TCR_Public/090220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 20, 2009, Vol. 13, No. 50

                            Headlines


110 GREEN: NY Real Estate Market Drop Leads to Firm's Bankruptcy
1106 KING: Voluntary Chapter 11 Case Summary
ALCATEL-LUCENT: Moody's Downgrades Corp. Family Rating to 'B1'
ANN HARRIS: Voluntary Chapter 11 Case Summary
ASPEN EXPLORATION: Reports Non-Compliance Under Wells Fargo Note

ASPEN EXPLORATION: Royale Energy Suspends Effort to Pursue Co.
AXCAN INTERMEDIATE: S&P Hikes to 'BB-' On Improved Results
BAREFOOT COTTAGES: Voluntary Chapter 11 Case Summary
BCBG MAX: Weak Operating Performance Cues S&P's Junk Rating
BEARINGPOINT INC: Salient Terms of Pre-Packaged Chapter 11 Plan

BEARINGPOINT INC: Moody's Cuts Rating to 'Caa3' on Ch. 11 Filing
BERNARD L. MADOFF: Trustee Can Hire Counsel for U.K. Proceedings
BERNARD L. MADOFF: Nine Law Firms, Accountants & Cos. Subpoenaed
BH S&B: Glimcher Reports Impact of Retailer's Liquidation
BOB MARSHALL: Voluntary Chapter 11 Case Summary

BOULDER CROSSROADS: Case Summary & 20 Largest Unsecured Creditors
BROWNSVILLE HEALTH: Voluntary Chapter 11 Case Summary
BRUNO'S SUPERMARKETS: To Close 15% of Stores, Cut 30 Corp. Posts
CAPITALSOURCE INC: Fitch Downgrades Issuer Default Rating to BB+
CARDINAL COMMUNICATIONS: 341(a) Meeting Set for February 25, 2009

CHRYSLER LLC: Cost-Cutting Plan Won't Affect S&P's 'CC' Rating
CIRCUIT CITY: May Liquidate Assets After Amended DIP Loan Approval
CIRCUIT CITY: Seeks July 8 Extension of Plan Filing Period
CIRCUIT CITY: Seeks June 8 Extension of Deadline to Remove Actions
CIRCUIT CITY: Seeks to Pay Up to $4,600,000 in Employee Incentives

CITIGROUP INC: Roberto Hernandez Ramirez to Leave Board
CLARK-O'NEAL FUNERAL: Case Summary & 5 Largest Unsec. Creditors
CLOVER PROPERTIES: Voluntary Chapter 11 Case Summary
CONNACHER OIL: Moody's Cuts Rating to 'B3' on Low Oil Prices
COUNTRYWIDE FINANCIAL: To be Rebranded Bank of America Home Loans

DOLLAR THRIFTY: Posts $72.2 Mln. Net Loss in Fourth Quarter 2008
ECLIPSE AVIATION: Albany Int'l Incurs $10.6MM on Bankruptcy
EL EMBARCADERO: Case Summary & Four Largest Unsecured Creditors
ENRIQUE FERNANDEZ: Voluntary Chapter 11 Case Summary
EXPRESS ENERGY: Debt Service Burden Cues S&P's Junk Rating

FANNIE MAE: Treasury to Hike Funding to Support Mortgage Market
FLAGSHIP NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
FONAR CORP: Reports $3.7MM Stockholders' Deficit at Dec. 31
FORD MOTOR: Benefiting From Woes of General Motors & Chrysler
FREDDIE MAC: Treasury to Hike Funding to Support Mortgage Market

GATEWAY ETHANOL: Court OKs Increase of Loan Amount to $5,625,761
GATEWAY ETHANOL: Wants Plan Filing Period Extended to April 3
GENERAL MOTORS: Opinions Differ on Firm's Possible Bankruptcy
GENERAL MOTORS: S&P's 'CC' Rating Unaffected by Cost-Cutting Plan
GENERAL MOTORS: Will Drop Saturn, Pontiac, Saab & Hummer Brands

GOOD SAMARITAN: Files for Chapter 11 Bankruptcy Protection
GOODYEAR TIRE: Posts $330MM 4th Quarter Net Loss; Plans Job Cuts
GOTTSCHALKS INC: Court Okays DJM Asset as Real Estate Consultant
GOTTSCHALKS INC: Court Approves FD U.S. as Communications Advisors
GOTTSCHALKS INC: Court Approves Financo Inc. as Investment Banker

GSC ACQUISITION: Receives Non-Compliance Notice From NYSE
HERMANOS DE LA TORRE: Voluntary Chapter 11 Case Summary
HPG INTERNATIONAL: U.S. Trustee Appoints 4-Member Creditors Panel
INTERNET FLOORS: Voluntary Chapter 11 Case Summary
JOHNSON BROADCASTING: May Use MLCFC Cash Collateral Until July 30

JOHNSON BROADCASTING: MLCFC Asks Court to Appoint Ch. 11 Trustee
JOHNSON BROADCASTING: Plan Filing Period Extended to May 11, 2009
JUST WINGIN: Voluntary Chapter 11 Case Summary
LEE ENTERPRISES: Refinances Notes to 2012, Amends Bank Payments
LIBERTY MEDIA: Moody's Expects to Lower Corp. Rating on Spin-Off

LINENS 'N THINGS: CVS Sees $132MM in Lease Costs as Guaranty
LVNV FUNDING: Moody's Downgrades Ratings on Class B Notes to 'B2'
LYONDELLBASELL: Fails to Pay Interest Payments on Two Bonds
MARCUS LEE: Voluntary Chapter 11 Case Summary
MBIA INC: S&P Cuts Counterparty Credit Rating to 'BB+'

MBIA INSURANCE: Moody's Cuts Insurance Strength Rating to 'B3'
MBIA INSURANCE: S&P Downgrades Counterparty Rating to 'BB+'
MEDIA & ENTERTAINMENT: Receives Delisting Notice from NYSE
MEDIA GENERAL: Will Implement Employee Furlough Program
MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B1'

MIDWAY GAMES: Signs Deal With Ubisoft to Publish Wheelman
MONEYGRAM INTERNATIONAL: Board OKs 2005 Incentive Plan Amendment
MONEYGRAM INTERNATIONAL: Board Sets March 16 as Record Date
MUZAK HOLDINGS: Section 341(a) Meeting Slated for March 12
NEENAH FOUNDRY: Liquidity Concerns Prompt S&P's Junk Rating

NESTOR INC: Terminates Employment of Vice President and CFO
NEW YORK TIMES: Board of Directors Suspends Dividend
NEXHORIZON OF CO: Files for Chapter 11 Bankruptcy Protection
NOVA BIOSOURCE: Receives Delisting Notice From NYSE Alternext
OCWEN LOAN: Moody's Affirms Ratings As Servicer of Subprime Loans

OMNIPOTENT INVESTMENT: Voluntary Chapter 11 Case Summary
OMNIPOTENT PROPERTIES: Voluntary Chapter 11 Case Summary
OSI RESTAURANT: Tender Offer Won't Affect S&P's 'B-' Rating
PACIFIC SHORES: Fitch Junks Ratings on Three Classes of Notes
PACIFICA OF THE VALLEY: Case Summ. & 20 Largest Unsec. Creditors

PASADENA CDO: Fitch Junks Ratings on $26.5 Mil. Class C Notes
PATTERSON PARK: Files for Chapter 11 Bankruptcy Protection
PATTERSON PARK: Case Summary & 20 Largest Unsecured Creditors
PLIANT CORPORATION: Section 341(a) Meeting Slated for March 12
POLAROID CORP: Panel Can Hire Faegre & Benson Local Counsel

POLAROID CORP: Can Hire Houlihan Lokey as Financial Advisor
POLAROID CORPORATION: Court OKs Paul Hastings as Panel's Counsel
PPA HOTELS: Voluntary Chapter 11 Case Summary
PROPEX INC: Court Approves $65-Mil. Wayzata Loan on Final Basis
PROPEX INC: To Sell All Assets to Wayzata Unit for $61 Million

REAL ESTATE VII: Aimco Names General Partners' President as CIO
REALTY MORTGAGE: Voluntary Chaeter 11 Case Summary
RECYCLED PAPER: Court Confirms Plan of Reorganization
RML CAPITAL: Voluntary Chapter 11 Case Summary
ROBERT BEERNTSEN: Voluntary Chapter 11 Case Summary

RODNEY FARMS: Voluntary Chapter 11 Case Summary
REICHHOLD INDUSTRIES: Moody's Cuts CFR to B2 on Likely Low Sales
ROSEMENT CLO: Fitch Junks Ratings on $12 Mil. Class D Notes
SCFR LIMITED: Involuntary Chapter 11 Case Summary
SEMGROUP LP: Creditors Committee Sues for CEO Kivisto

SOCIETY OF JESUS: Case Summary & 20 Largest Unsecured Creditors
SOUTHLAND CHRYSLER: Voluntary Chapter 11 Case Summary
SPECTRUM BRANDS: Sec. 341 Meeting of Creditors Slated for March 4
SPECTRUM BRANDS: Final DIP Financing Hearing Slated for March 4
SPECTRUM BRANDS: Seeks Permission to Hire Skadden Arps as Counsel

SPECTRUM BRANDS: Seeks Court OK to Engage W. Kingman as Co-Counsel
SPRINT NEXTEL: Implements Discounts to Keep Subscribers
STANLEY BUDRYK: Voluntary Chapter 11 Case Summary
STEVE & BARRY'S: Glimcher Reports Impact of Co.'s Liquidation
TENNECO INC: Moody's Cuts Rating to 'B3' on Low Auto Demand

TRUMP ENTERTAINMENT: To Promptly Seek Approval of Marina Sale
TRUMP ENTERTAINMENT: Seeks to Use Lenders' Cash Collateral
TWIN VEE: Files for Chapter 11 Bankruptcy Protection
UNITED SUBCONTRACTORS: S&P Cuts Corp. Credit Rating to 'CCC-'
VALHI INC: S&P Downgrades Corporate Credit Rating to 'B-'

W.R. GRACE: Trial on Libby Criminal Case Began Yesterday
W.R. GRACE: Seeks to Employ Janet Baer as Bankruptcy Co-Counsel
W.R. GRACE: Hartford, Other Insurers Object to Amended Plan
WERECYCLE! INC: Files for Chapter 11 Bankruptcy Protection
WERECYCLE! INC: Voluntary Chapter 11 Case Summary

WHITEHALL JEWELERS: Panel Taps CBIZ as Financial Advisor
WL HOMES LLC: Case Summary & 35 Largest Unsecured Creditors
WP EVENFLO: S&P Downgrades Corporate Credit Rating to 'CCC'
YRC WORLDWIDE: Fitch Downgrades Issuer Default Rating to 'CC'
ZIM CORPORATION: Earns $203,620 in Quarter ended December 31

* BOOK REVIEW: Corporate Recovery - Managing Cos. in Distress


                            *********

110 GREEN: NY Real Estate Market Drop Leads to Firm's Bankruptcy
----------------------------------------------------------------
Phil Wahba at Reuters reports that 110 Green St. Development LLC
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of New York due to a
decline in New York's real estate market.

According to Reuters, 110 Green is seeking Chapter 11 bankruptcy
protection while it tries to convert the condos in an unoccupied
New York City luxury condo building partly funded by retired
basketball star Earvin "Magic" Johnson into rental apartments.
110 Green said in court documents that the "unprecedented decline
in the real estate market generally, and Williamsburg/Greenpoint
specifically" led it to conclude condos were not the best use of
the property.

Reuters relates that private real estate fund Canyon-Johnson Urban
Fund has provided the development with $12.3 million in mezzanine
financing, which are backed by an interest in a property's
operating company.  Reuters notes that 110 Green has a
$35.75 million loan of from the Bank of New York in addition to
the Canyon-Johnson Urban Fund loan.

110 Green, according to court documents, said that it has
negotiated with leasing company Citi-Spaces Real Estate Services
about marketing the apartments as rental units.  Court documents
state that Fannie Mae showed "strong interest" in providing
replacement financing once Viridian is rented.

Court documents say that 110 Green St. listed $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.

                         About 110 Green

Brooklyn, New York-based 110 Green St. Development LLC is the
developer of the 130-unit development called The Viridian in
Brooklyn's trendy Greenpoint district.  It is also the developer
behind a New York City luxury condo building partly funded by
retired basketball star Earvin "Magic" Johnson.

The company and its debtor-affiliate, Green Managers LLC, filed
for Chapter 11 bankruptcy protection on February 5, 2009 (Bankr.
E.D. N.Y. Case No. 09-40860).  Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP assist the Company in its
restructuring effort.  The company listed $10 million to
$50 million in assets and $10 million to $50 million in debts.


1106 KING: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1106 King Street LLC
        c/o Joerg-Uwe Szipl
        2300 Ninth Street South
        Suite PH-1
        Arlington, VA 22204

Bankruptcy Case No.: 09-11134

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
1106 King Restaurant, LLC dba Le Gaulois           09-11135

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel:Madeline A. Trainor, Esq.
                 Cyron & Miller, LLP
                 100 N. Pitt Street, Suite 200
                 Alexandria, VA 22314
                 Tel: (703) 299-0600
                 Fax: (703) 299-0603
                 Email: mtrainor@cyronmiller.com

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

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

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

The petition was signed by Joerg-Uwe Szipl, member of the Company.


ALCATEL-LUCENT: Moody's Downgrades Corp. Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the
Corporate Family Rating of Alcatel-Lucent.  The ratings for senior
debt of the group were equally lowered to B1 from Ba3 and the
trust preferred notes of Lucent Technologies Capital Trust I have
been downgraded to B3 from B2.  At the same time, Moody's affirmed
its Not-Prime rating for short term debt of Alcatel-Lucent.  The
outlook for the ratings stays negative in view of the near term
challenges to business volumes and execution of restructuring
aimed at bringing the company to operating profit break-even in
2009 and towards cash generation in these year.

Wolfgang Draack, Senior Vice President and lead analyst for
Alcatel-Lucent, summarized: "The rating downgrade reflects the
fact that the company's profitability and cash generation has not
shown the improvement that Moody's expected to accrue from the
merger of Alcatel and Lucent and the subsequent integration and
cost saving measures.  In addition, its revenue decline,
particularly in the core carrier segment, is accelerating in year
on year comparison and cash consumption continues at a high level.

While the company still has substantial cash liquidity, at the
level of EUR3.5 billion net of short term debt, and has agreed to
sell its stake in Thales for about EUR1.6 billion, this compares
to about EUR700 million cash consumption over the last 4 quarters.
Continuing high net cash outflows and possibly further cash cost
of restructuring would increasingly absorb the company's financial
flexibility."

Contrary to Moody's expectation of operating profitability
improving materially in 2008 and cash consumption trending towards
a positive amount, but not exceeding EUR600 million in 2008,
Alcatel-Lucent's performance and credit metrics have not shown
material signs of a turnaround in the past year.  In addition, the
outlook for business and revenues is very subdued at least for the
first half 2009, while low visibility in the economic environment
does not allow a reliable forecast for the duration of this demand
weakness.  Alcatel-Lucent, after the recent change in top
management levels, anticipates an 8-12% decline in the market
2009, which is actually the most conservative view among the large
communication equipment providers, and targets a break-even
operating profit.

This is to be achieved after implementing further cost reductions,
resulting in EUR750 million run rate savings expected by end 2009.
Given the fact that the largest segment, the carrier business, has
been performing just below break-even for the past two years in
spite of more than EUR2.0 billion synergy benefits originally
targeted and largely achieved, and the prospect for a double-digit
decline in revenues, Moody's is concerned that the planned
restructuring measures may prove insufficient to return Alcatel-
Lucent to robust profitability near term. Continued performance at
the credit metrics for 2008, including EBIT interest coverage of
about 0.8 times and debt/EBITDA of 8.5 times, both including
Moody's adjustments, is not commensurate with a Ba rating and will
actually have to improve considerably to support the current B1
corporate family rating for Alcatel-Lucent.

The negative outlook for the ratings reflects the risks to
management's business plan given (i) the low visibility of near
term revenues, (ii) the challenges to retain cost savings in a
price competitive industry, and ongoing large restructuring cost
leading to continued high cash consumption with finite liquid
resources.

The rating incorporates the expectation that continued
restructuring measures will serve over time to mitigate the impact
of pressures on demand and price levels, and that cumulative cash
consumption, excluding debt repayments, from 1 January 2009 will
be contained within one quarter of cash liquidity minus short term
debt (EUR3.5 billion at FYE 2008).

Downgrades:

Issuer: Alcatel-Lucent

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

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Senior Unsecured Bank Credit Facility, Downgraded to B1,
     LGD3, 47% from Ba3, LGD3, 46%

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     B1, LGD3, 47% from Ba3, LGD3, 46%

  -- Senior Unsecured Medium-Term Note Program, Downgraded to B1,
     LGD3, 47% from Ba3, LGD3, 46%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1,
     LGD3, 47% from Ba3, LGD3, 46%

Issuer: Lucent Technologies Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B3 from B2

Issuer: Lucent Technologies, Inc.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     B1, LGD3, 47% from Ba3, LGD3, 46%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1,
     LGD3, 47% from Ba3, LGD3, 46%


Moody's last rating action for Alcatel-Lucent was the change in
rating outlook to negative on 3 April 2008.

Headquartered in Paris, France, Alcatel-Lucent is one of the world
leaders in providing advanced solutions for telecommunications
systems and equipment to service providers, enterprises and
governments with sales of EUR17.0 billion in fiscal year 2008.


ANN HARRIS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ann B. Harris
        dba Palm Springs Condos
        3431 Savanna Way
        Palm Springs, CA 92262

Bankruptcy Case No.: 09-12766

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Daniel G Brown, Esq.
                  Law Offices of Daniel G. Brown
                  515 Calle De Soto
                  San Clemente, CA 92672
                  Tel: (949) 892-1100
                  Fax: (949) 892-1150

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/cacb09-12766.pdf

The petition was signed by Ann B. Harris, principal of the
Company.


ASPEN EXPLORATION: Reports Non-Compliance Under Wells Fargo Note
----------------------------------------------------------------
Aspen Exploration Corporation said in a regulatory filing that it
is currently not in compliance with its covenants to Wells Fargo
Bank, NA, due to the Company's net loss for the quarterly period
ended December 31, 2008, and has reclassified $16,667 in payment
obligations as current.

In January 2007, Aspen borrowed $600,000 from Wells Fargo pursuant
to a promissory note payable over 36 months to partially finance
the acquisition of the Poplar Field.  Principal of $16,667 plus
interest payments are due monthly beginning February 15, 2007, and
continuing to January 15, 2010.  Collateral consists of a blanket
filing on Aspen's Accounts Receivables.  At December 31, 2008 the
outstanding balance on the note was $216,667.

The Wells Fargo note contains restrictive covenants which, among
other things, require Aspen to maintain a certain "Net Worth"
defined as total stockholder's equity of not less than $9,000,000
at any time, net income after taxes not less than $1,000 on an
annual basis and an EBITDA ratio, as defined.

As of December 31, 2008, Aspen had $14,118,442 in total assets,
$1,999,719 in total current liabilities, $1,932,300 in total long-
term liabilities, and $10,186,423 in shareholders' equity.

In February 2007, as part of the Poplar acquisition, Aspen agreed
to be responsible for 12.5% of a $3,000,000 loan obtained by
Nautilus in connection with the purchase of the Poplar Field
assets.  Nautilus Poplar, LLC obtained the loan from the Jonah
Bank of Wyoming, as lender.  Aspen's share of this loan was, at
the time of acquisition of the property, $375,000 plus interest at
a rate of 9.0%, and Aspen is subject to the repayment schedule
that Nautilus Poplar negotiated and to the other terms and
conditions of the loan agreement as fully as if Aspen were a party
to the loan agreement.  Aspen's share of principal payments of
$6,250 plus interest is due monthly through February 25, 2009. At
December 31, 2008, the outstanding balance was $230,103, all of
which is classified as current.

Aspen announced on November 24, 2008, that it was evaluating
several offers for the acquisition of a substantial portion of its
assets.  Aspen is continuing to negotiate with one of the offerors
to define a transaction for the sale of those assets.

Based in Denver, Colorado, Aspen Exploration Corporation was
organized in 1980 for the purpose of acquiring, exploring and
developing oil and gas properties.  Since 1996, Aspen has focused
its efforts on the exploration, development and operation of
natural gas properties in the Sacramento Valley of northern
California, and in 2007, Aspen acquired interests in oil
properties in Montana.  Aspen's business activities are primarily
focused in two separate aspects of the oil and gas industry:

   -- holding and acquiring operating interests in oil and gas
      properties where we act as the operator of oil and gas
      wells and properties; and

   -- holding non-operating interests in oil and gas properties.

Aspen is currently the operator of 67 gas wells in the Sacramento
Valley of northern California.  Additionally, Aspen has a non-
operated interest in 26 gas wells in the Sacramento Valley of
northern California and (at December 31, 2008) non-operating
working interest in roughly 37 oil wells in Montana.


ASPEN EXPLORATION: Royale Energy Suspends Effort to Pursue Co.
--------------------------------------------------------------
Royale Energy Inc. said it has suspended its effort to tender its
shares for the shares of Aspen Exploration following Aspen's
disclosure that it had breached a covenant of its credit agreement
with Wells Fargo.

Royale Energy said it will not offer its shares pursuant to the
S4 registration as it is currently filed.

Stephen Hosmer said, "We have suspended our effort in order to
evaluate whether or at what rate to pursue an offer for Aspen. The
significant deterioration in their financial condition, and their
inability or unwillingness to use their "Cash & Cash Equivalents"
to prevent a breach of their credit agreement significantly raises
the risk Royale would assume in the transaction."

Royale will leave its registration statement on file while
evaluating the Aspen filings.

                        About Royale Energy

Headquartered in San Diego, Royale Energy, Inc. --
http://www.royl.com/-- is focused on development, acquisition,
exploration, and production of natural gas and oil in California,
Texas and the Rocky Mountains.  It has been an independent
producer of oil and natural gas for over 20 years.

Aspen announced on November 24, 2008, that it was evaluating
several offers for the acquisition of a substantial portion of its
assets.  Aspen is continuing to negotiate with one of the offerors
to define a transaction for the sale of those assets.

                      About Aspen Exploration

Based in Denver, Colorado, Aspen Exploration Corporation was
organized in 1980 for the purpose of acquiring, exploring and
developing oil and gas properties.  Since 1996, Aspen has focused
its efforts on the exploration, development and operation of
natural gas properties in the Sacramento Valley of northern
California, and in 2007, Aspen acquired interests in oil
properties in Montana.  Aspen's business activities are primarily
focused in two separate aspects of the oil and gas industry:

   -- holding and acquiring operating interests in oil and gas
      properties where we act as the operator of oil and gas
      wells and properties; and

   -- holding non-operating interests in oil and gas properties.

Aspen is currently the operator of 67 gas wells in the Sacramento
Valley of northern California.  Additionally, Aspen has a non-
operated interest in 26 gas wells in the Sacramento Valley of
northern California and (at December 31, 2008) non-operating
working interest in roughly 37 oil wells in Montana.


AXCAN INTERMEDIATE: S&P Hikes to 'BB-' On Improved Results
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Delaware-based specialty pharmaceutical company Axcan Intermediate
Holdings Inc., including the long-term corporate credit rating on
the company to 'BB-' from 'B+'.  The outlook is stable.

At the same time, S&P raised the debt rating on Axcan's senior
secured debt to 'BB+' from 'BB-' (two notches higher than the
corporate credit rating), and revised the recovery rating to '1'
from '2'.  A '1' recovery rating reflects an expectation of very
high (90%-100%) recovery in the event of default (a '2' recovery
rating reflects a substantial [70%-90%] recovery in a default
scenario).

S&P also raised the debt rating on the senior unsecured debt to
'B' from 'B-' (two notches lower than the corporate credit
rating).  The recovery rating is unchanged at '6', reflecting
S&P's expectation of negligible (0%-10%) recovery in a default
scenario.

"The upgrade on the company predominantly reflects S&P's view of
Axcan's improved financial risk profile following the better-than-
expected operating performance in recent quarters," said Standard
& Poor's credit analyst Maude Tremblay.

"We revised the recovery rating on Axcan's senior secured debts
based on S&P's expectation of a higher emergence multiple, in
light of recent market transactions, a slightly longer period to
default given the improved prospects of the company, and lower
senior debt outstanding at default, given the amortization
schedule of the senior secured term loan A," Ms. Tremblay added.

Axcan specializes in the treatment of gastrointestinal diseases
and disorders, including pancreatic enzyme deficiencies,
cholestatic liver diseases, and inflammatory bowel disease.  The
ratings on the company reflect what Standard & Poor's sees as the
company's susceptibility to generic competition for most products
in its drug portfolio and its aggressive debt leverage.  The
company's niche position in gastroenterology, relatively diverse
product portfolio, and high operating cash flow generation
partially offset these concerns in S&P's view.

The stable outlook reflects Standard & Poor's expectation that
Axcan's operating performance will remain solid in fiscal 2009,
with moderate revenue and EBITDA growth.  S&P expects the excess
cash generated in the coming year will be used either to repay
debt or make tuck-in acquisitions to expand the company's drug
portfolio, which S&P believes would strengthen the company's
credit profile.  Meaningful deterioration in Axcan's cash flows,
due for example to the unexpected entry of a generic competitor to
one of the company's key products, could lead us to revise the
outlook to negative.  Alternatively, a shift to a more aggressive
financial policy, such as meaningful dividend payments or
recapitalization, might threaten the current ratings.  Standard &
Poor's believes the prospect of a higher rating is beyond the
outlook period, and will depend upon Axcan's successful growth and
diversification of its drug portfolio as well as continued strong
operating performance leading to further deleveraging.


BAREFOOT COTTAGES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Barefoot Cottages Development Company, LLC
        Suite 10101, 36468 Emerald Coast Parkway
        Destin, FL 32541

Bankruptcy Case No.: Not yet assigned

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: February 19, 2009

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: C. Edwin Rude, Jr.
                  edrudelaw@earthlink.net
                  211 E. Call Street
                  Tallahassee, FL 32301-7607
                  Tel: (850) 222-2311
                  Fax: (850) 222-2120

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of its Largest Unsecured Creditors.

The petition was signed by Curtis Gwin & Ray Shoults, Manager.


BCBG MAX: Weak Operating Performance Cues S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the corporate
credit rating on Los Angeles-based BCBG Max Azria Group Inc. to
'CCC+' from 'B-'.  The outlook is negative.

"The downgrade is due to our expectation that continued weak
operating performance in the fourth quarter will lead to very
limited EBITDA cushion over BCBG's financial covenant," said
Standard & Poor's credit analyst Jackie E. Oberoi, "and that these
problems may continue throughout 2009."  Furthermore, S&P remains
concerned that the company will fail to meet its minimum EBITDA
covenant for Max Rave; however, this does not constitute an
immediate event of default but could prove distracting for
management.


BEARINGPOINT INC: Salient Terms of Pre-Packaged Chapter 11 Plan
---------------------------------------------------------------
In the last several years, BearingPoint has faced a number of
challenges, which, taken together, have had a negative impact on
BearingPoint's overall financial performance.

Commencing December 1999, BearingPoint tried began acquisitions to
develop a global business platform, and through the end of 2002,
completed approximately 30 acquisitions, group hires or other
similar transactions.  In order to make these acquisitions,
BearingPoint assumed a significant debt load.

As of their bankruptcy filing, the Debtors' significant
indebtedness are:


Type of Debt    Principal Value    Liens         First Put Right
-----------     ---------------    -----         ---------------
Secured Credit
Facility - Term
Loan             $294,750,000   First Lien on      Not Applicable
                                All Assets of
                                Certain of
                                the Debtors

Secured Credit   $171,500,000   First Priority        N/A
Facility -                      Lien on All
Synthetic Letter                Assets
of Credit
(Letters of
Credit
Outstanding)     ($84,388,501)

Priority
Subordinated
(Series C)       $200,000,000   Unsecured         April 15, 2009

Priority
Subordinated
(FFL SPA)         $40,000,000   Unsecured         July 15, 2010
                                                 (Maturity Date)

Junior
Subordinated
(Series A)       $250,000,000   Unsecured         Dec. 15, 2011

Junior
Subordinated
(Series B)       $200,000,000   Unsecured         Dec. 15, 2014

John DeGroote, executive vice president and chief legal officer of
BearingPoint, recounts that in 2004, as part of its separation
from KPMG, BearingPoint transitioned to new financial and
accounting systems.  Difficulties in implementation of these
systems contributed to BE's inability to timely file its SEC
periodic reports, a substantial increase in BE's expenses,
including finance, accounting and audit costs, and to the material
weaknesses identified in BE's fiscal years 2004 through 2007
audits.  In September 2006, a New York State court held that
BearingPoint's failure to file its financial statements was a
default under the indenture relating to the Series B Debentures.
To resolve the uncertainties created by the court's ruling, BE
amended the various indentures, which included an increase in the
interest rate paid to the holders of the Junior Subordinated
Debentures.

On April 15, 2009, the holders of the Series C Debentures can
exercise the April 2009 Put Right, which would obligate BE to
redeem the notes on that date.  BearingPoint's current cash
resources are not sufficient to meet these obligations,
and a failure by BearingPoint to meet these obligations would
result in a default under the Series C Debentures.  Such a default
would also cause a cross-default under the Secured Credit
Facility, the FFL SPA, and the Junior Subordinated Debentures, Mr.
DeGroote avers.

Mr. DeGroote adds that due to concerns on the Debtor's woes, the
value of BearingPoint stock dropped dramatically.  On July 16,
2008, NYSE notified that the average per share price of
BearingPoint's common stock was below the minimum average closing
price of $1.00 over a consecutive 30 trading-day period.
BearingPoint also sought to address the suspension in trading by
splitting its stock, thereby raising its price.  The NYSE,
however, said that regardless of the stock split, BearingPoint's
average market capitalization was still below $25 million, which
is an incurable default with respect to continued listing on the
NYSE.  The delisting of BE's stock is pending the outcome of the
Appeal, scheduled for hearing on March 31, 2009. If BearingPoint
were to lose the Appeal, and BE's stock were to be delisted, it
would qualify as a "designated event" under certain of
BearingPoint's indentures.

Moreover, as a result of liquidity concerns in connection with the
April 2009 Put Right and uncertainties regarding pending NYSE
delisting, BearingPoint's annual audit from Ernst & Young LLP may
contain a going concern qualification.  The failure by
BearingPoint to obtain an unqualified annual audit would result in
a default under the Secured Credit Facility.

Lastly, BearingPoint provides services to a number of United
States governmental agencies.  In connection therewith, the U.S.
Defense Contract Audit Agency performs periodic audits of
BearingPoint's financial capability to determine whether
BearingPoint's financial condition is acceptable for performing
government contracts.  The delisting of BE's common stock from the
NYSE, the failure to make the April 2009 Put Right, or a going
concern qualification contained in E&Y's audit opinion could each
result in the DCAA issuing an adverse audit opinion. In such a
case, it would be difficult for U.S. government contracting
officers to determine that BearingPoint is a "responsible
contractor," which is a requirement to be awarded new contracts
and task orders with U.S. Government agencies.

                        Pre-Packaged Plan

BearingPoint, Inc., before filing for bankruptcy protection, was
able to an reach agreement in principle with its secured lenders
regarding the terms of a comprehensive debt restructuring.

Accordingly, BearingPoint and its affiliates filed a Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code together
with their bankruptcy petitions.

The Pre-Arranged Plan, which is described in detail in the
Disclosure Statement, is a classic waterfall plan, providing for
these recoveries:

Creditor Group           Recovery
--------------           --------
Secured Lenders
under Term Loan     A term loan in the amount of (A) $272,000,000
                    plus (B) the sum of any letters of credit
                    issued prepetition that have been drawn prior
                    to the effective date of the Pre-Arranged Plan
                    and that have not been funded by the Debtors
                    prior to the Effective Date plus (C) accrued
                    interest outstanding under the Secured Credit
                    Facility as of the Effective Date Convertible
                    Preferred Stock with the issue price of
                    $50,000,000

Secured Lenders
under L/C
Facility            A synthetic letter of credit facility in the
                    amount of a synthetic letter of credit
                    facility of $130,000,000, which shall consist
                    of (A) $84,053,079 of letters of credit issued
                    and outstanding, including any letters of
                    credit which have been drawn during the
                    chapter 11 cases and have not been reimbursed
                    by the Debtors prior to the Commencement Date,
                    (B) letters of credit issued during the
                    chapter 11 cases (up to $20 million) and (C)
                    letters of credit to be issued after the
                    Effective Date.

Series C
Debentures / FFL
SPA                 [X] shares of new class 1 common stock (the
                    "Class 1 Common Stock") for each dollar of its
                    allowed claim

Series A
Debentures /
Series B
Debentures          [X] shares of new class 2 common stock (the
                    "Class 2 Common Stock") for each dollar of
                    its allowed claim

General
Unsecured
Claims              [X] shares of new class 3 common stock (the
                    "Class 3 Common Stock") for each dollar of its
                    allowed claim, subject to dilution for
                    employee and management incentives

Convenience
Claims              Cash equal to [B]% of the allowed amount of
                    such claim.

Equity Interests
in BE               No Recovery

The Class 1 Common Stock is senior to the Class 2 Common Stock in
that, among other things, the holders of the Class 1 Common Stock
are entitled to receive all dividends and distributions that would
otherwise go to the holders of Class 2 Common Stock until the
holders of Class 1 Common Stock receive $240 million in the
aggregate of dividends and distributions.  This distribution
roughly matches the seniority the Series C Debentures and
FFL SPA have over the Series A Debentures and Series B Debentures.

The Debtors are continuing to negotiate with the Series C
Committee and the Series A/B Committee in an attempt to obtain
their support for the Pre-Arranged Plan.  However, because the
Pre-Arranged Plan follows the absolute priority rule under the
Bankruptcy Code, the Debtors believe that it is confirmable with
the Secured Lenders' support, even if the Debtors do not obtain
the support of other creditor groups for the Pre-Arranged Plan.

Following careful consideration of all alternatives, the Debtors
determined that the commencement of the pre-arranged chapter 11
cases, including the filing of the Pre- Arranged Plan, was a
prudent and necessary step to maximize the going concern value of
the Debtors' business.  Because they already have a deal
negotiated with their Secured Lenders, the Debtors expect the
chapter 11 cases to be relatively short, which should reduce the
impact on their businesses.  Importantly, the proposed debt
restructuring will enhance BearingPoint's prospects and its
operating performance. By doing so, BearingPoint will improve its
ability to both retain existing clients, as well as attract new
clients.  Furthermore, through the restructuring BearingPoint
should slow its staff, employee and managing director attrition,
thereby preserving its most important assets.  By deleveraging
through a chapter 11 filing, BearingPoint intends to quickly
emerge a stronger, healthier company, and be better situated to
compete in the global economy.

A copy of the Chapter 11 Plan is available at:

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

A copy of the Disclosure Statement is available at:

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

                     About BearingPoint, Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently
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., BearingPoint -- a former consulting arm of KPMG LLP -
- 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. fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq. at Weil Gotshal
& Manges LLP, has been tapped as counsel.  Greenhill & Co., LLC,
and AP Services LLC, have also been tapped as advisors.  Davis
Polk & Wardell is special corporate counsel.  BearingPoint
disclosed total assets of $1,762,689,000, and debts of
$2,231,839,000 as of Sept. 30, 2008.


BEARINGPOINT INC: Moody's Cuts Rating to 'Caa3' on Ch. 11 Filing
----------------------------------------------------------------
Moody's Investors Service downgraded BearingPoint's corporate
family rating to Caa3 from Caa2 and its probability-of-default
rating to D from Caa3.  The Ca ratings for the unsecured
subordinated convertible notes ratings remain unchanged.  All
rating actions are in response to the announcement that the
company has applied for relief under Chapter 11 of the U.S.
Bankruptcy Code.  Following these rating actions, Moody's will
withdraw all ratings.

Rating actions:

  -- Corporate Family Rating downgraded to Caa3 from Caa2

  -- Probability-of-Default Rating downgraded to D from Caa3

  -- $250 million Series A Subordinated Convertible Notes
     unchanged from Ca (LGD4, 69%)

  -- $200 million Series B Subordinated Convertible Notes
     unchanged from Ca (LGD4, 69%)

BearingPoint's Caa3 CFR incorporates a mean recovery expectation
of 65% (enterprise value-to-liabilities) on approximately
$1.3 billion of total liabilities for the firm, mainly
attributable to the stable performance of the Public Services
business and Moody's estimated value of the company's tangible
assets.

Moody's most recent rating action concerning BearingPoint was
taken on November 11, 2008.  The principal rating actions involved
the downgrade of the company's CFR, PDR, and its unsecured
subordinated convertible notes ratings.  All ratings were kept
under review for further possible downgrade.

Headquartered in McLean, Virginia, BearingPoint, Inc. provides
information technology consulting and managed services to
commercial and governmental entities worldwide.


BERNARD L. MADOFF: Trustee Can Hire Counsel for U.K. Proceedings
---------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities Inc., obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
hire U.K.-based law firm Lovells LLP to give advice and recover
assets in Europe, effective January 15, 2009.

Mr. Picard told the Court it will be necessary to engage counsel
to represent him in the foreign proceedings of MSIL.  He says he
seeks to retain Lovells as special counsel because of its
knowledge, expertise and experience in liquidation proceedings in
the United Kingdom and other European foreign jurisdictions,
including France, Germany, Italy, and Spain.  "Lovells' employment
and retention is necessary and in the best interests of the
Debtor's estate and its customers and creditors," he said.

                      Foreign Proceedings

The directors of Madoff's London entity, Madoff Securities
International Ltd., filed an application with the High Court of
Justice, Chancery Division, Companies Court, for the appointment
of joint provisional liquidators.  After a hearing on December 19,
2008 at which counsel for the Receiver, counsel for the MSIL
Directors, counsel for the Financial Services Authority, and
counsel for the Joint Provisional Liquidators were heard, the High
Court ordered, among other things, that:

   (1) MSIL be placed into a provisional liquidation,

   (2) Mark Richard Byers, Andrew Laurence Hosking, and Stephen
       John Akers of Grant Thornton be appointed joint
       provisional liquidators,

   (3) the affairs, business, and property of MSIL will be
       managed by the joint provisional liquidators,

   (4) the joint provisional liquidators will cooperate with the
       Receiver, the Trustee, and the Financial Services
       Authority, and

   (5) to use their best efforts to provide to the United States
       Department of Justice and SEC the same information
       provided to the Receiver, Trustee, and FSA.

According to Mr. Picard, issues have arisen in other foreign
jurisdictions in Europe such that there may be a need for
representation by counsel in other foreign proceedings in Europe
as he pursues the recovery of customer property.

                          Lovells' Fees

Lovells will be compensated at its normal hourly rates, less a 10%
discount. Lovells normal hourly rates are:

                                            Hourly Rates
                               ----------------------------------
Level of Experience           London (GBP)  Cont. European (EUR)
------------------            ------------  -------------------
Partner                         610                520
Consultants and Senior Lawyers  560                435
Assistant 6-8 years             525                415
Assistant 5-6 years             490                370
Assistant 4-5 years             450                335
Assistant 3-4 years             415                335
Assistant 2-3 years             380                315
Assistant 1-2 years             340                295
Assistant 0-1 years             300                275
Trainee                         230                235

The Securities Investor Protection Corporation, the entity that
applied for the liquidation of BLMIS under the Securities Investor
Protection Act, has no objections to the retention of the firm.

                  Lovells' Disinterestedness

Mr. Picard says that he believes members, counsel and associates
of Lovells are disinterested pursuant to section 78eee(b)(3) of
SIPA and do not hold or represent any interest adverse to the
Debtor's estate in respect of the matter for which Lovells is to
be retained.

Christopher Kennet Grierson, a member of the firm, disclosed that
Lovells represents many customers or creditors of Madoff.
However, he said the firm will not represent those persons or
entities adverse to the interest of the Debtor.

The Court, in its order, said that Lovells is "deemed
disinterested" pursuant to section 78eee(b)(3) of SIPA.

                     About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Nine Law Firms, Accountants & Cos. Subpoenaed
----------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Irving Picard,
the bankruptcy trustee trying to locate Bernard L. Madoff
Investment Securities LLC's assets, sent subpoenas to nine law
firms, accountants, and other businesses, seeking information
about services or products they provided to the investment firm.

According to WSJ, Mr. Picard also requests contracts or
correspondence that the recipients had with Bernard L. Madoff
Investment and any material they generated by doing work for Mr.
Madoff's clients.

Blow Styling Salon, located within blocks of Mr. Madoff's Upper
East Side apartment, posted on its Web site that it received a
subpoena from Mr. Picard.

Herbert Guston, an attorney in Glen Rock, New Jersey, whose firm
received a subpoena, denied any connection the firm has to Bernard
L. Madoff Investment, WSJ relates.  Mr. Guston, according to the
report, said that none of his clients have identified themselves
as Madoff investors and that he has no documents indicating any of
his clients were Madoff investors.

WSJ reports that J.H. Cohn LLP an accounting firm in Roseland, New
Jersey, also received a subpoena from Mr. Picard.  J.H. Cohn said
that it would start reviewing its records to see whether it did
any work for Madoff investors, WSJ says, citing Patrick O'Keefe,
the firm's director of economic research.

Mr. Picard would have "to go to third parties to get a document
trail," WSJ states, citing Howard Kleinhendler, a lawyer suing
Mr. Picard on behalf of an investor who wants to get back
$10 million in investment from Bernard L. Madoff.

According to a February 17 report by Linda Sandler, David
Voreacos, and Edgar Ortega at Bloomberg News, Mr. Picard
subpoenaed the Chicago Board of Trade and other exchanges and
clearinghouses that include CME Clearing House, LaBranche & Co.,
Bats Trading Inc., and Clearing Corp.  Court documents say that
about 13 subpoenas were issued.  The demands for information also
went to the CME Clearing House, LaBranche & Co., Bats Trading Inc.
and Clearing Corp.

Bloomberg quoted Stephen Harbeck -- president of the Securities
Investors Protection Corp., which hired Mr. Picard -- as saying,
"I'm certain he's just trying to trace assets, but I really don't
know the specifics."

                     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.


BH S&B: Glimcher Reports Impact of Retailer's Liquidation
---------------------------------------------------------
Glimcher Realty Trust reported total revenues of $82.0 million in
the fourth quarter of 2008 compared to revenues of $84.6 million
for the fourth quarter of 2007.  Glimcher said Wednesday that
the $2.6 million decrease in revenue relates primarily to a
$1.5 million decline in outparcel sales, $746,000 decrease in base
rents and $231,000 decrease in straight-line rents.  It said the
decrease in base rents relates primarily to the write off of non-
cash inducements and lost rents related to the closing of some
Steve & Barry's stores.  These decreases were partially offset by
a $286,000 increase in lease termination income.

Glimcher also said net operating income for comparable wholly
owned mall properties -- Comp Malls -- decreased 2.0% in the
fourth quarter of 2008 over the fourth quarter of 2007 when
excluding the impact of the Steve & Barry's bankruptcy and
liquidation -- decrease of 2.6% when including the impact of Steve
& Barry's.  It said net operating income was up nearly 0.5% for
the fiscal year 2008 compared to the fiscal year 2007 when
excluding the impact of the Steve & Barry's bankruptcy and
liquidation and flat when including the impact of Steve & Barry's.

Glimcher reported that net income available to common shareholders
during the fourth quarter of 2008 was $1.7 million as compared to
a loss of $21.3 million in the fourth quarter of 2007.  For the
year ended December 31, 2008, it disclosed net loss to common
shareholders of $700,000, compared to net income of $20.9 million
for the year ended December 31, 2007.

Based in Columbus, Ohio, Glimcher Realty Trust is a real estate
investment trust that owns, manages, acquires and develops
regional and super-regional malls.  At December 31, 2008, the
Company's mall portfolio, including assets held through one of the
Company's strategic joint ventures, consisted of 23 properties
located in 14 states with gross leasable area totaling
approximately 20.9 million square feet.  The community center
portfolio is comprised of four properties representing
approximately 769,000 square feet.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BOB MARSHALL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bob Marshall Denison
        598 Overlook Mtn W
        Buda, TX 78610

Bankruptcy Case No.: 09-10380

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Arthur Ungerman, Esq.
                  8140 Walnut Hill Lane
                  Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  Email: arthur@arthurungerman.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Bob Marshall Denison.


BOULDER CROSSROADS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Boulder Crossroads, LLC
        PO Box 5938
        Austin, TX 78763

Bankruptcy Case No.: 09-10381

Type of Business: The Debtor operates a supermarket.

                  See: http://bouldercrossroads.net

Chapter 11 Petition Date: February 17, 2009

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Barbara M. Barron, Esq.
                  bbarron@bnpclaw.com
                  Barron & Newburger, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
3711 Nottingham                Note Holder       $300,000
Houston, TX 77005

Stanliegh, Lyle                Note Holder       $280,000
9535 Taomina St.
Lake Worth, FL 33467

Snell, Cynthia S.              Note Holder       $200,000
6207 Holy Springs
Houston, TX 77057

Perkins, Chuck                 Consulting        $200,000
                               Services Leasing

Zimmerman, Alvin               Note Holder       $100,000

Papas, Greg                    Note Holder       $100,000

Axelrad, Robert                Note Holder       $100,000

Ponce Tender Dental PC         Tenant Allowance  $88,776

Lionel Sawyer Collins          Attorney Fees     $87,896

Nadel Architects               Architectural     $73,000
                               Design Services

Papermaster, Gale              Note Holder       $50,000

Mccraven, Nan                  Note Holder       $50,000

EN Engineering formerly EKN    Services          $50,000
Engineering

EK Communications              Consulting        $18,000
                               Services

Arizona Construction           Services          $15,000

Mikki's Hawaiian Smoke Shop    Deposit           $9,800

Great American Insurance       Liability         $9,006
Company

Ponce Tender Dental PC/Ponce   Deposit           $8,340
Dental PC

Converse Consultants           Testing Services  $5,794

Las Vegas Valley Water         Utilities         $4,590
District

The petition was signed by Eric Rosenberg.


BROWNSVILLE HEALTH: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Brownsville Health Solutions, Inc.
        dba Brownsville Tri-County Hospital
        125 Simpson Road
        Brownsville, PA 15417

Bankruptcy Case No.: 09-20998

Chapter 11 Petition Date: February 18, 2009

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  rol@lampllaw.com
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Frank Ricco, chairman of the board.


BRUNO'S SUPERMARKETS: To Close 15% of Stores, Cut 30 Corp. Posts
----------------------------------------------------------------
Reuters reports that Bruno's Supermarkets LLC said on Wednesday
that it would shut down about 15% of its stores and lay off about
30 executives as part of its restructuring.

According to Bruno's Supermarkets' statement, four of the
company's stores and six Food World stores would be closed due to
continued under-performance and that it planned to keep Hilco
Merchant Resources to assist in the liquidation sales of inventory
at the closing stores.  Bruno's Supermarkets said in a statement,
"Stores that are targeted to close will continue to operate over
the next 30 to 60 days as going-out-of-business sales are
conducted."

The reduction in corporate positions would be "through attrition
and position elimination" across areas including finance, human
resources, information technology, and store operations, Reuters
relates, citing Bruno's Supermarkets.

                 About Bruno's Supermarkets, LLC

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

Bruno's filed voluntary Chapter 11 petitions on Feb. 5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the company throughout the
restructuring process.  Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C. is its conflicts counsel.


CAPITALSOURCE INC: Fitch Downgrades Issuer Default Rating to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded CapitalSource Inc.'s long-term Issuer
Default Rating to 'BB+' from 'BBB-' and has placed all ratings on
Rating Watch Negative.  This action affects approximately $2.7
billion of debt.

The ratings downgrade reflects Fitch's concern that weakening
financial performance will persist in 2009, reflecting mainly
deteriorating asset quality, and this will further challenge CSE's
ability to comply with financial covenants under its bank line of
credit.  CSE recently announced that it had obtained a one-time
waiver to prevent an event of default under the company's $1.07
billion revolving credit facility.  The waiver addressed CSE's
compliance with an interest coverage requirement (EBITDA to
interest expense) and does not apply to subsequent reporting
periods.  While the waiver provides interim relief on this
covenant, Fitch is concerned that CSE could breach other financial
covenants in 2009 if not amended, given the rapidly deteriorating
operating environment.

Resolution of the Rating Watch will be contingent upon the
company's ability to amend the interest coverage covenant and
other financial covenants as well as any structural or pricing
changes in the facility to be more reflective of the current
operating environment.

As part of the resolution of the Negative Watch status, Fitch will
evaluate collateral coverage of the secured facilities.  Based on
preliminary analysis, Fitch believes that collateral coverage of
current non-bank-related debt provides coverage to support a notch
above the long-term IDR of CSE for the senior secured debt.
Notching of the subordinated unsecured debt reflects junior
position relative to senior secured debt and adequacy of assets
available to support repayment.

Fitch will also evaluate CapitalSource Bank and its credit profile
relative to CSE in the context of a holding company and bank
subsidiary relationship.  CSE has applied to the Federal Reserve
to become a bank holding company.  Fitch's rating is not
contingent on the outcome of its bank holding company application.
Fitch does recognize that the financial strength of CapitalSource
Bank as marginally better than the parent company, due to solid
regulatory capital levels and ability to fund itself with
federally insured deposits.

Fitch has downgraded these CapitalSource Inc. ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior subordinated to 'BB-' from 'BB+'.

Fitch has also issued this rating:

  -- Senior Secured 'BBB-'.

All of the above ratings were placed on Rating Watch Negative.
Fitch has downgraded and withdrawn this rating:

  -- Senior unsecured to 'BB+' from 'BBB-'.

The withdrawal of the senior unsecured rating reflects the recent
amendment of the previously unsecured $1.07 billion bank facility
to provide a first-priority lien on all unencumbered assets of the
company, including a pledge of the equity interest in
CapitalSource Bank, and thus there is a minimal amount of senior
unsecured debt outstanding.


CARDINAL COMMUNICATIONS: 341(a) Meeting Set for February 25, 2009
-----------------------------------------------------------------
A proposed plan and disclosure statement were filed on Jan. 19,
2009, in the Chapter 11 case of Cardinal Communications, Inc.,
formerly known as Usurf America, Inc.  A hearing on the disclosure
statement, if necessary, will be held today, at 2:00 p.m.

The first meeting of creditors will be held on Feb. 25, 2009, at
624 S. Polk, Suite 100, Amarillo, Texas (Amarillo Division) at
10:00 a.m.

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

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

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc. provides voice, video, and data broadband networks for
residential and business applications in the United States.  It
operates through two segments, Communications Services and Real
Estate.  The company was incorporated in 1996 under the name Media
Entertainment, Inc. and changed it name to USURF America, Inc. in
1999.  Subsequently, it changed its name to Cardinal
Communications, Inc. in 2005.

On December 31, 2008, Cardinal Communications Inc filed a
voluntary petition for reorganization under Chapter 11 (Bankr.
N.D. Tex. Case No. 08-20693).  Roger S. Cox, Esq., at Sanders
Baker PC, in Amarillo, Texas, represents the Debtor as counsel.
When the Debtor filed for protection from its creditors, it listed
assets of between $100,000 and $1,000,000, and debtors of between
$1,000,000 and $100,000,000.  The Debtor did not file a list of it
20 largest unsecured creditors.


CHRYSLER LLC: Cost-Cutting Plan Won't Affect S&P's 'CC' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Chrysler
LLC (CC/Negative/--) are not affected by details of the company's
viability plan submitted yesterday to the U.S. Treasury, which
included a request for $5 billion in additional U.S. government
funding.  S&P lowered S&P's corporate credit rating on Chrysler to
'CC' in December 2008, reflecting S&P's expectation that Chrysler
would approach its lenders for a reduction in debt at a
substantial discount to par.  In its viability plan, Chrysler
described a range of strategic and cost-cutting moves, said it
will seek to convert its second-lien debt to equity, and
outlined four alternatives for potentially reducing its first-lien
debt.  S&P view all of these alternatives as distressed exchanges
under S&P's criteria and, therefore, akin to a default.

The request for additional U.S. government funding -- on top of
the $4 billion already extended to Chrysler -- underscores the
depressed state of U.S. auto demand, which has weakened further in
the two months since Chrysler and General Motors Corp. received
their first installments of loans.  S&P now expects U.S. light-
vehicle sales to be 10.3 million units in 2009, down 22% from 2008
and 36% from 2007.

As expected, Chrysler's plan includes additional capacity and job
reductions, including a target to reduce fixed costs by an
additional $700 million in 2009.  Chrysler also said it has
preliminary agreements with the United Auto Workers union that
would reduce labor costs and convert 50% of future Voluntary
Employees' Beneficiary Association-related cash payments to
equity.  However, final agreements are still required from the
union, and the VEBA cash payment reduction is contingent on a
significant restructuring of secured debt, which has yet to be
approved by secured lenders.

S&P continues to believe that government support is not open-
ended.

Accordingly, in S&P's opinion, even if Chrysler's viability plan
is approved by a government oversight panel on or around
March 31, 2009, and additional funding is provided, bankruptcy
risk will remain high for the remainder of 2009, and even in 2010,
because of highly uncertain consumer demand and other serious
risks, including persistently weak credit markets and potential
supplier failures.


CIRCUIT CITY: May Liquidate Assets After Amended DIP Loan Approval
------------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved an amendment to Circuit City
Stores Inc.'s $900 million debtor-in-possession facility with Bank
of America NA.

The Court authorized the Debtors on January 16, 2009, to conduct
going out of business sales at their remaining 567 stores pursuant
to an agency agreement.  As a result, the conditions necessary for
the Debtors to borrow under the DIP Credit Agreement cannot be
met.  For the Debtors to have access to the DIP Facility, the DIP
Lenders are requiring the Debtors to enter into a third amendment
of the Debtors' $1.1BB DIP Financing.

In his ruling, Judge Huennekens held that the Debtors' DIP
Agreements, as modified by the Third Amendment and the order, are
approved on a final basis.  The Court authorized, empowered and
directed the Debtors to execute and deliver the Third Amendment,
and on a final basis, to incur and to perform DIP obligations.

A copy of the DIP Final Order with the Third Amendment can be
obtained without charges at:

  http://bankrupt.com/misc/CC_FinalOrder_3rdDIPAmendment.pdf

The Third Amendment to the Debtors' Debtor-In-Possession Credit
Agreement provides for an amended maturity date and termination
date, and the implementation of a wind down budget consistent with
the Debtors' ongoing liquidation.  A copy of the Third Amendment
is available without additional charges at:

   http://bankrupt.com/misc/CC_3rdAmendment_DIPAgreement.pdf

Under the Third Amendment, the DIP Facility's:

  -- Maturity Date will be the earlier of:

     * termination or completion of GOB Sale; or
     * April 30, 2009;

  -- Termination Date will be the earlier of:

     * the Maturity Date;

     * the date on which the maturity of the DIP loans are
       accelerated and commitments are terminated; or

     * the DIP's consummation date; and

  -- wind down budget will be the six week cash flow projections
     for the loan parties, other than the Canadian loan parties,
     which currently ends on February 28, 2009.  Any further
     borrowing under the DIP Facility is contingent upon
     subsequent cash flow projections being approved by 60% of
     the Lenders or Court order.

The Third Amendment also provides that the Lenders' commitment is
the aggregate outstanding amount of credit extensions not to
exceed the lower of:

  (a) * prior to February 16, 2009, $900,000,000, of which
        $850,000,000 will be domestic commitments;

      * from February 16, 2009 through February 27, 2009,
        $265,000,000, of which $225,000,000 will be domestic
        commitments; and

      * thereafter, $140,000,000, of which $100,000,000 will
        be domestic commitments; and

  (b) the lesser amount to which total commitments have then
      been decreased by the DIP Borrowers pursuant to
      Section 2.17 of the DIP Credit Agreement.

In the absence of the proposed amendment, the Debtors' liquidation
would be a default under the DIP Credit Agreement, Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
Wilmington, Delaware, told the Court.

Consistent with the Debtors' reduced operations as they continue
the inventory liquidation, the Third Amendment provides for a wind
down budget of the Debtors' operations and termination of the DIP
Facility on the earlier to occur of the completion of the
liquidation sales or April 30, 2009, Mr. Galardi said.  He added
that the Debtors and the DIP Lenders have negotiated the terms of
the terms of the Third Amendment.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Seeks July 8 Extension of Plan Filing Period
----------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, a Chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its Chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.  Moreover, Section
1121(d) provides that a court may, for cause, extend or reduce a
debtor's exclusive plan period up to 18 months, and the exclusive
solicitation period up to 20 months, after the Petition Date.

Circuit City Stores, Inc., and its debtor-subsidiaries ask the
United States Bankruptcy Court for the Eastern District of
Virginia to extend:

(i) their exclusive Plan Filing Period, through and including
     July 8, 2009; and

(ii) their exclusive Solicitation Period, through and including
     September 6, 2009.

At this point in their bankruptcy cases, the Debtors are
continuing to seek to maximize returns from the Court-approved
liquidation of substantially all of their assets for their
bankruptcy estates and creditors, and to reconcile and evaluate
the various claims of creditors, relates Gregg M. Galardi, Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware.

Given the Debtors' substantial efforts since the Petition Date and
the short time that has elapsed since the Court's approval of the
liquidation and agency agreement, the Debtors believe that they
should be granted additional time to undertake the asset
liquidation and claims reconciliation efforts, and to develop an
appropriate plan of liquidation without the distraction of
competing plans filed by other parties-in-interest.

The Debtors, along with their advisors, are currently analyzing
their alternatives in connection with any plan of liquidation,
including evaluating their claims and assets, Mr. Galardi says.
He contends that the extension sought will provide the Debtors and
their advisors the opportunity to analyze the Debtors' post-
liquidation financial circumstances, and develop a liquidating
plan that maximizes returns to parties-in-interest.

Mr. Galardi argues that the 120-day sought extension of the
Exclusive Periods is warranted because, among other things:

  (a) The Debtors' Chapter 11 cases are large and complex, and
      certain substantial issues remain unresolved, including
      the validity, amount, and priority of claims and the
      measure of the Debtors' assets;

  (b) The Debtors have made significant, good-faith progress in
      resolving many of the issues facing their estates,
      including the ultimate disposition of their assets through
      a liquidation of substantially all of their assets and the
      reconciliation of claims; and

  (c) An extension of the Exclusive Periods will give the
      Debtors a reasonable opportunity to develop, negotiate,
      and ultimately confirm a consensual plan, without
      prejudicing any party-in-interest.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Seeks June 8 Extension of Deadline to Remove Actions
------------------------------------------------------------------
Section 1452 of the Judiciary and Judicial Procedures Code
provides that a party may remove any claim or cause of action in a
civil action to the district court where that civil action is
pending, if that district court has jurisdiction of that claim or
cause of action.

Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure
provides that if the claim or cause of action in a civil action is
pending when a case under the Bankruptcy Code is commenced, a
notice of removal may be filed only within the longest of:

(a) 90 days after the order for relief in the case under the
     Bankruptcy Code,

(b) 30 days after entry of an order terminating a stay, if the
     claim or cause of action in a civil action has been stayed
     under Section 362 of the Bankruptcy Code, or

(c) 30 days after a trustee qualifies in a Chapter 11
     reorganization case but not later than 180 days after the
     order for relief.

At the behest of Circuit City Stores, Inc., and its debtor-
subsidiaries, the U.S. Bankruptcy Court for the Eastern District
of Virginia extended the period during which they may remove
actions pending on the Petition Date through the later of:

  (a) June 8, 2009; or

  (b) 30 days after entry of an order terminating the automatic
      stay with respect to any particular action sought to be
      removed.

The Debtors are parties to numerous judicial and administrative
proceedings currently pending in various courts and administrative
agencies.  The Actions involve a variety of claims, some of which
are complex.  Specifically, the Actions include, among others,
discrimination, workers' compensation, and product liability
claims.  Because of the number of Actions involved and the variety
of claims, the Debtors require additional time to determine which,
if any, of the Actions should be removed and, if appropriate,
transferred, said Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in Wilmington, Delaware.

Since the Petition Date, the Debtors have been focused on, among
other matters, maximizing value for their creditors through
a marketing and sale process that concluded only recently, Mr.
Galardi said.  He noted that the liquidation presented the Debtors
with various new issues, many of which required immediate
attention.

Hence, the Debtors believe the requested extension is in the best
interests of their bankruptcy estates and creditors because it
will afford the Debtors a sufficient opportunity to make fully
informed decisions concerning whether the Actions may and should
be removed, thereby protecting the Debtors' valuable right to
adjudicate lawsuits.

The Debtors' adversaries will not be prejudiced by an extension
because the adversaries may not prosecute the Actions absent
relief from the automatic stay, Mr. Galardi contends.  He further
adds that nothing in the request will prejudice any party from
pursuing remand pursuant to Section 1452(b) of the Judiciary and
Judicial Procedures Code.

                       P. Allen Objects

Philip S. Allen held a judgment issued by the Superior Court of
California for $2,512 granted on November 6, 2008, against Circuit
City Stores, Inc.  Mr. Allen said he objects to the extension of
the Debtors' removal period but did not elaborate on his reasons
for objecting.

In his ruling, Judge Kevin R. Huennekens noted that the Extension
Order will not apply to any litigation filed by Mr. Allen against
the Debtors prior to the Petition Date.

Prior to this, the Court issued a bridge order extending the
Removal Period until a final ruling on the request has been
issued.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Seeks to Pay Up to $4,600,000 in Employee Incentives
------------------------------------------------------------------
In January 2009, Circuit City Stores, Inc., and its affiliates
commenced liquidation of their assets by selling their inventory
through going out of business sales at their remaining stores.
Against this backdrop, the Debtors formulated and have begun
implementing a thorough wind down plan.  The Wind Down Plan
contemplates, among other things, liquidating the Debtors
remaining assets, winding up their remaining businesses,
minimizing administrative expenses, investigating causes of action
for the benefit of their bankruptcy estates, and reconciling
claims.

Because the Debtors will no longer operate as a going concern,
however, they have experienced a noticeable increase in employee
turnover, which threatens their ability to implement the Wind Down
Plan and maximize value for their estates and stakeholders, Gregg
M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
Eastern District of Virginia.

To successfully complete the wind down of their remaining
operations effectively and efficiently, the Debtors have worked
with their restructuring professionals to develop an appropriate
but limited wind down incentive and retention plan, Mr. Galardi
says.  He explains that the Incentive Plan would help ensure that
employees, who are essential to the wind down process, are
retained and appropriately motivated to maximize value.

Accordingly, the Debtors ask the Court to:

  (a) approve the Incentive Plan;

  (b) authorize them to implement the Incentive Plan for the
      Plan Participants; and

  (c) allow all payments as administrative expenses of the
      bankruptcy estates.

The Debtors believe that 154 employees, including certain members
of their management should receive additional compensation in
connection with their much needed and continued exceptional
efforts.

                       Incentive Plan

The efforts of the Plan Participants have been and will continue
to be instrumental to the Debtors' efforts to effectively wind
down their estates, Mr. Galardi avers.  In light of this, he
discloses that on February 3, 2009, the Debtors' Compensation
Committee approved the Debtors plan to seek the Court's approval
of the Incentive Plan.  The Compensation Committee is delegated
with the responsibility of approving compensation plans by the
Debtors' Board of Directors.

The Incentive Plan consists of two types of compensation,
retention payments and incentive bonus payments.  The maximum
aggregate amount of the payments to be made under the Plan could
be $4,630,000, but that maximum amount would be paid only if all
participants in the incentive portion of the Plan earn 100% of
their incentive bonuses, which in turn would realize the Debtors'
estates approximately $250,000,000 of additional value.

Plan Participants and payments are divided into two tiers.  Tier I
consists of management level employees that may be considered
"insiders", as defined in Section 101(31) of the Bankruptcy Code,
and who would be entitled to earn incentive bonuses based upon
their performance with respect to various identified tasks.  Tier
I contemplates payments of not more than $2,300,000, and depending
on achievement, the Plan Participant may receive 0, 50%, 75% or
100% of the incentive bonus.

Tier II consists of non-insider key employees that would earn
retention payments based upon their continued service to the
Debtors for a specified period of time, and contemplates payments
of not more than $1,620,000 in retention bonuses.  The Debtors
propose payments to Tier II Plan Participants based in part on the
length of service the Debtors are requiring, and in part on the
services the Tier II Participants perform.

In addition, the Incentive Plan includes a $750,000 discretionary
bonus pool.  No Tier I Plan Participant will be eligible receive
any payment from the discretionary Bonus Pool.  Tier II Plan
Participants and other employees, who are neither Tier I nor Tier
II Plan Participants will, however, be eligible to receive
payments from the Bonus Pool, which is designed to ensure the
retention of critical employees through the conclusion of the wind
down process.

The Debtors believe that valid business reasons exist for the
implementation of the Incentive Plan and that it should be
approved.  The Debtors do not believe that the Incentive Plan
implicates Section 503(c) of the Bankruptcy Code; however, to the
extent that Section 503(c) is applicable, they believe that the
payments are justified by the facts and circumstances of their
fast-moving and complex bankruptcy cases.

                        Request to Seal

In a separate request, the Debtors seek the Court's permission to
file under seal the names, personal identifiable and confidential
information, and the amounts sought to be paid to certain Plan
Participants under the Incentive Plan.  Mr. Galardi contends that
good cause exists for sealing the information because of their
confidential, personal, and sensitive nature.  He assures the
Court that the Confidential Material will be provided to chambers
for in camera review by the Court, the United States Trustee,
counsel to the Debtors' postpetition lenders, and counsel to the
Official Committee of Unsecured Creditors.

The Debtors further ask the Court for an order shortening the
notice period of the request to approve their Incentive Plan by
one day so that it can be heard, considered and ruled upon by the
Court at the omnibus hearing on February 25, 2009.

                        About Circuit City

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

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

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

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

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


CITIGROUP INC: Roberto Hernandez Ramirez to Leave Board
-------------------------------------------------------
David Enrich at The Wall Street Journal reports that Citigroup
Inc. said that Roberto Hernandez Ramirez, chairperson of the
firm's Mexican banking operation Banamex, will leave the Company's
board of directors.

According to WSJ, Mr. Ramirez sent on Tuesday letters to Citigroup
CEO Vikram Pandit and Richard Parsons, the Citigroup director
slated to become chairperson on February 23, that he had been
considering leaving the board for "a couple of years."

WSJ relates that Mr. Ramirez joined the board in 2001 after
Citigroup acquired Banamex for $12.5 billion.  WSJ says that Mr.
Ramirez is the third Citigroup director to disclose plans to leave
the firm before its annual meeting in April 2009.  WSJ states that
former Treasury Secretary Robert Rubin and Chairperson Sir Win
Bischoff already disclosed said in January that they would leave
the firm, while others are expected to hand in their resignations.

Citing people familiar with the matter, WSJ reports that Mr.
Ramirez has expressed frustration with Mr. Pandit's leadership
since last year.  The sources said that Mr. Hernandez told
associates that Banamex would be better off if it weren't part of
Citigroup, according to WSJ.

WSJ relates that Mr. Ramirez said in his letters that he is
confident that "Citi will face the difficult challenges ahead, as
demonstrated by the important actions that have already been taken
to face this global crisis" and that he "will gladly maintain my
responsibilities" as Banamex's chairperson.

                         About Citigroup

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

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


CLARK-O'NEAL FUNERAL: Case Summary & 5 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Clark-O'Neal Funeral Home, Inc.
        2702 Lincolnway West
        South Bend, IN 46601

Bankruptcy Case No.: 09-30450

Type of Business: The Debtor operates a funeral home.

Chapter 11 Petition Date: February 18, 2009

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Benedict F. Marnocha, Esq.
                  bfmarnocha@hotmail.com
                  Jefferson Center
                  105 East Jefferson Blvd., Suite 800
                  South Bend, IN 46601
                  Tel: (574) 255-1147
                  Fax: (574) 254-1296

Estimated Assets: unstated

Estimated Debts: unstated

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ge Capital Corp                Services Provided $12,939
c/o AR Systems
P.O. Box 80766
Valley Forge, PA 19484

Matthews International         Services Provided $7,385
Corporation
2 Northshore Center, Suite 100
Pittsburgh, PA 15212

Williams Casket                Services Provided $6,500
Company
4401 West Ridge Road
Gary, IN 46408

Ge Capital                     Services Provided $3,118

City of South Bend             Services Provided $1,000

The petition was signed by Julius O'Neal, III, president and
owner.


CLOVER PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Clover Properties LLC
        81 Carman Avenue
        Cedarhurst, NY 11516

Bankruptcy Case No.: 09-70896

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Fred S. Kantrow, Esq.
                  The Law Offices of Avrum J. Rosen, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: fkantrow@avrumrosenlaw.com

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by Esther Hershko, managing member of the
company.


CONNACHER OIL: Moody's Cuts Rating to 'B3' on Low Oil Prices
------------------------------------------------------------
Moody's Investors Service downgraded Connacher Oil & Gas Limited's
Corporate Family Rating to B3 from B2, Probability of Default
Rating to B3 from B2, and US$600 million of second lien senior
secured notes to B3 (LGD 4; 51%) from B2 (LGD 4; 53%).  The note
ratings are assigned under Moody's Loss Given Default rating
methodology.  Moody's does not rate Connacher's C$100,050,000 of
senior subordinated unsecured notes. The rating outlook remains
negative.

The speculative grade liquidity rating is moved down to SGL-4 from
SGL-3.  While Connacher currently holds a comparatively large cash
balance, capital spending and other cash needs appear likely to
consume it over the first three quarters of 2009, unless oil
prices rise sufficiently to move margins and cash flow firmly into
positive territory.

The downgrades principally reflect that (i) current down-cycle oil
prices and resulting weak cash flow would not support project
economics and proportionately high debt levels and (ii) that
Connacher has yet to arrange funding to adequately supplement its
liquidity in the meantime.  Given that world oil demand is still
falling and that oil overproduction will continue to overshoot
demand of oil until OPEC cuts begin to reduce inventories, it is
premature to build an oil market recovery into Connacher's
ratings.

The B3 CFR rating is supported by Connacher's approximately
C$224 million of year-end 2008 balance sheet cash; proportionally
large proven and probable reserve base relative to leverage; good
progress in 2008 and first quarter 2009 in ramping up, and then
re-ramping up, Phase 1 (Pod One) steam-assisted gravity drainage
bitumen production; the achievement to-date of a strong steam-oil
ratio; and important improvements in key market determinants of
cash flow during first quarter 2009.  The ratings are also
supported by substantial asset coverage.

After beginning this year with approximately C$224 million in
cash, Connacher forecasts approximately C$185 million to
C$200 million in 2009 cash outflow including a decline in
payables, operating expenses, pending Pod Two construction
expenses, $88 million in gross cash interest expense, and
C$92 million in capital spending.

Connacher's Great Divide Pod One production came on strong during
2008 and was producing near design capacity of 10,000 barrels per
day.  It reached commercial operations close to its target date
and within 20% of its original budget.  However, in December 2008,
due to sharply lower oil prices, particularly deep price discounts
on heavy oil, and high diluent costs, Connacher cut Pod One steam
injection by up to 50% and suspended the Great Divide Pod Two
(Algar) development.  These factors have since adjusted
sufficiently for Connacher to recommence full steam injection,
with production expected to return to prior levels during the next
few quarters.  In addition, energy costs are now much lower and
the steep contango forward curve in the oil market enabled
Connacher to favorably hedge 25% of its production.

Connacher's third party engineer estimated that proven reserves
grew by over 190% during 2008 to 175.5 million barrels of bitumen.
It also estimated 370 million net barrels of proven and probable
bitumen reserves and 443 million net barrels of proven, probable,
and possible reserves.

Pro-forma for the note offering, Connacher would carry
approximately C$940 million in straight debt and
C$100.050 million in subordinated convertible debt.  It generated
approximately C$69 million in 2007 EBITDA and an estimated
C$90 million in 2008 EBITDA.  During the second half of 2008,
bitumen production was rising strongly but bitumen pricing was
falling, conventional oil and natural gas prices on its
conventional production were falling, and refining margins were
weakening.

Connacher's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 Connacher's core industry;
Connacher's ratings are believed to be comparable to those of
other issuers with similar credit risk.

The last rating action was December 19, 2008, when Moody's
downgraded Connacher's Corporate Family Rating and Probability of
Default Rating from B1 to B2 and its senior second lien note
rating to B2 (LGD 4, 53%) from B1 (LGD 4, 55%).  Moody's affirmed
Connacher's SGL-3 Speculative Grade Liquidity rating.  The rating
outlook was negative.

Connacher Oil and Gas Limited is headquartered in Calgary,
Alberta, Canada.


COUNTRYWIDE FINANCIAL: To be Rebranded Bank of America Home Loans
-----------------------------------------------------------------
Bank of America Corp. will rebrand its mortgage unit, Countrywide
Financial Corporation, as Bank of America Home Loans starting
April 27, Dan Fitzpatrick at The Wall Street Journal reports,
citing Barbara Desoer, the executive in charge of the business.

According to WSJ, Bank of America hopes to put some distance
between itself and the tarnished reputation of Countrywide
Financial.  Ms. Desoer said that Bank of America hopes that the
new brand will simplify its relationship with clients while also
emphasizing that Bank of America is a "responsible lender" and
"accountable" for sustained homeownership, WSJ states.

Citing Ms. Desoer, WSJ relates that Bank of America will hire
about 1,000 people in its mortgage unit and move about 500 workers
to mortgage processing from home-equity processing, to take
advantage of demand for new mortgage applications.  The report
says that lower interest rates have spurred refinancings and
purchases.

Ms. Desoer, according to WSJ, said that 7,500 job cuts relating to
the integration of the Bank of America and Countrywide Financial
are ongoing.

Bank of America has taken write-downs on Countrywide Financial's
assets, WSJ reports, citing Ms. Desoer.  Friedman, Billings,
Ramsey Group Inc. analyst Paul Miller said on Wednesday that Bank
of America still may have to absorb $30 billion in additional
losses related to Countrywide Financial, WSJ says.

Bank of America, WSJ relates, is struggling due to its exposure to
consumer problems and a merger with Merrill Lynch & Co., which
lost about $15.3 billion in the fourth quarter of 2008.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DOLLAR THRIFTY: Posts $72.2 Mln. Net Loss in Fourth Quarter 2008
----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc. reported results for the
fourth quarter and year ended December 31, 2008.  The net loss for
the 2008 fourth quarter was $72.2 million compared to a net loss
of $30.6 million for the comparable 2007 quarter.

"In our third quarter press release dated November 5, 2008 we
disclosed that the Company expected a significant loss during the
fourth quarter.  As expected, the new management team found the
operating environment extremely difficult as the overall
deterioration in the economy resulted in a significant decline in
consumer demand, while industry-wide de-fleeting issues negatively
impacted revenue per day.  The combination resulted in a nine
percent revenue decline on a year over year basis. On the cost
side, the lack of liquidity in the retail credit market depressed
demand levels at used vehicle auctions, resulting in further
deterioration of vehicle residual values, driving our fleet
depreciation costs above expectations and historical levels," said
Scott L. Thompson, President and Chief Executive Officer.

For the quarter ended December 31, 2008, the Company's total
revenue was $355.1 million, as compared to $389.2 million for the
comparable 2007 period.  Rental revenue for the quarter was $336.7
million, a decrease of 9.8%, as compared to the same period in
2007.  The decline was driven by a 6.8% decrease in revenue per
day and a 3.2% deterioration in rental days.

Per vehicle depreciation costs increased roughly 16.0% in the
fourth quarter of 2008 compared to the fourth quarter of 2007 due
to the decline in residual values resulting from the deterioration
of the used vehicle market.  The fourth quarter average fleet was
down approximately 3% compared with last year's fourth quarter.
Vehicle utilization, a measure of fleet efficiency, was 80.3
percent, consistent with last year's fourth quarter.

                         Full Year Results

For the year ended December 31, 2008, the Company said net loss
was $340.4 million.  For the year ended December 31, 2007, net
income was $1.2 million.  Total revenue for the period was
$1.7 billion, a decrease of 3.6 percent over the comparable period
in 2007.

                  Liquidity and Capital Resources

As of December 31, 2008, the Company had $230 million of
unrestricted cash and was in full compliance with all of the
financial covenants under its various financing arrangements with
lenders.

The Company is continuing to work with its senior secured credit
facility lenders to modify certain terms of that facility, and
based on current facts and circumstances, expects to complete that
amendment prior to the February 28, 2009 expiration date of the
current amendment.  Based on the Company's unrestricted cash
available at December 31, 2008 and its current operating forecast,
the Company believes it has sufficient liquidity to reduce its
term debt if needed to ensure continued compliance with the
leverage ratio test under the senior secured credit facility.  As
part of the Company's de-leveraging of its balance sheet, the
Company repaid in full both the Conduit and Liquidity vehicle
financing facilities in February 2009, reducing its vehicle-
related debt and restricted cash by $490 million.  The Company's
next scheduled debt maturity under its medium term note program
will occur in the first quarter of 2010 when $400 million of those
facilities begin amortizing over a six-month period.

                              Outlook

The Company expects 2009 will continue to be a difficult operating
environment as uncertainty surrounding the timing of the U.S.
economic recovery will continue to weigh on consumer confidence.
At the same time, challenges with credit markets and used vehicle
residuals are expected to continue to impact fleet capacity and
possibly fleet costs.

Vehicle rental revenues are estimated to be down 6 to 12 percent
for the full year of 2009 compared to 2008.

"The rental car industry is facing a multiple of external factors
that have combined to put pressure on major aspects of our
business.  As we move forward in 2009, our primary objective is
preservation of liquidity and enhancement of operating cash flow
to ensure that we maintain maximum flexibility to address the
uncertainties ahead," according to Mr. Thompson.

Mr. Thompson said the new management team took a number of
critical steps during its first 100 days to position the Company
to meet this objective, including:

   * instituting new revenue management initiatives to enhance
     revenue;

   * completing significant personnel reductions to lower future
     operating costs;

   * reducing overall fleet size to right-size the business to
     expected demand levels;

   * extending fleet holding periods to lower finance costs and
     mitigate declines in residual values;

   * entering into a multi-year secondary supply agreement with
     Ford Motor Company to provide an alternative source of
     vehicles to meet customer needs;

   * closing certain marginal and non-profitable locations;

   * obtaining approval from financing sources to operate a fleet
     of 100% risk vehicles, thus reducing credit exposure to
     automobile manufacturers for residual value guarantees.

"Reacting and adapting quickly to volatile changes in the
marketplace will be key to our 2009 success.  By streamlining our
organization and management structure, we believe we are
positioned to react effectively as conditions change," said Mr.
Thompson.

The Company noted that its January 2009 revenues were consistent
on a year-over-year basis due to an increase in rate per day that
offset a single digit decline in rental days.

             About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains
SGL-4.  The downgrade, Moody's said, reflects the severe downturn
in the on-airport car rental sector, and the very challenged
financial and operating position of Dollar's principal vehicle
supplier, Chrysler Automotive LLC.  Dollar sources over 80% of its
vehicles from Chrysler.


ECLIPSE AVIATION: Albany Int'l Incurs $10.6MM on Bankruptcy
-----------------------------------------------------------
Albany International reports that, excluding the effects of
goodwill impairment, the Company's earnings before interest,
taxes, depreciation, and amortization were ($2.2) million in the
fourth quarter of 2008, and included expenses related to
restructuring and performance-improvement initiatives totaling
$35.0 million and a gain of $2.2 million related to the sale of a
building.  The Q4 2008 EBITDA also includes a charge of
$10.6 million related to the Eclipse Aviation bankruptcy.  The Q4
2007 EBITDA was $29.1 million and included expenses related to
restructuring and performance-improvement initiatives totaling
$10.1 million.

Albany International's Albany Engineered Composites segment
includes sales of specialty materials and composite structures for
aircraft and other applications.  Net sales increased 10.4%
compared to the fourth quarter of 2007.  AEC reported an operating
loss of $14.6 million during the quarter, compared to a loss of
$2.7 million in the fourth quarter of 2007.  The Q4 2008 operating
loss was primarily due to the $10.6 million charge -- $7.4 million
for accounts receivable and $3.2 million for inventory and
equipment -- caused by the Eclipse Aviation bankruptcy filing and
the associated loss of revenue.

Excluding the effects of the goodwill impairment, the Company said
net loss per share was $0.53, after reductions of $0.98 from net
restructuring charges, related idle-capacity costs, and costs
related to continuing performance-improvement initiatives. The Q4
2008 loss also includes a charge of $0.22 per share related to the
previously announced bankruptcy filing by Eclipse Aviation and a
gain of $0.04 per share relating to the sale of a building.
Income tax adjustments increased earnings by $0.14 per share.

Albany International -- http://www.albint.com/-- is a global
advanced textiles and materials processing company. Its core
business is the world's leading producer of custom-designed
fabrics and belts essential to the production of paper and
paperboard. Albany's family of emerging businesses extends its
advanced textiles and materials capabilities into a variety of
other industries, most notably aerospace composites, nonwovens,
building products, and high-performance industrial doors.

                     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.


EL EMBARCADERO: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: El Embarcadero Inc.
        420 Ponce de Leon Avenue, Suite 101
        San Juan, PR 00918-3416

Bankruptcy Case No.: 09-01113

Chapter 11 Petition Date: February 18, 2009

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles A. Curpill PSC Law Office
                  256 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $13,579,600

Total Debts: $8,381,209

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Nanas Food Services Corp                         $75,600
PO Box 474
Trujillo Alto, PR 00976

Palmas Del Mar Homeowners                        $32,175
PO Box 9027
Humacao, PR 00792-9027

Ernesto Rodriguez Suris, Esq.  legal services    $4,779
Edif. Tres Rios, Office 300
27 Avenue, Gonzalez Guiste
Guayando, PR 00969

Korma Advertising Inc.                           $22

The petition was signed by Juan R. Zalduondo Viera, president.


ENRIQUE FERNANDEZ: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Enrique Fernandez
        6365 Collins Ave # 4404
        Miami Beach, FL

Bankruptcy Case No.: 09-12584

Chapter 11 Petition Date: February 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida

Judge: Robert A. Mark

Debtor's Counsel: Zach B. Shelomith, Esq.
                  Leiderman Shelomith, P.A.
                  2699 Stirling Rd # C401
                  Ft. Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371
                  Email: zshelomith@lslawfirm.net

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/flsb09-12584.pdf


EXPRESS ENERGY: Debt Service Burden Cues S&P's Junk Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Express Energy Services Operating LP to 'CCC+' from
'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'CCC+' from 'B' (the same as the
corporate credit rating), and revised the recovery rating to '3',
indicating meaningful (50% to 70%) recovery in the event of a
payment default, from a '2'.

The downgrade primarily reflects the company's significant debt
service burden and rapidly deteriorating industry conditions.
Required debt service is slightly above $50 million in 2009,
including $24 million in principal payments and the remainder in
interest expense.  S&P expects Express's cash flow metrics could
fall precipitously due to the sharp decline in North American
drilling activity.

Furthermore, the decline in demand for oilfield services will
affect the company's covenants, particularly its maximum total
debt to EBITDA covenant and minimum interest coverage covenant.
S&P expects Express to be in compliance with both covenants for
the period ended Dec. 31, 2008.  However, the covenant cushion at
March 31, 2009, could be extremely limited.


FANNIE MAE: Treasury to Hike Funding to Support Mortgage Market
---------------------------------------------------------------
The U.S. Treasury Department said it is increasing its funding
commitment to Fannie Mae and Freddie Mac to ensure the strength
and security of the mortgage market, to help maintain mortgage
affordability, and to help keep interest rates low.

Fannie Mae and Freddie Mac are critical to the functioning of the
housing finance system in this country and play a key role in
making mortgage rates affordable and maintaining the stability and
liquidity of our mortgage market.  In 2008, almost three-quarters
of new home loans were financed or guaranteed by Fannie Mae and
Freddie Mac.

Using funds already authorized by Congress for this purpose,
Treasury is amending the Preferred Stock Purchase Agreements,
contractual agreements between the Treasury and the conserved
entities designed to ensure that each company maintains a positive
net worth, to $200 billion each from their original level of $100
billion each.  The increased funding will provide forward-looking
confidence in the mortgage market and enable Fannie Mae and
Freddie Mac to carry out ambitious efforts to ensure mortgage
affordability for responsible homeowners.

In addition, the Treasury Department will continue to purchase
Fannie Mae and Freddie Mac mortgage-backed securities to promote
stability and liquidity in the marketplace.  Treasury will also
increase the size of the GSEs' retained mortgage portfolios
allowed under the agreements -- by $50 billion to $900 billion --
along with corresponding increases in the allowable debt
outstanding.

The increase is not intended to indicate any estimate of possible
losses with respect to the companies, but to provide assurance to
market participants that Congress gave these companies a special
purpose to support housing finance.  Given the difficulties in the
housing market today, we stand firmly behind their ability to
provide that support.

Fannie Mae and Freddie Mac are government-sponsored enterprises
(GSEs) that were created to provide stability in the secondary
mortgage market and promote access to mortgage credit throughout
the United States.  In 2008, Fannie Mae and Freddie Mac purchased
or guaranteed almost three-quarters of all mortgages being
originated in the United States.  By purchasing some mortgages and
guaranteeing others, Fannie Mae and Freddie Mac help bring the
liquidity of global capital markets to local banks and other
financial institutions, which lowers mortgage costs for borrowers
in communities across the United States.  These savings can be
achieved because Fannie Mae and Freddie Mac are able to access a
broader array of investors resulting in lower cost of funds than
typical local banks.

Last July, Congress granted Treasury new authorities to provide
financial support to Fannie Mae and Freddie Mac in order to
provide stability to financial markets, support the availability
of mortgage finance, and protect taxpayers.

Even though neither institution is near its current $100 billion
limit for funding from Treasury under the Preferred Stock Purchase
Agreements -- based on preliminary disclosures from the last
quarter of 2008, total funding provided to Freddie Mac could
approach $50 billion and total funding for Fannie Mae could
approach $16 billion -- it is crucial to maintain confidence in
both of these institutions even under worse-than-expected economic
conditions.

Finally, it is important to note that these funding commitments
are made under authority provided by the Housing and Economic
Recovery Act and do not use any money allocated under the
Emergency Economic Stabilization Act (EESA) or the Financial
Stability Plan.

                         About Fannie Mae

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

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

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

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

                          Conservatorship

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


FLAGSHIP NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Bradenton, Florida-
based Flagship National Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Flagship National Bank is chartered as a national bank and is
primarily regulated by the Office of the Comptroller of the
Currency.  Deposits have been insured by the Federal Deposit
Insurance Corporation since May 18, 1999.  Flagship National Bank
maintains a Web site at http://www.flagshipnationalbank.com/and
has four branches in Florida.

At Dec. 31, 2008, Flagship National Bank disclosed $211 million in
assets and $194 million in liabilities in its regulatory filings.


FONAR CORP: Reports $3.7MM Stockholders' Deficit at Dec. 31
-----------------------------------------------------------
FONAR Corporation unveiled financial results for the second
quarter of fiscal 2009 which ended December 31, 2008.  The Company
reported a net income of $781,000 as compared to one year earlier
when it had a loss of $3.8 million.  Also, the net income for the
six months period ending December 31, 2008 was $331,000 as
compared to the six month period one year earlier when it had a
loss of $4.0 million.

Raymond Damadian, M.D., president and chairman of FONAR said, "In
this era of jobs being exported to other countries, 82% of the
components that create The FONAR UPRIGHT(R) Multi-Position(TM) MRI
are purchased from 26 American States. So FONAR can truly say,
'Made in America.'

"We understand that American innovation is an important answer to
America's financial woes and FONAR hopes to provide that technical
innovation with several new MRI products that we are working on,"
continued Dr. Damadian.

Total revenues for the three months ended December 31, 2008,
showed an increase of 6% to $11.3 million as compared to
$10.7 million for the same period one year earlier. For the six
months ended December 31, 2008 total revenues were $18.1 million
versus $19.4 million one year earlier.

                       Stockholders' Deficit

As of December 31, 2008, there were 131 FONAR UPRIGHT(R) Multi-
Position(TM) MRI units installed worldwide. During the second
quarter of fiscal 2009 total product sales were at $4.4 million, a
10% gain over the corresponding quarter one year earlier.
At the end of the second fiscal quarter of fiscal 2009, total
current assets were $20.5 million, total assets were
$32.9 million, total current liabilities were $35.3 million and
total long-term liabilities were $1.3 million, resulting in
$3.7 million in stockholders' deficiency.  Total cash and cash
equivalents, and marketable securities were $2.6 million on
December 31, 2008, a modest increase as compared to $2.4 million
on June 30, 2008.

On November 17, 2008, the Company held its annual shareholder
meeting for the combined fiscal years ending June 30, 2009 and
2008.  All votes before shareholders passed.  The Company had
previously been non-compliant with NASDAQ's proxy solicitation and
annual meeting requirements, as set forth in Marketplace Rules
4350(g) and 4350(e), respectively, and this annual shareholder
meeting satisfied those requirements.

                     Nasdaq Listing Conditions

On October 9, 2008, the Company received a notice of non-
compliance from The NASDAQ Stock Market based upon the Company's
non-compliance with the minimum stockholders' equity requirement
of $2.5 million at June 30, 2008, for continued listing on The
NASDAQ Capital Market, as set forth in NASDAQ Marketplace Rule
4310(c)(3).  They said it could serve as a basis for delisting of
the Company's securities from The NASDAQ Capital Market.

On February 3, 2009, the Company announced that the NASDAQ Listing
Qualifications Panel has granted the Company's request for
continued listing on The NASDAQ Capital Market, subject to the
condition that, on or before April 6, 2009, the Company file a
Current Report on Form 8-K with the Securities and Exchange
Commission, evidencing the Company's compliance with the NASDAQ
shareholders' equity requirement of $2.5 million, or demonstrating
its compliance with one of the alternative listing criteria.
While the Company is taking steps to comply with the terms of the
NASDAQ Panel decision, there can be no assurance that the Company
will be able to do so.

A Company spokesman said, "The NASDAQ Capital Market Continued
Listing Requirements require one of three standards for a company
to meet, one being a shareholders' equity requirement of
$2.5 million.  One alternative standard would be a $35 million
market cap and curiously the Company had easily topped that level
during most of its nearly 30-year history as a public company.
Recent times are the exception. ( www.fonar.com/market_cap.htm)."

"Another alternative standard," continued The Company spokesman,
"would be to have a minimum of $500,000 net income for a fiscal
year.  Since our net income at six months is $331,000, we are two-
thirds of the way there.  In normal times, this would probably not
be significant enough to persuade the NASDAQ Panel to grant
FONAR's continued listing in the Capital Market.  However, given
the present state of the economy, these are not normal times and
we are hopeful."

Dr. Damadian said, "FONAR has achieved its goal of becoming
profitable again.  The current quarter results were the result of
careful cost-cutting of R&D, and selling, general and
administrative costs (S, G & A).  Subsequently, we have decreased
S, G & A, the bulk of FONAR's overhead, by 40% for the six month
period ending December 31, 2008, as compared to the same six month
period one year earlier, from $11.2 million to
$6.7 million."

Based in Melville, New York, Fonar Corporation (FONR) develops and
manufactures MRI scanners.


FORD MOTOR: Benefiting From Woes of General Motors & Chrysler
-------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co. is benefiting from the troubles of General Motors Corp. and
Chrysler LLC.

WSJ relates that GM and Chrysler are required to seek cost
concessions from the United Auto Workers union under the terms of
their federal loans, allowing Ford to open parallel talks with the
UAW.  The report says that UAW has been working out the same
conditions at each firm.

WSJ states that Ford has reached an agreement with the UAW to
reduce pay for laid-off workers, ease work rules, and eliminate
wage increases tied to the cost of living, two days before GM and
Chrysler reached the same deal.

Ford, says WSJ, has been luring away the clients of GM and
Chrysler, amidst talks of bankruptcy filings by the two
competitors.   WSJ quoted Grassi of Warren, who recently turned in
his leased Dodge Grand Caravan minivan and replaced it with a Ford
Fusion, as saying, "Ford seems to be the most sound in terms of
staying solvent.  I mean, you look at your warranty and you want
that warranty to be good."

Auto-shopping Web site Edmunds.com reports that about 45% of Ford
buyers turned in cars or trucks of other manufacturers in January,
up from 38% in August.  "That's a sign that there is something
definitely going on for Ford," WSJ quoted Edmunds Inc. analyst
Jesse Toprak.

Ford is "weighed down" by the perception of many consumers that it
is in the same boat as GM and Chrysler, WSJ relates, citing Mr.
Toprak.  WSJ states that automakers are suffering from the
recession and credit crunch, which have driven sales down.  Ford's
sales in January 2009 dropped 40%, and the firm continues to post
huge losses, including $5.5 billion in the fourth quarter, WSJ
says.

    Tax Credits for Electric Vehicles, Battery Development

Ford received a $55 million incentive from the Michigan Economic
Development Corporation (MEDC) for its work in advanced battery
and electrical vehicle development.  Ford will receive refundable
tax credits through the new Michigan Advanced Battery Credits
initiative, announced today by Governor Jennifer Granholm.
The first of its kind in the country, the law provides refundable
tax credits to encourage companies to invest in electric vehicle
engineering and advanced automotive battery research in Michigan.
"Ford appreciates Michigan's proactive positioning in support of
these advanced technologies, which we believe are at the heart of
a new generation of vehicles," said Curt Magleby, director,
Government Affairs.  "Incentives to help concentrate research and
engineering related to electric vehicles in Michigan will help
position the state to become a leader in this emerging
technology."

Approved by the Michigan Economic Growth Authority, the incentive
will be used to accelerate Ford's plans to produce next-generation
hybrids, plug-in hybrid electric vehicles and battery electric
vehicles.

"These promising technologies give us the opportunity to transform
our transportation and energy future," said Nancy Gioia, director,
Sustainable Mobility Technologies and Hybrid Vehicle Programs.
"Government support is essential to achieving the potential for
electrified vehicles in the future.  Michigan's groundbreaking
program accelerates our ability to expand and focus our
engineering and research efforts here."

Ford's southeast Michigan operations already are home to some of
the most advanced automotive research, technology and engineering
development facilities in the world.  This incentive will help
ensure that research and development at Ford facilities in
Michigan will play a key role in further enhancing this new
technology.

Ford recently announced an aggressive electrification strategy to
bring four new vehicles to market.  Ford's electrification
strategy involves three types of electrified vehicles -- battery
electric vehicles, hybrid electric vehicles and plug-in hybrid
electric vehicles -- to provide consumers with significant fuel
economy improvements and reduced CO2 emissions without
compromising their driving experience.

Ford's new electrification strategy will deliver a suite of
electrified vehicles to market by 2012, including:

     -- A full battery commercial Transit Connect van-type
        commercial vehicle in 2010.

     -- A full battery electric passenger car in 2011.

     -- Next-generation hybrid vehicles, including a plug-in
        version by 2012.

The electrification strategy builds on Ford's vision for bringing
affordable technology to millions.  It is designed to take
advantage of rapid advancements in electrified vehicle technology
-- particularly Lithium-ion batteries -- while leveraging the
scale of global vehicle platforms to bring the cost of new
technology down.

                          About Ford

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.


FREDDIE MAC: Treasury to Hike Funding to Support Mortgage Market
----------------------------------------------------------------
The U.S. Treasury Department said it is increasing its funding
commitment to Fannie Mae and Freddie Mac to ensure the strength
and security of the mortgage market, to help maintain mortgage
affordability, and to help keep interest rates low.

Fannie Mae and Freddie Mac are critical to the functioning of the
housing finance system in this country and play a key role in
making mortgage rates affordable and maintaining the stability and
liquidity of our mortgage market.  In 2008, almost three-quarters
of new home loans were financed or guaranteed by Fannie Mae and
Freddie Mac.

Using funds already authorized by Congress for this purpose,
Treasury is amending the Preferred Stock Purchase Agreements,
contractual agreements between the Treasury and the conserved
entities designed to ensure that each company maintains a positive
net worth, to $200 billion each from their original level of $100
billion each.  The increased funding will provide forward-looking
confidence in the mortgage market and enable Fannie Mae and
Freddie Mac to carry out ambitious efforts to ensure mortgage
affordability for responsible homeowners.

In addition, the Treasury Department will continue to purchase
Fannie Mae and Freddie Mac mortgage-backed securities to promote
stability and liquidity in the marketplace.  Treasury will also
increase the size of the GSEs' retained mortgage portfolios
allowed under the agreements -- by $50 billion to $900 billion --
along with corresponding increases in the allowable debt
outstanding.

The increase is not intended to indicate any estimate of possible
losses with respect to the companies, but to provide assurance to
market participants that Congress gave these companies a special
purpose to support housing finance.  Given the difficulties in the
housing market today, we stand firmly behind their ability to
provide that support.

Fannie Mae and Freddie Mac are government-sponsored enterprises
(GSEs) that were created to provide stability in the secondary
mortgage market and promote access to mortgage credit throughout
the United States.  In 2008, Fannie Mae and Freddie Mac purchased
or guaranteed almost three-quarters of all mortgages being
originated in the United States.  By purchasing some mortgages and
guaranteeing others, Fannie Mae and Freddie Mac help bring the
liquidity of global capital markets to local banks and other
financial institutions, which lowers mortgage costs for borrowers
in communities across the United States.  These savings can be
achieved because Fannie Mae and Freddie Mac are able to access a
broader array of investors resulting in lower cost of funds than
typical local banks.

Last July, Congress granted Treasury new authorities to provide
financial support to Fannie Mae and Freddie Mac in order to
provide stability to financial markets, support the availability
of mortgage finance, and protect taxpayers.

Even though neither institution is near its current $100 billion
limit for funding from Treasury under the Preferred Stock Purchase
Agreements -- based on preliminary disclosures from the last
quarter of 2008, total funding provided to Freddie Mac could
approach $50 billion and total funding for Fannie Mae could
approach $16 billion -- it is crucial to maintain confidence in
both of these institutions even under worse-than-expected economic
conditions.

Finally, it is important to note that these funding commitments
are made under authority provided by the Housing and Economic
Recovery Act and do not use any money allocated under the
Emergency Economic Stabilization Act (EESA) or the Financial
Stability Plan.

                       About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $804,390 billion and total liabilities of
$818,185 billion, resulting in a stockholders' deficit of
$13,795 billion.

                         Conservatorship

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


GATEWAY ETHANOL: Court OKs Increase of Loan Amount to $5,625,761
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved on
Jan. 30, 2009, amendments to its stipulated final order granting
Gateway Ethanol, L.L.C. authority to obtain secured postpetition
financing from Dougherty Funding LLC/

The amendments include an increase in the maximum principal amount
from $5,242,803 to $5,625,761, and postponement to February 26 of
the deadline to close the assets sale.

A full-text copy of the Court's amended order, dated Jan. 30,
2009, including a revised "Approved Budget" is available at:

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

A full-text copy of the Court's Stipulated Final Order, dated
Oct. 30, 2008, is available at:

http://bankrupt.com/misc/GatewayEthanolFinalOrderOct.30,2008.pdf

As reported in the Troubled Company Reporter on Troubled Company
Reporter on Nov 19, 2008, pursuant to the DIP Loan terms, the
financing terminates on the earliest to occur of 17 conditions,
including if asset sale has not closed by Dec. 31, 2008.  Pursuant
to the Court's amended order, the Dec. 31, 2008 deadline for the
closing of the sale is extended to Feb. 26, 2009.

                     About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Wants Plan Filing Period Extended to April 3
-------------------------------------------------------------
Gateway Ethanol, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusive period to file a plan
by an additional 60 days, or until April 3, 2009, and its
exclusive period to solicit acceptances of said plan to June 2,
2009.

Gateway Ethanol told the Court that it is requesting the extension
of its exclusive periods to give it sufficient time to close the
sale of its assets to Dougherty Funding LLC, and develop a Plan,
if necessary.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL MOTORS: Opinions Differ on Firm's Possible Bankruptcy
-------------------------------------------------------------
General Motors Corp.'s possible bankruptcy has spurred differing
opinions from analysts, government officials, and consumers.

As reported by the Troubled Company Reporter on February 18, 2009,
GM said in its restructuring plan that it will need an additional
$16.6 billion in financial assistance from the U.S. government.
On February 19, the TCR reported that GM'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.  The automaker 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 receivables.

According to the TCR on February 19, 2009, a group of GM
bondholders said 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.

Bob Moon at Marketplace says that some leading analysts were
dismissing GM's request for further funds from the government, and
some commentators suggested that the company, along with Chrysler
LLC, is trying to do what amounts to bankruptcy on the cheap,
without actually going through the process.

While GM is considering filing for Chapter 11 bankruptcy
protection, it still aims to avert doing so.  As reported by the
TCR, GM 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.

RTTNews relates that Thaddeus McCotter, chairperson of the House
Republican Policy Committee and the only Republican member of
Congress from Michigan serving on the House Financial Services
Committee, said that "bankruptcy is not an option" for the
automakers, echoing GM's sentiment that on a possible non-
emergence from Chapter 11.  "The choice is you can keep working
people employed within these industries that have intensified
their restructuring process and have the bridge loan repaid or you
can take over $200 billion in social costs to the federal tax
payer when they are displaced and thrown out of work," RTTNews
quoted Mr. McCotter as saying.  "The entire Michigan that we've
grown up and known will be gone, if those companies go under," he
added.

St. Louis Business Journal reports that GM's bankruptcy would
carry potential benefits but also possible liabilities for the
company and have a ripple effect on its dealers and suppliers.
Undesirable assets, according to The Wall Street Journal, would be
liquidated or sold and contracts with unions, dealers, suppliers
and others would be "reworked".  Thomas Hartley at Business First
of Buffalo relates that Brad Birmingham, a partner in Hodgson
Russ, said that many dealers -- especially small single-brand,
rural locations -- would have to close.  A bankruptcy filing, for
suppliers, could also create additional financial load piled on
top of already heavy debt, Business First says.  Mr. Birmingham
believes that GM is headed to a Chapter 11 bankruptcy filing,
Business First reports.

Kevin Krolicki at Reuters relates that GM battles to survive
declining auto demand, tight credit, and uncertain prospects for
recovery in its biggest markets, and too much debt.  Reuters
relates that GM has started a second round of concession talks
with creditors and its major union.  According to the report, GM
could end up wiping out gains by borrowing even more from the U.S.
government even if it wins the deals it needs to eliminate some
$28 billion in debt by issuing new shares.  Bondholders, Reuters
says, are worried that would leave GM vulnerable to a second and
even-more wrenching restructuring.

Washington Bureau Chief John Dimsdale said that if auto companies
keep asking for government loans, Minnesota Republican Rep. John
Kline knows sooner or later that the Congress will start meddling
in the car business, according to Marketplace.  Rep. Kline, says
Marketplace, considers turning over a business to the Congress to
decide what is a sound business practice and what is not "a poor
way to run any business," and said that a Chapter 11 bankruptcy
would let the firms do the serious restructuring they need to do.

A bankruptcy reorganization, says Marketplace, would involve cuts
in workers, dealers, and part suppliers, and sacrifices from
bondholders.  Marketplace quoted David Cole with the Center for
Automotive Research as saying, "No haircut is possible because
they're already bald.  This is part of industry that is in very
very weak position right now.  There is nothing to give there....
It is difficult to sell cars to people if you're a bankrupt
company.  They're worried about warranty, they're worried about
re-sale."

Justin Hyde at the Detroit Free Press relates that Donald Trump, a
real estate and reality television show mogul who owns 28% of
Trump Entertainment Resorts stock, believe that GM would be better
off in bankruptcy than asking for more government money.
According to The Free Press, said on the "Late Show with David
Letterman" Wednesday night, that the three Atlantic City casinos
that bear his name had to file for bankruptcy this week because
the gambling industry "was a disaster".  Mr. Trump said that he
wasn't involved in management and that the company chose
bankruptcy over his offer to buy the casinos, The Free Press
states.  "Frankly, that's what General Motors should be doing
instead of asking for money, they should go into bankruptcy.
They'll make a better deal," the report quoted Mr. Trump as
saying.

The Associated Press reports that Buckingham Research Group
analyst Joseph C. Amaturo thinks that a Chapter 11 bankruptcy
filing by GM would be in the best interest of everyone, especially
the American taxpayer.  Mr. Amaturo, according to TheAP, affirmed
his "Underperform" rating for GM and cut his price target to $0
from $1, saying that GM's equity is worthless, whether it gets
additional government funding or files for bankruptcy protection.
The report says that Mr. Amaturo called GM's restructuring plan
"worthless", as it doesn't cut the firm's debt, eliminate its
legacy costs or make its labor agreements more competitive.  The
report quoted Mr. Amaturo as saying, "We believe filing for
bankruptcy would fix GM's uncompetitive capital structure and
legacy issues.  Additionally, bankruptcy will clearly better
position the U.S. Treasury to get a portion or all its financial
aid paid back."

Mark Dolliver at Adweek.com states that many consumers that GM
would survive its financial crisis.  Adweek.com says that
according to results in Rasmussen Reports polling this week, 50%
of respondents said that GM's survival is "very likely" and 42%
said that it would be "somewhat likely"; 32% said "not very
likely" and 6% said "not at all likely."  Adweek.com notes that
60% of male respondents and 54% of female respondents said that
it's at least somewhat likely that GM or Chrysler would go under
in the next few years.  About 44% of respondents, according to
Adweek.com, said that it would be better to let the automakers
fail, 33% said it would be better to help them out with subsidies,
and the rest weren't sure either way.  About 12% of the
respondents believe that it's very likely that "taxpayer-backed
loans will eventually be repaid by the auto companies," 29% said
that "it's somewhat likely", about 41% think that it's somewhat
unlikely, and about 16% said that it's not at all likely.

                    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: S&P's 'CC' Rating Unaffected by Cost-Cutting Plan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (CC/Negative/--) are not affected by details
of the company's restructuring plan submitted yesterday to the
U.S. Treasury.  The plan included a request under GM's Feb. 17,
2009, baseline case for $9.1 billion in additional U.S. government
funding beyond the $13.4 billion approved in December 2008.  The
plan also describes a range of strategic decisions and cost
reductions, both domestically and in many of GM's foreign
operations.

S&P lowered its corporate credit rating on GM to 'CC' in December
2008, reflecting S&P's expectation that GM would approach its
unsecured lenders for a reduction in debt at a substantial
discount to par.  In its plan, GM said it will seek to convert its
unsecured debt to a combination of new debt and equity.  S&P
continues to view such an outcome as a distressed exchange under
S&P's criteria and, therefore, akin to a default.  In GM's
submission, advisers to an unofficial committee of many of GM's
unsecured bondholders supported pursuing such an exchange in GM's
plan.

The request for additional U.S. government funding, on top of the
$13.4 billion already extended to GM, underscores the depressed
state of U.S. auto demand, which has weakened further in the two
months since GM and Chrysler LLC (CC/Negative/--) received their
first installments of loans.  S&P now expects U.S. light-vehicle
sales to be 10.3 million units in 2009, down 22% from 2008 and 36%
from 2007.  With auto demand down outside the U.S. as well, in
some cases sharply, GM is also in discussions with some foreign
governments regarding financial support.

As expected, GM's plan includes additional capacity and job
reductions to reduce fixed costs.  GM said it has a tentative
agreement with the United Auto Workers union to reduce labor costs
and is discussing the conversion of 50% of future Voluntary
Employees' Beneficiary Association-related obligations to equity.
However, final agreements are still required from the union.  GM
has stated it expects a reduction in the VEBA payment obligation
to be tied to the significant restructuring of unsecured debt,
which has yet to be approved by lenders.

S&P continues to believe that government support is not open-
ended.

Accordingly, in S&P's opinion, even if GM's restructuring plan is
approved by a government oversight panel on or around March 31,
2009, and additional funding is provided, bankruptcy risk remains
high for the remainder of 2009, and even in 2010, because of
highly uncertain consumer demand globally and other serious risks,
including GM's likely need to further support Delphi Corp., the
persistently weak credit markets, and potential supplier failures.


GENERAL MOTORS: Will Drop Saturn, Pontiac, Saab & Hummer Brands
---------------------------------------------------------------
Kate Linebaugh at The Wall Street Journal reports that General
Motors Corp. will turn its back on its Saturn, Pontiac, Saab, and
Hummer brands.

WSJ relates that by focusing on just four key brands -- Chevrolet,
Buick, Cadillac, and GMC truck -- GM risks a further decline in
its market share as it loses clients, who may have little interest
in buying those brands.  WSJ says that GM had a 19.5% market share
in January 2009.  The report states that without Saturn, Pontiac,
Saab, and Hummer, GM's share would have been 16.9%.

Saturn, Hummer, Saab, and Pontiac have struggled to attract
clients, prompting GM to sell large numbers of them to car-rental
concerns, corporate fleet buyers, and GM's workers, according to
WSJ.  GM said in its restructuring plan that Saturn, Hummer, and
Saab generated an average annual pretax loss of $1.1 billion per
year between 2003 and 2007, WSJ reports.

According to Bankruptcy Law360, GM subsidiary Saab Automobile AB
could file for bankruptcy as early as this month if the Swedish
government fails to offer the automaker a deal soon, GM said in a
restructuring plan presented to the U.S. Department of Treasury.
The report says GM has confirmed that it had conducted a
"strategic review" of the Saab business.

According to WSJ, dealers of the Saturn brand hope that GM will
spin it off as a separate company rather than close it.  WSJ
states that a team of Saturn dealers is spending 60 days working
with GM to evaluate the possibility.

WSJ reports that Hummer will be sold or phased out.  GM said in
its restructuring plan that Saab could file for bankruptcy
protection within a month, WSJ says.  The report states that
Pontiac will be reduced to one or two models and essentially cease
to exist as a full line.

GM will also cut the number of individual U.S. models to 36 from
48, WSJ relates.  Chevrolet Cobalt and Saab 9-5 are among those
that will disappear, according to WSJ.

  GM Europe Open to Selling Stake or Forming Strategic Alliance

GM's European division said on Wednesday that it is open to
selling a stake or forming a strategic alliance with a partner,
Christoph Rauwald and Ola Kinnander at WSJ states.  According to
the report, the European governments were cold to GM's request for
financial aid.

WSJ relates that GM said on Tuesday that it is counting on
$6 billion in financial support from foreign governments and could
potentially need billions more from the U.S. government in the
coming years to cover pension obligations.  GM, says the report,
is aiming for $1.2 billion in savings from its European operations
and has warned of the possible shutdowns or spinoff of European
plants in "high-cost locations."

According to WSJ, German Finance Minister Peer Steinbrueck said on
Wednesday that he is a "skeptic" when it comes to the possibility
of acquiring a stake in Opel.

Citing Sweden's Minister for Enterprise and Energy Maud Olofsson,
WSJ relates that the Swedish government isn't prepared to risk
taxpayer money on a rescue attempt for GM and its Saab unit.  GM
said that its Saab Automobile AB arm could seek bankruptcy
protection as early as this month as it seeks a buyer, the report
states.

The U.K. government said on Wednesday that it is seeking "urgent
talks" with GM over the firms plans for its U.K. subsidiaries,
according to WSJ.

GM and labor representatives said in a statement, "If it makes
sense for the sustainable success of GM Europe and Opel,
management is also willing to negotiate partnerships and
shareholdings by third parties."  GM will immediately start
negotiations with labor representatives over a restructuring
program aimed at shaping a sustainable financial basis for the
operations, WSJ says, citing GM and the labor representatives.
According to the report, the two parties said that they will
examine possible ways to avoid compulsory layoffs and plant
closures.

                    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.


GOOD SAMARITAN: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Times Daily reports that Good Samaritan Hospice USA has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Northern District of Alabama.

Court documents say that Good Samaritan has more than
$5.8 million in debts.  The Times Daily relates that Good
Samaritan's largest creditor is Palmetto Government Benefits
Administrators Provider, which holds a $5 million claim.  The
report says that Good Samaritan has appealed that amount, saying
that the debt is linked directly to reimbursements that were
approved by Medicare but surpasses the federal government's
$20,000 cap per patient.

Good Samaritan owner Randy Gist said in court documents that the
company started having reduced cash flow and profitability about
two years ago, "based in large part on Medicare's reimbursement
structure for hospice care providers."  Good Samaritan is paying
Medicare $83,666 per month toward the overpayment balance that
Medicare claims is still owed, The Times Daily states, citing Mr.
Gist.  According to the report, Mr. Gist said that Good Samaritan
will continue to have adequate financial resources to provide
quality patient care, if the company's bankruptcy petition is
approved.  The report says that Good Samaritan lists monthly
revenue of more than $210,000.

According to The Times Online, Good Samaritan filed a motion
asking that Medicare continue paying for patient care while the
case progresses and that the monthly Medicare repayment be cut to
$25,000 while the case is pending.  Good Samaritan said that
further "disruption in cash flow would result in the shutdown of
operations, resulting in potential lapse in care to patients,"
court documents state.

Florence, Alabama-based Good Samaritan Hospice USA operates from
an office on Dr. Hicks Boulevard.  The company filed for Chapter
11 bankruptcy protection on February 16, 2009 (Bankr. N.D. Ala.
Case No. 09-80591).  Stuart M. Maples, Esq., at Maples & Ray, PC,
assists the company in its restructuring effort.  The company
listed $50 million to $100 million in assets and $500 million to
$1 billion in debts.


GOODYEAR TIRE: Posts $330MM 4th Quarter Net Loss; Plans Job Cuts
----------------------------------------------------------------
The Goodyear Tire & Rubber Company released its fourth quarter and
full year 2008 results and detailed actions to address market
challenges in a much weaker economy.

Goodyear's fourth quarter 2008 sales were $4.1 billion, down from
$5.2 billion in the 2007 quarter, despite increases in Goodyear-
branded market share.  The company's net loss was $330 million
($1.37 per share), compared with net income of $52 million (23
cents per share) in the 2007 quarter.  All per share amounts are
diluted.

"Given lower industry demand, we are taking aggressive action,
reducing tire production, cutting costs and adjusting investments
to better match market conditions," said Robert J. Keegan,
Goodyear Tire chairperson and chief executive officer.  "The many
positive actions we took and the results we achieved in 2008
provide a base from which we will address the market challenges we
will inevitably face in 2009," he added.

2009 Actions

Consistent with Goodyear's ongoing strategies, Mr. Keegan
announced actions in three key areas to address the economic
environment in 2009.

Goodyear plans an unprecedented number of new product launches in
2009, with more than 50 new tires being introduced globally.
Targeted to key segments, these include the new Assurance Fuel Max
tire introduced earlier this month in North America and more
recently announced as original equipment on the new Chevrolet Volt
electric vehicle.  Significant launches that showcase Goodyear's
innovative new products will be made across all geographic
regions.

Goodyear plans to further reduce costs by approximately
$700 million in 2009 and has therefore raised its four-point cost
savings plan target to $2.5 billion.  Actions include:

     -- Further reducing personnel levels by nearly 5,000 in
        addition to almost 4,000 reductions in the second half of
        2008 and freezing salaries.

     -- Implementing new cost control policies to eliminate non-
        essential discretionary spending.

     -- Purchasing actions to lower the cost of both raw
        materials and indirect materials.

In addition, Goodyear plans to eliminate between 15 million and 25
million units of additional manufacturing capacity worldwide over
the next two years.  The company plans to implement a number of
cash flow actions in 2009, including:

     -- Cutting capital expenditures to between $700 million and
        $800 million.

     -- Reducing inventory levels by more than $500 million.

     -- Pursuing the sale of non-core assets.

"Collectively, these actions address the new economic realities,"
said Mr. Keegan.  "We will remain flexible and are prepared to
take additional actions if market conditions warrant.  Our goal is
to ensure Goodyear is positioned for success when tire markets
recover."

Fourth Quarter Results

Goodyear's fourth quarter 2008 sales were $4.1 billion, compared
with $5.2 billion in the 2007 quarter.  The 2008 sales reflect the
$774 million negative impact resulting from a 19 percent reduction
in tire volume due to a rapid deterioration in industry demand
around the world during the quarter and the $375 million negative
impact of foreign currency translation.  Sales benefited from
pricing and mix improvements, which drove revenue per tire,
excluding the impact of foreign currency translation, up 9 percent
over the 2007 quarter.

Also impacting the change in sales was the 2007 divestiture of the
company's T&WA tire mounting business, which contributed sales of
$158 million in the fourth quarter of 2007.

The fourth quarter segment operating loss was $159 million in
2008.  This compares to segment operating income of $312 million
in the 2007 period.

The segment operating loss in the fourth quarter of 2008 reflected
lower unit sales, which drove a negative volume impact of $154
million and under-absorbed fixed costs of $213 million.  Higher
raw material costs, which increased 28 percent, or approximately
$350 million, more than offset improved pricing and product mix of
$263 million.

Sales, administrative and general expenses declined $134 million
compared to the 2007 quarter, reflecting foreign currency
translation, lower compensation-related expense and cost savings
programs.

The fourth quarter 2008 net loss was $330 million ($1.37 per
share).  This compares to net income of $52 million (23 cents per
share) in the 2007 fourth quarter.  All per share amounts are
diluted.

The 2008 fourth quarter included $38 million (16 cents per share)
in after-tax charges for rationalizations, a $16 million (7 cents
per share) after-tax loss due to the liquidation of a Jamaican
subsidiary, $11 million (5 cents per share) in after-tax
accelerated depreciation, a $5 million (2 cents per share) after-
tax valuation allowance related to an investment, $2 million (1
cent per share) in expenses related to hurricanes in North
America, an after-tax gain of $13 million (5 cents per share)
related to asset sales, $9 million (4 cents per share) in various
discrete net tax benefits and a $7 million (3 cents per share)
after-tax gain due to settlements with certain suppliers.

The 2007 fourth quarter included $20 million (8 cents per share)
in after-tax rationalization charges, after-tax losses on asset
sales of $19 million (8 cents per share), after-tax financing fees
of $17 million (7 cents per share) related to debt conversion, $6
million (2 cents per share) in after-tax accelerated depreciation
and reduced tax expense of $11 million (4 cents per share) due to
a tax law change.

See the table at the end of this release for a list of significant
items impacting the 2008 and 2007 fourth quarters.

Four-Point Cost Savings Plan

Goodyear made further progress during 2008 on its four-point cost
savings plan with $700 million in new savings, including
$205 million during the fourth quarter. Savings achieved from 2006
through 2008 under the plan total $1.8 billion.

Full-Year Results

Goodyear's sales for 2008 were $19.5 billion, less than 1 percent
lower than 2007's record $19.6 billion.  The 2008 sales reflect
the $1.3 billion negative impact resulting from an 8.5 percent
reduction in tire volume.  Also, impacting the change in sales was
the 2007 divestiture of the company's T&WA tire mounting business,
which contributed sales of $639 million in 2007.  Favorable
foreign currency translation positively impacted sales by $383
million.

Sales benefited from pricing and mix improvements, which drove
revenue per tire, excluding the impact of foreign currency
translation, up 8 percent compared to 2007.

Asia Pacific Tire, Latin American Tire and Europe, Middle East and
Africa Tire each achieved record full-year sales.

Segment operating income was $804 million, down from $1.2 billion
in 2007.  This reflects the lower unit sales, which resulted in a
negative volume impact of $249 million and higher conversion costs
of $487 million, primarily driven by under-absorbed fixed costs of
$373 million.

Improvements in pricing and product mix of approximately
$942 million more than offset higher raw material costs, which
increased 13 percent, or approximately $712 million, compared to
2007.

Asia Pacific Tire and Latin American Tire achieved record full-
year segment operating income.

Goodyear's net loss of $77 million (32 cents per share) in 2008
compares to 2007 net income of $602 million ($2.65 per share).
The 2007 results included an after-tax gain of $508 million ($2.19
per share) on the sale of the company's former Engineered Products
business.  All per share amounts are diluted.

Business Segment Results

North American Tire           Fourth Quarter      Twelve Months
(in millions)                 2008      2007      2008     2007
Tire Units                    16.9      20.5      71.1     81.3
Sales                       $1,943    $2,284    $8,255   $8,862
Segment Operating
Income (Loss)               $(193)      $40     $(156)    $139
Segment Operating Margin      (9.9)%     1.8%     (1.9)%    1.6%

North American Tire's fourth quarter 2008 sales decreased from
2007 largely due to tire volume declining 17 percent reflecting
significantly lower industry demand.  Also impacting the change in
sales was the 2007 divestiture of the company's T&WA tire mounting
business, which contributed sales of $158 million in the fourth
quarter of 2007.  Sales in the 2008 fourth quarter were positively
impacted by improved pricing and product mix and market share
gains for Goodyear-branded consumer replacement tires.  Fourth
quarter revenue per tire, excluding the impact of foreign currency
translation, increased 10 percent in 2008 compared to 2007.

The fourth quarter segment operating loss was significantly
impacted by lower sales and production levels, which drove a
negative volume impact of $41 million and under-absorbed fixed
costs of $116 million.  Increased raw material costs of
$161 million more than offset pricing and product mix improvements
of $79 million.

Europe, Middle East and
Africa Tire                   Fourth Quarter      Twelve Months

(in millions)                 2008      2007      2008     2007
Tire Units                    15.1      19.0      73.6     79.6
Sales                       $1,406    $1,906    $7,316   $7,217
Segment Operating
Income (Loss)                $(32)     $141      $425     $582
Segment Operating Margin      (2.3)%     7.4%      5.8%     8.1%

Europe, Middle East and Africa Tire's fourth quarter 2008 sales
decreased from 2007 primarily due to lower volume.  Tire volume
declined 21 percent reflecting significantly weaker industry
demand in original equipment and replacement markets.  Sales in
the 2008 fourth quarter were positively impacted by improved
pricing and market share gains for Goodyear- and Dunlop-branded
consumer replacement tires.  Fourth quarter revenue per tire,
excluding the impact of foreign currency translation, increased 5
percent in 2008 compared to 2007.

The fourth quarter segment operating loss was significantly
impacted by lower sales and production levels, which drove a
negative volume impact of $71 million and under-absorbed fixed
costs of $67 million.  Higher raw material costs of $99 million
more than offset pricing and product mix improvements of
$72 million.

Latin American Tire           Fourth Quarter      Twelve Months
(in millions)                 2008      2007      2008     2007
Tire Units                     4.1       5.6      20.0     21.8
Sales                         $405      $513    $2,088   $1,872
Segment Operating Income       $49       $92      $367     $359
Segment Operating Margin      12.1%     17.9%     17.6%    19.2%

Latin American Tire's fourth quarter sales decreased from 2007
primarily due to a 26 percent decline in volume reflecting
significantly weaker original equipment and replacement market
demand.  Fourth quarter revenue per tire, excluding the impact of
foreign currency translation, increased 23 percent in 2008
compared to 2007.

Segment operating income reflected lower sales and production
levels, which resulted in a negative volume impact of $33 million
and under-absorbed fixed costs of $20 million.  Pricing and
product mix improvements of $78 million more than offset higher
raw material costs of $52 million.

Asia Pacific Tire             Fourth Quarter      Twelve Months
(in millions)                 2008      2007      2008     2007
Tire Units                     4.4       4.9      19.8     19.0
Sales                         $381      $457    $1,829   $1,693
Segment Operating Income       $17       $39      $168     $150
Segment Operating Margin      4.5%       8.5%      9.2%     8.9%

Asia Pacific Tire's fourth quarter sales decreased from 2007
primarily due to an 11 percent decline in tire volume reflecting
significantly weaker industry demand.  Fourth quarter revenue per
tire, excluding the impact of foreign currency translation,
increased 13 percent in 2008 compared to 2007.

Segment operating income was lower than 2007 due to lower sales
and production levels, which drove a negative volume impact of
$9 million and under-absorbed fixed costs of $10 million.  Higher
raw material costs of $38 million more than offset pricing and
product mix improvements of $34 million.

                      About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26 countries
and employs 80,000 people worldwide.  Goodyear has subsidiaries in
New Zealand, Venezuela, Peru, Mexico, Luxembourg, Finland, Korea
and Japan, among others.

                         *     *     *

As reported by the Troubled Company Reporter on January 14, 2009,
Standard & Poor's Ratings Services said it has affirmed its 'BB-'
corporate credit and other ratings on The Goodyear Tire & Rubber
Co. and removed them from CreditWatch, where they had been placed
with negative implications on Nov. 13, 2008.  S&P said that the
outlook is stable.


GOTTSCHALKS INC: Court Okays DJM Asset as Real Estate Consultant
----------------------------------------------------------------
The Honorable Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware authorized Gottschalks Inc. to employ
DJM Asset Management LLC as its real estate consultant.

The firm is expected to:

   a) meet with the Debtor to ascertain the its goals, objectives
      and financial parameters;

   b) negotiate the modification of certain leases, as directed
      by the Debtor to obtain rent reductions or other
      advantageous modifications;

   c) negotiate the potential termination, assignment of other
      disposition of certain of the leases as directed by the
      Debtor and the owned properties including assisting the
      Debtor at auction, if needed;

   d) negotiate waivers or reductions of prepetition cure amounts
      and claims asserted under Section 502(b)(6) of the
      Bankruptcy Code with respect to leases;

   e) assist the Debtor in the documentation of proposed
      transactions; and

   f) report periodically to the Debtor regarding the status of
      negotiations and disposition efforts.

Andrew Graiser, co-president and chief executive officer of DJM,
told the Court that the firm will be paid in accordance to the
real estate consulting and advisory services agreement.  A full-
text copy of the agreement is available for free at:

              http://ResearchArchives.com/t/s?38c5

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

                        About Gottschalks

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


GOTTSCHALKS INC: Court Approves FD U.S. as Communications Advisors
------------------------------------------------------------------
The Honorable Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware authorized Gottschalks Inc. to employ
FD U.S. Communications Inc. as its communications advisors.

The firm is expected to:

   a) develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtor's key constituencies regarding the Debtor's
      operations and financial performance and the Debtor's
      progress through the Chapter 11 process;

   b) develop public relations initiatives for the Debtor during
      this Chapter 11 case;

   c) prepare press release and other public statements for the
      Debtor including statements relating to major events in
      this Chapter 11 case;

   d) prepare other forms of communication to the Debtor's key
      constituencies and the media, potentially including
      materials to be posted on the Debtor's web site; and

   e) perform other communications consulting services as may be
      requested by the Debtor.

S. Leigh Parrish, managing director of FD, told the Court that the
firm's professionals and their compensation rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      vice chairman                $520
      senior managing director     $480
      senior vice president        $420
      vice president               $340
      assistant vice president     $300
      associate                    $240
      junior associate             $200
      administration               $100

Ms. Parrish added that the firm received a $20,000 retainer fee.

A full-text copy of the engagement letter between the Debtor and
the firm is available for free at:

              http://ResearchArchives.com/t/s?38c5

Ms. Parrish assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                        About Gottschalks

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


GOTTSCHALKS INC: Court Approves Financo Inc. as Investment Banker
-----------------------------------------------------------------
Gottschalks Inc. obtained authority from the United States
Bankruptcy Court for the District of Delaware to employ Financo
Inc. as its investment banker.

The firm is expected to:

   a) work with the Debtor to determine the appropriate process
      for marketing the Debtor to potential purchasers;

   b) assist in the preparation of descriptive material
      concerning the Debtor;

   c) develop, update and review with the Debtor on an ongoing
      basis a list of parties which might be interested in
      acquiring the Debtor;

   d) conduct the overall sale process including investment
      banking sale, advisory and valuation services.

   e) consult with and advise the Debtor concerning the sale
      process, and participate in sale negotiations on the
      Debtor's behalf; and

   f) provide opinion to the board of directors of the Debtor as
      to whether, depending on the nature of the sale, the
      consideration to be received by the Debtor in connection
      with the proposed sale is fair from a financial point of
      view.

William Susman, president of Financo, told the Court that the firm
will be paid for its rendered services in accordance to the
engagement letter dated Jan. 8, 2009.  A full-text copy of the
engagement letter is available for free at:

              http://ResearchArchives.com/t/s?38c6

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

                        About Gottschalks

Headquartered in Fresno, California, Gottschalks Inc. --
http://www.gottschalks.com-- is a regional department store
chain, currently operating 58 department stores and three
specialty apparel stores in six western states, including
California (38), Washington (7), Alaska (5), Oregon (5), Nevada
(1) and Idaho (2). Gottschalks offers better to moderate brand-
name fashion apparel, cosmetics, shoes, accessories and home
merchandise.

The company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its restructuring efforts.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., will serve as the Debtors' co-counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as claims agent.  The
U.S. Trustee for Region 3 appointed seven creditors serve on an
Official Committee of Unsecured Creditors.  In its bankruptcy
petition, Gottschalk listed $288,438,000 in total assets and
$197,072,000 in total debts as of Jan. 3, 2009.


GSC ACQUISITION: Receives Non-Compliance Notice From NYSE
---------------------------------------------------------
GSC Acquisition Company received notice from the staff of the NYSE
Alternext US LLC (formerly the American Stock Exchange) that the
Company is not in compliance with Section 704 of the Company Guide
in that it did not hold an annual meeting of its stockholders
during 2008.

The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by March 10, 2009, that demonstrates
the Company's ability to regain compliance with Section 704 of the
Company Guide by August 11, 2009.  The Company currently intends
to submit such a plan.

If the Exchange accepts the plan, then the Company may be able to
continue its listing during the period up to August 11, 2009,
during which time the Company will be subject to periodic review
to determine whether it is making progress consistent with the
plan it submitted.  If the Company fails to submit a plan
acceptable to the Exchange, or even if accepted, if the Company
is not in compliance with the continued listing standards by
August 11, 2009, or the Company does not make progress consistent
with the plan during such period, then the Exchange would be
expected to initiate delisting proceedings.

The Company's common stock continues to trade on Exchange.  The
Exchange has advised the Company that the Exchange is utilizing
the financial status indicator fields in the Consolidated Tape
Association's Consolidated Tape System and Consolidated Quote
Systems Low Speed and High Speed Tapes to identify companies that
are in noncompliance with the Exchange's continued listing
standards.  Accordingly, the Company will become subject to the
trading symbol extension ".BC" to denote such noncompliance.


HERMANOS DE LA TORRE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hermanos De La Torre, Inc.
        2000 Pomona Blvd
        Pomona, CA 91766

Bankruptcy Case No.: 09-13427

Type of Business: Hermanos De La Torre, Inc., is a single-asset,
                  real estate debtor.

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Central District of California

Judge: Sheri Bluebond

Debtor's Counsel: Martin D. Gross, Esq.
                  Law Offices of Martin D. Gross
                  2001 Wilshire Blvd Ste 300
                  Santa Monica, CA 90403
                  (310)453-8320

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

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

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

The petition was signed by Daniel De La Torre, a member of the
company.


HPG INTERNATIONAL: U.S. Trustee Appoints 4-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, appointed 4 creditors to serve on the Official Committee
of Unsecured Creditors in HPG International Inc. and VIG Holdings
Ltd.'s jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Baerlocher Production USA LLC
        Attn: David Bryan Kuebel
        5890 Highland Ridge Rd.
        Cincinnati, OH 45232
        Tel: (513) 482-6328
        Fax: (513) 482-6323

     b) Georgia Gulf Chemicals & Vinyls, LLC
        Attn: Bradley Reynolds
        115 Perimeter Center Pl.
        Suite 460, Atlanta GA 30346
        Tel: (770) 395-4521
        Fax: (770) 395-4514

     c) Shawnee Chemical Company
        Attn: Philip Scopelitis
        136 Main Street, Suite 300
        Princeton, NJ 08540
        Tel: (609) 799-3930
        Fax: (609) 799-6576

     d) Cornell Iron Works, Inc.
        Attn: Kevin Yakubowski
        100 Elmwood Rd.
        Crestwood Industrial Park
        Mountaintop, PA 18707
        Tel: (570) 474-6773 ex. 518
        Fax: (570) 715-0518

                      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.


INTERNET FLOORS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Internet Floors, Inc.
        407 N CR 200 E
        Danville, IN 46122
        County: Hendricks

Bankruptcy Case No.:  09-01497

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: KC Cohen, Esq.
                  KC Cohen, Lawyer, PC
                  151 N Delaware St Ste 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  Email: kc@esoft-legal.com

Estimated Assets: $50,001 to $100,000

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/insb09-01497.pdf

The petition was signed by Jeffrey R. Fuehrer, president of the
company.


JOHNSON BROADCASTING: May Use MLCFC Cash Collateral Until July 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized Johnson Broadcasting, Inc. (JBI) and Johnson
Broadcasting of Dallas, Inc. (JBD) authority to use cash
collateral of Merrill Lynch Commercial Finance Corp. (MLCFC), as
assignee of Merrill Lynch Business Finance Services Inc., to meet
payroll and satisfy immediate postpetition financial demands,
through and until July 30, 2009, in accordance with a budget.

As of the Petition Date, Johnson Broadcasting, Inc. was indebted
to MLCFC in the approximate amount of not less that $4,201,377,
plus accrued unpaid interest, charges and other fees.

To the extent that any MLCFC cash collateral is used by or for the
benefit of JBD, JBD grants to MLCFC a first and prior lien on the
assets of JBD.

As adequate protection for JBI's expenditures of cash collateral,
MLCFC is granted security interests in all of JBI's and JBD's
(solely to the extent of funds advanced by JBI for JBD) rights,
titles, and interests in all of its goods, property and interests
in property and all assets of JBI and JBD, with such liens against
property of JBI and JBD having the same seniority and entitled to
the same level of priority as among the respective lenders as the
priority of their liens against JBI's property existing on the
Petition Date.

In addition, as adequate protection for any diminution for the use
of MLCFC's cash collateral, Debtors shall pay to MLCFC not less
$12,000 per month, which shall be due on the 10th day following
the entry of the Court's order, and every 10th calendar day of
each month thereafter.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represents the Debtors
as counsel.    In its schedules, Johnson Broadcasting Inc. listed
total assets of $7,759,501 and total debts of $14,232,988.


JOHNSON BROADCASTING: MLCFC Asks Court to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Merrill Lynch Commercial Finance Corp., a secured creditor and
party in interest in Johnson Broadcasting, Inc. and Johnson
Broadcasting of Dallas, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas to appoint a Chapter 11 trustee in
the Debtor's Chapter 11 cases.  MLCFC says that the appointment of
a Chapter 11 trustee to operate and ultimately sell the assets of
JBI and JBD is in the best interest of the creditors of the
estates.

MLCFC states that Doug Johnson, the principal shareholder of the
Debtors, should be removed as the general manager and president of
JBI and JBD because he has placed JBI and JBD in imminent risk of
losing their broadcast license.

MLCFC tells the Court that JBI and JBD have been grossly
mismanaged by Doug Johnson and that either through incompetence or
abject disregard for the best interests of the assets and the
creditors of the estaes of JBI and JBD, Doug Johnson has seriously
jeopardized the ability of JBI and JBD to continue operations from
and after Feb. 17, 2009, including failing to:

a) pay essential licensing fees;

b) prepare for and implement the digital conversion required
    of all licenced broadcasting stations since at least 2005;

c) adequately account for and identify essential action items
    required to maintain FCC compliance and facilitate the digital
    conversion process; and

d) reasonably negotiate a sale of the assets of the estates of
    JBI and JBD - being the only feasible exit strategy
    available to these Debtors.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Lead Case No. 08-36583).  John
James Sparacino, Esq., and Timothy Alvin Davidson, II, Esq., at
Andrews and Kurth, represents the Debtors as counsel.  In its
schedules, Johnson Broadcasting Inc. listed total assets of
$7,759,501 and total debts of $14,232,988.


JOHNSON BROADCASTING: Plan Filing Period Extended to May 11, 2009
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved the request of Johnson Broadcasting, Inc., and Johnson
Broadcasting of Dallas Inc.'s exclusive period to file a
confirmation plan for 90 days, or until May 11, 2009.

The Debtor's exclusive period to file a plan expired on Feb. 10,
2009.

In court papers filed with the Court, the Debtors related that
although they have not yet found a buyer for their assets, they
have exchanged terms sheets with at least one potential buyer and
have signed non-disclosure agreements with several other potential
buyers.  In addition, the Debtors related that are also seeking
debtor in possession financing or exit financing to fund a plan of
reorganization.  The extension, the Debtors add, will allow them
to analyze issued related to their Plan of Distribution.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Lead Case No. 08-36583).  John
James Sparacino, Esq., and Timothy Alvin Davidson, II, Esq., at
Andrews and Kurth, represents the Debtors as counsel.  In its
schedules, Johnson Broadcasting Inc. listed total assets of
$7,759,501 and total debts of $14,232,988.


JUST WINGIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Just Wingin' It, Inc.
        dba Wild Wings Cafe
        161 Biltmore Avenue
        Asheville, NC 28801

Bankruptcy Case No.: 09-10169

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Total: $33,500.00

Total: $1,621,758.09

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/ncwb09-10169.pdf

The petition was signed by David McFarland, president of the
company.


LEE ENTERPRISES: Refinances Notes to 2012, Amends Bank Payments
---------------------------------------------------------------
In a comprehensive series of steps to strengthen its financial
position during the recession, Lee Enterprises, Incorporated,
concluded agreements with existing lenders to refinance
$306 million of debt of its subsidiary St. Louis Post-Dispatch LLC
and restructure future payments under its $1.1 billion bank
financing arrangements.  Lee also has redeemed the 5% interest of
its minority partner in St. Louis.

Lee Enterprises received an extension of a waiver of covenant
conditions related to the $306 million Pulitzer Notes.  As
reported by the Troubled Company Reporter on February 9, 2009, the
waiver was extended until Feb. 13, 2009, while financing
discussions continue.  The Pulitzer Notes mature in April 2009.

                     Pulitzer Notes Refinancing

On Thursday, Lee said it repaid $120 million of the principal
amount of its $306 million Pulitzer Notes debt due in April
2009 using a portion of its restricted cash, which totaled
$129.8 million at Dec. 28, 2008.  The remaining debt balance of
$186 million has been refinanced by the existing lenders until
April 28, 2012.  Under the agreement, $9 million of restricted
cash was retained to facilitate the liquidity of the operations of
Pulitzer Inc., a wholly owned subsidiary of Lee, and its
subsidiaries.

Other key provisions of the refinancing include:

   -- Quarterly principal payments of $4 million beginning in
      June 2009

   -- An additional principal payment from restricted cash of up
      to $4.5 million in October 2010

   -- Grant of a security interest in substantially all tangible
      and intangible assets of Pulitzer and its subsidiaries

   -- Increase in the coupon from 8.05% to 9.05% until April 28,
      2010, and increasing 0.50% per year thereafter

   -- Continuation of the guaranty by Pulitzer Inc. of the debt

   -- Reset of the leverage ratio (as defined) covenant to
      reflect the reduction in the debt balance and to take into
      account economic conditions and establishment of an
      interest expense coverage covenant.

                       Bank Credit Agreement

Key changes to the bank credit agreement include:

   -- Significant restructuring of the timing of mandatory
      principal payments under the term loan:

      -- Remaining payments in the fiscal year ending
         September 27, 2009, are reduced from $54.9 million to
         $22.1 million.

   -- Payments for the 2010 fiscal year are reduced from
      $166.3 million to $77.8 million.

   -- Payments for the 2011 fiscal year are reduced from
      $261.3 million to $65.0 million.

   -- Payments prior to the April 28, 2012, maturity for the
      2012 fiscal year are reduced from $166.3 million to
      $70.0 million.

   -- Payments at maturity will increase to $502.5 million from
      $83.1 million.

   -- Changes in the leverage and interest expense coverage
      covenant ratios throughout the life of the agreement take
      into account economic conditions and the changes to
      amortization of debt.

   -- Credit spreads remain generally the same as the current
      pricing grid. However, the maximum cash interest rate (for
      a leverage level greater than 6.75:1) has been increased 50
      basis points to LIBOR plus 450 basis points. At the current
      leverage level, Lee's debt will be priced at LIBOR plus 350
      basis points.

   -- A contingent, reversible, non-cash payment-in-kind interest
      layer has been added only in the event the leverage level
      exceeds 7.5:1.

   -- Minimum LIBOR levels of 1.25% for 30-day borrowing and
      2.00% for 90-day borrowing will be added.

   -- The final maturity date was changed from June 3, 2012, to
      April 28, 2012.

            Redemption of Minority Interest in St. Louis

Related to the changes in financing, Lee also has redeemed the 5%
interest in St. Louis Post-Dispatch LLC and STL Distribution
Services LLC owned by The Herald Publishing Company LLC.  The
indemnification obligations of Herald with regard to the Pulitzer
Notes have been simultaneously terminated, together with Lee's
liability with regard to the right of Herald to redeem its
interest in PD LLC and STLD LLC in April 2010.  As a result, Lee
will reverse, in the March 2009 quarter, a significant amount of
the $73.5 million liability for the redemption obligation that is
currently recorded on its balance sheet.  The value of Herald's
former interest will be settled, at a date determined by Herald
between April 28, 2013, and April 28, 2015, based on a calculation
of 10% of the fair market value of PD LLC and STLD LLC at the time
of settlement.

            Improved Liquidity and Operating Flexibility

In discussing the agreements, Carl Schmidt, Lee vice president,
chief financial officer and treasurer, said, "Negotiations were
complicated for both Lee and our lenders because of the
combination of the extremely challenging credit environment and
poor economic conditions.  We believe the results favor all
parties and are welcome news for Lee's stockholders.  The
agreements extend the lowered balance of Pulitzer Notes debt on
reasonable terms, restructure our larger bank debt, and favorably
resolve the minority interest situation in St. Louis.  As a result
of these actions, we have significantly improved our liquidity for
the foreseeable future."

Mary Junck, Lee chairman and chief executive officer, said, "These
financing arrangements provide increased operating flexibility
during some of the worst economic conditions in our lifetimes.
Although significant economic challenges continue, we have stayed
focused on protecting our long-term growth.  Even in this
unprecedented downturn, we remain, by far, the leading provider of
local news, information and advertising in our markets.  Our
strength in print continues to be vast and stable, and our online
reach continues to grow.  While advertising revenue has decreased
because of the economy, we have ramped up our efforts to provide
even greater value and effectiveness for advertisers and further
increase our lion's share of local advertising spending.  At the
same time, we have initiated a broad range of cost reductions,
which are now expected to total 11 to 12% in 2009.  Some have been
short-term steps to help us weather this storm, but most are long-
term, streamlining initiatives to provide ongoing benefit in the
years ahead.  All of this reinforces our confidence that Lee will
emerge strong when the recession ends."

does not undertake to publicly update or revise its forward-
looking statements.

             PULITZER NOTES - INTEREST EXPENSE COVERAGE

  Period of 4 Consecutive
  Fiscal Quarters Ending in       Ratio
  -------------------------       -----
March 2009 and June 2009          1            .90:1
September 2009                    2            .20:1
December 2009                     2            .25:1
March 2010                        2            .50:1
June 2010                         2            .60:1
September 2010                    2            .70:1
December 2010                     2            .80:1
March 2011 and thereafter         3            .00:1

                     PULITZER NOTES - LEVERAGE

  Fiscal Quarter Ending in        Ratio
  ------------------------        -----
March 2009 and June 2009          4            .25:1
September 2009 through June 2010  4            .00:1
September 2010 and December 2010  3            .50:1
March 2011                        3            .25:1
June 2011 and thereafter          3            .00:1

                  BANK CREDIT AGREEMENT - PRICING

                                  Eurodollar
  Total Leverage Ratio            Margin
  --------------------            ----------
6.75:1 or greater                 4            .500%
6.25:1 to 6.75:1                  4            .000
5.75:1 to 6.25:1                  3            .500
5.00:1 to 5.75:1                  3            .000
4.50:1 to 5.00:1                  2            .875
4.00:1 to 4.50:1                  2            .750
Less than 4.00:1                  2            .625

         BANK CREDIT AGREEMENT - INTEREST EXPENSE COVERAGE

  Fiscal Quarter Ending
  Ending Closest to               Ratio
  ---------------------           -----
March 31, 2009                    2            .25:1
June 30, 2009                     1            .85:1
September 30, 2009                1            .60:1
December 31, 2009                 1            .40:1
March 31, 2010                    1            .40:1
June 30, 2010                     1            .45:1
September 30, 2010                1            .55:1
December 31, 2010                 1            .60:1
March 31, 2011                    1            .70:1
June 30, 2011                     1            .80:1
September 30, 2011                1            .95:1
December 31, 2011                 2            .10:1
March 31, 2012                    2            .25:1

                 BANK CREDIT AGREEMENT - LEVERAGE

  Period
                      Through and including the
  The last day of     day before the last day
  the fiscal quarter  of the fiscal quarter
  ending closest to   ending closest to           Ratio
  ------------------  -------------------------   -----
December 31, 2008     March 31, 2009              6:50:1
March 31, 2009        June 30, 2009               7:25:1
June 30, 2009         December 31, 2009           8.25:1
December 31, 2009     June 30, 2010               8:75:1
June 30, 2010         September 30, 2010          8:50:1
September 30, 2010    December 31, 2010           7:75:1
December 31, 2010     March 31, 2011              7.50:1
March 31, 2011        June 30, 2011               7.25:1
June 30, 2011         September 30, 2011          7.00:1
September 30, 2011    December 31, 2011           6.75:1
December 31, 2011     March 31, 2012              6.50:1
March 31, 2012        and thereafter              6.25:1

                         Transaction Costs

Lee incurred approximately $20 million of financing costs from the
actions, including professional and advisory fees.  Roughly half
of these costs will be capitalized and amortized over the
remaining life of the debt agreements until April 2012 with the
remainder charged to expense in the March 2009 quarter.

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises -- http://www.lee.net/
-- is a premier provider of local news, information and
advertising in primarily midsize markets, with 49 daily newspapers
and a joint interest in four others, online sites and more than
300 weekly newspapers and specialty publications in 23 states.
Lee's markets include St. Louis, Mo.; Lincoln, Neb.; Madison,
Wis.; Davenport, Iowa; Billings, Mont.; Bloomington, Ill.; and
Tucson, Ariz. Lee stock is traded on the New York Stock Exchange
under the symbol LEE.


LIBERTY MEDIA: Moody's Expects to Lower Corp. Rating on Spin-Off
----------------------------------------------------------------
Moody's Investors Service indicated that it expects to lower
Liberty Media LLC's Corporate Family rating if the proposed spin-
off of the majority of its Liberty Entertainment group assets is
completed and QVC, Inc., is factored into the CFR, as is currently
the case.  The downgrade could be up to two notches, to B1 from
Ba2, based on the anticipated significant decline in the company's
ratio of after-tax asset value to debt to a mid 1x range and debt-
to-EBITDA leverage remaining within a high single digit range
(incorporating Moody's standard adjustments) upon completion of
the spin-off.   Separately, based on weaker financial performance
at QVC and Liberty's recent investment in SIRIUS XM Radio Inc.,
Moody's downgraded Liberty's speculative-grade liquidity rating to
SGL-2 from SGL-1.

The SGL downgrade reflects Moody's expectation that pressure on
QVC's revenue from weak consumer spending will diminish headroom
under the home shopping network's financial covenants, which
combined with Liberty's $500 million net investment in Sirius XM
announced on February 17th, will moderately reduce overall
financial flexibility.  The Sirius XM investment will be completed
in two phases with the second phase involving up to $250 million
of senior secured loans, a preferred stock investment convertible
into 40% of Sirius XM's common stock, and Sirius XM board
representation proportionate to Liberty's equity ownership.  The
Sirius XM transaction will utilize cash and borrowing capacity for
an investment in a highly levered entity.  However, the potential
for such investments is factored in to the CFR and the transaction
does not affect Moody's existing Ba2 CFR or the ongoing review of
Liberty's ratings for possible downgrade initiated on September 3,
2008 in conjunction with the Liberty Entertainment spin-off
announcement.

Downgrades:

Issuer: Liberty Media LLC

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

The SGL-2 liquidity rating indicates that Liberty has good
liquidity.  The SGL-2 rating is based on Liberty's significant
cash balance (Moody's estimates at approximately $2.3 billion pro
forma 9/30/08 incorporating the Q4-08 bond repurchases and both
phases of the Sirius XM investment) and meaningful projected free
cash flow relative to an estimated $140 million of 2009
maturities, but is constrained by declining covenant cushion under
QVC's credit facility covenants.  Cash and asset transfers among
the business groups underlying Liberty's three tracking stocks
must be completed at fair market value, but the limited indenture
restrictions on moving assets nevertheless provides Liberty with
flexibility to manage its asset portfolio and liquidity position.

Moody's believes that QVC's projected covenant headroom is modest
and would be consistent with a lower SGL rating in the absence of
this flexibility to manage the sizable cash and investment
portfolio.

Moody's last rating action on Liberty was on September 3, 2008,
when the company's Ba2 CFR, Ba2 Probability of Default Rating, and
Ba2 senior unsecured note ratings were placed on review for
possible downgrade following Liberty's announcement that its board
of directors had authorized management to develop a plan to spin-
off the businesses and assets attributed to the Liberty
Entertainment group.

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

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.


LINENS 'N THINGS: CVS Sees $132MM in Lease Costs as Guaranty
------------------------------------------------------------
CVS Caremark Corporation said Thursday that in connection with
certain business dispositions completed between 1991 and 1997, it
continues to guarantee store lease obligations for a number of
former subsidiaries, including Linens 'n Things.

CVS Caremark said its loss from discontinued operations includes
$132.0 million of lease-related costs -- $214.4 million, net of an
$82.4 million income tax benefit -- which it believes it will
likely be required to satisfy pursuant to its Linens 'n Things
lease guarantees.

Based in Woonsocket, Rhode Island, CVS Caremark Corp. --
http://www.cvscaremark.com-- is the largest provider of
prescriptions in the United States.  The Company fills or manages
more than 1 billion prescriptions annually.  The Company has more
than 6,900 CVS/pharmacy and Longs Drugs stores; and operates
Caremark Pharmacy Services division (pharmacy benefit management,
mail order and specialty pharmacy); its retail-based health clinic
subsidiary, MinuteClinic; and its online pharmacy, CVS.com.

                   About Linens 'n Things, Inc.

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

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

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

Pursuant to the court order entered on October 16, 2008, Linens
Holding Co. is in the process of liquidating the entire Linens 'n
Things retail chain.  (Bankruptcy News About Linens 'n Things;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


LVNV FUNDING: Moody's Downgrades Ratings on Class B Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the Class A and Class B
notes issued by LVNV Funding LLC.  LVNV Funding LLC is a revolving
issuance vehicle of consumer-related receivables.  The rating
action concludes the review that began on November 4, 2008.  The
primary reasons for the downgrade are the current conditions in
the credit markets and the potential for significant collateral
performance deterioration in light of the consumer-led contraction
in the economy.

The complete ratings actions are:

                          Rating Action

Issuer: LVNV Funding LLC

  -- Up to $784.9 Million Class A notes, downgraded to Baa2 from
     A2, previously on November 4, 2008 Placed Under Review for
     Possible Downgrade

  -- Up to $117.3 Million Class B notes, downgraded to B2 from
     Ba2, previously on November 4, 2008 Placed Under Review for
     Possible Downgrade

                       Rating Methodology

When rating the LVNV facility, Moody's considers the credit
profile and historical performance of the collateral backing this
transaction, which is mostly charged-off credit card receivables.
Moody's assesses the collateral characteristics of the facility,
considering such key credit metrics as the type of loans, their
aging, the sellers of the receivables, the historical levels of
collections, and the issuer's estimated future collections, among
other factors, in order to estimate the pool's future performance
over the life of the transaction.  Moody's has received data on
the performance of these assets extending back to 2004, thereby
providing a meaningful performance history for the facility.

The risk of performance deterioration is mitigated by
overcollaterization, which provides credit enhancement for both
classes of notes and an incentive to the issuer to maximize
collections during a wind down of the facility.  However, the
consumer-led contraction in the economy creates a significant risk
of future collateral performance deterioration under various
stressed scenarios.

In determining potential performance trends for this facility,
Moody's analyzes different cash flow scenarios that consider
scheduled interest and principal collections on the receivables, a
distribution of cumulative gross default scenarios, the priority
of payments due to investors, and the particular characteristics
of the transaction such as its credit enhancement levels and the
type of servicing arrangements under different circumstances that
would benefit the certificate holders.


LYONDELLBASELL: Fails to Pay Interest Payments on Two Bonds
-----------------------------------------------------------
LyondellBasell Industries AF SCA failed to make scheduled bond
interest payments on Sunday, Feb. 15, Tom Freke and Jane Baird at
Reuters report citing a company spokesman.

The spokesman told Reuters that the company has a 30-day grace
period to pay the coupon before it falls into default.

           S&P Downgrades Ratings on Payment Default

As reported in the TCR-Europe on Feb. 18, 2009, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
the Netherlands-based petrochemicals producer to 'D' from 'SD'.
It also lowered the subordinated debt ratings on the
US$615 million and EUR500 million European bonds due 2015 issued
by the company to 'D' from 'C'.

"The rating action follows LyondellBasell's payment default on
coupons of the two bonds on Feb. 15, 2009," said Standard & Poor's
credit analyst Tobias Mock.  "Although there is a grace period of
30 days, S&P do not consider it likely that the company will pay
the coupons within this period."

S&P said the issue rating on Basell Finance Co. B.V.'s
US$300 million notes due 2027 remains at 'C' because no payment
default has occurred on them.  However, S&P considers it unlikely
that Basell Finance will make the March 15 payment.

                     Temporary Injunction

Reuters relates that on Friday, Feb. 13, Lyondell Chemical
Company, the U.S. Operations of LyondellBasell, obtained an
extension from a New York court to a temporary injunction
preventing U.S. creditors from making claims against its European
parent.

The injunction against creditors runs until Feb. 23, when the case
will be reviewed, Reuters discloses.  Reuters notes the company
has asked for a longer-term injunction.

"If they don't get the injunction extended, what's the point of
making the coupon?" Reuters quoted a debt trader as saying.
"There is no way I would pay the coupon before March 15 if it is
not clear" whether the court will bar creditors from going after
its European operations.

Reuters states according to debt traders, mid-March, the end of
the grace period for the payments, would be the key deadline in
determining whether the European business defaults on its debt.
This could also trigger payment under the European credit default
swap contracts, Reuters adds citing the debt traders.

In a court filing, Reuter says the company warned "A subset of the
2015 Defendants is working in concert to ... force an acceleration
of the 2015 notes in part or in whole for the purpose of
triggering certain credit default swaps tied to the 2015 notes."

According to Reuters, LyondellBasell is keen to keep its European
operations from defaulting as a bankruptcy filing in Europe is
more likely to lead to a liquidation.

The company, as cited by Reuters, said in its court filing "The
potential loss of control to a foreign liquidator would be
disastrous to the debtors' reorganization efforts."

                      About LyondellBasell

LyondellBasell Industries -- http://www.lyondellbasell.com/-- is
a refiner of crude oil; a significant producer of gasoline
blending components; a global manufacturer of chemicals and
polymers, including polyolefins and advanced polyolefins; and the
leading developer and licensor of technologies for the production
of polymers.

Following the acquisition of Lyondell in 2007, LyondellBasell
became the world's largest independent producer of polypropylene
and advanced polyolefins products, a leading supplier of
polyethylene, and a global leader in the development and licensing
of polypropylene and polyethylene processes and related catalyst
sales.  The group is estimated to generate 2007 revenues of US$44
billion and EBITDA of US$4.1 billion reflecting strong performance
of Lyondell and Basell businesses at the top of the cycle.

LyondellBasell is saddled with debt as part of its
US$12.7 billion merger in 2007.  As reported by the Troubled
Company Reporter, the company has brought on board Kevin M. McShea
of AlixPartners, LLP, as Chief Restructuring Officer of
LyondellBasell and its subsidiaries.  The company also has hired
advisers, including Evercore and New York law firm Cadwalader,
Wickersham & Taft LLP, to advise it on its restructuring efforts.

Lyondell disclosed in its latest quarterly results that it has
US$27.12 billion in assets and US$228 million stockholders'
deficit as of Sept. 30, 2008.  It incurred a US$232 million net
loss in the three months ended Sept. 30, 2008, compared to a
US$206 million net profit during the same period in 2007.

Headquartered in Houston, Texas, Equistar Chemicals LP, is a
wholly owned subsidiary of Lyondell Chemical Company, which
produces ethylene, propylene and polyethylene in North America and
ethylene oxide, ethylene glycol, high value-added specialty
polymers and polymeric powder.  For three months ended Sept. 30,
2008, Equistar Chemicals posted net loss of US$271 million
compared to net income of US$22 million for the same period in the
previous year.  At Sept. 30, 2008, Equistar Chemicals' balance
sheet showed total assets of US$9.0 billion and total liabilities
of US$19.0 billion, resulting in a partners' deficit of US$9.9
billion.

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 6, 2009,
Moody's Investors Service has downgraded the corporate family
rating of LyondellBasell Industries AF SCA to Caa2 from B3 and
also downgraded ratings on the debt instruments raised by the
group.

As reported in the TCR-Europe, on Jan. 7, 2009, Standard & Poor's
lowered its long-term corporate credit rating on the three main
U.S. subsidiaries of European holding company LyondellBasell
Industries AF S.C.A. (LyondellBasell) - namely Lyondell Chemical
Co., Equistar Chemicals L.P., and Millennium Chemicals Inc. -- to
'D' from 'CC'.  This action followed the voluntary filings for
Chapter 11 bankruptcy protection by these entities, along with
other U.S. subsidiaries of LyondellBasell and a related German
holding company on Jan. 6, 2009.

The long-term rating on LyondellBasell, meanwhile, remains at
'SD', indicating a selective default.


MARCUS LEE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Marcus Lee Associates, L.P.
        1243 Easton Road, Suite 200
        Warrington, PA 18976

Bankruptcy Case No.: 09-11037

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Lamplighter Village Associates, L.P.               09-11035

Chapter 11 Petition Date: February 16, 2009

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

Debtor's Counsel: Abert A. Ciardi, III, Esq.
              Ciardi Ciardi & Astin, P.C.
              One Commerce Square
              2005 Market Street, Suite 1930
              Philadelphia, PA 19103
              Tel: (215) 557-3550
              Fax: (215) 557-3551
              Email: aciardi@ciardilaw.com

              -- and --

              Nicole Marie Nigrelli, Esq.
              Ciardi Ciardi & Astin, P.C.
              One Commerce Squire, Suite 1930
              Philadelphia, PA 19103
              Tel: (215) 557-3550
              Email: nnigrelli@ciardilaw.com

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

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

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

            http://bankrupt.com/misc/paeb09-11037.pdf

The petition was signed by Marvin Katz, Manager of the company.


MBIA INC: S&P Cuts Counterparty Credit Rating to 'BB+'
------------------------------------------------------
On Feb. 18, 2009, Standard & Poor's Ratings Services lowered its
counterparty credit, financial strength, and financial enhancement
ratings on MBIA Insurance Corp. to 'BBB+' from 'AA'.  The outlook
on MBIA is negative.

At the same time, Standard & Poor's lowered its counterparty
credit and financial strength ratings on MBIA Insurance Corp. of
Illinois to 'AA-' from 'AA' and placed them on CreditWatch with
developing implications.

Standard & Poor's also lowered its counterparty credit rating on
MBIA Inc., the group holding company, to 'BB+' from 'A-'.  The
outlook on the holding company is negative.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on Municipal Bond Insurance Assn. to
'AA-' from 'AA' and placed the ratings on CreditWatch developing.
This rating action mirrors the action taken on MBIA Illinois.  The
association is supported by surety bonds totaling $340 million
from MBIA Ill., which exceeds the outstanding insured par.

Standard & Poor's rating actions follow MBIA Inc.'s announced
restructuring, in which MBIA Illinois has become a sister company
of MBIA.  Management has stated that MBIA Illinois is now the
public finance insurer within the group and has assumed the U.S.
public finance book of business from MBIA on a reinsurance-cut-
through basis.  Business recently ceded to MBIA from Financial
Guaranty Insurance Co. has been assigned to MBIA Illinois.  MBIA
retains the global structured finance and international
infrastructure business.  This restructuring separates the more
volatile structured finance book of business from the lower-risk
public finance book.

Operational functions at MBIA Illinois will benefit from the
stability and continuity of a staff consisting largely of
individuals from MBIA who were responsible for the business,
underwriting, and risk management of its solidly investment-grade
public finance book of business.

The downgrade of MBIA Illinois reflects S&P's view of both its
uncertain business prospects and its capital, which is marginally
below S&P's 'AA' standard.  Management's stated goals are to raise
additional capital to bolster MBIA Illinois's current resources,
adopt bylaws and governance practices, and effectively ring-fence
MBIA Illinois from MBIA and its more volatile book of business.
To facilitate this, the company has established an intermediate
holding company between MBIA Illinois and the ultimate holding
company, MBIA Inc.

From a future business production perspective, S&P believes that
MBIA Illinois's competitive position may suffer from legacy MBIA
performance.  In addition, there is uncertainty regarding
investors' acceptance of the restructuring and ring-fencing plan.

S&P downgraded MBIA because of S&P's view that its retained
insured portfolio lacks sufficient sector diversity and with time
could become more concentrated.  In addition, the company's 2005-
2007 vintage direct RMBS, CDO of ABS, and other structured
exposures are subject to continued adverse loss development that
could erode capital adequacy.  Supporting the debt-service needs
of the holding company might also place pressure on capital
adequacy.

S&P believes that there is a strong incentive for MBIA to maintain
an orderly runoff of its book of business so as not to damage the
franchise value of the newly launched public finance only
subsidiary.  To this end, from a risk-management perspective,
management has indicated that it will retain sufficient
experienced staff to support surveillance and remediation efforts.

MBIA's retained exposure will total about $233.5 billion of global
structured finance and international infrastructure insured par.
Through the use of Standard & Poor's capital adequacy test, MBIA's
margin of safety is 0.9x-1.0x, which S&P view as strong.
Analytical adjustments made to the model included:

  -- No new business written.

  -- Stress period of model starts immediately and lasts for four
     years.

  -- No refundings.

  -- Expenses are held constant for all four years.

In addition to Standard & Poor's normal stress assumptions for
municipal and non-RMBS asset classes, S&P tested the capital
adequacy of MBIA against a scenario that applies stressful default
assumptions to various 2005-2007 RMBS-related transactions that
the company has insured.  S&P based the default rates for these
transactions on stressful cumulative net loss assumptions
published on Feb. 6, 2009 that vary by asset type and vintage.
S&P has included the Alt-A, subprime, closed-end second, HELOC,
and NIM asset types with 2005, 2006, and 2007 vintages in this
analysis.

                              Outlook

The negative outlook on MBIA reflects Standard & Poor's view that
adverse loss development on the structured finance book could
continue.  A revision of the outlook to stable will depend on,
among other factors, greater certainty of ultimate potential
losses as well as the orderly runoff of the book of business.

S&P could raise the rating on MBIA Ill. if it successfully raises
capital and credibly ring fences its operations from MBIA.
However, any rating action based on these factors would most
likely remain within the 'AA' category.  If MBIA Illinois is not
able to raise capital or if legal challenges impair management's
restructuring efforts, S&P could lower the ratings.

                            Ratings List

                             Downgraded

                        MBIA Insurance Corp.
                        MBIA Assurance S.A.
                  Capital Markets Assurance Corp.

                    Counterparty Credit Rating

                                To                 From
                                --                 ----
Local Currency                  BBB+/Negative/--   AA/Negative/--

                       MBIA Insurance Corp.
                     MBIA U.K. Insurance Ltd.
                       MBIA Assurance S.A.
                  Capital Markets Assurance Corp.

                    Financial Strength Rating

                                To                 From
                                --                 ----
  Local Currency                BBB+/Negative/--   AA/Negative/--

                       MBIA Insurance Corp.
                     MBIA U.K. Insurance Ltd.
                       MBIA Assurance S.A.

                  Financial Enhancement Rating

                                   To                 From
                                   --                 ----
     Local Currency                BBB+/--/--         AA/--/--

                             MBIA Inc.

                    Counterparty Credit Rating

                                To                 From
                                --                 ----
  Local Currency                BB+/Negative/--    A-/Negative/--

                       MBIA Insurance Corp.

                                           To                From
                                           --                ----
    Senior Unsecured (1 issue)             BBB-               A
    Preferred Stock (8 issues)             BB+                A-

                     MBIA Global Funding LLC

                                          To                 From
                                          --                 ----
   Senior Secured (6 issues)              BBB+               AA
   Senior Unsecured (22 issues)           BBB+               AA

                             MBIA Inc.

                                          To                 From
                                          --                 ----
   Senior Unsecured (7 issues)            BB+                A-

              Downgraded; CreditWatch/Outlook Action

                 MBIA Insurance Corp. of Illinois
                  Municipal Bond Insurance Assn.

                    Counterparty Credit Rating

                                To                 From
                                --                 ----
  Local Currency                AA-/Watch Dev/--   AA/Negative/--

                    Financial Strength Rating

                                To                 From
                                --                 ----
  Local Currency                AA-/Watch Dev/--   AA/Negative/--


MBIA INSURANCE: Moody's Cuts Insurance Strength Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from Baa1 the
insurance financial strength ratings of MBIA Insurance Corporation
and its supported subsidiaries.  The outlook for the ratings is
developing.  Moody's also placed the Baa1 rating of MBIA Insurance
Corporation of Illinois on review for possible upgrade.  These
rating actions follow MBIA's announcement that it has segregated
its municipal and non-municipal financial guaranty exposures into
two separately capitalized operating companies.

The rating actions have implications for the various transactions
wrapped by MBIA Corp and MBIA Illinois as discussed later in this
press release.

                      Transaction Overview

Earlier today, MBIA announced the restructuring of its financial
guaranty insurance operations following the approval of the New
York and Illinois insurance regulators.  According to Moody's,
MBIA's restructuring involves the segregation of its financial
guaranty insurance operations into two separately capitalized
sister companies, with one entity (MBIA Illinois) assuming the
risk associated with its US municipal exposures, and with the
other (MBIA Corp) insuring the remainder of the portfolio,
including all international and structured finance exposures.
Under the terms of the transaction, MBIA Illinois (which is
expected to be renamed National Public Finance Guarantee
Corporation) has provided cut-through reinsurance on all of MBIA
Corp's existing portfolio of US municipal credits through a 100%
quota-share agreement, including the municipal exposure that MBIA
Corp assumed from FGIC.  To support its ability to pay claims,
MBIA Illinois has received a $2.1 billion capital infusion sourced
through a dividend from MBIA Corp, in addition to
$2.9 billion in net unearned premiums (net of ceding commissions)
and loss and loss adjustment expense reserves associated with the
municipal portfolio.  Post transaction, MBIA Illinois has
approximately $537 billion in municipal net par outstanding and
$5.7 billion in hard capital, while MBIA Corp has $240 billion in
net par exposure and approximately $9.8 billion in hard capital
(based on 3Q08 financial results).

         Rating Rationale For Mbia Insurance Corporation

The downgrade of MBIA Corp to B3, from Baa1, reflects two primary
factors.  First is the guarantor's substantial reduction in
claims-paying resources relative to the remaining higher-risk
exposures in its insured portfolio, given the removal of capital,
and the transfer of unearned premium reserves associated with the
ceding of its municipal portfolio to MBIA Illinois.  Second is the
continued deterioration of the firm's insured portfolio of largely
structured credits, with stress reaching sectors beyond
residential mortgage-related securities.

Moody's recently published several Special Reports discussing the
deteriorating credit profile of Alt-A mortgage-backed securities,
corporate CDOs, and CMBS -- all of which are negatively affecting
MBIA Corp's risk-adjusted capital adequacy.  The rating agency
noted that the claims-paying resources of MBIA Corp post
restructuring are roughly equivalent to Moody's expected loss
estimates for the entity.

Moody's stated that MBIA Corp's developing outlook reflects the
potential for further deterioration in the insured portfolio.  It
also incorporates positive developments that could occur over the
near to medium term, including greater visibility about mortgage
performance, the possibility of commutations or terminations of
certain ABS CDO exposures, and/or successful remediation efforts
on poorly performing RMBS transactions.

The company's developing outlook is also based on the potential
for various initiatives being pursued at the US federal level to
mitigate the rising trend of mortgage loan defaults.  Moody's will
continue to evaluate MBIA Corp's ratings in the context of the
future performance of its insured portfolio relative to
expectations and resulting capital adequacy levels, as well as
changes, if any, to the company's strategic and capital management
plans.

    Rating Rationale For Mbia Insurance Corporation Of Illinois

The review for upgrade of MBIA Illinois' Baa1 insurance financial
strength rating reflects upward rating pressure following the
group's restructuring, stemming from the company's substantial
claims-paying resources relative to its insured portfolio of high-
quality municipal exposures.  The review also includes the
possibility of improved business prospects for MBIA Illinois in
light of the company's municipal-only focus and strong risk-
adjusted capital adequacy.

Moody's said that the potential for upward rating movement is
tempered, however, by the significant challenges facing both MBIA
Illinois and the financial guaranty industry in general.
According to the rating agency, there continues to be a market for
municipal bond insurance, but prospective opportunities in the
municipal sector may be narrower than in the past given changing
perceptions about municipal risk among buyers, lower confidence in
the financial guaranty industry broadly and a trend toward
alternative forms of execution, including the issuance of
uninsured paper.  For these and other reasons, Moody's noted that
any upward rating revision would likely be limited to the single-A
range.

During its review, Moody's will evaluate the impact of MBIA's
restructuring on the future business prospects of MBIA Illinois.
As part of the review process, Moody's will consider the company's
ability to regain market confidence, as well as the potential for
and impact of any legal challenges coming from the counterparties
of MBIA Corp.

                   Rating Rationale For Mbia Inc

The affirmation of MBIA Inc.'s Ba1 senior debt rating and
maintenance of its developing outlook reflect the group's evolving
risk profile. The corporate restructuring may strengthen MBIA
Inc.'s risk profile by sheltering its investment in MBIA Illinois
from the risks of MBIA Corp.  The creation of a strongly
capitalized and dedicated municipal insurer also increases the
likelihood of regaining market traction.  At the same time,
continued deterioration in the group's structured finance
portfolio, as well as uncertainty about the group's ability to
firewall losses within MBIA Corp, could hurt MBIA Inc.'s credit
profile.

                 Treatment Of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's
November 10, 2008 announcement entitled "Moody's Modifies Approach
to Rating Structured Finance Securities Wrapped by Financial
Guarantors".  In light of the downgrade of MBIA Corp to below the
investment grade level, Moody's will position the ratings of all
structured transactions wrapped by MBIA Corp at the higher of the
underlying rating of the structured security -- regardless of
whether the underlying rating is published or not -- and MBIA
Corp's B3 rating.

With respect to municipal obligations wrapped by MBIA Corp that
are reinsured by MBIA Illinois, Moody's is in the process of
reviewing the Reinsurance Agreement between MBIA Illinois and MBIA
Corp and other documentation to determine whether it is
appropriate to assign the insurance financial strength rating of
MBIA Illinois to these obligations.  Moody's will issue further
guidance on Moody's approach to rating these securities in the
near future.  For all other transactions wrapped by MBIA Corp,
Moody's will withdraw the ratings for which there are no published
underlying ratings in accordance with current rating agency
policy.  For these transactions, if the rating of MBIA Corp should
subsequently move back into the investment grade range, or if the
agency should subsequently publish the underlying rating, Moody's
would reinstate the rating to the wrapped instruments.

Because of the large volume of rating changes resulting from the
actions, it may take some time for Moody's to update impacted
ratings in Moody's ratings database.

                     List Of Rating Actions

These ratings have been downgraded, with a developing outlook:

* MBIA Insurance Corporation -- insurance financial strength to
  B3, from Baa1; surplus notes to Caa2, from Baa3; and preferred
  stock to Caa3, from Ba2;

* Capital Markets Assurance Corporation -- insurance financial
  strength to B3, from Baa1;

* MBIA UK Insurance Limited -- insurance financial strength to
  B3, from Baa1;

* MBIA Mexico S.A. de C.V. -- insurance financial strength to B3,
  from Baa1; and national scale insurance financial strength to
  B1.mx, from Aa1.mx;

MBIA Assurance S.A. -- insurance financial strength to B3, from
Baa1.  The rating of MBIA Assurance S.A. will be withdrawn to
reflect its absorption by MBIA UK Insurance Limited.  All assets
and liabilities of MBIA Assurance S.A., including all of its
outstanding financial guaranty insurance policies, have been
transferred to MBIA UK Insurance Limited.

This rating has been placed under review for possible upgrade:

* MBIA Insurance Corporation of Illinois -- Baa1 insurance
  financial strength.

The last rating action was on December 23, 2008 when Moody's
assigned Ba2 ratings to the preferred stock of MBIA Insurance
Corporation.

The principal methodology used in rating MBIA was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry, which
can be found at www.moodys.com in the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of rating MBIA can also be found in the
Credit Policy & Methodologies directory.

                         Overview Of MBIA

MBIA Inc. provides financial guarantees to issuers in the
municipal and structured finance markets in the United States, as
well as internationally.  MBIA also offers various complementary
services, such as investment management and municipal investment
contracts.


MBIA INSURANCE: S&P Downgrades Counterparty Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on MBIA Insurance Corp. to 'BBB+' from 'AA'.  The outlook
on MBIA is negative.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on MBIA Insurance Corp. of
Illinois to 'AA-' from 'AA' and placed them on CreditWatch with
developing implications.

At the same time, Standard & Poor's lowered its counterparty
credit rating on MBIA Inc., the group holding company, to 'BB+'
from 'A-'.  The outlook on the holding company is negative.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on Municipal Bond Insurance Assn. to
'AA-' from 'AA' and placed the ratings on CreditWatch developing.
This rating action mirrors the action taken on MBIA Illinois.  The
association is supported by surety bonds totaling $340 million
from MBIA Illinois, which exceeds the outstanding insured par.

Standard & Poor's rating actions follow MBIA Inc.'s announced
restructuring, in which MBIA Illinois has become a sister company
of MBIA.  Management has stated that MBIA Illinois is now the
public finance insurer within the group and has assumed the U.S.
public finance book of business from MBIA on a reinsurance-cut-
through basis. Business recently ceded to MBIA from Financial
Guaranty Insurance Co. has been assigned to MBIA Illinois.  MBIA
retains the global structured finance and international
infrastructure business.  This restructuring separates the more
volatile structured finance book of business from the lower-risk
public finance book.

Operational functions at MBIA Illinois will benefit from the
stability and continuity of a staff consisting largely of
individuals from MBIA who were responsible for the business,
underwriting, and risk management of its solidly investment-grade
public finance book of business.

"The downgrade of MBIA Illinois reflects S&P's view of both its
uncertain business prospects and its capital, which is marginally
below our 'AA' standard," explained Standard & Poor's credit
analyst David Veno.  Management's stated goals are to raise
additional capital to bolster MBIA Illinois's current resources,
adopt by-laws and governance practices, and effectively ring-fence
MBIA Illinois from MBIA and its more volatile book of business.
To facilitate this, the company has established an intermediate
holding company between MBIA Illinois and the ultimate holding
company, MBIA Inc.

From a future business production perspective, S&P believes that
MBIA Illinois's competitive position may suffer from legacy MBIA
performance.  In addition, there is uncertainty regarding
investors' acceptance of the restructuring and ring-fencing plan.

S&P downgraded MBIA because of its view that its retained insured
portfolio lacks sufficient sector diversity and with time could
become more concentrated.  In addition, the company's 2005-2007
vintage direct RMBS, CDO of ABS, and other structured exposures
are subject to continued adverse loss development that could erode
capital adequacy.  Supporting the debt-service needs of the
holding company might also place pressure on capital adequacy.

S&P believes that there is a strong incentive for MBIA to maintain
an orderly runoff of its book of business so as not to damage the
franchise value of the newly launched public finance only
subsidiary.  To this end, from a risk-management perspective,
management has indicated that it will retain sufficient
experienced staff to support surveillance and remediation efforts.

The negative outlook on MBIA reflects Standard & Poor's view that
adverse loss development on the structured finance book could
continue.  A revision of the outlook to stable will depend on,
among other factors, greater certainty of ultimate potential
losses as well as the orderly runoff of the book of business.

"We could raise the rating on MBIA Ill. if it successfully raises
capital and credibly ring fences its operations from MBIA," Mr.
Veno added. "However, any rating action based on these factors
would most likely remain within the 'AA' category.  If MBIA
Illinois is not able to raise capital or if legal challenges
impair management's restructuring efforts, S&P could lower the
ratings."


MEDIA & ENTERTAINMENT: Receives Delisting Notice from NYSE
----------------------------------------------------------
Media & Entertainment Holdings, Inc. (NYSE Alternext US: TVH),
received on February 14, 2009, notice from the NYSE Alternext US
LLC, which was formerly known as the American Stock Exchange,
indicating that the Company is below certain of the continued
listing standards of the Exchange since the Company has not yet
held its 2008 annual meeting of stockholders as set forth in
Section 704 of the Exchange's Company Guide.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange by March 10, 2009, that demonstrates
the Company's ability to regain compliance with Section 704 of the
Company Guide by March 10, 2009.  If the Company does not submit a
plan or if the plan is not accepted by the Exchange, the Company
will be subject to delisting procedures as set forth in Section
1010 and part 12 of the Company Guide.


MEDIA GENERAL: Will Implement Employee Furlough Program
-------------------------------------------------------
Media General, Inc., will implement an employee furlough program
in the face of an economy that continues to contract, causing the
advertising market to further weaken.

Employees will take a mandatory 10 days off according to a
schedule that requires four days by the end of March and three
days each in the Company's next two fiscal quarters, ending in
June and September, respectively.  Unionized and other employees
under contract are being asked to participate in lieu of layoffs.

"The current economic outlook requires us to be even more cautious
than we already have been regarding our revenue expectations,"
said Marshall N. Morton, Media General president and chief
executive officer.  "Despite aggressive sales initiatives and
significant cost reductions already implemented, we need to build
in additional expense savings to offset the revenue shortfalls we
anticipate.

"With this furlough, along with other cost reduction measures
already implemented, we are being prudent and proactive as we
address the impact of unprecedented economic turmoil in our
country and our industry," said Mr. Morton.

In January, Media General announced that it is suspending the
company's matching contribution on its 401(k) plan effective April
1, 2009, through the end of the year, and the Board of Directors
suspended the dividend on its common stock.  These actions,
together with the furlough, will provide an additional $28 million
in 2009 for debt reduction.

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States. The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations. The Company
also operates more than 75 online enterprises. In March 2008, the
Company completed the purchase of DealTaker.com, an online social
shopping portal.

As reported by the Troubled Company Reporter on April 10, 2008,
Media General Inc., along with its two other equal partners in SP
Newsprint Company, Cox Enterprises, Inc., and The McClatchy
Company, completed the sale of SP Newsprint to White Birch Paper
Company.  Media General received proceeds of approximately
$58 million from the transaction and would use the funds to reduce
debt.  After clearing transaction-related items, most notably
paying taxes in the latter half of 2008, the net reduction in debt
should be approximately $38 million.

Media General would also sell five television stations and had
previously announced signed agreements for three of the stations.
The company is moving forward on the sale of the remaining two
stations.


MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded MEG Energy Corp.'s Corporate
Family Rating to B1 from Ba3 and downgraded its senior first
secured debt ratings to B1 from Ba3.  Facility ratings downgraded
include MEG's now B1 rated US$700 million delayed draw senior
first secured term loan maturing March 2013 and its now B1 rated
undrawn US$50 million senior first secured revolving credit
facility maturing April 2009.  The ratings had been under review
for downgrade since December 2, 2008.

The rating outlook is negative, though it will be considered for a
move to stable when MEG completes the arrangement of a new bank
revolver of up to US$150 million and the raising of approximately
US$500 million of equity.  The new ratings assume that MEG will
complete these financings soon.  Accordingly, the ratings would
need to be revisited if these financings do not proceed.

While Moody's believes MEG will have soon arranged sound liquidity
for ongoing project development, and the project is heavily equity
funded, the rating downgrades also reflect substantially reduced
expected bitumen price realizations and the uncertain margin
impact due to the extended period of time before MEG's full
commercial scale SAGD operations will be up and running and steam-
oil ratios and other cost and economic relationships can be
observed.  The ratings would have upward mobility if these
uncertainties are resolved favorably.

The ratings are supported by MEG's 100% ownership of a world class
large base of long-lived bitumen reserves and indicated favorable
unit costs at its Phase I pilot project, currently producing in
the range of 3,000 barrels per day of bitumen.  However, first
material operating cash flow will not occur until late 2009.  MEG
believes cash flow will rise thereafter on growing production
through first half 2010 and hit full Phase II production of 22,000
Bpd (incremental to Phase I production) by fourth quarter 2010.

Due to market conditions, MEG postponed a third quarter 2008 note
offering and is in the process of negotiating to expand its
revolver to between US$50 million and US$150 million, extend its
maturity to mid-2013, and arrange a large private equity offering
in which it believes existing investors will participate.  As of
January 31, 2009, MEG held C$202 million in cash, which would rise
substantially if MEG completes its US$500 million equity offering.
At year-end 2008, MEG had approximately US$687 million
(C$824 million) in term loans maturing in March 2013 and book net
worth of approximately C$2.2 billion.

Until new equity funding is raised, MEG has been limiting capital
spending to remaining Phase II outlays and a small level of
preliminary Phase IIB and other outlays.  With sharply scaled back
outlays, Moody's estimates that MEG has adequate funding for Phase
II until roughly mid-2009.  First quarter 2009 outlays are set for
just over C$165 million including C$16 million capitalized
interest, second quarter 2009 just over C$76 million, and second
half 2009 at less than C$20 million in capital outlays.  Phase II
production is expected to commence by third, if not second,
quarter 2009.

MEG's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 MEG's core industry; MEG's ratings
are believed to be comparable to those of other issuers with
similar credit risk.

The last rating action was on December 2, 2008 when MEG's existing
ratings were placed under review for possible downgrade.

MEG Energy Corp. is privately held and headquartered in Calgary,
Alberta, Canada.  It is developing a steam-assisted-gravity-
drainage oil sands project that holds approximately 350 million
barrels of net proven bitumen reserves (433 million gross) and
1.532 billion of gross proven plus probable reserves.


MIDWAY GAMES: Signs Deal With Ubisoft to Publish Wheelman
---------------------------------------------------------
Midway Games Inc. entered into a strategic relationship with
Ubisoft to publish Wheelman(TM), the highly-anticipated open-world
driving game starring action-film megastar Vin Diesel as an expert
driver for hire.  Ubisoft will handle sales, marketing, and
distribution of the title in North America, South America,
Australia, New Zealand, France, Germany, Austria, Ireland and the
United Kingdom.  Midway will continue to direct the development of
the title and retains all future rights to the franchise and will
sell the title in all other European territories.

Wheelman is scheduled for a March 24, 2009, ship date in North
America and a March 27, 2009, street date in Europe for the Xbox
360(R) video game and entertainment system from Microsoft, the
PLAYSTATION(R)3 computer entertainment system and Windows PC.  A
pre-launch demo is also planned for the Xbox 360 and PS3.

"We are pleased to be partnering with Midway to bring Wheelman to
stores worldwide," said Tony Key, senior vice president of sales
and marketing, Ubisoft.  "The cutting edge open-world driving
technology in Wheelman should make for an experience that gamers
will enjoy."

"Ubisoft's decision to join Midway in a co-publishing agreement is
a gratifying validation of Wheelman's potential," commented Matt
Booty, president and CEO, Midway.  "Ubisoft has a proven expertise
at bringing new IP to market, which will allow us to reach a
broader consumer segment with Wheelman, while helping Midway to
balance the risk profile of our product portfolio."

"The development team in Newcastle, UK, has fine-tuned and
polished Wheelman, especially in these last few months, to deliver
a true Hollywood blockbuster experience," said Craig Duncan,
studio head, Midway Studios - Newcastle Ltd.  "The demo due out
for Xbox 360 and PS3 will show that Wheelman's new game design
mechanics like cinematic super moves and vehicular combat will
revolutionize driving games."

                        About Tigon Studios

Based in Los Angeles, California, TIGON STUDIOS was founded in
2002 by Vin Diesel with the goal of breaking new ground in
interactive franchise entertainment by bringing strong story, high
production value and interesting and intelligent characters which
can exist in multiple mediums, simultaneously to the gaming and
film & television industries.  TIGON focuses on creating
properties that can be launched in both mediums.

                           About Ubisoft

Ubisoft -- http://www.ubisoftgroup.com/-- is a producer,
publisher and distributor of interactive entertainment products
worldwide and has grown considerably through a strong and
diversified line-up of products and partnerships.  Ubisoft has
teams in 28 countries and distributes games in more than 55
countries around the globe. For the 2007-08 fiscal year, Ubisoft
generated sales of EUR928 million euros.

                       About Midway Games

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


MONEYGRAM INTERNATIONAL: Board OKs 2005 Incentive Plan Amendment
----------------------------------------------------------------
The board of directors of MoneyGram International, Inc., upon
recommendation of the Human Resources and Nominating Committee,
approved these:

   -- MoneyGram International, Inc. 2005 Omnibus Incentive Plan,
      as amended Feb. 9, 2009, subject to approval of the
      stockholders of the Corporation at its next Annual Meeting
      of Stockholders.  The Omnibus Plan was amended to:

     (i) increase the aggregate number of shares that may be
         issued under all Awards under the Omnibus Plan from
         7.5 million to 47 million shares;

    (ii) increase the aggregate number of shares that may be
         granted to an Eligible Person in any calendar year under
         the Omnibus Plan from 500,000 to 10 million shares;

   (iii) revise the Omnibus Plan's definition of Fair Market
         Value from the average of the high and low sales prices
         of the shares on the NYSE on a given date to the closing
         sale price of the shares on the NYSE on a given date;

    (iv) add a definition of Change in Control; and

     (v) add a definition of Qualifying Termination.  In
         addition, certain administrative changes were made to
         the plan.

A full-text copy of the 2005 Omnibus Incentive Plan is available
for free at:

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

   -- Form of Amended and Restated Non-Employee Director
      Indemnification Agreement.  The Non-Employee Director
      Indemnification Agreement w as amended to provide
      flexibility with respect to indemnification of directors as
      allowed by Delaware law and to provide subrogation rights
      to any party with a right to nominate a director.  In
      addition, certain administrative changes were made to such
      agreement.

A full-text copy of the Amended And Restated Non-Employee Director
Indemnification Agreement is available for free at:

               http://ResearchArchives.com/t/s?39a0

   -- Form of Employee Director Indemnification Agreement.  The
      Employee Director Indemnification Agreement provides
      indemnification of employee directors as allowed by
      Delaware law.

A full-text copy of the Employee Director Indemnification
Agreement is available for free at:

               http://ResearchArchives.com/t/s?39a1

                   About MoneyGram International

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

As reported in the Troubled Company Reporter on Nov. 11, 2008,
MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.


MONEYGRAM INTERNATIONAL: Board Sets March 16 as Record Date
-----------------------------------------------------------
MoneyGram International's board of directors has set the close of
business on March 16, 2009, as the record date for stockholders to
receive notice of and to vote at the Company's 2009 Annual Meeting
of Stockholders.  The 2009 Annual Meeting of Stockholders of
MoneyGram International, Inc. is scheduled for May 12, 2009, in
Minneapolis, Minnesota.

Any stockholder proposals for inclusion in MoneyGram's proxy
materials for the Annual Meeting, in order to be considered
timely, must be received by the Corporate Secretary at MoneyGram
International at 1500 Utica Ave. S., M.S. 8010, Minneapolis,
Mnnesota, no later than March 3, 2009.

MoneyGram plans to file with the Securities and Exchange
Commission and make its proxy statement available on its website
on or about March 30, 2009, and advises its stockholders to read
the proxy statement, as it will contain important information
about proposals being voted on at the meeting.

Those proposals will include the:

   1) an increase in the total number of shares of stock which
      the Corporation has the authority to issue from 257,000,000
      to 1,307,000,000;

   2) a reverse stock split to be effected at the discretion of
      the board of directors;

   3) provision of proportional voting of directors;

   4) declassification of the board of directors;

   5) amendments to the MoneyGram International, Inc. 2005
      Omnibus Incentive Plan to, among other things, increase the
      aggregate number of shares that may be issued under all
      awards from 7.5 million to 47 million shares; and

   6) other routine matters.

                   About MoneyGram International

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

As reported in the Troubled Company Reporter on Nov. 11, 2008,
MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.


MUZAK HOLDINGS: Section 341(a) Meeting Slated for March 12
----------------------------------------------------------
Roberta DeAngelis, acting U.S. Trustee for Region 3, will convene
a meeting of creditors of Muzak Holdings LLC and certain of its
subsidiaries on March 12, 2009, at 12:00 p.m. at J. Caleb Boggs
Federal Building, 5th Floor, Room 2112, Wilmington, Delaware.

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

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

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  Kirkland
& Ellis LLP is serving as legal advisor and Moelis & Company is
serving as financial advisor to the Company.  Klehr Harrison
Harvey Branzburg & Ellers has been tapped as local counsel.  In
its bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million.


NEENAH FOUNDRY: Liquidity Concerns Prompt S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Neenah
Foundry Co., including its corporate credit rating to 'CCC+' from
'B'.  The outlook is negative.

"The downgrade reflects our concerns regarding the company's
liquidity, increased leverage, and negative operating performance
trends due to deteriorating conditions in its end markets," said
Standard & Poor's credit analyst John R. Sico.  The company
appears likely to violate covenants if minimum available liquidity
on its revolver falls below the $15 million threshold in the near
term. Neenah's operating performance in key segments has continued
to weaken in fiscal 2009.  Availability under Neenah's revolving
credit facility is just slightly more than its minimum
availability requirement (which would trigger covenant issues).
In S&P's view, weak earnings, capital expenditure requirements,
and high cash interest costs could reduce revolving credit
facility availability and potentially activate financial covenants
that the company could have difficulty meeting.

The ratings on Neenah, Wisconsin-based Neenah Foundry reflect the
company's highly leveraged financial profile and vulnerable
business profile.  Neenah has niche positions in highly cyclical
and competitive metal casting markets.  The casting industry is
fragmented, highly capital-intensive, and subject to volatile
demand, customer pricing pressures, and fluctuations in raw
material prices.

Neenah, which had about $500 million in revenues in the 12 months
ended Dec. 31, 2008, provides a broad line of cast manhole covers,
sewer grates, and other cast-iron products to state and municipal
customers.  Neenah also provides products to makers of components
used in heavy-duty trucks; agricultural equipment; and heating,
ventilating, and air-conditioning products, as well as goods for
other industrial end markets.

Neenah's sales to state and municipal customers usually contribute
relatively stable EBITDA over the business cycle.  However, at
this point, municipal budgets are vulnerable to issues stemming
from both the housing crisis and the economic slowdown.  S&P
believes prospects for municipal business are uncertain in the
near term despite the recent passage of the economic stimulus
plan.  In addition, the protracted decline in the heavy-duty truck
market has affected the company's performance, and the weakening
economic
outlook makes prospects for any near-term recovery in the sector
appear unlikely.

S&P could lower the ratings if the company's liquidity becomes
constrained.  For instance, S&P could lower the ratings if
availability under the revolving credit facility falls below the
$15 million minimum availability requirement and the company
violates its financial covenants.  Additionally, S&P is concerned
that the owners may look to sell its ownership in the company,
or materially change the capital structure, or otherwise impair
the debt holders.  The company faces other operating issues,
including a protracted decline in end markets, volatility of raw
material and energy costs, and the successful operation of the new
mold line and capturing new business.  An outlook revision to
stable or a higher rating would require positive free cash
flow generation and a reduction in debt, which S&P consider
unlikely in the near term.


NESTOR INC: Terminates Employment of Vice President and CFO
-----------------------------------------------------------
Nestor, Inc. disclosed in a filing with the Securities and
Exchange Commission changes in its executive team and entry into
new contracts with executives.

On Feb. 6, 2009, the employment of Ted Klowan, the Company's vice
president and chief financial officer, was terminated.

On Feb. 12, 2009, the Company entered an employment agreement with
Michael C. James, the chief executive officer.

Mr. James' employment agreement provides:

   -- Base salary of $250,000 per year; and

   -- Term from its date and continuing on month-to-month basis
      and may be terminated by either the Company or Mr. James
      with 30 days notice.

On Feb. 12, 2009 the Company also entered an employment and
retention agreement with Brian R. Haskell, Esq., the vice
president, business development and chief legal officer.

Mr. Haskell's employment and retention agreement provides:

   -- Base salary of $165,000 per year;

   -- One-time payment of $50,000 paid on signing; and

   -- Term from its date until 90 days and continuing on a month-
      to-month basis thereafter, and may be terminated by either
      the company or Mr. Haskell with 30 days notice.

The Company also entered into an employment and retention
agreement with Tadas A. Eikinas, the chief technology officer.

Mr. Eikinas' employment and retention agreement provides:

   -- Base salary of $175,000 per year;

   -- One-time payment of $50,000 paid on signing; and

   -- Term from its date until 90 days and continuing on a month-
      to-month basis thereafter, and may be terminated by either
      the company or Mr. Eikinas with 30 days notice.

The Company also entered into an employment and retention
agreement with Brian M. Milette, the company's chief accounting
officer and controller.

Mr. Milette's employment and retention agreement provides:

   -- Base salary of $120,000 per year;

   -- One-time payment of $25,000 paid on signing; and

   -- Term from its date until 90 days and continuing on a month-
      to-month basis thereafter, and may be terminated by either
      the company or Mr. Milette with 30 days notice.

The one-time payments were made in exchange for release of any
severance or other payments that the executive would have been
entitled to if his employment was terminated by the company
pursuant to prior employment agreements, if applicable, and are
subject to a pro-rata "clawback" if the executive terminates his
employment within the initial 90 day term.

                       About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/- provideds
advanced automated traffic enforcement solutions and services to
state and municipal governments.

                     Going Concern Doubt

Carlin, Charron, & Rosen LLP expressed substantial doubt about
Nestor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.


NEW YORK TIMES: Board of Directors Suspends Dividend
----------------------------------------------------
The New York Times Company's Board of Directors on February 19
voted to suspend the quarterly dividend on the Company's Class A
and Class B common stock. In November 2008, the Company reduced
the payout level of its fourth-quarter dividend to $0.06 per from
$0.23 per share in the third quarter of 2008.

"[The] decision provides the Company with additional financial
flexibility given the current economic environment and the
uncertain business outlook," said Arthur Sulzberger, Jr., chairman
of the Company. "We have taken decisive steps to reduce capital
spending, lower operating costs and re-evaluate our assets. Last
month we announced a private financing transaction for $250
million in senior unsecured notes and warrants. We also recently
announced that we are exploring the possible sale of our ownership
interest in New England Sports Ventures, LLC. We expect the
suspension of the dividend, coupled with our other actions, will
help us decrease debt and improve the liquidity of the Company, a
difficult but prudent measure in this operating environment."

"The disruptions of the global economy are affecting all
businesses and industries, especially companies, such as ours,
that generate a significant portion of their revenues from
advertising," said Janet L. Robinson, president and CEO, in early
February when NYT reported a sharp decline in the 4th quarter of
2008 to $63.3 million from $101.5 million in the 2007 fourth
quarter.  The Company said at that time that it was reducing
dividend.

According to MarketWatch, to cope with the current credit crisis,
other media companies have opted to reduce or suspend their
payouts to shareholders in recent months.  CBS Corp. said
Wednesday that it would slash its dividend to 5 cents a share from
27 cents.

                       About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2009,
Moody's Investors Service downgraded The New York Times Company's
senior unsecured rating to Ba3 from Baa3, the commercial paper
rating to Not Prime from Prime-3, and assigned the company a Ba3
Corporate Family Rating, Ba3 Probability of Default Rating, and
SGL-3 speculative-grade liquidity rating. The commercial paper
rating will be withdrawn.  The rating actions conclude the review
for downgrade initiated on October 23, 2008. The rating outlook is
negative.

The TCR said January 22 that Standard & Poor's Ratings Services
indicated its rating and outlook on The New York Times Co. (BB-
/Negative/--) are not affected by the company's announcement of a
private financing agreement with Banco Inbursa and Inmobiliaria
Carso for an aggregate amount of $250 million -- $125 million each
-- in senior unsecured notes due 2015 with detachable warrants.
The senior unsecured notes have a coupon of 14.053%, of which the
company may elect to pay 3% in kind, and will rank equally and
ratably on a senior unsecured basis with all senior unsecured
obligations of the company.  Carlos Slim Helu and members of his
family own Inmobiliaria Carso (which currently holds 6.9% of the
company's class A shares) and are the main shareholders of Grupo
Financiero Inbursa S.A B. de C.V., which is the parent company of
Banco Inbursa.  The New York Times had said proceeds would be used
to pay down existing debt, including its $400 million revolver due
May 2009 (under which a modest amount is currently outstanding).


NEXHORIZON OF CO: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Greg Avery at Denver Business Journal reports that NexHorizon of
CO, Inc., has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Colorado.

Court documents say that NexHorizon listed less than $10,000 in
assets, $100,000 to $1 million in liabilities and 50 to 100
creditors.

According to Denver Business, NexHorizon Communications purchased
cable television systems in the San Diego in 2008.  Denver
Business relates that NexHorizon Communications said in July 2008
that it signed a letter of intent to acquire a small cable
operation in McBain, Michigan.  A deal NexHorizon Communications
disclosed in October 2008 to buy a cable system in Tulsa,
Oklahoma, was put on hold in January 2009, says the report.

NexHorizon Communications, Denver Business reports, warned in its
third-quarter financial results released in November 2008 that it
had a working capital deficit of almost $3 million and needed to
find new sources for funding to continue operations.

Westminster-based NexHorizon of CO, Inc., is a cable television
systems operator.  Daniel Smith incorporated NexHorizon of CO in
Colorado in 2006.  He is also listed as CFO for NexHorizon
Communications Inc. in Westminster, a publicly traded rural cable
and broadband company that shares the same address with NexHorizon
of CO.

The company filed for Chapter 11 bankruptcy protection on February
17, 2009 (Bankr. D. Colo. Case No. 09-12193).


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.


OCWEN LOAN: Moody's Affirms Ratings As Servicer of Subprime Loans
-----------------------------------------------------------------
Moody's Investors Service has affirmed Ocwen Loan Servicing, LLC's
ratings of SQ2- as a primary servicer of subprime residential
mortgage loans and SQ2 as a special servicer.  Moody's ratings
reflect Ocwen's above average collection abilities, strong loss
mitigation results, above average foreclosure and REO timeline
management and below average servicing stability.  Ocwen is a
third-party servicer that specializes in the servicing of subprime
and seriously delinquent loans.  The company's residential
servicing operations are located in West Palm Beach, Florida;
Orlando, Florida; Bangalore, India; and Mumbai, India.

Moody's has increased Ocwen's collections assessment to above
average from average.  The company has a robust technology
infrastructure and solid processes in place in its collections
area including interactive scripting, best-time-to-call software
and weekend hours of operation.  A challenge for the company going
forward will be to manage its rate of abandonment calls in its
collections area to ensure that delinquent borrowers have access
to collections' agents.

As of January 31, 2009, Ocwen's servicing portfolio totaled
approximately 328,000 loans for an unpaid principal balance of
approximately $41.1 billion.

Ocwen Financial Corporation, the holding company of Ocwen, is
publicly-traded on the New York Stock Exchange and rated B2 on
negative outlook for senior unsecured debt.

The previous rating actions for Ocwen's SQ ratings occurred on May
21, 2007.  At that time, Ocwen's SQ2- rating as a Primary Servicer
of subprime loans and SQ2 rating as a Special Servicer were
affirmed.

Moody's SQ ratings represent its view of a servicer's ability to
prevent or mitigate asset pool losses across changing markets.
The rating scale ranges from SQ1 (strong) to SQ5 (weak).  Where
appropriate, a "+" or "-" modifier will be appended to the
relevant rating to indicate a servicer's relative servicing
quality within a particular category. Moody's servicer ratings are
differentiated in the marketplace by focusing on performance
measurement.  SQ ratings for U.S. residential mortgage servicers
incorporate assessments of delinquency transition rates,
foreclosure timeline management, loan cure rates, recoveries, loan
resolution outcomes, and REO management - all critical indicators
of a servicer's ability to maximize returns from mortgage
portfolios.

Moody's servicer ratings also consider the company's ability to
maintain its focus on high quality servicing in an economic
downturn.  Servicing operations can be stressed by the increasing
number of delinquent loans while at the same time increasing the
need for liquidity.  The SQ rating reflects Moody's expectation of
the impact that the servicing will have on the on-going credit
performance of the portfolio.  For this reason, Moody's monitors
SQ ratings based on periodic information provided by servicers and
conducts a formal re-evaluation of its servicer ratings annually.
Moody's analyzes and monitors Ocwen's Primary Servicer of Subprime
rating using the rating methodology.

Moody's analyzes and monitors Ocwen's Special Servicer rating by
evaluating factors determined to be applicable to the special
servicing profile of the entity, such as i) an evaluation of a
servicer's default management abilities including collections,
loss mitigation and foreclosure & REO timeline management, ii) an
analysis of the performance of seasoned loans adjusted for
collateral characteristics, iii) a servicer's financial profile,
organizational structure, corporate governance, operational
procedures and controls, as well as strategic goals and the
ability to react to changes in the marketplace, iv) a review of
the servicer's technology infrastructure, supporting systems and
business continuity planning, v) an evaluation of management
experience, adequacy of staffing, training policies, and staff
turnover rates, and (vi) a comparison of these attributes against
those of other Special Servicers.


OMNIPOTENT INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Omnipotent Investment Company
        dba Omnipotent Properties, LLC
        2901 Virginia Avenue
        Saint Louis, MO 63118

Bankruptcy Case No.: 09-41063

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Rochelle D. Stanton, Esq.
                  745 Old Frontenac Square, Suite 202
                  Frontenac, MO 63131
                  Tel: (314) 991-1559
                  Email: rdenisestanton@yahoo.com

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

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

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

            http://bankrupt.com/misc/moeb09-41063.pdf

The petition was signed by Claude L. Bennett, Jr., president of
the Company.


OMNIPOTENT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Omnipotent Properties, LLC
        2901 Virginia Avenue
        Saint Louis, MO 63118

Bankruptcy Case No.: 09-41103

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor-affiliates filing separate Chapter 11 petitions on
February 13, 2009:

        Entity                                     Case No.
        ------                                     --------
Omnipotent Investment Company                      09-41063

Judge: Barry S. Schermer

Debtor's Counsel: Rochelle D. Stanton, Esq.
                  Rochelle D. Stanton Law Offices
                  745 Old Frontenac Square Suite 202
                  Frontenac, MO 63131
                  Tel: (314) 991-1559
                  Email: rdenisestanton@yahoo.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Aspen Waste                      $5,500.00
13710 Green Ash Court
Earth City, MO 63045

Heartland Bank                   $1,202,834.99
14125 Clayton Road
Chesterfield, MO 63017

Internal Revenue Service         $6,135.00
P.O. Box 21126
Philadelphia, PA 19116

Metropolitan Sewer District      $22,100.00
Attn: Tracy Rodgers
2350 Market Street
Saint Louis, MO 63103

Zions Bank                       $840,000.00
National Real Estate Group
P.O. Box 26304
Salt Lake City, UT 84133

The petition was signed by Alonzo Jenkins, a member of the
company.


OSI RESTAURANT: Tender Offer Won't Affect S&P's 'B-' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
OSI Restaurant Partners LLC (B-/Stable/--) that it has commenced a
tender offer to purchase the maximum aggregate principal amount of
its $550 million 10% senior unsecured notes due 2015 for
$73 million does not affect the rating or outlook on the company.

The tender offer is being conducted as a modified "Dutch auction"
with an acceptable bid price range of $225.00 to $275.00 per
$1,000 principal amount of the notes.  The total consideration
payable for the notes will be based on a formula consisting of a
"base price" per $1,000 principal amount of notes equal to $225.00
(including an early tender payment of $25.00, which holders may
only receive if their notes are tendered prior to 5:00 p.m.
Eastern Standard Time, March 3, 2009) plus a "clearing premium"
not to exceed $50.00.  The offer expires on March 18, 2009.

S&P views this as an opportunistic (rather than a distressed)
offer by the company, as challenging operating conditions in the
casual-dining segment and difficult credit market conditions have
contributed to the heavily discounted trading range for the
unsecured notes.

S&P expects the tender offer to be funded by cash on hand as well
as proceeds from an anticipated equity contribution of at least
$47 million by the OSI HoldCo parent company.  The tender offer is
contingent on OSI receiving this equity contribution, which is
expected to be funded though distributions to OSI HoldCo by one of
its subsidiaries that owns about 360 restaurant properties
subleased to OSI.  OSI had about $170 million in cash as of
Sept. 30, 2008.  While noteholders who accept the offer would
receive a substantial discount to principal value, S&P expects
that their willingness to participate in the transaction would
largely relate to their own investment strategies and/or liquidity
needs.  The unsecured notes do not mature until 2015.

Should the tender be unsuccessful, S&P expects OSI to have
sufficient liquidity to fund its fixed charges over the
intermediate term.  However, covenant cushion under the bank
facilities may narrow due to projected sales declines, partly
offset by cost savings.  As such, S&P may revise the outlook to
negative in the event of an unsuccessful tender offer.  If the
tender offer is successful, S&P anticipate OSI credit measures
will remain in line with the current rating, reflecting OSI's
highly leveraged capital structure.


PACIFIC SHORES: Fitch Junks Ratings on Three Classes of Notes
-------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of notes issued by Pacific Shores CDO,
Ltd./Corp.:

  -- $182,458,956 Class A to 'BBB' from 'AAA'; Outlook Negative;
  -- $96,000,000 Class B-1 to 'CCC' from 'AA';
  -- $16,000,000 Class B-2 to 'CCC' from 'AA';
  -- $23,593,037 Class C to 'C' from 'A'.

The rating actions are primarily due to negative credit migration
in the portfolio and incorporate Fitch's recently updated default
and recovery rate assumptions for analyzing structured finance
collateralized debt obligations.  The class A notes are assigned a
Negative Outlook due to the high concentration of residential
mortgage-backed security in the portfolio which are expected to
continue to face negative pressure while the housing market
stabilizes.

Pacific Shores CDO's portfolio consists of 63.8% RMBS, 18.4% asset
backed securities, 6.7% commercial mortgage backed securities,
6.9% corporate bonds and 4.3% CDOs.  The majority of the
structured finance collateral, 74.3%, was originated in 2002 or
prior, and 25.7% was originated between 2003 and 2005.  The
current Fitch derived weighted average rating of the portfolio is
'B+/B', as compared to 'BBB/BBB-' at the last review on Nov. 22,
2006.  Approximately 40.6% of the current portfolio is rated below
investment grade, with 26.5% considered 'CCC+' or below.  As of
the Dec. 29, 2008 trustee report, 6.6% of the portfolio is
considered defaulted, as per the transaction's governing
documents.

The collateral deterioration has caused the class A/B and C
overcollateralization ratios and the class C interest coverage
ratio to fall below the minimum test levels.  As of the Dec. 29,
2008 trustee report, the class A/B OC test was 102.86%, the class
C OC test was 95.49% and the class C IC test was 107.2% versus the
triggers of 105.3%, 101.8% and 108%, respectively.  Failure of the
A/B OC test to be greater than or equal to 100% would result in an
event of default.  Acceleration of the notes, as a remedy to an
EOD, would result in the redirection of all proceeds to redeem the
class A notes first and would have a negative impact on the class
B and C notes.  As a result of the OC and IC test failures,
interest proceeds are being used to pay down the class A notes and
will continue as long as the OC and IC tests are failing.

Since closing, the class A notes have amortized 65.7% and are
currently supported by investment grade collateral.  Exposure to
assets rated 'CCC+' or below exceeds the credit enhancement
available to the class B-1 and B-2 (class B notes) notes.  The
class B notes are currently receiving interest distributions;
however, based on the rating composition and performance
expectations of the portfolio, principal distributions are less
certain.  The class C notes are currently not receiving interest
payments and are not expected to receive any future distributions.
The ratings of the class A, class B-1 and B-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
rating of the class C notes addresses the likelihood that
investors will receive ultimate interest, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

The rating actions resolve the 'Under Analysis' status issued on
Oct. 14, 2008 following Fitch's announcement of its proposed
criteria revision for analyzing structured finance CDOs.  The
revised criteria report, 'Global Rating Criteria for Structured
Finance CDOs' was published in its final form on Dec. 16, 2008
along with an updated version of the Fitch Portfolio Credit Model
(PCM) that includes additional functionality for analyzing SF
CDOs.  As part of this review, Fitch makes standard adjustments
for any names on Rating Watch Negative or with a Negative Outlook,
downgrading such ratings for default analysis purposes by three
and one notches, respectively.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


PACIFICA OF THE VALLEY: Case Summ. & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Pacifica of the Valley Corporation
        dba Pacifica Hospital of the Valley
        9449 San Fernando Rd.
        Sun Valley, CA 91352

Bankruptcy Case No.: 09-11678

Type of Business: The Debtor operates a hospital

Chapter 11 Petition Date: February 17, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: David Gould, Esq.
                  dgould@davidgouldlaw.com
                  Geoffrey S. Goodman, Esq.
                  ggoodman@foley.com
                  23801 Calabasas Rd., Ste. 2032
                  Calabasas, CA 91302
                  Tel: (818) 222-8092
                  Fax: (818) 449-4803

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Office of Finance, City of     Business Taxes    $1,636,187
L.A.
Attn: Brent Santos
PO Box 53320
Los Angeles, CA 90053-0320
Tel: (213) 427-1871
Fax: (213) 427-1937

Los Angeles County Tax         Property Taxes    $1,308,256
Attn: Mark J. Saladino
Collector Los Angeles
PO Box 54018
Los Angeles, CA 90054-0018
Tel: (213) 974-2111
Fax: (213) 620-7948

Medline Industries Inc.        Trade             $1,173,821
Attn: Lisa Foreman
Dept. LA 21558
Pasadena, CA 91185-1558
Tel: (847) 643-4233
Fax: (847) 643-4233

Serra Medical Clinic           Trade             $643,056
Attn: Arlene O'Neil
9375 San Fernando Road
Sun Valley, CA 91352
Tel: (818) 768-3000
Fax: (818) 504-4690

Walden Medical Group, Inc.     Trade             $637,940
Attn: Mary
2515 North Vermont Avenue
Los Angeles, CA 90027-1242
Tel: (818) 831-6863
Fax: (818) 252-2489

Comprehensive Pharmacy         Trade             $316,259
Services

Health Eligibility Services    Trade             $265,561

Dept. of Water & Power         Utilities         $195,653

Newcourt Leasing               Trade             $157,009
Corporation

US Bank Portfolio Serv         Trade             $139,226

Department of Health           Trade             $138,444
Services

Novatek Medical Rental         Trade             $137,893
Group Inc.

Angelica HeaIthcare Services   Trade             $126,886

American Red Cross             Trade             $114,371

AT&T                           Trade             $98,481

Kovacs, Bruce MD               Trade             $85,000

Hospital Assn. of Southern     Trade             $81,723
Calif.

Special Respiratory Care       Trade             $80,085

RX Relief Inc.                 Trade             $78,846

On Assignment Healthcare       Trade             $72.654

The petition was signed by Paul R. Tuft, chairman of the board.


PASADENA CDO: Fitch Junks Ratings on $26.5 Mil. Class C Notes
-------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by Pasadena
CDO, Ltd. (Pasadena CDO).  Two classes were assigned Stable
Outlook reflecting Fitch's expectation that the ratings will
remain stable over the next one to two years.  Fitch does not
assign Rating Outlooks to any class rated 'CC'.  Two classes are
removed from Rating Watch Negative. These rating actions are
effective immediately:

  -- $164,808,339 class A notes downgraded to 'A' from 'AAA' and
     assigned Outlook Stable;

  -- $66,500,000 class B notes downgraded to 'BB-' from 'AA',
     assigned Outlook Stable and removed from Rating Watch
     Negative;

  -- $26,500,000 class C notes downgraded to 'CC' from 'BBB' and
     removed from Rating Watch Negative.

The rating actions are primarily due to negative credit migration
in the portfolio and incorporate Fitch's recently updated default
and recovery rate assumptions for analyzing structured finance
collateralized debt obligations.

Pasadena CDO's portfolio consists of 56% residential mortgage
backed securities, 28.9% asset backed securities, 11.4% commercial
mortgage backed securities, 2.5% corporate bonds and 1.1% CDOs.
The majority of the structured finance collateral, 62%, was
originated in 2002 or prior and 38% was originated between 2003
and 2005.  Approximately 23.8% of the current portfolio is rated
below investment grade, as compared to 9.4% at the last review in
January 2007, and 13.8% is considered 'CCC+' or below.  As of the
Dec. 31, 2008 trustee report, 9.1% of the portfolio is considered
defaulted, as per the transaction's governing documents, which has
increased from 1% at the last review.

The collateral deterioration within the portfolio has caused the
class C overcollateralization ratio to fall to 97.5%, as of the
Dec. 31, 2008 trustee report, which is below the minimum test
level of 101%.  As a result, interest proceeds are being used to
pay down the class A notes and will continue as long as the OC
test is failing.  The class A notes have amortized 57.4% since
closing and represent 40.8% of the remaining rated notes.

Currently, the class A notes are supported by investment grade
collateral.  The class B notes are receiving current interest
payments and are expected to receive principal distributions once
the class A notes are paid in full.  The exposure to assets rated
'CCC+' or below exceeds the credit enhancement available to the
class C notes.  Due to the placement of the class C OC test, the
class C notes are currently receiving interest distributions;
however, based on the rating composition and performance
expectations of the portfolio, principal distributions are not
expected.  The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.

The ratings of the class A and class B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
rating of the class C notes addresses the likelihood that
investors will receive ultimate interest, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

The rating actions resolve the 'Under Analysis' status issued on
Oct. 14, 2008 following Fitch's announcement of its proposed
criteria revision for analyzing structured finance CDOs.  The
revised criteria report, 'Global Rating Criteria for Structured
Finance CDOs' was published in its final form on Dec. 16, 2008
along with an updated version of the Fitch Portfolio Credit Model
that includes additional functionality for analyzing SF CDOs.  As
part of this review, Fitch makes standard adjustments for any
names on Rating Watch Negative or with a Negative Outlook,
downgrading such ratings for default analysis purposes by three
and one notches, respectively.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


PATTERSON PARK: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Daniel J. Sernovitz at Baltimore Business Journal reports that The
Patterson Park Community Development Corp. has filed for Chapter
11 bankruptcy protection.

Baltimore Business relates that The Patterson Park failed to
renegotiate the terms of almost $1 million in mortgage payments
for properties in Baltimore's Patterson Park neighborhood.

The Patterson Park said in a statement that it "was forced to file
a Chapter 11 bankruptcy case due to the continuing adverse
conditions affecting the economy generally and in direct response
to the actions of one of its lenders."

Citing Patterson Park Chief Restructuring Officer Charles
Goldstein, Baltimore Business states that The Patterson Park was
no longer able to sell its renovated houses and had trouble
keeping up with its debts and mortgage payments, when the
residential real estate market slowed.  The report quoted Mr.
Goldstein as saying, "The market's downfall created this issue for
the CDC."

The Patterson Park retained Whiteford, Taylor, & Preston LLC as
counsel, Baltimore Business reports.

According to court documents, The Patterson Park listed 107
creditors, the largest of which is Baltimore city, which holds a
$196.670.85 claim -- $136,728.51 in property taxes, $32,906.35 in
water bills, and $27,036.09 for an undisclosed bill.  Erin
Sullivan and Edward Ericson Jr. at the Baltimore City Paper
relates that a couple of the creditors -- Baltimore city and FIA
Card Services -- appear a couple of times in the list.  The City
Paper states that FIA Card holds a $130,138.50 claim against The
Patterson Park.

The City Paper says that The Patterson Park's other creditors
include:

     -- Home Depot Credit Services, which is owed $59,188.81;

     -- a Reisterstown construction company Reisterstown called
        NOVO Construction Inc., which is not listed with the
        Maryland Home Improvement Commission as a licensed home-
        improvement company nor with the Maryland Attorney
        General's home builder's list, which is owed $44,597.65;

     -- Walbrook Lumber of Baltimore, which is owed $41,048.06.

     -- Bradford Federal Savings Bank,
     -- Homewood Federal Savings Bank,
     -- M&T Bank,
     -- PNC Bank,
     -- Provident Bank,
     -- K Bank,
     -- SunTrust Bank,
     -- 1st Mariner Bank,
     -- The Patterson Park founder Ed Rutkowski, and
     -- City Paper.

According to The City Paper, about $28,446.68 is owed to Patterson
Acquisition.  The Patterson Park sold to Patterson Acquisition in
June 2006 about 13 homes that it purchased for a total of $299,657
for $1,706,800.  The report says that Patterson Acquisition
doesn't appear to have taken mortgage loans on those properties.

Mr. Goldstein said that he is hoping that the company will be able
to emerge from bankruptcy by working with its creditors, Baltimore
Business reports.

Founded in 1996, The Patterson Park Community Development
Corporation is a nonprofit organization dedicated to revitalizing
one of Baltimore's precious neighborhood legacies.


PATTERSON PARK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patterson Park Community Development Corporation
        2900 East Baltimore Street
        Baltimore, MD 21224

Bankruptcy Case No.: 09-12545

Chapter 11 Petition Date: February 17, 2009

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Brent C. Strickland, Esq.
                  Seven St. Paul Street, Suite 1800
                  Baltimore, MD 21202-1626
                  Tel: (410) 347-8700
                  bstrickland@wtplaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Baltimore City - Property Taxes                  $136,728
Collection Division
200 Holliday St.
Baltimore, MD  21202

FIA Card Services                                $78,442
PO Box 15710
Wilmington, DE  19886-5710

Home Depot Credit Services                       $59,188
P.O. Box 6029
The Lakes, NV  88901-6029

Platinum Plus For Business                       $51,696

NOVO Construction, Inc.                          $44,597

Walbrook Lumber                                  $41,048

Baltimore City - Water                           $32,906
Bureau of Treasury Management

Patterson Acquisition, LLC                       $28,446

City of Baltimore                                $27,036

Friends of Patterson Park                        $25,000

Neighborhood Rental Services                     $25,000

The Hartford                                     $23,333

Krupnik Brothers, Inc.                           $22,625

Baltimore Gas & Electric                         $20,068

Turner Roofing, Inc.                             $16,211

T & D Plumbing & Heating, Inc.                   $14,700

Reico                                            $14,215

Cummins Appliance                                $13,725

Timothy Eric Jones                               $13,387

Eastern Stair Builders of MD                     $12,254

The petition was signed by Charles R. Goldstein, chief
restructuring officer.


PLIANT CORPORATION: Section 341(a) Meeting Slated for March 12
--------------------------------------------------------------
Roberta DeAngelis, acting U.S. Trustee for Region 3 will convene a
meeting of creditors of Pliant Corporation and its affiliated
debtors on March 12, 2009, at 11:00 a.m. at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington , Delaware.

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

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

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.

                             *   *   *

As reported by the Troubled Company Reporter on Oct 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pliant to 'CCC' from 'B-'.  At the same time, Standard &
Poor's lowered the issue rating on the company's first-lien senior
secured notes to 'CCC-' from 'B-' and the second-lien secured
notes to 'CC' from 'CCC'.  "The downgrade reflects heightened
concerns regarding Pliant's ability to refinance pending debt
maturities during the next few months," said Standard & Poor's
credit analyst Ket Gondhan, "particularly given the company's
highly leveraged financial profile and challenging credit market
conditions."


POLAROID CORP: Panel Can Hire Faegre & Benson Local Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Polaroid
Corporation and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the District of
Minnesota to employ Faegre & Benson LLP as its local counsel.

Faegre will represent the committee and perform any legal services
for the committee that are necessary or appropriate in these
Chapter 11 cases.

Dennis Ryan, Faegre & Benson, told the Court that the firm will be
compensated timely for its services and reimbursed for any related
expenses in accordance with the firms' hourly rates and
disbursement policies.

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

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.


POLAROID CORP: Can Hire Houlihan Lokey as Financial Advisor
-----------------------------------------------------------
Polaroid Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Minnesota to
employ Houlihan Lokey Howard & Zukin Capital, Inc. as financial
advisor and investment banker.

Houlihan Lokey is expected to assist and advise the Debtors with
the analysis, evaluation, pursuit and effectuation of a
recapitalization or restructuring of the Debtors' equity and other
indebtedness, obligations or liabilities, which will consist of,
if appropriate and if requested by the Debtors:

   a. assisting the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials, including financial projections, business plan
      presentations, and scenario-driven financial models, in an
      effort to create interest in and to consummate any
      "Transaction";

   b. soliciting and evaluating indications of interest and
      proposals regarding any Transaction from current and
      potential lenders;

   c. assisting the Debtors with the development, structuring,
      negotiation and implementation of any Transaction,
      including, among other things, assisting the Debtors with
      due diligence investigations and participating as a
      representative of the Debtors in negotiations with
      creditors, their advisors, and other parties involved in
      any Transaction;

   d. assisting the Debtors in valuing the Debtors and, as
      appropriate, valuing the Debtors' assets or operations,
      provided that any real estate or fixed asset appraisals
      will be undertaken by outside appraisers, separately
      retained and compensated by the Debtors;

   e. providing expert advice and testimony regarding financial
      matters related to any Transaction;

   f. advising and attending meetings of the Debtors' boards of
      directors, Debtors' creditor groups, official
      constituencies and other interested parties, as the Debtors
      determine to be necessary or desirable; and

   g. providing other financial advisory services as may be
      agreed upon by Houlihan Lokey and the Debtors.

Stephen Spencer, director of Houlihan Lokey, told the Court that
the firm will be paid for its services and reimbursed for any
related expenses.  Houlihan Lokey is also authorized to apply for
allowance of its professional fees and expenses not more than once
every 90 days.

Houlihan Lokey agreed to these terms of compensation:

   a. Initial Fee: In addition to the other fees provided for in
      the Engagement Agreement, upon the execution of the
      Engagement Agreement, the Debtors will pay Houlihan Lokey a
      nonrefundable cash fee of $300,000, which will be earned
      upon Houlihan Lokey's receipt thereof in consideration of
      Houlihan Lokey accepting this engagement;

   b. Monthly Fees: In addition to the other fees provided for in
      the Engagement Agreement, upon the first monthly
      anniversary of the Effective Date, and on every monthly
      anniversary of the Effective Date during the term of this
      Agreement, the Debtors will pay Houlihan Lokey in advance,
      without notice or invoice, a nonrefundable cash fee of
      $150,000, subject to the limitations on monthly fees;

   c. Transaction Fee: In addition to the other fees provided for
      in the Engagement Agreement, the Debtors will pay Houlihan
      Lokey these transaction fee:

      -- Restructuring Transaction Fee.  Upon the date of
         confirmation of a plan of reorganization under Chapter
         11 of the Bankruptcy Code pursuant to an order of the
         applicable bankruptcy court Houlihan Lokey will earn,
         and the Company will promptly pay to Houlihan Lokey, a
         cash fee of 1.25% of the value of the Debtors determined
         by the bankruptcy court as stated in the Debtors'
         disclosure statement;

      -- Sale Transaction Fee.  Upon the closing of a Sale
         Transaction, Houlihan Lokey will earn, and the Debtors
         will thereupon pay immediately and directly from the
         proceeds of the Sale Transaction, as a cost of the Sale
         Transaction, a cash fee  of 1.25% of Aggregate Gross
         Consideration as defined in Section 7 of the Engagement
         Agreement; and

      -- Financing Transaction Fee.  Upon the closing of each
         Financing Transaction, Houlihan Lokey will earn, and the
         Debtors will thereupon pay immediately and directly from
         the proceeds of the Financing Transaction, as a cost of
         the Financing Transaction;

   d. Expenses: In addition to all of the other fees and expenses
      described in the Engagement Agreement, and regardless of
      whether any Transaction is consummated, the Debtors will,
      upon Houlihan Lokey's request, reimburse Houlihan Lokey for
      its reasonable out-of-pocket expenses incurred from time to
      time in connection with its services hereunder.

   e. Post-Termination Services: If Houlihan Lokey is required to
      render services not described herein, but which relate
      directly or indirectly to the subject matter of the
      Engagement Agreement, the Debtors will pay Houlihan Lokey
      additional fees to be mutually agreed upon for the
      services, plus reasonable related out-of-pocket costs and
      expenses, including, among other things, the reasonable
      legal fees and expenses of Houlihan Lokey's counsel in
      connection therewith.

Houlihan Lokey is expected to submit regular monthly invoices to
the Debtors for 80% of the monthly fee and 100% of monthly costs,
with copies to the committee.

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

                    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.


POLAROID CORPORATION: Court OKs Paul Hastings as Panel's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Polaroid
Corporation and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the District of
Minnesota to employ Paul, Hastings, Janofsky & Walker LLP as its
counsel.

Paul Hastings is expected represent the committee, perform any and
all legal services for the Committee that are necessary or
appropriate in connection with these chapter 11 cases.

Richard A. Chesley, a member of the law firm of Paul, Hastings,
Janofsky & Walker LLP, told the Court that the firm will be
compensated timely for its services and reimbursed for any
related expenses in accordance with the firm's normal hourly rates
and disbursement.

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

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.


PPA HOTELS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: P.P.A. Hotels, LLC
        909 South 8th Street
        Rogers, AR 72756

Bankruptcy Case No.: 09-70633

Chapter 11 Petition Date: February 16, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: J. Robin Pace, Esq.
                  Attorney at Law
                  2106 S. Walton, Ste. D
                  Bentonville, AR 72712
                  Tel: (479) 273-7020
                  Fax: (479) 273-7074
                  Email: robinpace@cox-internet.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/arwb09-70633.pdf

The petition was signed by Christopher Talley.


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 at: 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)


REAL ESTATE VII: Aimco Names General Partners' President as CIO
---------------------------------------------------------------
Real Estate Associates Limited VII disclosed in a regulatory
filing that Apartment Investment and Management Company promoted
David Robertson to president and chief investment officer of
Aimco.

Mr. Robertson will become chief financial officer of Aimco on
March 1, 2009.  Mr. Robertson is currently president, chief
executive officer and director of National Partnership Investments
Corp. or the Corporate General Partner.

Aimco also disclosed that Thomas M. Herzog, executive vice
president and chief financial officer of aimco and chief financial
officer and executive vice president of the Corporate General
Partner, is resigning from those positions effective March 1,
2009, after the finalizing of Aimco's Annual Report on Form 10-K.
In order to provide for an orderly transition, Mr. Herzog will
continue in an advisory capacity to Aimco after his departure.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the partnership are National Partnership
Investments Corp. and National Partnership Investments Associates
II.  As of June 30, 2008, the company holds limited partnership
interests in eleven Local Limited Partnerships.  In addition, the
company holds a general partner interest in REA IV, which in turn,
holds limited partner interests in eleven additional Local Limited
Partnerships.

In total, the company holds interests, either directly or
indirectly through REA IV, in twenty-two Local Limited
Partnerships which own residential low income rental projects
consisting of 1,579 apartment units.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1,801,000 and total liabilities of $20,340,000, resulting in a
partner's deficit of $18,539,000.

                       Going Concern Doubt

Ernst & Young LLP, in Greenville, South Carolina, expressed
substantial doubt about Real Estate Associates Limited VII's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company
continues to generate recurring operating losses.  In addition,
notes payable and related accrued interest totaling approximately
$19,858,000 are in default due to non-payment.


REALTY MORTGAGE: Voluntary Chaeter 11 Case Summary
--------------------------------------------------
Debtor: Realty Mortgage Corporation
        215 Katherine Drive
        Flowood, MS 39232

Bankruptcy Case No.: 09-00544

Chapter 11 Petition Date: February 18, 2009

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Debtor's Counsel: Craig M. Geno, Esq.
                  cmgeno@harrisgeno.com
                  Harris Jernigan & Geno, PLLC
                  587 Highland Colony Pkwy.
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Tommy F. Taylor, Jr., president.


RECYCLED PAPER: Court Confirms Plan of Reorganization
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed the plan of reorganization of Recycled Paper Greetings
Inc.

According to Bloomberg's Bill Rochelle, the plan was unanimously
accepted before the Chapter 11 filing by the holders of the first-
and second-lien debt.  The plan provides for these terms:

  -- Unsecured creditors are to be paid
     in full.

  -- Holders of first-lien debt will receive $12.4 million cash
     and notes for $34.4 million

  -- Second-lien holders are to have notes for $13.15 million.

The Chapter 11 plan is built around the sale of its business to
American Greetings Corp., which purchased 52% of the first-lien
debt in July.  Recycled Paper Greetings previously rejected its
management services agreement with "out-of-the-money" equity
sponsor, Monitor Clipper Partners.

The Plan effectuates the restructuring of the Debtors by the
implementation of an Agreement, dated December 30, 2008, among
RPG, RPG Holdings and American Greetings Corporation, under which
the Debtors would be relieved of the debt incurred in connection
with MCP's leveraged buy-out of RPG in December 2005.  The Debtors
believe that the Plan and the Agreement represent the best
possible outcome for the Debtors' stakeholders.

The Prepetition Lenders hold approximately $207 million of secured
debt, incurred to effect MCP's highly leveraged majority share
acquisition of RPG in the LBO.  All of the Prepetition Lenders
have voted in favor of the POR, which provides for recoveries to
them that are substantially less than the amount of their secured
claims.  Thus, MCP's equity interests are worthless, RPG asserted.

                       About Recycled Paper

Headquartered in Chicago, Illinois, Recycled Paper Greetings Inc.
designs, manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.  RPG is the
third largest greeting card company in North America.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 2, 2009 (Bankr. D. Del. Lead Case No. 09-10002).  Michael F.
Walsh, Esq. and Rachel Ehrlich Albanese, Esq., at Weil, Gotshal &
Manges LLP, represent as the Debtors' bankruptcy counsel.  Mark D.
Collins, Esq., Chun I. Jang, Esq., and Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., represents as the Debtors' local
counsel.  The Debtor proposed Rothschild Inc. as financial and
restructuring advisor and Kurtzman Carson Consultants LLC as
claims and noticing agent.  When the Debtors filed for protection
from their creditors, they listed assets and debts between
$100 million to $500 million each.


RML CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: RML Capital Investment, LLC
        383 W. Galena Blvd.
        Aurora, IL 60506

Bankruptcy Case No.: 09-04609

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
John M. Schoppe                                    09-04652
Premier Homes, LLC                                 09-04654
Highland Real Estate of Aurora, Inc.               09-04656

Chapter 11 Petition Date: February 13, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: John A. Lipinsky, Esq.
                  Coman & Anderson, P.C.
                  2525 Cabot Drive, Suite 300
                  Lisle, IL 60532
                  Tel: (630) 428-2660
                  Email: jlipinsky@comananderson.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ilnb09-04609.pdf

The petition was signed by John M. Schoppe, Sole Member of the
Company.


ROBERT BEERNTSEN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Robert W. Beerntsen
        and Carole A. Beerntsen
        1125 Moraine Way #1
        Green Bay, WI 54303

Bankruptcy Case No.: 09-21735

Chapter 11 Petition Date: February 17, 2009

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

Judge: Margaret Dee McGarity

Debtor's Counsel: Jessica J. King, Esq.
                  Steinhilber, Swanson, Mares, Marone & Mc
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920)235-6690
                  Fax: (920) 426-5530
                  Email: Jking@oshkoshlawyers.com

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/wieb09-21735.pdf

The petition was signed by Robert W. Beerntsen.


RODNEY FARMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rodney Farms, Inc.
        P.O. Box 902
        Scottsville, NY 14546

Bankruptcy Case No.: 09-20341

Chapter 11 Petition Date: February 16, 2009

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

Debtor's Counsel: David H. Ealy, Esq.
                  Trevett, Lenweaver & Salzer, P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  Email: dealy@trevettetal.com

Total Assets: $1,305,990

Total Debts: $492,871

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

            http://bankrupt.com/misc/nywb09-20341.pdf

The petition was signed by Barbara Galbraith, President of the
company.


REICHHOLD INDUSTRIES: Moody's Cuts CFR to B2 on Likely Low Sales
----------------------------------------------------------------
Moody's Investors Service downgraded Reichhold Industries, Inc.'s
Corporate Family Rating to B2 from B1, and the rating on its
$195 million senior unsecured notes due 2014 to B3 from B2.  The
loss given default assessment on the senior notes was moved to
LGD5 from LGD4 as a result of changes to the company's liability
structure.  This action concludes the ratings review commenced on
December 10, 2008.  The outlook for the company's ratings is
negative.  These summarizes the ratings activity:

Reichhold Industries, Inc.

Ratings downgraded:

* Corporate Family Rating -- B2 from B1

* Probability of Default Rating -- B2 from B1

* $195 million of senior unsecured notes due 2014 -- B3 (LGD5,
  71%) from B2 (LGD4, 61%)

* Outlook: negative

The downgrade to a B2 CFR reflects Moody's expectations that the
difficult market conditions faced by the company in many of its
key end markets (e.g., residential housing, construction, marine)
and the global economic slowdown will continue to result in
depressed sales volumes and profitability for Reichhold throughout
2009.  Lower volumes and selling prices in 2009 are expected to
pressure margins and could strain the company's liquidity position
despite the positive impact lower raw material and energy
commodity prices have had on the cost of goods sold and working
capital requirements.  It is not expected that the company will
produce positive free cash flow over the next twelve months,
despite expected actions by the company to reduce costs and manage
its liquidity through lower capital expenditures and limiting
dividends.

The negative outlook reflects expectations that the ratings could
come under further pressure if Reichhold's margins and cash flow
metrics fall below levels that would be supportive of its B2 CFR
on a sustained basis, economic conditions keep the volumes
materially depressed, and/or liquidity becomes overly constrained.

Moody's last rating action for Reichhold was on December 10, 2008,
when Moody's put Reichhold's ratings under review for a possible
downgrade.

Reichhold is a leading supplier of unsaturated polyester resins
for composites applications and of resins and other polymers for
coatings applications.  It manufactures over one billion pounds of
thermoset resins and gelcoats annually.  Products are typically
sold to a broad base of customers primarily for industrial
purposes.  Reichhold's sales for the LTM period ending September
30, 2008, were approximately $1.35 billion.


ROSEMENT CLO: Fitch Junks Ratings on $12 Mil. Class D Notes
-----------------------------------------------------------
Fitch Ratings downgrades one class and affirms four classes of
notes issued by Rosemont CLO, Ltd./Corp. and assigns Rating
Outlooks to four classes:

--$94,780,485 class A affirmed at 'AAA'; Outlook Stable;
--$18,000,000 class B-1 affirmed at 'A'; Outlook Stable;
--$7,000,000 class B-2 affirmed at 'A'; Outlook Stable;
--$13,200,000 class C affirmed at 'BBB+'; Outlook Negative;
--$12,000,000 class D downgraded to 'CCC' from 'BBB'.

Rosemont is a cash flow collateralized loan obligation that closed
in January 2002 and is managed by Deerfield Capital Management
LLC.  Rosemont is currently in its amortization period which began
in January 2007.  The portfolio is comprised of 98% senior secured
loans with the balance consisting of second lien loans.  The three
largest Fitch industry categories represented in the Rosemont
portfolio are gaming, leisure & entertainment (12.1%), banking &
finance (10.2%), and healthcare (9%).

The average credit quality of the portfolio as of the latest
trustee report dated Jan. 7, 2009 is 'BB-/B+', which is unchanged
from the last review in December 2007.  The issuer is currently
passing the maximum weighted average Fitch rating factor test.
Defaulted securities of $10.1 million represent approximately 6.3%
of the portfolio balance. Roughly 7.5% of the portfolio was rated
'CCC+' or lower.  In addition, assets on Rating Watch Negative or
with a Negative Outlook by at least one rating agency totaled 6.2%
and 23%, respectively, of the portfolio balance.  In accordance
with Fitch's Corporate CDO criteria, Fitch makes standard downward
adjustments for any names on Rating Watch Negative by two notches
or Outlook Negative by one notch.

Class A notes have received $157.2 million, or 62.4%, of their
initial balance since the start of the amortization period.  The
credit enhancement of the class A and B notes has improved as a
result of this amortization.  Fitch affirms and assigns a Stable
Rating Outlook to the class A and B notes primarily due to the
improvement in credit enhancement available to these notes.

The improvement in the class C and D credit enhancement was offset
by deterioration in the portfolio as noted above.  At this time,
the credit enhancement available to the class C note is consistent
with a 'BBB+' rating.  If realized Recovery Rates on current and
future defaults are lower than historically observed, the class C
notes may experience downward rating pressure.  Therefore Fitch
assigns a Negative Rating Outlook to the class C notes.

Fitch downgrades the class D notes to 'CCC' to reflect the
expected losses on the defaulted assets currently held in the
portfolio.  This rating change also considers the impact of future
defaults on the portfolio given the profile of assets rated 'CCC+'
and lower, on Rating Watch Negative or Negative Outlook.  Fitch
does not assign Rating Outlooks to structured finance bonds rated
'CCC' and below.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B-1, B-2, C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

On April 30, 2008, Fitch released updated rating criteria for
Corporate CDOs, which was used for this analysis.  For more
information, please refer to the reports titled 'Global Rating
Criteria for Corporate CDOs' and 'Global Criteria for Cash Flow
Analysis in Corporate CDOs' available on Fitch's web site at
'www.fitchratings.com'.

With these rating actions, Fitch assigns Outlooks to the class A,
B and C notes in accordance with its report 'Introducing Rating
Outlooks for U.S. Structured Finance Bonds' dated Sept. 11, 2008.
Fitch's Rating Outlooks indicates the likely direction of any
rating change over a one- to two-year period and may be Positive,
Negative, Stable or, occasionally, Evolving.


SCFR LIMITED: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: SCFR Limited
                Canon's Court
                22 Victoria Street
                Hamilton
                M12, Bermuda

Case Number: 09-50273

Involuntary Petition Date: February 17, 2009

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Petitioner's Counsel: Henry P. Baer, Esq.
                      hbaer@fdh.com
                      Finn Dixon & Herling, LLP
                      177 Broad Street, 15th Floor
                      Stamford, CT 06901-2048
                      Tel: (203) 325-5000
                      Fax: (203) 325-5001

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Windmill Management LLC        fees unpaid and due  $532,332
3 Pickwick Plaza
Suite 400
Greenwich, CT 06830


SEMGROUP LP: Creditors Committee Sues for CEO Kivisto
-----------------------------------------------------
The official committee of unsecured creditors for SemGroup L.P.,
has commenced a suit against former Chief Executive Thomas
Kivisto.

According to Bloomberg's Bill Rochele, the Creditors Committee
alleged that Mr. Kivisto, who was put on administrative leave in
July and fired "for cause" in October, alleging he used his
control of the company to cause SemGroup to finance his personal
investments.  The creditors panel, according to the report, wants
$362 million in restitution.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SOCIETY OF JESUS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Society of Jesus, Oregon Province
        P.O. Box 86010
        Portland, OR 97286-0010

Type of Business: 09-30938

Chapter 11 Petition Date: February 17, 2009

Court: District of Oregon

Judge: Elizabeth L Perris

Debtor's Counsel: Alex I Poust, Esq.
                  apoust@schwabe.com
                  Howard M. Levine, Esq.
                  howard@sussmanshank.com
                  Thomas W. Stilley, Esq.
                  tom@sussmanshank.com
                  Sussman Shank LLP
                  1211 SW 5th Ave., #1600-1900
                  Portland, OR 97204
                  Tel: (503) 222-9981

Total Assets: $4,820,386

Total Debts: $61,775,829

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
A. A.                          tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185

C. F.
c/o Michelle Menely, Esq.      tort claim        $5,000,000
600 University St. Ste 2100
Seattle, WA 98101-4185

F. V.
c/o Michelle Menely, Esq.      tort claim        $5,000,000
600 University St. Ste 2100
Seattle, WA 98101-4185

G. V.                          tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185
Tort Claim Unliquidated

J. E.
c/o Michelle Menely, Esq.      tort claim        $5,000,000
600 University St. Ste 2100
Seattle, WA 98101-4185
Tort Claim Unliquidated
Disputed

J. M.                          tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185
Tort Claim Unliquidated
Disputed

J. Mc.                         tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185

J. V.                          tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185

M. A.                          tort claim        $5,000,000
c/o Michelle Menely, Esq.
600 University St. Ste 2100
Seattle, WA 98101-4185

P. K. 2                        tort claim        $5,000,000
c/o Michelle Menely
600 University St. Ste 2100
Seattle, WA 98101-4185

Jesuit Conference, Inc.        tort claim        $529,460
Attn: Rev Thomas P. Gaunt,
      SJ
1016 - 16th St NW, Ste 400
Washington, DC 20036

Omak Area Abuse Claimants                        $200,000
c/o John D. Allison, Esq.
West 2208 Second Avenue
Spokane, WA 99204

Brissett, Cormac               tort claim        $75,136

Society of Jesus, Rome         vendor            $75,066

CA-V                           tort claim        $75,000

CV-R                           tort claim        $75,000

D. P.                          tort claim        $75,000

J. P.                          tort claim        $75,000

L. T.                          tort claim        $75,000

P. S.                          tort claim        $75,000

The petition was signed by Michael A. Tyrrell, S.J., treasurer.


SOUTHLAND CHRYSLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Southland Chrysler, Inc.
        P.O. Box 5709
        Cordele, GA 31015

Bankruptcy Case No.: 09-10272

Chapter 11 Petition Date: February 13, 2009

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

Judge: James D. Walker Jr.

Debtor's Counsel: James P. Smith, Esq.
                  Stone & Baxter, LLP
                  Fickling & Co. Building, Suite 800
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: jsmith@stoneandbaxter.com

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

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

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

            http://bankrupt.com/misc/nysb08-15173.pdf

The petition was signed by William H. Davis, Jr., President of the
company.


SPECTRUM BRANDS: Sec. 341 Meeting of Creditors Slated for March 4
-----------------------------------------------------------------
Nancy Ratchford, Assistant U.S. Trustee for Region 7, will
convene a meeting of creditors in Spectrum Brands, Inc., and its
affiliates' Chapter 11 cases on March 4, 2009, at 1:00 p.m., at
Room 333, at 615 E. Houston Street, Suite 533, in San Antonio,
Texas.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Final DIP Financing Hearing Slated for March 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
convene a hearing March 4, 2009, to consider final approval of the
request of Spectrum Brands, Inc. and its affiliates to borrow up
to $235,000,000 in postpetition secured financing.

The Debtors obtained interim permission to obtain up to
$235,000,000 of DIP Loans from a consortium of lenders led by
Wachovia Bank, National Association, as administrative agent.

The DIP commitment consists of:

(i) Revolving Loans in an amount up to $190 million, subject
     to the Borrowing Base and other terms described in the DIP
     Agreement, including a letter of credit facility up to a
     maximum of $20 million and a swingline facility up to a
     maximum of $20 million; and

(ii) a Supplemental Loan, in the form of an asset based
     revolving loan, in an amount up to $45 million.

The Revolving Loans will be extended by these banks and financial
institutions:

  Wachovia Bank, National Association         $42,222,222
  Bank of America, NA                          42,222,222
  General Electric Capital Corporation         31,666,666
  Wells Fargo Foothill, LLC                    31,666,666
  The CIT Group/Commercial Services, Inc.      16,888,888
  Landsbanki Commercial Finance                12,666,666
  Allied Irish Banks, p.l.c.                   12,666,666

Pursuant to the Interim DIP Order dated February 5, 2009,
proceeds from the DIP Loans will be used in accordance with a 13-
Week Budget, a full-text copy of which is available for free
at http://bankrupt.com/misc/spectrumdipbudget.pdf

The Debtors will be presenting these documents and witnesses at
the Final DIP hearing:

  * Kent J. Hussey, Joshua Scherer and Anthony Genito as
    witnesses;

  * 13-Week Cash Flow;

  * Assumptions to 13-Week Cash Flow;

  * Intercreditor Agreement, dated September 28, 2007, among
    Spectrum Brands, the Subsidiary Loan Parties, Goldman Sachs
    Credit Partners, L.P., as collateral agent for the Term
    Secured Parties and Wachovia Bank, N.A., as collateral agent
    for the Revolving Secured Parties;

  * Ratification and Amendment Agreement, dated February 3,
    2009, by and among Wachovia Bank, as administrative agent,
    collateral agent, and supplemental loan lender, Spectrum
    Brands, as borrower, and the Subsidiary Loan Parties;

  * DIP Comparison Analysis; and

  * Commitment Letter, dated February 4, 2009, to Spectrum
    Brands from Goldman Sachs Lending Partners, LLC, Caspian
    Select Credit Master Fund, Ltd., Castlerigg Master
    Investments, Ltd., and Silver Point Finance, LLC.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Seeks Permission to Hire Skadden Arps as Counsel
-----------------------------------------------------------------
Pursuant to Sections 327(a) and 329 of the Bankruptcy Code,
Spectrum Brands, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated law
practice entities as their bankruptcy co-counsel, nunc pro tunc
the Petition Date.

The Debtors, according to Anthony L. Genito, the Debtors'
executive vice president and chief financial officer, have
selected Skadden Arps because of its extensive knowledge of the
Debtors' businesses and financial affairs, its general experience
and knowledge, and its recognized expertise in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.

Skadden Arps, Mr. Genito relates, has a long-standing
relationship with the Debtors, having served as counsel to the
Debtors for several years in a variety of matters including
several financing transactions, class action and derivative
action lawsuits, and general securities law advice.

As a result of the firm's long-term relationship with the Debtors
and its role in advising the Debtors with respect to
restructuring issues, Skadden Arps has extensive background,
knowledge and understanding of the Debtors' operations and
businesses and is therefore well-suited to serve as bankruptcy
co-counsel, Mr. Genito says.

The Debtors desire to employ Skadden Arps under a general
retainer because of the extensive legal services that will be
required in connection with these cases and the firm's
familiarity with the businesses of the Debtors.

As co-counsel, Skadden Arps will:

  (a) advise the Debtors with respect to their powers and
      duties as debtors and debtors in possession in the
      continued management and operation of their businesses and
      properties;

  (b) negotiate and advise the Debtors with respect to
      debtor in possession financing and exit financing;

  (c) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the cases, including all of
      the legal and administrative requirements of operating in
      Chapter 11;

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

  (e) prepare, on behalf of the Debtors, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

  (f) prepare and negotiate on the Debtors' behalf the plan
      of reorganization, disclosure statement, and all related
      or similar agreements or documents, and taking any
      necessary action on behalf of the Debtors to
      obtain confirmation of the plan;

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

  (h) perform other necessary legal services and providing
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases; and

  (i) appear g before the Court, any appellate courts, and the
      United States Trustee and protecting the interests of the
      Debtors' estates before these courts and the United States
      Trustee.

For their professional services, the Debtors will pay Skadden
Arps based on its hourly rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Partners                           $730 to 1,050
  Counsel and Special counsel           695 to 835
  Associates                            360 to 680
  Legal assistants                      175 to 295

The Debtors will also reimburse Skadden Arps for their reasonable
and necessary out-of-pocket expenses incurred in the rendition of
its services with the Debtors.

The Debtors have paid Skadden Arps $750,000 for its professional
services on behalf of the Debtors.  Within the one-year period
preceding the Petition Date, the total aggregate amount of fees
earned and expenses incurred by Skadden Arps on behalf of the
Debtors in contemplation of these cases was approximately
$4,137,225.

D.J. Baker, Esq., a member at Skadden, Arps, Slate, Meagher &
Flom, LLP, assures the Court that his firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code and as modified by Section 1107(b).  Skadden
Arps, he adds, does not hold or represent any interest adverse to
the estates.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Seeks Court OK to Engage W. Kingman as Co-Counsel
------------------------------------------------------------------
Pursuant to Sections 327(a) and 329 of the Bankruptcy Code,
Spectrum Brands, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Texas to employ
the Law Offices of William B. Kingman, P.C., as their bankruptcy
co-counsel, effective as of the Petition Date.

Anthony L. Genito, executive vice president and chief financial
officer of Spectrum Brands, Inc., informs the Court that William
Kingman will serve as the Debtors' bankruptcy co-counsel with
Skadden, Arps, Slate, Meagher & Flom, LLP, and the law firm of
Vinson & Elkins L.L.P., and handle specific bankruptcy matters as
directed by the Debtors.

The Debtors, Mr. Genito relates, have selected William Kingman
because of the firm's extensive knowledge of the Western District
of Texas' local rules and procedures, its general experience and
knowledge, Mr. Kingman's board certification in Business
Bankruptcy Law with the Texas Board of Legal Specialization, and
his expertise in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

The Debtors desire to employ Mr. Kingman under a general
retainer.  As bankruptcy co-counsel, Mr. Kingman will:

  (a) advise the Debtors with respect to their powers and
      duties as debtors and debtors in possession in the
      continued management and operation of their businesses and
      properties;

  (b) negotiate and advise the Debtors with respect to
      debtor in possession financing and exit financing;

  (c) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the cases, including all of
      the legal and administrative requirements of operating in
      chapter 11;

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

  (e) prepare, on behalf of the Debtors, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

  (f) negotiate on the Debtors' behalf the plan of
      reorganization, disclosure statement, and all related or
      similar agreements and/or documents, and taking any
      necessary action on behalf of the Debtors to obtain
      confirmation of the plan;

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

  (h) perform other necessary legal services and providing
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases; and

  (i) appear before the Court, any appellate courts, and the
      United States Trustee and protecting the interests of the
      Debtors' estates before such courts and the United States
      Trustee.

The Debtors will pay Mr. Kingman based on its hourly rates:

  Professional                         Hourly rate
  ------------                         -----------
  William B. Kingman, Esq.                 $300
  Paralegals                                $75

With respect to restructuring matters, the Debtors paid the firm
an initial retainer of $50,000 on January 30, 2009, to satisfy
prepetition fees and expenses of $8,596, with the remaining
$41,403 balance to satisfy all or a portion of the firm's Court-
approved postpetition fees.

William B. Kingman, Esq., a shareholder and president of the Law
Offices of William B. Kingman, P.C., assures the Court that his
firm has no interest adverse to the Debtors and is a
"disinterested person" as term is defined in Section 327 of the
Bankruptcy Code.  Mr. Kingman further states that his firm has no
connections with the Debtors, creditors or any other parties-in-
interest in these bankruptcy cases.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPRINT NEXTEL: Implements Discounts to Keep Subscribers
-------------------------------------------------------
Amol Sharma and Roger Cheng at The Wall Street Journal report that
Sprint Nextel Corp. will implement discounts to counter subscriber
loss, after new marketing campaign and improved customer service
have failed to do so.

According to WSJ, Sprint has lost 1.3 million subscribers in the
fourth quarter 2008, bringing total losses for 2008 to
4.6 million and ending the year with about 49.3 million
subscribers.

Sprint, WSJ relates, said that it is making some progress and
predicts subscriber losses will lessen in 2009.  Sprint could
undercut rivals on pricing, WSJ says.  Spring CEO Dan Hesse said
that the firm's marketing will increasingly highlight the savings
of the company's monthly plans versus other carriers, according to
the report.  The report notes that Sprint plan with unlimited
calling, text, e-mail, Web access, and navigation costs $99.99 per
month, while similar plans from AT&T and Verizon are $139.99.
Sprint also added to the plan a laptop broadband access for a
total of $149.99 per month, compared with $199.99 for similar
bundles with AT&T and Verizon, the report says.

WSJ states that Sprint's Boost Mobile unit added a $50 monthly
prepaid plan for unlimited calling, text messaging, and Web
surfing.  Citing telecom operator consultant Rory Altman, WSJ says
that Sprint has to get more aggressive in its pricing to stop
market-share losses.

According to WSJ, analysts said that carriers risk "cannibalizing"
their business if they market discounted plans too aggressively.
Sprint has so far seen "negligible" numbers of higher-paying users
switching to the $50 Boost plan, WSJ says, citing Mr. Hesse.  WSJ
notes that pricing changes alone won't revive Sprint's business.
Mr. Hesse, WSJ relates, admitted that Sprint must repair an image
that became associated with poor client service and inferior
network quality in 2007 and that the company has been ramping up
spending on television ads.

Carrying a hit phone such as Apple Inc.'s iPhone also would
attract subscribers.

Sprint, WSJ states, said that it has had success with devices like
Samsung Electronics Co.'s Instinct and that it is optimistic about
the Pre from Palm Inc.  WSJ relates that Sprint hasn't had a phone
that lures significant numbers of clients away from rivals.

WSJ reports that Mr. Hesse told investors on a conference call on
Thursday that Sprint has cash to meet debt obligations at least
through 2010.

            Fourth Quarter and Full-Year 2008 Results

Sprint reported fourth quarter and full-year 2008 financial
results.  The company generated $536 million of Free Cash Flow* in
the quarter, and $1.8 billion for full-year 2008.  During the
quarter, the company repaid approximately $1 billion in principal
of debt and received $213 million in proceeds at the closing of
the Clearwire transaction.  As of Dec. 31, 2008, the company had
$3.7 billion of cash and cash equivalents and $1.4 billion of
borrowing capacity available under its revolving bank credit
facility, for a total liquidity of $5.1 billion.

The company reported consolidated net operating revenues of
$8.4 billion and a diluted loss per share of 57 cents.  Full-year
2008 revenues were $35.6 billion.  The company recorded a non-cash
goodwill impairment charge of approximately $1 billion in the
quarter, which finalizes the accounting for the goodwill related
to the Sprint Nextel merger and other acquisitions.  Adjusted EPS
before Amortization*, which removes the impact of non-cash
goodwill and other asset impairment charges, as well as the
effects of other special items and non-cash amortization expense,
was a loss of 1 cent for the quarter.

"In tough economic times, we're generating substantial cash and
reducing costs to ensure we remain financially sound.  We already
have the cash on hand to be able to meet our debt service
requirements at least through the end of 2010," said Mr. Hesse.
"With this financial stability, we can build on the improvements
we've made in customer care, strengthen our brand and maintain
continued strong network performance in 2009.

"Independent evaluations report our significant improvement in
customer care and network performance.  Customers are responding
to our messages of value, simplicity and productivity.  Simply
EverythingTM provides a worry-free postpaid experience, and we are
bringing the lessons learned from this success to our new family
plans and to the prepaid market with the hassle-free national
Boost Monthly Unlimited offer.  We also have high expectations for
the Palm(R) Pre handset which will be launched later this year,"
Mr. Hesse said.

On Nov. 28, 2008, the company closed a transaction with Clearwire
Corporation.  At closing, the company contributed assets,
including its 2.5 gigahertz spectrum and WiMAX-related assets, in
exchange for an ownership interest in Clearwire.  Clearwire is
deploying WiMAX, a 4G technology, as a new nationwide network.
The services supported by these technologies will give subscribers
with compatible devices high-speed access to the Internet and a
variety of increasingly sophisticated data services.  The company
has entered into a mobile virtual network operator (MVNO)
arrangement with Clearwire that enables it to resell Clearwire's
4G wireless services under the Sprint brand name.

Consolidated Results

Consolidated net operating revenues of $8.4 billion for the
quarter were 4% lower than in the third quarter, primarily due to
a lower contribution from Wireless.

Adjusted OIBDA of $1.7 billion reflects a sequential decline in
net operating revenues due to subscriber losses, partially offset
by lower cost of service and continued improvement in SG&A
expenses.  Fourth quarter Adjusted OIBDA includes $60 million in
non-cash compensation expense.  Also included in the fourth
quarter and full-year 2008 Adjusted OIBDA is approximately
$60 million and $290 million, respectively, in operating expenses
associated with the company's WiMAX efforts that will not recur in
2009 due to the closing of the Clearwire transaction.

Capital expenditures were $548 million in the quarter, as compared
to $485 million in the third quarter.  The increase reflects
higher spending in both Wireless and Wireline segments.  Included
in the fourth quarter and full-year 2008 capital expenditures is
$90 million and $560 million, respectively, in capital
expenditures related to the deployment of WiMAX that will not
recur in 2009 due to the closing of the Clearwire transaction.  In
the quarter, the company recorded cash expenditures of $146
million related to intangible asset acquisitions, compared to $187
million in the third quarter.  All of the acquisitions during the
quarter were associated with re-banding efforts.

Free Cash Flow* was $536 million for the quarter, compared to $211
million in the fourth quarter of 2007 and $1.1 billion in the
third quarter of 2008.  The sequential decline reflects primarily
an increase in working capital, partially offset by the $213
million proceeds received from Clearwire to reimburse us for the
$388 million financing that we provided to the company's WiMAX
business between April and the closing of the transaction.
Additionally, cash paid for capital expenditures and FCC licenses
decreased by $134 million.

Net Debt* decreased by approximately $550 million from the end of
the third quarter to $17.9 billion at the end of the fourth
quarter, consisting of total debt of $21.6 billion, offset by cash
and marketable securities of $3.7 billion. The company repaid $1
billion of its revolving credit facility in November 2008.

Wireless Results

The company served 49.3 million customers at the end of 2008,
compared to 53.8 million at the end of 2007.  The credit quality
of its customer base improved every quarter in 2008, and prime
customers represent almost 84% of the post-paid base, compared to
79% a year ago.

For the quarter, total wireless customers declined by a net
1.3 million, including losses of 1.1 million post-paid customers
and 314,000 prepaid users, which was slightly offset by a 146,000
increase in the number of wholesale and affiliate subscribers.

At the end of the fourth quarter, the company served 36.7 million
post-paid subscribers, 3.6 million prepaid subscribers and
9.0 million wholesale and affiliate subscribers.

Subscribers by network platform include 35.5 million on CDMA, 12.4
million on iDEN and 1.4 million Power Source users who utilize
both networks.

Almost 10% of post-paid customers upgraded their handsets during
the fourth quarter, resulting in increased contract renewals.

In the fourth quarter, the company added to its device and service
capabilities with the launch of the Samsung Highnote(TM), LG
Lotus(TM) and the award-winning Samsung Rant(TM), all featuring
the easy-to-use One Click interactive user interface, and the HTC
Touch Pro(TM), Touch Diamond(TM) by HTC, and i576 by Motorola.
Additionally, the company launched the BlackBerry(R) Curve(TM)
8350i -- the newest Nextel Direct Connect-capable BlackBerry
smartphone.

For 2009, Sprint has announced that it will be the exclusive
carrier partner for both the Palm(R) Pre(TM) and Motorola
Stature(TM) i9.  The company plans to launch a total of seven new
Nextel Direct Connect handsets as part of its new device
portfolio, with most launching during the first half of the year.

Wireless Churn

Wireless post-paid churn was 2.16% compared to 2.15% in the third
quarter and 2.29% in the year-ago period.  The sequential increase
in churn is primarily driven by deactivations on business lines as
a result of current economic conditions, and the year-over-year
decrease is primarily due to the improvement in the credit quality
of the company's customer base, partially offset by the slight
increase in voluntary churn.

Boost churn in the fourth quarter was 8.20%, compared to 8.16% in
the third quarter of 2008.

Wireless Service Revenues

Wireless service revenues for the quarter of $6.6 billion declined
13% year-over-year and 4% sequentially.  The year-over-year
decline and the sequential decline were due primarily to fewer
wireless subscribers.  Wholesale, affiliate, and other revenues
were down sequentially and as compared to the year-ago period
primarily due to a decline in average monthly service revenue per
wholesale subscriber.

Wireless post-paid ARPU in the quarter was stable sequentially at
$56, as growth in data helped offset voice declines.  Wireless
post-paid ARPU declined by approximately 4% compared to the year-
ago period, reflecting continued pressure on iDEN voice monthly
access and overage revenues, partially offset by data revenue
growth.

Data revenues contributed more than $14.50 to overall post-paid
ARPU in the fourth quarter, led by growth in CDMA data ARPU.  CDMA
data ARPU increased about 9% from third quarter, to more than
$17.75, now representing almost 31% of total CDMA ARPU. The
increase was driven by strong take rates on bundled data services,
such as those included with Simply Everything(TM), as well as
continued growth in data cards.

Prepaid ARPU in the quarter was approximately $30 compared to $28
in the year-ago period and $31 in the third quarter of 2008.  The
year-over-year increase reflects a growing contribution from CDMA
Boost Unlimited subscribers.  The sequential decline is due to
lower ARPU from traditional prepaid users.

Wireless Operating Expenses and Adjusted OIBDA*

Total operating expenses, after normalizing for special items,
were $7.6 billion in the fourth quarter, compared to $8.2 billion
in the year-ago period and $7.8 billion in the third quarter of
2008.

Adjusted OIBDA* of $1.5 billion in the quarter compares to
$2.2 billion in the fourth quarter of 2007 and $1.6 billion in the
third quarter of 2008.  The year-over-year decline in Adjusted
OIBDA* was primarily due to fewer wireless subscribers, offset by
an improvement of over $500 million in SG&A expenses.  The
sequential decline was due primarily to fewer wireless subscribers
partially offset by lower cost of service and continued
improvement in SG&A expense.

Equipment subsidy of $800 million (equipment revenue of
approximately $400 million less cost of products of $1.2 billion)
compared to almost $700 million in the third quarter and over $500
million a year ago.  The year-over-year increase in subsidy is
primarily due to the increase in the average cost per handset sold
as the company continued to sell a greater number of higher-priced
units, partially offset by a decrease in the number of handsets
sold.

SG&A expenses declined 19% from the fourth quarter of 2007 and 4%
from the third quarter of 2008.  The year-over-year improvement is
due to lower selling, bad debt and labor expenses.  On a
sequential basis, the decline reflects lower selling and bad debt
expenses.

Bad debt expense was at its lowest level since the Sprint Nextel
merger in 2005 due to the continued increase in the credit quality
of the company's subscribers and improved collection efforts.

Wireless Capital Spending

Wireless capital expenditures were $304 million in the fourth
quarter, compared to $217 million spent in the third quarter of
2008 and $1.4 billion spent in the fourth quarter of 2007.  Fourth
quarter Wireless capital expenditures increased sequentially,
principally due to the timing of projects to increase capacity and
introduce EVDO capability in certain smaller markets.  The year-
over-year decrease in wireless capital spending reflects reduced
capacity needs and the conclusion of several network and IT
investment initiatives.  At the end of the quarter, Sprint's CDMA
and iDEN networks continue to operate at best-ever levels, and
Sprint has the most dependable+ 3G network in the country.

Wireline Results

Wireline revenues of $1.5 billion for the quarter were 3% lower
sequentially and 6% lower year-over-year as legacy voice and data
declines offset Internet revenue growth.

Internet revenues for the quarter increased 25% from the year-ago
period and 2% sequentially. The year-over-year increase reflects
strong enterprise demand for Global MPLS services and the
increasing base of cable subscribers who utilize the company's
VoIP services.  Internet revenues as a percent of Wireline revenue
have increased from 24% in 2007 to 34% in 2008.  At the end of the
fourth quarter, the company supported nearly
4.4 million users of cable partner VoIP services.  These services
are currently available to almost 31 million MSO households.

Legacy voice revenues for the quarter declined 5% sequentially and
14% year-over-year.

Legacy data revenues are impacted in part by customer transitions
to IP services.  These legacy services declined 28% compared to
the fourth quarter of 2007 and 10% quarter-over-quarter.

Adjusted OIBDA* was $326 million compared to $263 million reported
for the third quarter of 2008.  Total operating expenses, after
normalizing for special items, were $1.3 billion in the fourth
quarter, 8% lower sequentially and 7% lower year-over-year.

Wireline capital expenditures in the quarter were $110 million and
were primarily deployed to support IP growth.

Forecast

Sprint expects that both post-paid and total subscriber losses
will improve in 2009, as compared to 2008.  The company expects
full-year capital expenditures in 2009 to be consistent with 2008
levels, excluding WiMAX.  The company expects to continue to
generate positive Free Cash Flow* during 2009.

                  About Sprint Nextel

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of
$3.0 billion of Cumulative Perpetual Convertible Preferred Shares
a rating of BB.  The trend is negative.

According to the TCR on January 27, 2009, Sprint will lay off 14%
of its work force, to be completed by the end of the first
quarter.  Sprint Nextel will take actions in the first quarter of
2009 to reduce internal and external labor costs by approximately
$1.2 billion on an annualized basis.  The actions include the
elimination of approximately 8,000 positions within the company,
which is expected to be largely completed by March 31.  The
positions to be eliminated will impact all levels of the company,
and the impact on geographic locations will vary.


STANLEY BUDRYK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Stanley E. Budryk
        44 Mill Street
        Framingham, MA 01701

Bankruptcy Case No.: 09-11181

Debtor Description:  Stanley E. Budryk is a Trustee/Beneficiary of
                     New England Realty Trust and Arlington Realty
                     Trust.

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Harold B. Murphy, Esq.
                  Hanify & King, P. C.
                  One Beacon Street
                  21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617)556-8985
                  Email: bankruptcy@hanify.com

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

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

          http://bankrupt.com/misc/mab09-11181.pdf

The petition was signed by Stanley E. Budryk.


STEVE & BARRY'S: Glimcher Reports Impact of Co.'s Liquidation
-------------------------------------------------------------
Glimcher Realty Trust reported total revenues of $82.0 million in
the fourth quarter of 2008 compared to revenues of $84.6 million
for the fourth quarter of 2007.  Glimcher said Wednesday that
the $2.6 million decrease in revenue relates primarily to a
$1.5 million decline in outparcel sales, $746,000 decrease in base
rents and $231,000 decrease in straight-line rents.  It said the
decrease in base rents relates primarily to the write off of non-
cash inducements and lost rents related to the closing of some
Steve & Barry's stores.  These decreases were partially offset by
a $286,000 increase in lease termination income.

Glimcher also said net operating income for comparable wholly
owned mall properties -- Comp Malls -- decreased 2.0% in the
fourth quarter of 2008 over the fourth quarter of 2007 when
excluding the impact of the Steve & Barry's bankruptcy and
liquidation -- decrease of 2.6% when including the impact of Steve
& Barry's.  It said net operating income was up nearly 0.5% for
the fiscal year 2008 compared to the fiscal year 2007 when
excluding the impact of the Steve & Barry's bankruptcy and
liquidation and flat when including the impact of Steve & Barry's.

Glimcher reported that net income available to common shareholders
during the fourth quarter of 2008 was $1.7 million as compared to
a loss of $21.3 million in the fourth quarter of 2007.  For the
year ended December 31, 2008, it disclosed net loss to common
shareholders of $700,000, compared to net income of $20.9 million
for the year ended December 31, 2007.

Based in Columbus, Ohio, Glimcher Realty Trust is a real estate
investment trust that owns, manages, acquires and develops
regional and super-regional malls.  At December 31, 2008, the
Company's mall portfolio, including assets held through one of the
Company's strategic joint ventures, consisted of 23 properties
located in 14 states with gross leasable area totaling
approximately 20.9 million square feet.  The community center
portfolio is comprised of four properties representing
approximately 769,000 square feet.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


TENNECO INC: Moody's Cuts Rating to 'B3' on Low Auto Demand
-----------------------------------------------------------
Moody's Investors Service has lowered the ratings of Tenneco Inc.
-- Corporate Family Rating to B3 from B1.  The rating outlook
remains Negative.

The rating downgrade reflects the potential for further erosion of
the company's credit metrics due to dramatic deterioration in
global automotive production levels.  Auto production declined
approximately 25% in the fourth quarter of 2008 in both North
America and Europe, and parts suppliers have struggled to adjust
their cost structures to the weaker business environment.  The
decline in global economic conditions and the weakening of
consumer credit markets will likely force automotive OEMs to
further reduce production levels during 2009, which will place
further pressure on the performance of auto parts suppliers such
as Tenneco.  Because of the erosion of credit metrics, Tenneco is
proactively seeking an amendment to its bank credit facility to
provide additional cushion for covenant compliance.

Despite the deterioration of financial metrics, the B3 rating
considers Tenneco's established position as a global supplier of
critical automotive products, including critical emission and ride
control products.  The company has maintained a high level of
investment in technology and should be well positioned to benefit
when industry conditions rebound.  Tenneco has also announced
restructuring actions which include plant closings, headcount and
compensation reductions, and other actions that are expected to
help mitigate the effects of global industry volume pressures.
These actions, along with expected new business wins in the
company's emissions control segment supported by new emission
regulations, could provide a basis for improvement in the
company's performance in 2010, particularly if overall industry
volumes begin to recover.

The negative outlook embodies the risk of additional near-term
downward revisions to production schedules in Tenneco's end
markets which could further weaken financial performance.  Also
incorporated in Tenneco's outlook is the financial deterioration
of its largest customers in North America.  Approximately 24% of
Tenneco's revenues are to the North American operations of the Big
3 OEMs and a significant portion of revenue relates to light truck
and SUV platforms.  The negative outlook also considers the
potential for ongoing weakness in performance to impair the
company's ability to remain compliant with financial covenants in
its bank agreement and the need for amendments to existing
covenant requirements.  For the fiscal year ending December 31,
2008, Tenneco's EBIT/Interest (including Moody's Standard
adjustments) approximated 1.2x and Debt/EBITDA approximated 5.4x.

Future events that have potential to drive Tenneco's ratings lower
include further declines in global OEM production; failure to
successfully implement the restructuring initiatives to help
offset industry conditions, elevated working capital levels
resulting in continuing negative free cash flow; or deteriorating
liquidity.  Consideration for a lower rating could arise if any
combination of these factors were to lead to leverage being
sustained over 6.0x or result in EBIT/Interest coverage sustained
below 1.0x times.

Future events that have potential to stabilize Tenneco's outlook
include: a stabilization of production levels in the automotive
markets, growth driven by regulatory emissions control
requirements sufficient to offset declines in automotive
production while maintaining adequate liquidity, and higher levels
of free cash flow over the intermediate term resulting in debt
reduction.  Consideration for a higher rating could arise if any
combination of these factors were to lead to EBIT/Interest
coverage approaching 1.5x or a reduction in leverage approaching
4.0x.

As of December 30, 2008, Tenneco maintained cash and cash
equivalents of $126 million.  The company's $550 million revolving
credit had about $265 million available after considering $239MM
of cash drawings and about $47 million of outstanding letters of
credit.  The recessionary environment is expected to challenge the
company's ability to generate free cash flow in 2009.  As a
result, the company is expected to be more heavily reliant on the
$550 million revolving credit facility over the near-term.  There
are no major debt maturities over the near-term.  The company's
$130 million senior secured tranche B letter of credit facility
also permits revolving borrowings.  Tenneco is in the process of
seeking an amendment to its bank credit facility providing
additional financial covenant cushion.  Alternative sources of
liquidity are limited as essentially all the company's assets are
secure the bank credit facilities.
These ratings were lowered:

  -- Corporate Family rating, to B3 from B1;

  -- Probability of Default rating, to B3 from B1;

  -- $550.0 million first lien senior secured revolving credit
     facility, Ba3 (LGD2, 11%) from Ba1 (LGD2, 12%);

  -- $150 million first lien senior secured term loan A, Ba3
     (LGD2, 11%) from Ba1 (LGD2, 12%);

  -- $130 million first lien senior secured letter of credit /
     revolving loan facility, to Ba3 (LGD2, 11%) from Ba1 (LGD2,
     12%); rating for the;

     - 10.25% guaranteed senior secured second-lien notes due
       2013, to B1 (LGD2, 29%) from Ba3 (LGD2 31%)

     - 8.125% guaranteed senior unsecured notes due 2015, to B3
       (LGD4, 49%) from B2 (LGD4, 64%);

     - 8.625% guaranteed senior subordinated notes due November
       2014, to Caa2 (LGD6, 82%) from B3 (LGD6, 92%);

The last rating action was for Tenneco was on November 4, 2008
when the company's B1 Corporate Family Rating was affirmed and the
outlook changed to Negative.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control (approximately 33% of
sales) and emissions control (approximately 67% of sales) products
and systems for both the worldwide original equipment market and
aftermarket.  Leading brands include Monroe, Rancho, Clevite, and
Fric Rot ride control products and Walker, Fonos, and Gillet
emission control products.  Net sales in 2008 were approximately
$5.9 billion.


TRUMP ENTERTAINMENT: To Promptly Seek Approval of Marina Sale
-------------------------------------------------------------
Notwithstanding their bankruptcy filing on February 16, Trump
Entertainment Resorts Inc. and its affiliates will continue to
pursue the sale of Trump Marina, one of their three casinos.

Opened in 1985 and acquired by Trump Entertainment's predecessor
in October 1996, Trump Marina is situated in Atlantic City's
marina district, consists of a 27-story hotel with 728 guest
rooms.  The casino offers approximately 79,000 square feet of
gaming space and 58,000 square feet of convention, ballroom and
meeting space.

On May 28, 2008, Trump Marina Associates, LLC entered into an
Asset Purchase Agreement, to sell Trump Marina to Coastal Marina,
LLC, an affiliate of Coastal Development, LLC.  On October 28,
2008, the parties entered into an amendment to the APA to modify
certain terms and conditions of the APA.

John P. Burke, executive vice president and chief financial
officer, relates, in a document submitted before the U.S.
Bankruptcy Court for the District of New Jersey, that "the Debtors
intend to file motions to obtain court approval for the sale
promptly after the [Petition Date]."

A closing is anticipated in May 2009, Mr. Burke relates.  The
closing is subject to the satisfaction of certain conditions,
including receipt of approvals from New Jersey governmental
authorities and the Court.

The resignation of Donald Trump as chairman two days before the
Company's bankruptcy filing, according to Bloomberg, could
threaten to kill the $270 million sale of its Trump Marina Casino.
The price of the sale includes the settlement of a lawsuit Trump
Entertainment filed against the property's buyer, Richard T.
Fields.

Donald Trump, the Wall Street Journal reported, said Feb. 13 that
he'd resign as chairman of the board due to disagreements with the
noteholders, which actions forced Trump Entertainment to return to
Chapter 11.  The noteholders had conveyed their plans to submit an
involuntary petition for Trump Entertainment upon the Feb. 13
expiration of their forbearance agreement.

               About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRUMP ENTERTAINMENT: Seeks to Use Lenders' Cash Collateral
----------------------------------------------------------
An immediate need exists for Trump Entertainment Resorts Inc., and
its affiliates to use cash collateral in order to continue the
operation of their business, relates John P. Burke, the company's
executive vice president and chief financial officer.  He asserts
that without use of those funds, the Debtors' trade creditors will
cease to provide goods and services to the Debtors on credit, and
the Debtors will not be able to pay their payroll and other direct
operating expenses and obtain goods and services needed to carry
on their businesses in a manner that will avoid irreparable harm
to the Debtors' estates.

The Debtors accordingly seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to use cash collateral in
accordance with a budget.  A copy of the budget is available for
free at http://bankrupt.com/misc/Trump_cashcoll_budget.pdf

The Debtors owe $488.8 million to lenders who are backed by first
priority liens on Trump Entertainment and its affiliates' assets,
and $1.2 billion to lenders who have second liens on Trump's
assets.

In exchange for the use of their cash collateral, the Debtors will
grant adequate protection to the Prepetition Secured Parties in
the form of:

   -- postpetition replacement liens in substantially all of the
      Debtors' assets and

   -- valid non-voidable liens existing as of the Petition Date.

The Replacement Liens secure for the Prepetition Secured Parties
(x) the aggregate diminution, if any, whether by use, sale, lease,
depreciation, decline in market price or otherwise of their
respective Collateral (including the cash collateral), or the
imposition of the automatic stay and (y) the sum of the aggregate
amount of all cash proceeds of their respective cash collateral
and the aggregate fair market value of all of their respective
non-cash Collateral.

Mr. Burke asserts that the ability of the Debtors to finance their
operations and the availability to the Debtors of sufficient
working capital and liquidity through the use of cash collateral
is vital to the confidence of the Debtors' employees, major
suppliers and to the preservation and maintenance of the going
concern values and other values of the Debtors' estates.

The Company won't be looking for secured financing, a company
officer told Bloomberg News.

               About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TWIN VEE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Nadia Vanderhoof at Tcpalm.com reports that Twin Vee Inc. has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of Florida.

According to court documents, Twin Vee has listed $1.7 million in
liabilities.  Jason Slatkin, Esq., at Slatkin & Reynolds, assists
Twin Vee in its restructuring effort, Tcpalm.com says.

Twin Vee, Tcpalm.com states, is asking the Court to let them
return into its headquarters in Fort Pierce to collect company
assets like computers and boat moldings.  Tcpalm.com relates that
Twin Vee founder Roger Dunshee, who sold his majority share in the
firm to Stonehenge Capital Co. in 2003, evicted the company from
his Fort Pierce manufacturing facility in January 2009.  Mr.
Dunshee said that Twin Vee still owes him about $200,000 in back
rent, according to the report.  The report quoted Mr. Dunshee as
saying, "I've been ordered by a judge to keep things under
protection, for the time being."

Citing former Twin Vee CEO Scott Noble, Tcpalm.com relates that
the firm laid off the majority of its hourly production workers
and would have only seven employees, including management.  Twin
Vee, according to the report, stopped the production of boats in
January 2009.

Twin Vee Inc. is based in Fort Pierce, Florida.


UNITED SUBCONTRACTORS: S&P Cuts Corp. Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Edina, Minnisota-based United
Subcontractors Inc.  S&P lowered the corporate credit rating to
'CCC-' from 'CCC+'.  The outlook is negative.

"The downgrade reflects our assessment that USI's ability to
service its current capital structure over the intermediate term
will be difficult because of the continued depressed level of
residential construction activity, particularly in USI's key end
markets in Florida, Arizona, and Utah," said Standard & Poor's
credit analyst Thomas Nadramia.  In 2008, EBITDA declined
60%, and S&P expects that performance in the next few quarters to
stay weak.

Furthermore, the downgrade reflects the likelihood of a near-term
covenant violation.  In S&P's previous downgrade on Dec. 9, 2008,
S&P indicated that USI might need to access its letter of credit
or excess cash balances to meet fixed charges, and maintaining
compliance with bank covenants could prove difficult.  Given
extremely weak credit measures, and with consolidated EBITDA
interest coverage likely to fall to less than 1x , S&P is
skeptical that any amendment to the credit facility that does not
include a significant equity infusion will allow USI to meet debt
service requirements over the intermediate term.  Also, an
amendment to the bank facility would likely include an increase in
pricing, which would further strain EBITDA coverage of
interest.  S&P believes that with the operating environment likely
to be very difficult for the next few quarters, it is now less
certain that there are sufficient economic incentives in place
such that the owners would step in to cure a covenant default
under the equity cure provision in the credit facility or
contribute an amount of equity sufficient to allow USI to meet
debt service obligations over the intermediate term.

The 'CCC-' corporate credit rating reflects USI's heavy debt
burden, limited covenant cushion and liquidity position, weak
credit metrics, modest revenue base, cyclical end markets, narrow
product focus, and limited geographic diversity.

USI is an installer of insulation, windows, and other products.
The company is also a provider of shell-contracting services,
which include concrete foundation, exterior wall, wood flooring,
and roof truss construction for homebuilders.  USI has significant
exposure to new residential construction, particularly in Florida
(about 32% of sales), Utah (19%), and Arizona (15%), markets that
have been significantly affected by the ongoing housing downturn
due to significant oversupply of new homes and high foreclosure
rates.  As a result, USI has experienced large double-digit
percentage declines in year over year revenues from these markets.
S&P expects revenues will decline further in 2009 at a greater
rate, due to fewer projected housing starts.

The outlook is negative.  S&P believes the continued depressed
state of new residential construction markets, weakening
commercial construction markets, increased pricing pressures, and
the recessionary environment will further challenge USI's earnings
and cash flow generation over the next 12 to 18 months.  As a
result, in S&P's view USI will be challenged to service its
current capital structure, without lender waivers and amendments,
which may be difficult given the current credit market situation.
S&P would likely lower the ratings if USI is unable to obtain the
necessary waivers, leading to a restructuring of its obligations.


VALHI INC: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Dallas-based Valhi Inc. and its subsidiary, Kronos
International Inc., to 'B-' from 'B' and placed the ratings on
CreditWatch with negative implications.  S&P also lowered the
rating on Kronos' EUR400 million senior secured notes issue due
2013 to 'CCC+' from 'B' and placed the notes on CreditWatch with
negative implications.  S&P revised the recovery rating on these
notes to '5', indicating S&P's expectation of modest (10% to 30%)
recovery in the event of a payment default, from '3'.

The downgrade reflects S&P's expectation of weaker 2009 operating
results related to the company's titanium dioxide business, driven
by a challenging operating environment with weak global demand and
a sustained recession.  The downgrade also incorporates the
deterioration in year-over-year operating trends versus S&P's
expectations, a weakening of the already highly leveraged
financial profile, and S&P's expectation that the company will not
be able to improve its credit metrics in the near term.

The CreditWatch listing indicates that another downgrade is
possible if operating performance does not meaningfully improve in
the fourth quarter 2008, resulting in further deterioration in the
financial profile.  In addition, another downgrade is possible if
Valhi's cash flows and profitability continue to deteriorate
resulting in a weaker liquidity position from current levels.  A
decent cash balance and availability under several credit
facilities support liquidity in the near term, however, S&P
remains concerned about the company's ability to extend credit
facilities if operating results do not stabilize soon.

Valhi has about $1.55 billion in sales and approximately
$801 million in total debt, adjusted for operating leases and
postretirement benefit obligations and excluding Snake River Sugar
Co. debt.


W.R. GRACE: Trial on Libby Criminal Case Began Yesterday
--------------------------------------------------------
Trial on the U.S. Government's criminal case against W.R. Grace &
Co., and six of its former executives relating to the chemical
company's former operations of a vermiculite mine in Libby,
Montana, started February 19, 2009.

The trial is being held before Hon. Donald W. Molloy, Chief Judge
of the U.S. District Court for the District of Montana.  Grace
has stated in its financial report for the quarter ended
September 30, 2008, that the trial could last three to five
months.

Grace, from 1963 to 1992, operated a vermiculite mine outside of
Libby, Montana.  Vermiculite ore, which is contaminated with a
form of asbestos, has spread around Libby and has brought
asbestos-related diseases, including mesothelioma, a form of
cancer caused by asbestos, to Libby residents.  Though
vermiculite was processed and sold commercially as attic
insulation through the product called Zonolite Attic Insulation,
in Libby, where people have easy access to the ore, vermiculite
is used in many things, including plasters in walls, on
driveways, and as soil amendments.

In response to the health complaints, the Government obtained an
indictment on February 7, 2005, charging Grace and seven of its
executives with criminal conduct arising from Grace's Libby
operations.  The indictment accused the Grace Defendants of:

  (1) conspiring knowingly to release asbestos, a hazardous air
      pollutant, into the ambient air, thereby knowingly placing
      persons in imminent danger of death or serious bodily
      injury in violation of Section 7413(c)(5)(A) of the Public
      Health and Welfare Code; and

  (2) conspiring to defraud the United States in violation of
      Section 371 of the Crimes and Criminal Procedures Code.

In addition to the dual-object conspiracy, the indictment charges
Grace and its executives with three counts of knowing
endangerment under the Clean Air Act and four counts of
obstruction of justice in violation of Sections 1505 and 1515(b)
of the Crimes and Criminal Procedures Code.  The Government
accuses that:

  * Grace and its executives acted corruptly, meaning that it
    acted with an improper purpose, personally or by influencing
    another, including making a false or misleading statement,
    or withholding, concealing, altering, or destroying a
    document or other information;

  * Grace and its executives obstructed, impeded or endeavored
    to influence, obstruct, or impede the due and proper
    administration of the law; and

  * there was a pending proceeding before a department or agency
    of the United States.

The Grace executive defendants are:

  -- William McCraig, former manager of operations at the Libby
     mine;

  -- Robert Walsh and Robert Bettacchi, former presidents of
     Grace's Construction Products Division;

  -- Jack Wolter, ex-general manager of the Construction
     Products Division;

  -- Henry Eschenbach, a former director of health and safety at
     Grace; and

  -- Mario Favorito, a former legal counsel for Grace.

Alan Stringer, also a named defendant in the Libby case, died in
February 2007.  He was a Grace's general operations manager in
Libby.

During the trial, the Government will show evidence that the
defendants knew the dangers of the asbestos released from the
Libby mine yet concealed the dangers, putting Libby residents at
risk while enriching themselves.  Among others, the Government
will present testimony of expert witnesses who will identify as
asbestos material found at Grace's Libby plants as well as other
locations around Libby, including schools, and findings from the
U.S. Environmental Protection Agency that the asbestos poses
imminent danger to the community.

A full-text copy of the Government's trial brief is available for
free at http://bankrupt.com/misc/govttrialbrief.pdf

Grace will argue during the trial that the nature of a criminal
prosecution provides the company with little opportunity to
explain its side of the story before trial.  Grace complained that
the numerous issues litigated to date have been resolved almost
exclusively on the basis of the Government's "unsubstantiated"
allegations.

Grace said the Government has not explained what quantum of risk
it believes is required to establish "imminent danger," limiting
its argument only to the purported probative value of its
evidence.

A full-text copy of the Defendants' trial brief is available for
free at http://bankrupt.com/misc/gracetrialbrief.pdf

                Pre-Trial Hearings & Issues

Judge Molloy held a three-day evidentiary hearing, which began on
January 21, 2009, during which prosecutors and Grace's defense
lawyers presented Daubert arguments to exclude materials and
testimonies from evidence.

During the evidentiary hearing, Judge Molloy granted Grace and
its executives' motion Section 615 of the Federal Rules of
Evidence determining that lay witnesses would be excluded from
the trial.

The Government, however, argued that some of its witnesses are
victims of the crimes alleged in the Superseding Indictment, and
are therefore entitled to exercise the rights Congress has
granted to victims of federal criminal offenses through the
enactment of the Crime Victim Rights Act, one of which is the
right to not be excluded from court proceedings.

Judge Molloy denied the Government's request holding that "there
are no crime victims identifiable in this case."

On the eve of the trial, Grace and its former executives asked
the District Court for a venue change pointing out that
"inflammatory pre-trial publicity has saturated the community in
which the [District] Court intends to conduct the trial in this
case, jeopardizing the Defendants' Fifth and Sixth Amendment
right to trial by an impartial jury and necessitating a change of
venue."

Judge Molloy denied Grace's request, without prejudice to renewal
of the request "in the event that a fair and impartial jury
cannot be seated."

During the evidentiary hearing, the Government and Grace and its
executives presented Daubert motions to exclude materials and
testimonies as evidence during the trial.

In preparation of the February 19 jury trial, attorneys have
received the names of 80 prospective jurors.  The 80-person pool
will be pared down to a dozen individuals and several alternates
prior to the trial.

                        Trial Delay

Trial on the criminal case has been repeatedly delayed due to
appeals.

In 2006, Judge Molloy preliminarily dismissed as time-barred the
knowing endangerment object of conspiracy charges against Grace.
Subsequently, the Government obtained permission to file an
amended indictment but Judge Molloy again dismissed a portion of
the Government's allegations, asserting conspiracy to knowingly
endanger residents of the Libby area and others in violation of
the Clean Air Act, of the new indictment.  Judge Molloy also
granted a request by the Defendants to exclude as evidence sample
results that included minerals that do not constitute asbestos
under the Clean Air Act.

In October 2007, a three-judge panel of the U.S. Court of Appeals
in the Ninth Circuit reversed some of Judge Molloy's rulings and
reinstated the conspiracy charges.

Appellate Court Judge Betty B. Fletcher found that the District
Court erred in dismissing the knowing endangerment object in the
original indictment.  "[T]he parties do not dispute that the
original indictment was timely filed.  The district court's
holding that the indictment was time-barred referred only to its
failure to allege the necessary overt acts in the original
indictment -- a flaw that can be cured through re-indictment
under Section 3288 of the Crimes and Criminal Procedures Code.

Judge Fletcher also held that the District Court erred in
concluding that ambiguity exists simply because of the existence
of two oversight structures -- a civil regulatory structure and a
criminal enforcement provision -- that use different definitions
of the term "asbestos."

In addition, Judge Fletcher held that the District Court
improperly limited the term "asbestos" to the six minerals
covered by the civil regulations.  Asbestos is adequately defined
as a term and need not include mineral-by-mineral classifications
to provide notice of its hazardous nature, particularly to these
knowledgeable defendants, Judge Fletcher said.

The Ninth Circuit also granted the Government's request for a
writ of mandamus, and held that Grace cannot avail itself at
trial of the affirmative defense articulated in Section
7413(c)(5)(A) of the Public Health and Welfare Code.  In relevant
part, Section 7413(c)(5)(A) states that the release of certain
pollutant on which "the Administrator has set an emissions
standard" will not constitute a violation under that provision.

A copy of the 36-page Ninth Circuit Ruling is available for free
at http://bankrupt.com/misc/grace_9thCircuitRuling.pdf

Grace, in December 2007, appealed asked for a rehearing of the
Appellate Court's ruling but was denied.  In April 2008, Grace
asked the U.S. Supreme Court for a review of the reinstatement of
the conspiracy charges and to overrule the Appellate Court's
definition of "asbestos."

The Government opposed Grace's request for a Supreme Court review
arguing that a review will further delay the trial.  The
Government pointed out that some witnesses and many victims are
dying from mesothelioma, asbestosis, and other asbestos-related
diseases, and as time passes, more witnesses will be unavailable
to testify, and fewer victims will be able to attend the trial.

The Supreme Court rejected Grace's request for a review.

          Grace Faces Up to $280-Mil. in Libby Fines

Grace said that it could be subject to up to $280 million in
fines, plus additional amounts for restitution to victims.  The
indictment alleges that Grace could face an amount equal to twice
the after-tax profit earned from its Libby operations or twice
the alleged loss suffered by victims.  The Government said
Grace's after-tax profits were $140 million.

If found guilty, Grace executives could face maximum prison
sentences from 55 to 70 years.

The U.S. Bankruptcy Court for the District of Delaware, who is
overseeing Grace's Chapter 11 case, previously granted Grace's
request to advance legal and defense costs to the employees
involved in the criminal case, subject to a reimbursement
obligation if it is later determined that the employees did not
meet the standards for indemnification set forth under the
appropriate state corporate law.

For the nine months ended September 30, 2008 and 2007, total
expense for Grace and the employees was $16.6 million and $11.2
million, respectively.  Cumulative expenses to address this
matter were $108.3 million through September 30, 2008.

Grace stated that it is unable to assess whether the indictment,
or any conviction resulting therefrom, will have a material
adverse effect on the results of its operations or financial
condition or affect its bankruptcy proceedings.  For the
remainder of 2008, Grace expected legal fees for the case to
range from $8 million to $10 million.

In June 2008, Grace sought and obtained permission from the
Delaware Bankruptcy Court to pay $250 million for environmental
clean-up costs in Libby to the Government, the largest ever
clean-up cost paid by a company to the Government.

An August 2008 report prepared by Dr. Alan Whitehouse and Dr.
Brad Black of Libby's Center for Asbestos Related Disease,
forecasted an epidemic of mesothelioma in "years to come."

The report said that Libby residents who were exposed to
asbestos-tainted vermiculite will begin to show symptoms of
mesothelioma.  According to the report, the extent of the
epidemic of environmental mesothelioma due to exposures based  at
Libby will probably not peak for another 10 to 20 years because
Grace's vermiculite mine was operated from 1963 until 1992.

On October 2007, the Government Accountability Office, the United
States Congress' investigative arm, issued a report finding,
among other things, that the U.S. Environmental Protection Agency
failed to adequately warn the public of hazards of Grace's
vermiculite mine.

The GAO Report also found that the EPA used outdated information
in conducting research and clean-up of about 270 areas thought to
have received asbestos-contaminated materials from Grace's Libby
mine.  John B. Stephenson, director of GAO's Natural Resources
and Environment division, related that the standards used by the
EPA are not "health-based" and, according to the Agency for Toxic
Substances and Disease Registry, were "limited and have since
been improved."

The GAO Report also found that the EPA's regional offices did not
implement key provisions of the agency's public notification
regulations at eight of the 13 sites for which the EPA had lead
responsibility.  At four sites, the EPA neither provided and
maintained documentation about the cleanups for public review and
comment nor provided for a public comment period.

A full-text copy of the 76-page GAO Report is available for free
at http://bankrupt.com/misc/grace_2007GAOReport.pdf

                          Counsel

The Government is represented by John C. Cruden, Esq., Acting
Assistant Attorney General, ENRD, Stacey Mitchell, Esq., Chief
Environmental Crimes Section, Kevin M. Cassidy, Esq., Senior
Trial Attorney of the Environmental Crimes Section, and Kris A.
McLean, Esq., of the Office of the U.S. Attorney, in Missoula,
Montana.

Grace is represented by Barbara Harding, Esq., Brian T.
Stansbury, Esq., David M. Bernick, Esq., Laurence A. Urgenson,
Esq., and Tyler D. Mace, at Kirkland & Ellis LLP, in Washington,
D.C.; Scott A. McMillin, Esq., and Walter R. Lancaser, Esq., from
Kirkland & Ellis' Chicago, Illinois office; and Charles E.
McNeil, Esq., Kathleen L. DeSoto, Esq., and Stephen R. Brown,
Esq., at Garlington, Lohn & Robinson, PLLP, in Missoula, Montana.

Harry Eschenbach is represented by David Krakoff, Esq., Gary
Winters, Esq., James Parkinson, Esq., Lauren Randall, Esq., at
Mayer Brown, JSM, in Washington, D.C., and Ronald Waterman, Esq.,
at Gough, Shanahan, Johnson & Waterman, in Helena, Montana.

Jack Wolter is represented by Carolyn Kubota, Esq., and Jeremy
Maltby, Esq., at O'Melveny & Myers, LLP, in Los Angeles,
California, and Christian Nygren, Esq., and W. Adam Duerk, Esq.,
at Milodragovich, Dale, Steinbrenner & Binney, in Missoula,
Montana.

William McCraig is represented by Elizabeth Van Doren Gray, Esq.,
at Sowell, Gray, Stepp & Lafitte, in Columbia, South Carolina;
William Coates, Esq., at Roe, Cassidy, Coates & Price, P.A., in
Greenville, South Carolina, and Palmer Hoovestal, Esq., at
Hoovestal Law Firm, PLLC, in Helena, Montana.

Robert Bettachi is represented by Tom Frongillo, Esq., Patrick
O'Toole, Esq., Vermon Broderick, Esq., and David Hird, Esq., at
Weil, Gotshal & Manges, in Boston, Massachusetts, and Brian
Gallik, Esq., at Goetz, Gallik & Baldwin, P.C., in Bozeman,
Montana.

Mario Favorito is represented by Stephen Jonas, Esq., Howard
Shapiro, Esq., and Jeannie Rhee, Esq., at Wilmer Cutler Pickering
Hale and Dorr, in Boston, Massachusetts, and C.J. Johnson, Esq.,
at Kalkstein Law Firm, in Missoula, Montana.

Robert Walsh is represented by Stephen Spivack, Esq., David Roth,
Esq., and Daniel Golden, Esq., at Bradley Arant Boult Cummings,
in Washington, D.C., and Catherian Laughner, Esq., and Aimee
Grmoljez, Esq., at Browning Kaleczyc Berry & Hoven, P.C., in
Bozeman, Montana.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Seeks to Employ Janet Baer as Bankruptcy Co-Counsel
---------------------------------------------------------------
W.R. Grace & Co. seek authority from the U.S. Bankruptcy Court for
the District of Delaware to employ The Law Offices of Janet S.
Baer, P.C., as their bankruptcy co-counsel, nunc pro tunc to
February 11, 2009.

Ms. Baer was a former partner at Kirkland & Ellis, LLP, and has
served as one of the Debtors' lead restructuring lawyers since
the Petition Date.  Effective February 10, 2009, Ms. Baer
resigned from K&E and formed her own law corporation.

The Debtors seek to continue to employ Ms. Baer due to her vast
experience and knowledge of the Debtors' business and operations.
The Debtors tell the Court that their estates would not be unduly
prejudiced by the time and expense necessary to replicate Ms.
Baer's ready familiarity with the intricacies of the Debtors'
business operations and issues involving the Chapter 11 cases.

The Debtors believe that both the business interruption and the
costs that would be involved in educating other counsel at this
stage in their Chapter 11 cases would be extremely harmful to
their estates.

As bankruptcy co-counsel, JSB will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

  (b) advise the Debtors on the conduct of their Chapter 11
      cases, including all of the legal and administrative
      requirements of operating in Chapter 11;

  (c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

  (d) prosecute actions on the Debtors' behalf, defend actions
      commenced against the Debtors and represent the Debtors'
      interests in negotiations concerning litigation in which
      the Debtors are involved, including objections to claims
      filed against the Debtors' estates;

  (e) prepare pleadings in connection with the Chapter 11 cases,
      including motions, applications, answers, orders, reports
      and papers necessary or otherwise beneficial to the
      administration of the Debtors' estates;

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

  (g) appear before the Court and any other courts, including
      appellate courts, to represent the interests of the
      Debtors' estates; and

  (h) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan of
      reorganization and all other related documents.

The Debtors will pay JSB in accordance with the firm's hourly
rates.  The Debtors' matters will primarily be handled by Janet
S. Baer, Esq., whose current standard hourly rate is $625 per
hour.  JSB's current attorney billing rates range from $350 to
$325 per hour.  JSB paralegals' rates range from $80 to $175 per
hour.

The Debtors will also reimburse JSB for any necessary out-of-
pocket expenses.

Ms. Baer, sole shareholder of The Law Offices of Janet S. Baer,
P.C., assures the Court that her firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Hartford, Other Insurers Object to Amended Plan
-----------------------------------------------------------
Hartford Accident and Indemnity Company, First State Insurance
Company, Twin City Fire Insurance Company, and New England
Reinsurance Corporation join in Federal Insurance Company's
preliminary objection to the confirmation of W.R. Grace & Co.'s
First Amended Plan of Reorganization.

Federal Insurance has complained that the Plan is not insurance
neutral.  Federal contends that the Plan has not been proposed in
good faith pursuant to the Bankruptcy Code because it impairs
Federal's rights under the insurance policies.

As reported by the Troubled Company Reporter on January 8, 2009,
various parties submitted objections to the proposed confirmation
of W.R. Grace's First Amended Plan, saying the Plan cannot be
confirmed pursuant to Section 1129 of the Bankruptcy Code:

   -- Travelers Casualty and Surety Company, formerly known as
      The Aetna Casualty and Surety Company;

   -- Continental Casualty Company and Continental Insurance
      Company, collectively as CNA;

   -- Allstate Insurance Company, as successor-in-interest to
      Northbrook Excess and Surplus Insurance Company, formerly
      Northbrook Insurance Company;

   -- Zurich Insurance Company, Zurich International (Bermuda)
      Ltd., and Maryland Casualty Company;

   -- Fireman's Fund Insurance Company, Allianz S.p.A., formerly
      known as Riunione Adritica di Sicurta, collectively as
      FFIC;

   -- AXA Belgium, as successor to Royale Belge SA;

   -- Seaton Insurance Company and OneBeacon America Insurance
      Company;

   -- Columbia Insurance Company, formerly known as Republic
      Insurance Company and Government Employees Insurance
      Company;

   -- certain London Market Insurance Companies;

   -- Federal Insurance Company; and

   -- Arrowood Indemnity Company, formerly known as Royal
      Indemnity Company.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WERECYCLE! INC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Sdbmagazine.com reports that WeRecycle! Inc. has filed for Chapter
11 bankruptcy protection.

According to Sdbmagazine.com, WeRecycle! said that it has received
a proposal for investment from Hugo Neu Corp., a privately owned
firm that manages, builds and invests in recycling, real estate,
water transportation, and cleantech businesses.

WeRecycle! and Hugo Neu launched talks about a partnership in the
fourth quarter of 2008, Sdbmagazine.com states, citing WeRecycle!
chief operating officer Gina Chiarella.  According to the report,
Hugo Neu heard about WeRecycle! through a number of non-government
organizations, which offered WeRecycle! as an example of a
reputable electronics recycling operation.

Sdbmagazine.com relates that Hugo Neu's plan would provide interim
resources to help finance WeRecycle!'s reorganization.  Hugo Neu
would acquire a controlling interest in WeRecycle! and would make
further investments in technology and downstream recycling
processes, according to the report.  The report says that the
proposal is subject to bankruptcy court approval.

Sdbmagazine.com quoted WeRecycle! president Mick Schum as saying,
"We have grown tremendously over the past several years, but the
unprecedented downturn in the economy and the subsequent credit
crunch created liquidity problems and made it impossible for us to
raise the capital needed to fund our continuing expansion."  Ms.
Chiarella, according to Sdbmagazine.com relates that the firm grew
30% last year, adding a new plant in Mount Vernon, New York

WeRecycle!, says Sdbmagazine.com, had difficulty securing loans
due to the credit crunch.  "The downturn in the economy made it
difficult to keep up with our growth.  We were operating under
strain for a while and just keeping ahead of it.  Chapter 11 was
unavoidable," the report quoted Ms. Chiarella as saying.

Ms. Chiarella said that she doesn't anticipate that WeRecycle!
would lay off workers when the firm's Chapter 11 filing gets court
approval, Sdbmagazine.com notes.  WeRecycle!'s restructuring will
take six months, the report says, citing Ms. Chiarella.

Sdbmagazine.com quoted Mr. Schum as saying, "We believe the
planned investment by Hugo Neu Corp. will allow us to fulfill our
vision of bringing the highest quality electronics recycling
processes to the public and private sector."

WeRecycle! Inc. is an electronics recycling firm based in Meriden.


WERECYCLE! INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: We Recycle!, Inc.
        dba Techbite Sales
        dba Bytech Electronics
        dba Protech Electronics
        P.O. Box 4699
        Wallingford, CT 06492

Bankruptcy Case No.: 09-22208

Chapter 11 Petition Date: February 17, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Dawn K. Arnold, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: darnold@rattetlaw.com

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

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

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

The petition was signed by Michael Schum, president of the
company.


WHITEHALL JEWELERS: Panel Taps CBIZ as Financial Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Whitehall
Jewelers Holdings, Inc., and Whitehall Jewelers, Inc.'s Chapter 11
cases asks the U.S. Bankruptcy Court for the District of Delaware
to employ CBIZ Accounting, Tax & Advisory of New York, LLC dba
CBIZ Mahoney Cohen and CBIZ, Inc. as financial advisors.

The committee relates that CBIZ, successors in interest to Mahoney
Cohen & Company, CPA, P.C., will continue the services previously
provided by MC.

CBIZ will provide the committee accounting, tax and advisory
services, employee benefits design and administration, human
resources, information technology, payroll, specialty insurance,
valuation, workers compensation, medical account billing and
management services, practice management and consulting services.

Charles M. Berk, managing director of CBIZ Accounting, Tax &
Advisory of New York, LLC dba CBIZ Mahoney Cohen, tells the Court
that the scope, terms and conditions of CBIZ's proposed employment
are identical to MC's.

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

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/--  through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang Ziehl & Jones, LLP; Scott Rutsky, Esq., Peter Antoszyk,
Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at
Proskauer Rose LLP, represent the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC is their claims, noticing
and balloting agent.

In its schedules, Whitehall Jewelers, Inc. listed total assets of
$246,571,775 and total debts of $173,694,918.


WL HOMES LLC: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WL Homes LLC
        dba John Laing Homes
        John Laing Homes Luxury
        Laing Urban
        Laing Luxury Homes
        John Laing Urban
        19520 Jamboree Road
        Irvine, CA 92612

Bankruptcy Case No.: 09-10571

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
JLH Realty & Construction, Inc.                09-10572

JLH Arizona Construction, LLC                  09-10573

WL Texas LP                                    09-10574

WL Homes Texas LLC                             09-10575

Laing Texas LLC                                09-10576

Chapter 11 Petition Date: February 19, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan

Debtor's Counsel: Laura Davis Jones
                  ljones@pszyj.com
                  Timothy P. Cairns
                  tcairns@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  17th Floor, 919 N. Market Street
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: More than $1 billion

Estimated Debts: $500 million to $1 billion

Debtor's list of its 35 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lawrence Webb                    Obligation        $1,200,000
96 Archipelago Drive
Newport Coast, CA 92657

Van Dyk Construction, Inc.       Trade Debt          $331,627
12905 Division Street Unit A
Littleton, CA 80125

Roddan Paolucci                  Vendor Debt         $319,739
2516 Via Tejon, Suite 114
Palos Verdes Estates, CA 90274

John Mecklenburg                 Obligation          $262,287
P.O. Box 9207
Rancho Santa Fe, CA 92067

Eartworks Soil Amendments, Inc.  Vendor Debt         $257,378
1725 Aqua Mansa Road
Riverside, CA 92509

Jim Lemming                      Obligation          $250,000
210 Park Laureate Drive
Houston, TX 77024

Weber Construction, Inc.         Trade Debt          $248,339

Ceramic Tile Art, Inc.           Trade Debt          $230,009

Park Vista Builders, LLC         Trade Debt          $218,243

HNR Framing System               Trade Debt          $218,135

Newmeyer & Dillion LLP           Vendor Debt         $214,281

Van Elk, Ltd.                    Trade Debt          $197,921

MBC Construction, Inc.           Trade Debt          $195,580

Rocky Mountain Drywall, Inc.     Trade Debt          $187,580

Capital Drywall LP               Trade Debt          $186,718

Serimsher Construction Dev't.    Trade Debt          $186,259

KTGY Group, Inc.                 Vendor Debt         $183,554

Pacific Masonry Walls, Inc.      Trade Debt          $177,325

Solera Homes, Inc.               Trade Debt          $170,000

Rober Hidey Architects           Vendor Debt         $168,125

E.B.S. Inc. Elite Bobcat
Services                         Trade Debt          $164,672

Smilanic Tile                    Trade Debt          $162,007

Elite Tile                       Trade Debt          $153,088

City of Fremont                  Gov't. Contract     $152,719

Creative Touch Interiors         Vendor Debt         $151,689

East Bay Construction Co., Inc.  Trade Debt          $146,217

SelectBuild Northern
California, Inc.                 Trade Debt          $144,245

Proulx Company, Inc.             Trade Debt          $143,793

Endrissi Excavating, Inc.        Trade Debt          $132,076

Plumbing Concepts, Inc.          Trade Debt          $131,594

Heart Wood MFG, Inc.             Trade Debt          $127,826

Citibank NA                      Vendor Debt         $125,500

Slimform Concrete Co.            Trade Debt          $122,527

JA Hill Corporation              Trade Debt          $121,741

Wood, Smith, Henning, &
Bermann LLP                      Vendor Debt         $118,137


WP EVENFLO: S&P Downgrades Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on WP Evenflo Holdings Inc. to 'CCC' from
'CCC+'.  At the same time, S&P lowered the company's first-lien
senior secured bank loan rating to 'CCC+' from 'B-' and its
second-lien senior secured bank loan rating to 'CC' from 'CCC-'.
The recovery ratings on the bank loan ratings remain unchanged.
The outlook is negative.

As of Sept. 30, 2008, Vandalia, Ohio-based WP Evenflo had about
$183 million of debt.  WP Evenflo is the parent of Evenflo Co.
Inc., a leading manufacturer and marketer of specialty and
juvenile products.

"The ratings downgrade is based on the company's very weak
liquidity as the company has minimal cash balances and revolver
availability, and S&P believes there is very limited cushion under
its bank financial covenants," said Standard & Poor's credit
analyst Susan H. Ding.  "In addition, S&P expects that the recent
company recall of more than 200,000 units of its Evenflo
ExerSaucer will further pressure already-weak operating
fundamentals," she continued.

The weak U.S. economy, costs related to an earlier product recall,
and revolver borrowings the company used to fund an acquisition in
2008 all contributed to weaker operating results and credit
metrics.  Accordingly, S&P believes the company will be challenged
to improve its operating performance to materially improve
liquidity and restore adequate cushion to its financial covenants.

S&P expects liquidity to remain very weak over the near term as a
result of currently limited availability on the company's
revolving credit facility, minimal cash balances, and estimated
very tight cushion on its financial covenants.  S&P could lower
the ratings if the company cannot comply with its bank covenants
and does not enhance its liquidity position.  S&P would consider
an outlook revision to developing or stable if the company can
materially improve its liquidity and operating results.


YRC WORLDWIDE: Fitch Downgrades Issuer Default Rating to 'CC'
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on YRC Worldwide Inc.
and its YRC Regional Transportation, Inc. subsidiary:

YRC Worldwide Inc.

  -- Issuer Default Rating downgraded to 'CC' from 'CCC';
  -- Secured credit facilities to 'B-/RR2' from 'B/RR1';
  -- Senior unsecured affirmed at 'C/RR6'.

YRC Regional Transportation, Inc.

  -- IDR downgraded to 'CC' from 'CCC';
  -- Senior secured notes affirmed at 'C/RR6'.

In addition, Fitch has removed the ratings from Rating Watch
Negative where they were originally placed on Jan. 9, 2009.
Fitch's ratings apply to approximately $550 million in notes, a
$111.5 million secured term loan and a $950 million secured
revolving credit facility. Fitch is not providing a Rating Outlook
for YRCW.

The downgrade in the ratings follows YRCW's announcement that it
has entered into an amendment to its credit facility agreement
that revises a number of its key provisions, including a revision
to the facility's financial covenants.  In conjunction with the
credit facility amendment, YRCW also has renewed its asset backed
securitization facility, a type of receivables sales program that
provides crucial liquidity to the company.  Market conditions in
the less-than-truckload sector remain extremely challenging,
however, and Fitch views the credit facility's new EBITDA covenant
as very stringent.  In addition, Fitch has deep concerns regarding
YRCW's ability to meet the $400 million in debt obligations that
the company faces in 2010.

The most important change in the amended credit facility agreement
is a modification to the facility's covenant package.  The amended
facility now contains a minimum EBITDA covenant, a minimum
liquidity covenant and a maximum capital expenditures covenant.
Of the three, the EBITDA covenant is expected to be the most
challenging, as the company is required to produce successively
higher levels of EBITDA through year-end 2010, beginning with $45
million in the quarter ending June 30, 2009, and rising to $240
million in the four quarters ended Dec. 31, 2010.

Fitch notes that YRCW's ability to meet the requirements of the
minimum EBITDA covenant will be determined to a large extent by
LTL market conditions, which remain very difficult.  By way of
comparison, Fitch calculates that YRCW produced negative EBITDA of
$73 million in the fourth quarter of 2008, so the $45 million
EBITDA covenant in the second quarter of 2009 will require a
$118 million improvement in EBITDA in the second quarter of this
year compared to the fourth quarter of last year.  Although the
revised Teamsters contract and the labor cost savings imposed on
non-union employees could provide about $75 million in cost
savings in the quarter (versus the fourth quarter of 2008), and
the integration of the Yellow and Roadway networks will provide
some additional cost (and, potentially, revenue) benefits, Fitch
believes achieving the required improvement in second-quarter
EBITDA will be a challenge.

Fitch expects YRCW to have little difficulty achieving the other
two new credit facility covenants, at least in the near term.  The
minimum liquidity covenant, which runs through Aug. 17, 2012
(which is the maturity of the credit facility), requires YRCW to
maintain a minimum five-day rolling liquidity of $100 million, but
as the calculation of liquidity includes availability on the
credit and ABS facilities, Fitch expects the company to be able to
meet the covenant threshold.  The maximum capital expenditures
covenant limits capital expenditures to $150 million in 2009 and
$235 million in 2010, both of which are within the company's
control.  Beginning on March 31, 2011, YRCW will again be required
to maintain the 3.5 times (x) leverage ratio and 2.5x interest
coverage ratio as prescribed in the credit facility agreement
before the most-recent amendment.

Fitch has significant concerns regarding YRCW's debt obligations
that arise in 2010. The remaining $150 million in YRC National
Transportation notes mature in April 2010, while the $250 million
in 5% contingent convertible senior notes are callable at par in
August 2010.  These two sets of notes result in $400 million in
debt obligations that YRCW will need to satisfy next year.  In
addition, a provision of the amended credit facility allows the
lenders to terminate the facility if $50 million or more remains
outstanding on the YRC Regional Transportation notes on or after
March 1, 2010, or if $50 million or more remains outstanding on
the 5% contingent convertible senior notes on or after June 25,
2010.  Thus, the amended credit facility requires YRCW to meet the
majority of both obligations early.

Given credit market conditions, Fitch expects that YRCW will
likely be unable to refinance these obligations when they arise.
This will require the company to pay down the notes with a
combination of cash on hand and credit facility and/or ABS
facility borrowings, raise cash through an equity sale (which
Fitch views as unlikely unless the company's share price rises
significantly), or seek to tender for the debt below par value.
Given the circumstances of a below-par tender in this case, Fitch
would view such a transaction as a distressed debt exchange and
would downgrade the rating on the affected notes to 'RD.'

Against the backdrop of virtually unprecedented weakness in LTL
market conditions, YRCW continues to look for additional ways to
bolster its cash liquidity.  The company ended 2008 with
$325 million in cash on its balance sheet, although much of this
was due to borrowings on YRCW's revolving credit facility.  Fitch
estimates outstanding borrowings on the credit facility totaled
around $500 million on Dec. 31, 2008.  Further bolstering cash
liquidity, on Jan. 30, 2009, the company closed on the first
tranche of a two-part facility sale-leaseback transaction that
provided the company with a total of $101 million in cash
proceeds.  YRCW will receive an additional $50 million when the
second tranche closes, which is expected later in the first
quarter of 2009.  YRCW is actively pursuing additional sale-
leaseback transactions, as well as the sale of facilities freed up
as part of the YRC National Transportation integration process.

Although the facilities sales could provide the company with
significant cash proceeds over the medium term, the timing of
sales in the current environment is unclear, and sale-leaseback
financing can be relatively expensive.  Also, provisions in the
credit facility require a portion of the cash proceeds received
from asset sales that occur after July 15, 2009 to be used to
prepay outstanding amounts on the credit facility.  The credit
facility limits total facilities sales to $400 million in 2009 and
10% of YRCW's total consolidated assets in subsequent years.

Prior to its renewal, the ABS facility had been due in April, and
a failure to successfully renew it would have had serious
consequences for YRCW's liquidity position.  The limit of the
renewed ABS facility has declined to $500 million from
$600 million, due in part to a decline in the available
receivables pledged under the facility, which have recently tended
to run too low to allow YRCW to utilize the full
$600 million limit.  Helping to mitigate the liquidity effects of
the reduced ABS availability is the unwinding of YRCW's captive
insurance subsidiary, which had invested in a portion of the
receivables backing the ABS facility.

This investment in receivables by the insurance subsidiary had
reduced the ABS facility's available liquidity by $245 million at
Sept. 30, 2008.  The ABS facility agreement contains a covenant
package that is substantially similar to the credit facility.


ZIM CORPORATION: Earns $203,620 in Quarter ended December 31
------------------------------------------------------------
ZIM Corporation elected to begin filing annual reports under the
Exchange Act on Form 20-F and other reports on Form 6-K and will
no longer file reports on Forms 10-K, 10-Q or 8-K.

ZIM's also disclosed financial position at Dec. 31, 2008, and
results of operations for the three and nine months ended
Dec. 31, 2008, well as certain other information that ZIM deems of
material importance to its shareholders.

For three months ended Dec. 31, 2008, Zim reported net income of
$203,620 compared with net income of 155,758 for the same period
in the previous year.

For nine months ended Dec. 31, 2008, Zim reported net income of
170,170 compared with net loss of $42,846 for the same period in
the previous year.

At Dec. 31, 2008, the Zim's balance sheet showed total assets of
$1,035,516, total liabilities of $342,258 and stockholders' equity
of $693,258.

                    Liquidity and Going Concern

At Dec. 31, 2008, the Company had access to a line of credit for
approximately $410,509 from its chief executive officer and a
working capital line from its principal banker for approximately
$41,051, in addition to a cash and cash equivalent balance of
$628,906.  Management believes that these funds, together with
cash from on-going operations, will be sufficient to fund existing
operations for the next 12 months.  However, there is no guarantee
that unanticipated circumstances will not require additional
liquidity, and in any event, these funds alone may not allow for
any additional expenditures or growth.

Cash and cash equivalents of $628,906 are comprised of $162,205
cash and $466,701 cash equivalents.  The cash equivalents of
$466,701 at Dec. 31, 2008 (Nil at March 31, 2008,) are comprised
of Bankers Acceptances with original maturities of 30, 60 or 90
days.

Future liquidity and cash requirements will depend on a range of
factors, including the level of success the Company has in
executing its strategic plan as well as its ability to maintain
business in existing operations and its ability to raise
additional financing.  Accordingly, there can be no assurance that
ZIM will be able to meet its working capital needs for any future
period.  In addition, the Company has an accumulated deficit of
$21,285,653 and, during the fiscal year ended
March 31, 2008, generated negative cash flows from operations of
$315,458.  The Company also has generated negative cash flows from
operations during four of the previous five fiscal years.

If ZIM's expenses surpass the funds available or if ZIM requires
additional expenditures to grow the business, the Company may be
unable to obtain the necessary funds and ZIM may have to curtail
or suspend some or all of its business operations, which would
likely have a material adverse effect on its business
relationships, financial results, financial condition and
prospects, well as on the ability of shareholders to recover their
investment.

A full-text copy of the 6K filing is available for free at:

               http://ResearchArchives.com/t/s?39a2

                          About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) --
http://www.zim.biz/-- is a mobile content, Enterprise Database
Software and Internet TV service provider.  Through its global
infrastructure, ZIM provides publishing and licensing services for
market-leading mobile content and for Internet TV broadcasting.

                        Going Concern Doubt

Raymond Chabot Grant Thornton LLP raised substantial doubt on the
ability of ZIM Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.

The auditor disclosed that the company has an accumulated deficit
of $21,455,824 and generated negative cash flows from operations
of $315,458 during the year ended March 31, 2008. The company also
has generated negative cash flows from operations during four of
the previous five years.


* BOOK REVIEW: Corporate Recovery - Managing Cos. in Distress
-------------------------------------------------------------
Authors: Stuart Slatter and David Lovett
Publisher: Beard Books
Softcover: 352 pages
List Price: $34.95
Review by Henry Berry

According to the authors, "turnaround management is everyday
management." There are no miraculous remedies for bringing a
company out of its troubles; no formulas to apply that will
guarantee recovery.  Management has to be alert and flexible to
adapt to ever-changing business conditions both outside and within
a company.

Although turnaround management (or "crisis management" as the
authors also call it) is often regarded as a specialized type of
management or a gifted set of management skills, Slatter and
Lovett argue that any good manager should have the skills to be
able to move his or her company toward recovery.  Managers often
fail because they do not recognize or acknowledge the warning
signs of a crisis, not because they lacked the relevant management
skills.

Corporate Recovery does not teach managers how to become "crisis
managers."  While the book does provide guidance on what
management skills are required if a company slips into a crisis,
for the most part the authors take a broader view.  Crisis
management involves applying traditional management techniques in
an environment where the patient is seriously ill, both cash and
time are in short supply, and rapid recovery is required.  The
authors suggest that these same skills are necessary when a
company has been acquired and is inevitably undergoing some
changes, improvement of short-time financial performance is
sought, and a company is trying to head off a crisis rather than
pull itself out of one.

The authors give attention to both external and internal factors
and their interrelationship.  The reader is taken chapter by
chapter through all of the stages of distress in a company, from
early warning signs through pervasive problems to moving onto
solid ground and emerging from a turnaround.  The book does not
offer merely an academic analysis of the distinguishing factors of
each stage.  The authors provide relevant, effective action for
each stage of distress.  Different stages require different
actions.  Under circumstances of distress, the enthusiasm and
morale that are signs of a healthy company in normal times cannot
fix the causes of the problems.  Ordinary leadership skills such
as setting a good example and inspiring loyalty will not effect a
turnaround.  Fundamental in a successful turnaround is the actions
taken by a company's key decisionmakers.  Only they are in a
position to make the crucial decisions that can bring an
organization out of distress.

Corporate Recovery is an incomparable guide for managers of
companies in distress.  The book brings clarity to what is often a
clouded, disturbing, and stressful situation, even for the most
experienced decisionmakers.  This book can help an organization's
decisionmakers ward off or minimize hazards to its well being.
For ones who find themselves already in worrisome crisis
situations, it can be an invaluable handbook, no matter what stage
of the crisis.

Slatter is founding member of the Society of Turnaround
Professionals.  He works with corporations on turnarounds and
provides training for managers and executives.  Lovett has
extensive experience in turnarounds and heads his own firm helping
companies improve their operations and financial performance and
restore or increase corporate value.



                            *********

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.

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related conferences are encouraged.  Send announcements to
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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
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The TCR subscription rate is $775 for 6 months delivered via e-
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