Asia and
Europe is a major cause of the industrial carnage we see around us
today," said CAW President Ken Lewenza, reacting to the new data.

The collapse of Canada's automotive trade position has contributed
substantially to the deterioration in Canada's overall merchandise
trade balance.  Aggregate statistics released last week confirmed
that Canada slipped into an overall trade deficit in December for
the first time since 1976.

"For years we tolerated a growing offshore imbalance, because our
strong position in the U.S. market bailed us out," Lewenza said.
"But clearly we can't count on the U.S. market to prop up our
trade numbers anymore, which makes it all the more essential to
address those trade imbalances with the rest of the world."

"For years we have relied on exports of petroleum and other
resources to subsidize a growing manufacturing trade deficit, but
this is no longer possible either," Lewenza added.  "Our
collapsing performance in autos and other manufactured goods now
translates into a bottom-line trade deficit."

Lewenza reiterated the CAW's position that the federal government
must address the growing auto trade imbalance as part of a broader
national auto strategy.  The CAW has made its willingness to
engage in contract renegotiations with the Detroit Three
automakers conditional on the implementation of a national auto
strategy.

The CAW estimates that the $14 billion automotive trade deficit in
2008 corresponds to the loss of 22,500 direct auto jobs (based on
the average job intensity of automotive shipments).

"Because of this trade deficit, Canada now has far less than its
share of auto jobs, even within North America. Canadians deserve
to have a proportional share of good jobs, and implementing a
national auto strategy is a pre-requisite for stabilizing and
rebuilding the industry," said Lewenza.


* Moody's Says Stimulus Helps Big Banks, Unclear for Small Lenders
------------------------------------------------------------------
In response to last week's unveiling of the U.S. Government's
Financial Stability Plan (FSP) and signing of the American
Recovery and Reinvestment Act (Stimulus Act), Moody's Investors
Service has published a detailed analysis of their credit
implications. In a Special Comment entitled "Credit Implications
of U.S. Financial Stability Plan and Stimulus Act," Moody's
presents the following key credit conclusions:

- Banks: The FSP is positive for large banks (with $100 billion in
assets or more), but the plan's benefits are less clear for
creditors of smaller banks.

- U.S. Government Balance Sheet: The moderate incremental amount
of debt that the FSP is likely to lead to and minimal effect on
government net worth means that our evaluation of the U.S.
government's creditworthiness is unchanged.

- Life Insurers (with the exception of MetLife) are not covered by
the FSP as it only applies to federally regulated financial
institutions.

- Financial Guarantors are unlikely to receive much relief, hence
a ratings-neutral impact, but may benefit indirectly from the
FSP's easing of credit conditions.

- Corporates: An increase in lending by banks is essential to
prevent an increasingly negative outlook for U.S. corporates. An
alleviation of the current market dislocation would prompt
corporates to resume their focus on fundamentals and mitigate
default risk.

- Securitizations: Reduced unemployment that is likely to result
from the Stimulus will have a positive effect on all consumer ABS,
RMBS and unguaranteed (private) student loans. The credit quality
of covered bonds will improve insofar as the FSP improves the
credit strength of banks supporting those programs.

- Technology Firms: The Stimulus's impact on rated technology
companies is likely to be quite muted and distant, with no rating
implications.

- Municipal Issuers: The Stimulus is unlikely to create longer-
term credit benefits for most municipal issuers who face
entrenched credit challenges. However, U.S. states will receive
nearly $150 billion, which may prevent some downgrades.

- Executive Compensation has been capped for some highly paid
employees at firms that have received or will receive TARP
assistance. Credit implications are unknown.


* Private Equity-Owned Firms Better Managed than Others, WEF Says
-----------------------------------------------------------------
The World Economic Forum has found that private equity-owned firms
are, on average, better managed than government-, family- or
privately owned firms.

The World Economic Forum disclosed those findings in its the
Globalization of Alternative Investments Working Papers Volume 2:
The Global Economic Impact of Private Equity Report 2009, one of
the most exhaustive studies of private equity involving thousands
of companies going back to the 1980s.

According to study, firms acquired by private equity groups enjoy
productivity growth two percentage points greater than average; in
France, private equity funds act as an engine of growth for small
and medium size enterprises.  Private equity investment in
emerging markets raised increasingly significant funds between
2004 and 2007. The research project included an international team
of noted academics led by Josh Lerner, Jacob H. Schiff Professor
of Investment Banking at Harvard Business School.


* GE Allocates $2 Billion for Bankruptcy Loans in 2009
------------------------------------------------------
General Electric plans to dole out approximately $2 billion in
debtor-in-possession loans this year, higher than the $1.9 billion
it awarded companies restructuring under Chapter 11 protection in
2008, according to Bloomberg News.

LeveragedFinanceNews says that the number of bankruptcies is
expected to climb by a much higher rate than 5%, the increase to
the amount GE has set aside for the bankruptcy loans.

Robert McMahon, managing director of restructuring finance in the
corporate lending unit, said, according to Bloomberg, that GE is
now charging 3% and 5% for the DIP loan, compared with roughly 2%
over the past years.

According to a GE Web site -- http://www.gecfo.com-- debtor-in-
possession financing is offered by GE to companies in business
bankruptcy for the purpose of bankruptcy financing.  In most
cases, DIP financing is considered attractive because it is done
only under order of the Bankruptcy Court, which is empowered by
the Bankruptcy Code.  Debtor-in-Possesion financing can also
provide corporate bankruptcy financing to engage in a prepackaged
business bankruptcy where the asset based lender providing DIP
financing supplies the funds to work out a settlement with
creditors up front, in order to walk into corporate bankruptcy
court with this prepacked settlement.  An asset based lender
providing Debtor-In-Possession financing following the filing of
either a voluntary or involuntary corporate bankruptcy proceeding
utilizes the same fundamental asset valuation approach to provide
the loan as it would utilize for a company not in business
bankruptcy.  The availability of DIP financing may depend on the
perceived viability of the company during the proceeding and on
its ability to successfully complete a Plan of Reorganization
(POR).  The Plan of Reorganization must specify how the debtor
intends to pay the creditors and Debtor-in-Possession financing is
a means toward that end.


* Wilbur L. Ross Interested in Banking, Troubled Industries
-----------------------------------------------------------
Billionaire investor Wilbur Ross, chairman of WL Ross & Co.,
discussed with Bloomberg's Carol Massar investment opportunities
in distressed assets, and the outlook for U.S. automakers and the
financial industry.

Wilbur L. Ross, known for buying distressed assets, says that he
is looking at the banking sector.  "Well, we're looking at a
variety of things.  As you know, we're quite interested in the
banking sector, although we haven't done anything of great
consequence there yet. We're looking at other sectors.  Looking at
pulp and paper, looking at casinos, looking at aluminum, all the
industries that are going through the big wringer."

With respect to the U.S. auto industry, Mr. Ross says that the
industry is still viable.  "The American companies are still
selling half of all the cars in this country.  And even at today's
levels of something like 10 million vehicles, very depressed
level, 5 million cars times $20,000 a car, that's $100 billion
business. There ought to be a way for somebody to make a living at
a $100 billion business.

Mr. Ross said that a bankruptcy filing by the automakers would be
"very risky."  To recall, Chryser and General Motors ahve said
that they might have to file for bankruptcy absent an additional
$21.6 million in government loans.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Brantley, Joe W.
      Brantley, Mary Emma
   Bankr. S.D. Ala. Case No. 09-10624
     Chapter 11 Petition filed February 10, 2009
        See http://bankrupt.com/misc/alsb09-10624.pdf

In Re A Great Restaurant, LLC
      aka Sage American Bar & Grill
   Bankr. D. Conn. Case No. 09-30328
     Chapter 11 Petition filed February 10, 2009
        See http://bankrupt.com/misc/ctb09-30328.pdf

In Re RoboDent, Inc.
   Bankr. S.D. Tex. Case No. 09-30991
     Chapter 11 Petition filed February 10, 2009
        See http://bankrupt.com/misc/txsb09-30991.pdf

In Re Hyperquip, Inc.
      dba AAA Pressure Washers & Supplies
   Bankr. D. Ariz. Case No. 09-02363
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/azb09-02363.pdf

In Re Olsen, Richard Kevin
      Arnold, Sharon Eileen
   Bankr. D. Ariz. Case No. 09-02330
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re DeArmond, Albert Lee
   Bankr. E.D. Calif. Case No. 09-11104
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re Lohrey, David William
      Lohrey, Harmony Sederholm
   Bankr. N.D. Calif. Case No. 09-10339
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re Golden Tennessee Leasing, Inc.
   Bankr. M.D. Fla. Case No. 09-01526
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re MCI Trust & Foundation Ltd.
   Bankr. M.D. Fla. Case No. 09-01498
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/flmb09-01498.pdf

In Re Eggleston, George
   Bankr. N.D. Ga. Case No. 09-63619
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re John Robert Vaughn
   Bankr. C.D. Ill. Case No. 09-70361
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/ilcb09-70361.pdf

In Re Affinity Processing Services, Inc.
   Bankr. N.D. Ill. Case No. 09-04327
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/ilnb09-04327.pdf

In Re Brookside Kitchens, Inc.
      dba Dinner by Design
   Bankr. N.D. Ill. Case No. 09-70339
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/ilnb09-70339.pdf

In Re Fernandez, Jose
      Fernandez, Maria
   Bankr. D. Md. Case No. 09-12229
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/mdb09-12229.pdf

In Re Zavoral, Gary Sr., F.
      Zavoral, Patricia A.
      dba Z-Brite Metal Finishing, Inc.
   Bankr. W.D. Mich. Case No. 09-01298
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/miwb09-01298p.pdf
        See http://bankrupt.com/misc/miwb09-01298c.pdf

   In Re Z-Brite Metal Finishing, Inc.
      Bankr. W.D. Mich. Case No. 09-01296
        Chapter 11 Petition filed February 11, 2009
           See http://bankrupt.com/misc/miwb09-01296p.pdf
           See http://bankrupt.com/misc/miwb09-01296c.pdf

In Re Apple Valley Jewelers Acquisition, LLC
   Bankr. D. Minn. Case No. 09-30792
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/mnb09-30792.pdf

In Re Woodbury Jewelers, LLC
   Bankr. D. Minn. Case No. 09-30794
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/mnb09-30794.pdf

In Re First Hi Ventures, Inc.
      dba Dominos
   Bankr. D. N.J. Case No. 09-13297
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/njb09-13297.pdf

In Re FD 149 Realty LLC
   Bankr. S.D. N.Y. Case No. 09-10594
     Chapter 11 Petition filed February 11, 2009
        Filed as Pro Se

In Re Two Sandwich Kings LLC
   Bankr. E.D. Wis. Case No. 09-21462
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/wieb09-21462.pdf

In Re Momcilovic, Bosko B.
      aka Momcilovic, Robert
      aka Momcilovic, Bob
   Bankr. D. Ariz. Case No. 09-02436
     Chapter 11 Petition filed February 12, 2009
        Filed as Pro Se

In Re Duran, Ruben G.
   Bankr. C.D. Calif. Case No. 09-13135
     Chapter 11 Petition filed February 12, 2009
        Filed as Pro Se

In Re Excel Printing, Inc.
   Bankr. M.D. Fla. Case No. 09-00894
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/flmb09-00894.pdf

In Re J-Mima, Inc.
   Bankr. S.D. Fla. Case No. 09-12433
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/flsb09-12433p.pdf
        See http://bankrupt.com/misc/flsb09-12433c.pdf

In Re Walker, Catherine B.
   Bankr. S.D. Fla. Case No. 09-12425
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/flsb09-12425.pdf

In Re Support Systems and Services, Inc.
   Bankr. S.D. Ill. Case No. 09-30294
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/ilsb09-30294.pdf

In Re Corporate Computer Resources, Inc.
      fka Corporate Computer Repair, Inc.
   Bankr. S.D. Ind. Case No. 09-01363
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/insb09-01363.pdf

In Re Family Solutions, Inc.
   Bankr. S.D. Ind. Case No. 09-01338
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/insb09-01338.pdf

In Re Birnhak, Jason T.
   Bankr. E.D. N.Y. Case No. 09-70810
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/nyeb09-70810.pdf

In Re Michelle's Foodland, Inc.
      dba Michelle's Kitchen
   Bankr. S.D. N.Y. Case No. 09-10604
     Chapter 11 Petition filed February 11, 2009
        See http://bankrupt.com/misc/nysb09-10604.pdf

In Re WOW TECHNOLOGIES INC.
   Bankr. D. Nev. Case No. 09-11878
     Chapter 11 Petition filed February 12, 2009
        See http://bankrupt.com/misc/neb09-11878.pdf

In Re Point Zero West Development LLC
   Bankr. C.D. Calif. Case No. 09-12616
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/cacb09-12616.pdf

In Re Meriden Properties, LLC
   Bankr. D. Conn. Case No. 09-30348
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/ctb09-30348.pdf

In Re Ronic Enterprises, Inc.
   Bankr. D. Conn. Case No. 09-50245
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/ctb09-50245.pdf

In Re Phillips Lawn Care, Inc.
      aka Phillips Landscaping, Inc.
   Bankr. E.D. Mich. Case No. 09-43893
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/mieb09-43893.pdf

In Re Extreme Air Heating & Cooling, LLC
   Bankr. D. N.J. Case No. 09-13448
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/njb09-13448.pdf

In Re Kruger Properties, LLC
   Bankr. N.D. Okla. Case No. 09-10336
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/oknb09-10336.pdf

In Re Piskorski, Slawomir
   Bankr. D. Ore. Case No. 09-30866
     Chapter 11 Petition filed February 13, 2009
        Filed as Pro Se

In Re Madison Carpet Outlet, Inc.
   Bankr. E.D. Tenn. Case No. 09-10904
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/tneb09-10904p.pdf
        See http://bankrupt.com/misc/tneb09-10904c.pdf

In Re Aaron Bonding Co.
   Bankr. M.D. Tenn. Case No. 09-01537
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/tnmb09-01537.pdf

In Re Perlicki, Johnny
   Bankr. S.D. Tex. Case No. 09-31036
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/txsb09-31036.pdf

In Re Tadpole Trucking, LLC
   Bankr. W.D. Tenn. Case No. 09-10638
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/tnwb09-10638.pdf

In Re Fred's Restaurant, Inc.
   Bankr. E.D. Va. Case No. 09-70551
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/vaeb09-70551.pdf

In Re Cass Trucking, Inc.
   Bankr. E.D. Wis. Case No. 09-21589
     Chapter 11 Petition filed February 13, 2009
        See http://bankrupt.com/misc/wieb09-21589.pdf

In Re 2520 North Tampa, LLC
      dba Tijuana Iguana
   Bankr. M.D. Fla. Case No. 09-02631
     Chapter 11 Petition filed February 16, 2009
        See http://bankrupt.com/misc/flmb09-02631.pdf

In Re Keyes, Robert Jr., F.
   Bankr. M.D. Fla. Case No. 09-02647
     Chapter 11 Petition filed February 16, 2009
        See http://bankrupt.com/misc/flmb09-02647.pdf

In Re 18 MRP LLC
   Bankr. D. N.H. Case No. 09-10428
     Chapter 11 Petition filed February 16, 2009
        See http://bankrupt.com/misc/nhb09-10428.pdf

In Re Sam's Ceramic & Stone, Inc.
   Bankr. S.D. N.Y. Case No. 09-22200
     Chapter 11 Petition filed February 16, 2009
        See http://bankrupt.com/misc/nysb09-22200.pdf

In Re Unlimited Entertainment Group of San Juan Inc.
   Bankr. D. P.R. Case No. 09-01035
     Chapter 11 Petition filed February 16, 2009
        See http://bankrupt.com/misc/prb09-01035.pdf

In Re Strathcona Electric, Inc.
   Bankr. D. Ariz. Case No. 09-02596
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/azb09-02596.pdf

In Re Savar, Moses Vasi
      aka Savarirayan, Moses Vasi
      Savar, Estrella Nina
   Bankr. C.D. Calif. Case No. 09-12709
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Jaime Caballero, Inc.
      dba US Gas
   Bankr. N.D. Calif. Case No. 09-41143
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/canb09-41143.pdf

In Re NexHorizon of CO, Inc.
   Bankr. D. Colo. Case No. 09-12193
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/cob09-12193.pdf

In Re Barlow, Kevin Layne Sr.
   Bankr. M.D. Ga. Case No. 09-50503
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/gamb09-50503.pdf

In Re The Church of the True Living God
   Bankr. N.D. Ga. Case No. 09-64043
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Stevens, Alfonzo
   Bankr. N.D. Ga. Case No. 09-63985
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Capones Hideaway Lodge Inc.
   Bankr. N.D. Ill. Case No. 09-04937
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/ilnb09-04937.pdf

In Re On Q BIlliards, Inc
   Bankr. N.D. Ill. Case No. 09-05007
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re J.A. Brunton, Inc.
   Bankr. D. Maine Case No. 09-10135
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Ocean Wood Enterprises, LLC
   Bankr. D. Maine Case No. 09-10136
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Liss, Martin William
   Bankr. D. N.J. Case No. 09-13731
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Alessandro, Carmine
   Bankr. S.D. N.Y. Case No. 09-10684
     Chapter 11 Petition filed February 17, 2009
        Filed as Pro Se

In Re Pinetree Mall Associates Partnership
   Bankr. S.D. N.Y. Case No. 09-10688
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/nysb09-10688.pdf

In Re Wallace & Associates, P.C.
   Bankr. S.D. N.Y. Case No. 09-22209
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/nysb09-22209.pdf

In Re Stinson, Giovanni B.
      aka Bryan Stinson
   Bankr. W.D. Okla. Case No. 09-10645
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/okwb09-10645.pdf

In Re Crew Management Inc.
   Bankr. D. P.R. Case No. 09-01037
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/prb09-01037.pdf

In Re El Pozo Laundry Mats, Ltd.
   Bankr. S.D. Tex. Case No. 09-31083
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/txsb09-31083.pdf

In Re Hankins, Benjamin Robert
      aka Ben Hankins
   Bankr. W.D. Wash. Case No. 09-11281
     Chapter 11 Petition filed February 17, 2009
        See http://bankrupt.com/misc/wawb09-11281.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to:
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***