TCR_Public/090223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 23, 2009, Vol. 13, No. 53

                            Headlines


ABITIBIBOWATER INC: DBRS Comments on Debt Exchange Offer
ADVANCED MICRO: Asset Strategy Won't Affect Moody's 'B3' Rating
ALBERT S. FARKAS: Relative Bids $175,000 for Pa. Boarding House
ALERIS INT'L: Lenders Shun Bank Debt; Loan Trades at 95% Discount
AMERICAN RESERVE: A.M. Best Withdraws Ratings Due to Merger

ARAMARK CORP: S&P Changes Outlook to Stable, Keeps B+ Rating
ASSOCIATED ESTATES: Moody's Affirms 'B1' Senior Debt Shelf Rating
ATP OIL: Bank Loan Sells at 50% Discount in Secondary Market
BANK OF AMERICA: Attorney General Subpoenas CEO Over Merrill
BANK OF AMERICA: Makes $402MM TARP Dividend Payment to Gov't

BEARINGPOINT INC: Organizational Meeting to Form Panel on Feb. 27
BERNARD L. MADOFF: Milberg Seeks Out Victims of Ponzi Scheme
BROOKLYN NAVY: Moody's Downgrades Senior Debt Rating to 'Ba2'
BROOKSTONE INC: Downturn in Operations Cue S&P's Junk Ratings
BROWNSVILLE HEALTH: Seeks Chapter 11 Bankruptcy Protection

BULK PETROLEUM: Files for Chapter 11 Bankruptcy Protection
BURLINGTON COAT: Bank Loan Sells at 60% Off in Secondary Market
CALIFORNIA STATE: Will Implement Tax Increases & Cut Spending
CENTENE CORP: A.M. Best Assigns 'B+' Financial Strength Rating
CHARTER COMMUNICATIONS: Bank Loan Sells at Substantial Discount

CHRYSLER LLC: Task Force to Start Analyzing Restructuring Plan
CHRYSLER LLC: Viability Plan No Immediate Impact on DBRS Rating
CIRCUIT CITY: Seeks July 8 Extension to File Chapter 11 Plan
CIRCUIT CITY: Omni Air Wins Learjet Auction; Bid Hiked By $75,000
CITIGROUP INC: John Longley to Leave Firm, to Join Barclays PLC

CONNACHER OIL: Moody's Corrects Ratings; Cuts Rating to 'B3'
DANA CORP: Bank Loan Continues Slide at Secondary Market Trading
DHP HOLDINGS: Court Okays Protocol to Sell FMI Assets for $4.7MM
DHP HOLDINGS: May Hire Elliott Greenleaf as Delaware Counsel
DHP HOLDINGS: Panel Gets Green Light to Hire Arent Fox as Counsel

DHP HOLDINGS: Receives Final OK to Use GE Business Collateral
EL PASO: Moody's Affirms 'B3' Rating on $4.905 Mil. 199A Bonds
EUROGAS INC: Posts $1.5MM Net Loss in Quarter ended September 30
EQUITY MEDIA: Seeks to Auction TV Stations April 16
EXPEDIA INC: Posts 2008 Results; Reports Amendment in Credit Pact

FAIRPOINT COMMUNICATIONS: Bank Loan Sells at 42% Discount
FARMERS' MUTUAL: A.M. Best Says Merger No Impact on 'bb-' ICR
FELCOR LODGING: S&P Puts 'B' Corporate Rating on Negative Watch
FISHER COMMUNICATIONS: S&P Puts 'B' Rating on WatchNeg.
FOAMEX INT'L: Organizational Meeting to Form Panel on Friday

FOAMEX INT'L: Moody's Withdraws 'D' Rating on Chapter 11 Filing
FOOTHILLS RESOURCES: Meeting to Form Creditors Panel on Wednesday
FORD MOTOR: Bank Loan Continues Slide in Secondary Market Trading
FORTUNOFF HOLDINGS: Trustee Wants Chapter 7 Liquidation for Firm
FORTUNOFF HOLDINGS: Liquidators May Submit Bids for Assets

FREESCALE SEMICONDUCTOR: Moody's Affirms 'Caa1' Corporate Rating
GENERAL MOTORS: Task Force to Start Analyzing Restructuring Plan
GENERAL MOTORS: Two Governments Deny Aid; Firm Goes to KDB
GENERAL MOTORS: Rating Not Affected By Saab Filing, DBRS Says
GENERAL MOTORS: Viability Plan No Immediate Impact on DBRS Rating

GENERAL MOTORS: Saab Obtains Creditor Protection in Sweden
GLASS YOUTH: Will File for Chapter 11 Bankruptcy Protection
GOLDEN CROSSING: Moody's Downgrades Underlying Rating to 'Ba1'
GREAT CIRCLE: Court Sends Plan for Voting, Deadline on March 20
GREATER OHIO ETHANOL: Lima Ethanol Plant Sold to Paladin

HERTZ CORP: Bank Loan Sells at 30% Off in Secondary Market
HOST HOTELS: S&P Downgrades Corporate Credit Rating to 'BB-'
HRP MYRTLE: Hard Rock Park May Keep Name, Says New Owner
HYPERDYNAMICS CORP: Posts $6.1MM Net Loss in the Last Six Months
JB POINDEXTER: Moody's Downgrades Corp. Family Rating to 'B3'

JEFFERRIES GROUP: Moody's Cuts Preffered Stock Rating to 'Ba1'
JOHN MANEELY: Bank Loan Sells at 42% Off in Secondary Market
JOURNAL REGISTER: Files for Chapter 11 with Pre-Packaged Plan
JOURNAL REGISTER: Ch. 11 Plan Mulls 0% Return to Unsecured Claims
JOURNAL REGISTER: Case Summary & 50 Largest Unsecured Creditors

JUVENT MEDICAL: Organizational Meeting to Form Panel Today
KINGSWAY FINANCIAL: A.M. Best Cuts Issuer Credit Rating to 'b-'
LAMPLIGHTER VILLAGE: Meeting to Form Creditors' Panel on March 2
LEAR CORP: Bank Loan Continues Slide in Secondary Market Trading
LENDINGCLUB CORP: December 31 Balance Sheet Upside-Down by $14MM

LUSTAR DYEING: Asks Court to Dismiss its Chapter 11 Case
MANITOWOC CO: Bank Loan Sells at 20% Off in Secondary Market
MARCUS LEE: Meeting to Form Creditors' Panel on March 2
MASONITE INT'L: Silent on Lender Talks As Forbearance Expires
MASONITE INT'L: Bank Loan Sells at 57% Off in Secondary Market

MICHAELS STORES: Bank Loan Sells at 42% Off in Secondary Market
MIDWAY GAMES: Gets Delisted From New York Stock Exchange
MIDWAY GAMES: Organizational Meeting to Form Panel Today
NAILITE INT'L: Organizational Meeting to Form Panel Today
NEIMAN MARCUS: Bank Loan Sells at 33% Off in Secondary Market

NEW RIVER: GEM VP to Sell 15 Bell Value Place Hotels on March 17
NORTEL NETWORKS: Radware Will Acquire Delivery Business
PLIANT CORP: Organizational Meeting to Form Panel on Tuesday
PHOENIX COMPANIES: Moody's Downgrades Senior Debt Rating to 'Ba1'
QIMONDA NA: Case Summary & 30 Largest Unsecured Creditors

QIMONDA AG: U.S. Unit Fails to Complete Severance Payments
READER'S DIGEST: S&P Junks Corporate Credit Rating From 'B-'
SAAB AB: Saab Obtains Creditor Protection in Sweden
SCO GROUP: Novell Objects Firm's Reorganization Plan
SCOTTISH ANNUITY: S&P Changes Counterparty Credit Rating to 'SD'

SHENANDOAH LIFE: A.M. Best Cuts FRS to 'E' on Receivership
SILVER FALLS: Oregon Regulators Close Bank & FDIC Named Receiver
SIRIUS SATELLITE: Moody's Upgrades Default Rating to 'Caa3'
SKYWARD MOBILE: Files for Chapter 7 Liquidation
SMITTY'S BUILDING: Files Schedules of Assets and Debts

SPRINT NEXTEL: Fitch Downgrades Issuer Default Rating to 'BB'
STANFORD INT'L BANK: Case May Take Receiver a Decade to Finish
SMURFIT-STONE CONTAINER: Default Swaps at 7.87 Cents on Dollar
STANFORD INT'L BANK: Justice Department Suspects Ponzi Scheme
STEAKHOUSE PARTNERS: Court Approves Cash Collateral Stipulation

STEAKHOUSE PARTNERS: May Sell Glendale Restaurant to Joel LaSalle
STEVE MCKENZIE: Trustee to Oversee Debtor's Business Affairs
TALLYGENICOM LP: Ct. OKs Sale Procedures, Payment of Break-Up Fee
TARRAGON CORP: Court Approves Procedures for Sale of Assets
TROPICANA OPCO: Bank Loan Sells at Near 75% Discount

TRW AUTOMOTIVE: Bank Loan Sells at 35% Off in Secondary Market
TYSON FOODS: Fitch Downgrades Issuer Default Rating to 'BB'
TYSON FOODS: Moody's Rates Proposed $500 Mil. Notes at 'Ba3'
TYSON FOODS: S&P Assigns 'BB' Rating on $500 Mil. 2014 Notes
UBS AG: Agrees to Pay US$200 Million to Settle U.S. SEC Charges

UBS AG: U.S. Wants Firm to Disclose Swiss Bank Account Records
UNITED EQUITABLE: A.M. Best Cuts Fin'l Strength Rating to 'C+'
UNITED SECURITY: A.M. Best Cuts Financial Strength Rating to C++
VISTEON CORP: Bank Loan Sells at Almost 80% Discount
WATERBROOK PENINSULA: Court Extends Plan Filing Period to Feb. 20

WELLCARE HEALTH: To Stop Enrollments Into Medicare Health Plans
WEST CORP: Bank Loan Sells at Almost 25% Off in Secondary Market
WHOLE FOODS: S&P Gives Negative Outlook; Affirms BB- Rating
WL HOMES: Files for Chapter 11 Bankruptcy Protection
WORLD FINANCIAL: Moody's Cuts Ratings on 11 Classes of Notes

YELLOWSTONE CLUB: Court Says DIP Lender's Offer Chills Bidding
YOUNG BROADCASTING: Bank Loan Sells 62% Off in Secondary Market

* Auto Industry Bank Loans Slide in Secondary Market Trading
* Charities Feeling Pinch, ABIWorld Says
* Gov't Working on Plan to Help Out Struggling Homeowners
* Experts Suggest Chapter 10 for Firms That Are "Too Big To Fail"

* BOND PRICING: For the Week From February 16 - 20, 2009


                            *********


ABITIBIBOWATER INC: DBRS Comments on Debt Exchange Offer
--------------------------------------------------------
Dominion Bond Rating Service notes that AbitibiBowater Inc.
announced the commencement of private offers to exchange certain
outstanding series of unsecured notes issued by its Bowater Inc.
subsidiary (maturing in the 2009-2021 time period and totalling
$1.8 billion) for new 10% second lien notes (due January 31, 2012)
and 10.5% third lien notes (due March 31, 2012) to be issued by
Bowater Finance II LLC (Bowater Finance).  Concurrent with this
exchange offer, Bowater Finance is offering
$211.2 million of new 15.5% first lien notes due November 15,
2011, to investors that subscribe to the exchange offer outlined
above.  Separately, Bowater Finance has entered into a note
purchase agreement with a private institutional investor, in which
the investor has agreed to purchase, on a private placement basis,
$80 million of first lien notes.  Net cash proceeds from the first
lien notes offering will be used to repay amounts outstanding
under Bowater Inc.'s bank credit facilities.

DBRS placed the ratings of ABH and its subsidiary companies Under
Review with Negative Implications on October 30, 2008, due to the
refinancing risk facing the Company over the near term -- a direct
result of the ongoing global credit crisis.  DBRS was concerned
that substantial debt maturities and limited cash availability may
adversely affect ABH's ability to successfully refinance debt
maturities in the next 12 months.  The successful completion of
the exchange offer of second and third lien notes and the new
issue of first lien notes by Bowater Finance would eliminate the
near-term refinancing risk of one of ABH's subsidiaries.  However,
Abitibi-Consolidated Company of Canada still has a $347 million
term loan due the end of March 2009, and a successful refinancing
or repayment of this loan would be required to remove the Under
Review with Negative Implications designation.

The outlook for newsprint, market pulp and lumber markets -- the
key drivers of ABH's earnings and cash flows -- remains bleak.
The rate of decline in North American newsprint consumption has
increased in recent months and will require aggressive production
curtailments to support current product prices.  Failure to keep
supply close to demand would trigger another downward trend in
prices that would negatively affect earnings and cash flows. In
addition, reduced global economic activity has lowered demand for
all paper and packaging products and the associated raw material,
market pulp.  Rapidly rising pulp inventories have had a negative
impact on pulp prices, a condition that is expected to be
maintained through H1 2009, adding further pressure on corporate
earnings.  As a result, the near-term profitability outlook for
ABH is negative, as the benefits of a weaker Canadian dollar and
stable, albeit low, lumber demand and prices (lumber demand and
prices are close to trough levels for this cycle) are outweighed
by the negative influence of weaker pulp and newsprint markets.
ABH's credit profile is expected to worsen from 2008 levels.  At
September 30, 2008, ABH and subsidiary companies had cash of
$295 million and about $76 million available under the Bowater
Inc. credit agreement.  However, at current levels of cash
consumption, the Company will likely require additional
divestiture proceeds to survive an extended period of depressed
market conditions.  At September 30, 2008, ABH had only completed
$210 million of the planned $750 million of its 2008-2009 asset
sale program, and the current challenging credit environment may
limit the ability of potential purchasers to raise sufficient
funds to finance acquisitions.  ABH and its subsidiaries also face
the spectre of substantial debt maturities in the next three
years.  At September 30, 2008, debt due within one year amounted
to $1 billion, of which $347 million is due March 31, 2009.  A
further $2.4 billion of debt comes due in 2010-2011.  Failure to
refinance these debt maturities, or raise sufficient cash from
divestitures to pay down near-term debt maturities, would force
the Company to restructure.


ADVANCED MICRO: Asset Strategy Won't Affect Moody's 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service said Advanced Micro Device's shareholder
approval for its asset smart strategy does not affect the
company's B3 Corporate Family Rating and negative ratings outlook.

The last rating action on Advanced Micro Devices was a downgrade
of the company's Corporate Family Rating to B3 on December 10,
2008.

AMD's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of AMD's core industry and AMD's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, is the world's second largest designer and
manufacturer of microprocessors.  With an approximate 20% unit
share of the microprocessor market, AMD generated $5.8 billion of
revenues for the fiscal year ended December 2008.


ALBERT S. FARKAS: Relative Bids $175,000 for Pa. Boarding House
---------------------------------------------------------------
Albert S. Farkas and Alberta H. Farkas will ask the United States
Bankruptcy Court for the Western District of Pennsylvania, subject
to higher and better offers, to approve the sale of a Boarding
House and real property located at 1000 Fifth Ave. in McKeesport,
Pennsylvania, to Christopher A. Farkas for $175,000.

Christopher Farkas, the proposed Buyer, will pay $30,000 to the
Estate at the time of Closing.  The Estate will finance the
balance of the purchase price at 7% per annum, amortized over 20
years.  The Buyer shall use his best efforts to secure private
financing at the earliest possible date.  In any event, the Buyer
shall pay the loan balance in full within three years of the date
of Closing.  All liens asserted by the Internal Revenue Service,
Commonwealth of Pennsylvania Department of Revenue, Commonwealth
of Pennsylvania Department of Labor & Industry, City of
McKeesport, McKeesport Area School District, Allegheny County, and
The Municipal Authority of Westmoreland County shall remain in
full force and effect until such time as the Buyer pays the full
amount of the purchase price.  At that time, all liens shall be
divested and shall attach to the fund created from the sale.  The
property is being sold in an "as is, where is" condition and free
and clear of all liens and encumbrances.  The Closing is to be
held within 30 days of the Bankruptcy Court Order confirming the
sale becoming final.  The Debtors will sign a Special Warranty
Deed.

Complete information and inspection of the property to be sold can
be obtained by contacting the Debtors' attorney:

        Alan E. Cech, Esq.
        Morella & Associates, P.C.
        706 Rochester Road
        Pittsburgh, PA 15237
        Telephone (412) 369-9696
        E-mail aecech@morellalaw.com

Albert S. Farkas and Alberta H. Farkas sought protection under
chapter 11 (Bankr. W.D. Pa. Case No. 07-28199) on Dec. 31, 2007.
A free copy of Mr. and Mrs. Farkas' chapter 11 petition is posted
at: http://bankrupt.com/misc/pawb07-28199.pdf


ALERIS INT'L: Lenders Shun Bank Debt; Loan Trades at 95% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Aleris
International Inc. is a borrower traded in the secondary market at
5.50 cents-on-the-dollar during the week ended February 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 11.50
percentage points from the previous week, the Journal relates.
The loan matures December 15, 2013.  Aleris pays 237.5 basis
points over LIBOR to borrow under the facility.  The bank loan
carries a Standard & Poor's default rating.

                  About Aleris International

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

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


AMERICAN RESERVE: A.M. Best Withdraws Ratings Due to Merger
-----------------------------------------------------------
A.M. Best Co. said February 20, 2009, that it has withdrawn the
financial strength rating (FSR) of B (Fair) and issuer credit
rating (ICR) of "bb" of American Reserve Life Insurance Company
(ARLIC) (Edmond, OK).  Concurrently, A.M. Best has assigned a
category NR-5 (Not Formally Followed) to the FSR and an "nr" to
the ICR as a result of the merger with an affiliate company.

ARLIC was purchased by Heritage Guaranty Holdings, Inc. (Dallas,
TX) in 1999 and is under the ultimate ownership of May's Trust,
which also owns real estate operations including three publicly
traded real estate investment trusts.  ARLIC was the lead
insurance entity of the group; however, the majority of insurance
business resides in Liberty Bankers Life Insurance Company (LBLIC)
(Edmond, OK), a subsidiary of ARLIC.

Effective December 31, 2008, ARLIC was merged into LBLIC. The FSRs
and ICRs of the remaining life/health subsidiaries of Heritage are
unchanged.


ARAMARK CORP: S&P Changes Outlook to Stable, Keeps B+ Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on ARAMARK Corp. to stable from positive.  At the same
time, S&P affirmed its ratings on ARAMARK, including the 'B+'
corporate credit rating.

The outlook revision reflects S&P's expectation that ARAMARK's key
credit protection measures will remain closer to current levels
over the near term, compared with S&P's earlier expectations of
credit measures strengthening to support an upgrade, including
leverage improving closer to 5x.  Currently, S&P estimates
leverage as measured by total adjusted debt to EBITDA to be
slightly more than 6x.  Although S&P believes that the company
continues to maintain a good liquidity position, S&P expects that
extremely challenging macroeconomic conditions will continue to
pressure operating performance in 2009.

Philadelphia, Pennsylvania-based ARAMARK had close to $6 billion
of reported debt as of Jan. 2, 2009.

The ratings on ARAMARK continue to reflect its highly leveraged
financial profile and significant cash flow requirements to fund
interest and capital expenditures.  ARAMARK benefits from its good
position in the competitive, fragmented markets for food and
support services, and uniform and career apparel.  These positions
have translated into a sizable stream of recurring revenues and
healthy cash flow generation.

"The stable outlook reflects our belief that ARAMARK will continue
to generate meaningful cash flow and maintain sufficient
liquidity, despite very weak macroeconomic conditions," said
Standard & Poor's credit analyst Mark Salierno.  S&P still expects
that the company's credit measures will improve in the near to
intermediate term, albeit at a slower pace than previously
anticipated.  S&P estimates that if fiscal 2009 sales decline by
low- to mid-single digits and EBITDA margins remain near current
levels, leverage would still fall below 6x and funds from
operations to total debt would remain in the 10% area.  If ARAMARK
can continue to improve key credit ratios, specifically leverage
closer to 5.5x, S&P could revise the outlook back to positive.

"Alternatively, if deteriorating economic conditions pressure
performance to the extent that cash flow generation and credit
measures weaken meaningfully, S&P could consider revising the
outlook to negative," he continued.


ASSOCIATED ESTATES: Moody's Affirms 'B1' Senior Debt Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Associated
Estates Realty Corporation (senior unsecured debt shelf rating at
(P)B1) and revised the rating outlook to stable, from positive.
The stable outlook reflects the REIT's adequate liquidity,
progress at reducing its Midwest concentrations, and still
positive operating performance.  However, Moody's expects
Associated's portfolio will face challenges ahead as the slowing
economy and accelerating job losses will likely pressure
multifamily fundamentals through at least 2009.

Moody's notes that Associated has improved the quality of its
multifamily portfolio in recent years, disposing of older, slower-
growth assets and reducing its geographic concentration in Ohio
and Michigan.  These markets comprised 48% of property net
operating income as of 4Q08, down from 62% at year-end 2006.  With
a newer, more diversified property portfolio, Moody's believes
that Associated is better positioned to weather what will likely
be very challenging operating conditions ahead.

Moody's notes that Associated's liquidity is adequate as it has
sufficient capacity to fund its obligations through at least 2010.
The REIT has a well-laddered debt maturity schedule with $72
million maturing in 2009 and $79 million in 2010.  Line of credit
availability was $129 million at year-end 2008 and, as a
multifamily REIT, Associated has access to Fannie Mae and Freddie
Mac secured lending programs.  Moody's expect Associated to
utilize this source of funding to address upcoming maturities
while retaining ample line of credit capacity (the line expires in
2011).

Moody's believes Associated's still high geographic
concentrations, small size, and reliance upon secured financing
remain important credit challenges.  In addition, effective
leverage remains high (62% of gross assets) and fixed charge
coverage is modest at 1.6x for 2008.  Moody's expects Associated
to make further progress with its portfolio repositioning efforts
and goal to reduce leverage.  But given the current economic and
capital markets environment, Moody's expect it will take time as
market conditions allow.

Moody's indicated that a rating upgrade would depend on sound
operating performance, coupled with a reduction in effective
leverage closer to 50% of gross assets and improvement in fixed
charge coverage to 1.8x.  An ability to further reduce geographic
concentration would also provide upward momentum, as would a
demonstrated capacity to grow.  Downward ratings movement would
reflect any significant deterioration in operating performance,
measured by negative same store growth over several consecutive
quarters.  In addition, fixed charge coverage consistently below
1.5x and leverage closer to 65% would also likely result in a
downgrade.

Moody's last rating action with respect to Associated Estates
Realty Corporation was on July 19, 2007, when its ratings were
affirmed with a positive outlook.

These ratings were affirmed with a stable outlook:

  * Associated Estates Realty Corporation -- (P)B1 senior
    unsecured debt shelf; (P)B3 preferred stock shelf

Associated Estates Realty Corporation is a real estate investment
trust headquartered in Richmond Heights, Ohio.  The REIT directly
or indirectly owns or manages 52 multifamily properties located in
nine states.


ATP OIL: Bank Loan Sells at 50% Discount in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 50.33 cents-
on-the-dollar during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.17 percentage points
from the previous week, the Journal relates.  The loan matures
December 30, 2013.  ATP Oil & Gas pays 475 basis points over LIBOR
to borrow under the facility.  The bank loan is unrated.

ATP Oil & Gas bank debt traded in the secondary market at 52.50
cents-on-the-dollar during the week ended February 13, 2009,
representing a drop of 3.07 percentage points from the previous
week.

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

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


BANK OF AMERICA: Attorney General Subpoenas CEO Over Merrill
------------------------------------------------------------
New York State Attorney General Andrew Cuomo has subpoenaed Bank
of America Chairperson and CEO Kenneth Lewis over the bank's
purchase of Merrill Lynch & Co., Susanne Craig and Dan Fitzpatrick
at The Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, Mr. Cuomo is investigating whether BofA withheld
information from investors in violation of state law.  Mr. Cuomo,
says WSJ, is trying to determine if investors were misled about
the depth of Merrill Lynch's losses in 2008 and whether details of
the bonuses to Merrill Lynch workers should have been disclosed to
investors.

Citing sources, WSJ states that investigators questioned former
Merrill Lynch CEO John Thain on Thursday about the nature of some
$4 billion in bonuses to employees.  According to the report, the
investigators wanted to know why the September merger agreement
contained a nonpublic attachment that outlined the maximum Merrill
could pay.  The report, citing a person familiar with the matter,
says that Mr. Lewis has caught the regulators' attention when he
said before the Congress earlier this month that he had "no
authority" over bonuses.  The source said that the bonuses were
detailed in the merger agreement and part of the bonuses were paid
in BofA stock, the report states.

WSJ, citing a person familiar with the matter, reports that the
investigators studying how Merrill Lynch could have set and then
informed workers about the bonuses before the quarter closed.  The
investigators want to find out whether trading losses were
adequately disclosed to shareholders and to the boards of each
company, and what the top executives approving the bonuses knew
about the losses.

According to WSJ, BofA chief administrative officer J. Steele
Alphin and Andrea Smith also received subpoena from Mr. Cuomo.
The report says that Ms. Smith was involved in setting
compensation of several top Merrill Lynch executives.

WSJ relates that fears on BofA's possible nationalization led the
bank's shares to drop another 14% on Thursday, closing at $3.93.
Citing Mr. Lewis, WSJ states that policy officials in Washington
said that the national option isn't on the table.  Mr. Lewis has
urged the government to assure the public that there are no plans
of nationalizing BofA, WSJ says.

                       About Bank of America

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

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.


BANK OF AMERICA: Makes $402MM TARP Dividend Payment to Gov't
------------------------------------------------------------
Bank of America Corporation has made its first dividend payment to
the U.S. government under the Troubled Asset Relief Program.

The payment, totaling $402 million, reflects Bank of America's
ongoing commitment to paying back U.S. taxpayers.  The payment
represents the dividend on the Fixed-Rate Cumulative Perpetual
Preferred Stock issued in connection with the $45 billion in
government investments that Bank of America received in late 2008
and early 2009.

Approximately $223 million relates to the federal government's $15
billion investment in Bank of America made under the Capital
Purchase Program of the Troubled Asset Relief legislation and an
additional $50 million relates to the federal government's
$10 billion investment in Bank of America as part of the agreement
to acquire Merrill Lynch & Co., Inc.  The remaining $129 million
stems from the government's $20 billion investment on January 16
to help facilitate the acquisition of Merrill Lynch.  Total cash
dividend payments to the government in 2009 will reach
approximately $2.8 billion.

"It is our intention to pay back these loans, as soon as
possible," said Bank of America Chairman and Chief Executive
Officer Ken Lewis.  "In the meantime, we are using these funds to
support the U.S. economy by extending credit to individuals and
businesses."

Bank of America extended more than $115 billion in new credit
during the fourth quarter of 2008, of which about $49 billion was
in commercial non-real estate; $45 billion was in mortgages;
nearly $8 billion was in domestic card and unsecured consumer
loans; nearly $7 billion was in commercial real estate; more than
$5 billion was in home equity products; and approximately
$2 billion was in consumer Dealer Financial Services.

Bank of America also committed to assisting as many as 630,000
customers to help them stay in their homes, representing more than
$100 billion in mortgage financing.  In 2008, the company modified
approximately 230,000 home loans -- representing more than $44
billion in mortgage financing. Bank of America also modified
nearly 700,000 credit card loans for borrowers experiencing
financial hardship last year.

                       About Bank of America

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

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.


BEARINGPOINT INC: Organizational Meeting to Form Panel on Feb. 27
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will hold
an organizational meeting on February 27, 2009, at 11:00 a.m. in
the bankruptcy cases of BearingPoint Inc., and its affiliates.
The meeting will be held at the Office of the United States
Trustee, 80 Broad Street, 4th Floor, in Manhattan (Tel: (212)
510-0500).

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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.


BERNARD L. MADOFF: Milberg Seeks Out Victims of Ponzi Scheme
------------------------------------------------------------
The Dealbook blog at The New York Times says that the Milberg law
firm is seeking out victims of Bernard L. Madoff's alleged
$50 billion Ponzi scheme.

According to Dealbook, Milberg has formed an unofficial committee
of claim holders and has filed to have official standing with the
Federal Bankruptcy Court overseeing the Bernard L. Madoff
Investment Securities LLC's liquidation.  Milberg, according to
Dealbook, said that it had gathered five members for the committee
who have a combined $46 million of claims against Mr. Madoff.
Dealbook states that Milberg, by forming an unofficial creditors'
committee, hopes to have the advantage in any disputes over future
distributions made from the Madoff estate.  The blog relates that
Milberg expects its other clients in the Madoff case to join the
committee in the near future.

Dealbook says that the treatment of multiple brokerage accounts
registered under the same name and the distributions made to
feeder funds that pooled investors' capital before giving it to
Mr. Madoff could be among the issues that could arise.

Dealbook quoted Jonathan M. Landers, a lawyer at Millberg, as
saying, "There is a pot of money that will be distributed and
there will be a lot of issues that need to be worked out among all
the claimants."

Dealbook states that claimants have until July 2, 2009, to present
claims to the bankruptcy court.

                     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.


BROOKLYN NAVY: Moody's Downgrades Senior Debt Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt
rating of Brooklyn Navy Yard Cogeneration Partners L.P. (BNY
Cogen) to Ba2 from Ba1.  The rating is under review for possible
further downgrade.

The downgrade of BNY Cogen reflects the volatile debt service
coverage ratios that have persisted at this project for the past
few years and a couple of unfavorable tax rulings.  Most recently,
for the 12 months ended September 30, 2008, the debt service
coverage ratio was 0.96x.  The DSCR for the full year 2007 was
only 1.09x.  These figures are below the 1.30x level Moody's had
previously indicated was needed on a sustainable basis to maintain
the Ba1 rating.  They are also well below the 1.45x level that was
expected at this time according to the original offering circular.
There are several reasons for this.  The lower coverages reflect
uneven operating performance at the plant in some years and higher
than expected operations and maintenance expenses and higher
contributions to the major maintenance reserve.  In addition, the
lower coverages reflect the financial impact on cash flow from gas
usage tax payments the project has been making of approximately
$600K per month.  BNY Cogen learned that it is liable for certain
use taxes assessed by the City of New York on the use of natural
gas in the City of New York.  The project is paying this amount
under protest and believes that it may ultimately be able to pass
this cost on to rate payers due to favorable legislation that was
passed in the New York State Senate and Assembly.  In the
meantime, however, this tax is impacting cash flow and therefore
coverage levels.

Furthermore, the project has learned that the usage tax may apply
retroactively for the period December 1, 2001 to May 31, 2007.
Although management believes the ultimate liability may be
substantially less, it estimates that the maximum potential
liability as of September 30, 2008, including interest and
penalties, could be $20 million.  At the same time, there is a
separate estimated gas importation tax liability of potentially
another $20 million, although management believes that this
liability will be reduced due to an indemnification from previous
owner Edison Mission Energy for tax payments prior to March 31,
2004.  Management is unable to predict the ultimate outcome of
both of these tax liabilities.  This creates a high degree of
uncertainty and, depending upon the final outcome, could be
adverse to the project's liquidity.

The rating is under review for possible further downgrade.  The
review will consider the financial results for the full year 2008
and the budget/forecast for 2009 once they are made available.
The review will also attempt to clarify some of the uncertainty
surrounding the amount and timing of the tax liabilities and to
try to quantify the indemnification from EME.  The rating could be
lowered if the weak coverage ratios persist, if operating problems
return or if the tax liabilities put strong pressure on liquidity.
On the other hand, the review could also be concluded at the Ba2
rating level if coverages of at least 1.20x could be achieved on a
sustainable basis and if BNY Cogen's tax liabilities could be
resolved without negatively impacting liquidity.  Other factors to
be considered as part of this review include the level of
liquidity available to BNY Cogen and the ability and willingness
of the owners/sponsors to support this project if needed.  Based
upon what Moody's know and anticipate at this stage, Moody's does
not expect that the outcome of the review will result in a multi-
notch downgrade of the rating of BNY Cogen.

The current rating also reflects the strength of the project's
long-term energy sales agreement (2036) for electricity and steam
with Consolidated Edison Company of New York, Inc. (A1 senior
unsecured, outlook negative), the importance of the project's
steam to the City of New York and its valuable "in-city
generation" location.

The last rating action was on May 14, 2003, when the senior
secured rating of Brooklyn Navy Yard Cogeneration Partners L.P.
was lowered to Ba1 from Baa3.

Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas-
fired cogeneration facility located in Brooklyn, New York.  The
project sells 100% of its power and steam output to ConEd under a
long term sales agreement that expires in 2036.  BNY Cogen is
jointly owned by Mission Energy New York Inc. and B41 Associates
L.P., which have owned the project since inception.  In 2004,
Mission Energy New York was purchased by Tyche Power Partners LLC,
which is in turn owned by Olympus Holdings LLC and Metalmark
Capital.


BROOKSTONE INC: Downturn in Operations Cue S&P's Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Merrimack, New Hampshire-based Brookstone Inc., including the
corporate credit rating, which S&P lowered to 'CCC' from 'B'.  At
the same time, S&P lowered the rating on Brookstone Co. Inc.'s
$185 million second-lien senior secured notes to 'CCC-' from 'B'
S&P also revised the recovery rating on the issue to '5' from '4'.
The '5' recovery rating indicates that lenders can expect modest
(10%-30%) recovery in the event of a default.  The outlook is
negative.

"The downgrade reflects the recent severe downturn in operations,
expectations for further performance declines, and a substantial
deterioration in credit protection metrics," said Standard &
Poor's credit analyst David Kuntz.  Furthermore, S&P project that
the company may burn through enough cash over the next year to
activate a springing covenant that it may not be able to meet.


BROWNSVILLE HEALTH: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Tribune-Review reports that Brownsville Health Solutions Inc.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of Pennsylvania.

Court documents say that Brownsville Health listed $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.

The Tribune-Review relates that Brownsville Health operated the
Brownsville Tri-County Hospital that closed on February 12 due to
financial difficulties.  Brownsville Health reopened the 40-bed
hospital in July 2008 after it was closed for two years, says The
Tribune-Review.  According to the report, the hospital board has
surrendered its hospital license when a bankruptcy trustee for the
former Brownsville Hospital sought to enforce a $6 million
judgment.  Presidential Healthcare Credit Corp., the report says,
has sued Brownsville Health in federal court for allegedly
defaulting on a $3 million line of credit.

Brownsville, Pennsylvania-based Brownsville Health Solutions,
Inc., dba Brownsville Tri-County Hospital, filed for Chapter 11
bankruptcy protection on February 18, 2009 (Bankr. W.D. Pa. Case
No. 09-20998).  Robert O. Lampl, Esq., who has an office in
Pittsburgh, Pennsylvania, assists the company in its restructuring
effort.  The company listed $10 million to
$50 million in assets and $10 million to $50 million in debts.


BULK PETROLEUM: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Tom Daykin at the Journal Sentinel reports that Bulk Petroleum
Corp. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of Wisconsin.

Court documents say that Bulk Petroleum listed $50 million to $100
million in assets and $50 million to $100 million in liabilities.
Michael Dunn, the attorney for Bulk Petroleum, said that the
company will file to the court a more detailed accounting of its
finances by the middle of March, the Journal Sentinel states.

Bulk Petroleum's largest unsecured creditors are Citgo Petroleum
Corp., which is owed $4.96 million, and Marathon Ashland LLC,
which is owed about $3.46 million, according to court documents.
The Journal Sentinel relates that the largest local unsecured
creditor is Milwaukee law firm Fox, O'Neill & Shannon, which holds
a $112,288 claim against Bulk Petroleum.

According to the Journal Sentinel, several real estate holding
firms affiliated with Bulk Petroleum also filed for Chapter 11
protection.  Citing Mr. Dunn, the Journal Sentinel says that those
firms own gas stations in Wisconsin, Illinois, and several other
Midwestern states, which are then leased to individual operators.
Mr. Dunn, according to the report, said that Bulk Petroleum
guaranteed the debts of those companies.

The Journal Sentinel notes that Bulk Petroleum owner Darshan
Dhaliwal said that the firm was profitable in 2008, but the
record-setting spike in oil prices during that time made it more
expensive for Bulk Petroleum to purchase gasoline and made it more
difficult for gas station operators to pay for the gasoline they
bought from Bulk Petroleum.

Mr. Dhaliwal, according to the Journal Sentinel, said that the
record-high gas prices caused many people to cut back on their
driving habits.  Citing Mr. Dhaliwal, the report says that the
reduction in driving hasn't changed despite the drop in gas
prices, with the recession leading to driving cutbacks.  Mr.
Dhaliwal said that gas station operators have then fallen behind
on paying their bills to Bulk Petroleum, leading to the firm's
bankruptcy, the report states.

Mr. Dhaliwal said that Bulk Petroleum has 29 workers, the Journal
Sentinel relates.

                      About Bulk Petroleum

Mequon, Wisonsin-based Bulk Petroleum Corp. supplies gasoline to
over 200 gas stations throughout the Midwest.  It buys gasoline
from oil companies and then sells it to individual gas stations.
The company filed for Chapter 11 bankruptcy protection on February
18, 2009 (Bankr. E.D. Wis. Case No. 09-21782).
Jerome R. Kerkman, Esq., at Kerkman & Dunn assists the company in
its restructuring effort.  The company listed $50 million to
$100 million in assets and $50 million to $100 million in debts.

Bulk Petroleum's debtor-affiliates that filed separate Chapter 11
petitions include Charanjeet Illinois Stations No. 6, Inc.,
Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin
Stations, LLC, Interstate Petroleum Products, Inc., Rakhra
Wisconsin E-Z Go Stations Three, Inc., and Sartaj"s Illinois Nine,
LLC.


BURLINGTON COAT: Bank Loan Sells at 60% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 37.42 cents-on-the-dollar during the week ended
February 20, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 4.92 percentage points from the previous week, the Journal
relates.  The loan matures May 28, 2013.  Burlington Coat pays 225
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's CCC+ rating.

Burlington Coat Factory Warehouse Corporation, headquartered in
Burlington, New Jersey, is a nationwide off price apparel retailer
that operates approximately 427 stores in 44 states under the
nameplates of Burlington Coat Factory, Cohoes, MJM, and Baby
Depot.  Revenues for the twelve month period ended
November 29, 2008 were approximately $3.5 billion.


CALIFORNIA STATE: Will Implement Tax Increases & Cut Spending
-------------------------------------------------------------
Stu Woo and Justin Scheck at The Wall Street Journal report that
California's legislature has approved a plan to close a
$42 billion budget gap to save the state from insolvency by asking
residents to give as much as $13 billion in new taxes while the
state will cut spending by $15 billion over the next 17 months,
including $8.6 billion from public education.

Guy Adams at The Independent notes that the state government was
operating at a loss of $12 billion per year, a figure that is
increasing and could reach $42 billion in 2010.

WSJ relates that Gov. Arnold Schwarzenegger had said that on
February 20, he would sign the plan that the legislature agreed
on.   According to the report, some of the taxes and spending cuts
will be implemented immediately, while others will start on July
1.  The report says that voters will vote on some aspects of the
plan, such as a state spending cap, later this year.

The budget, WSJ notes, calls for increasing the sales tax by one
percentage point and adding an increase of 0.25% to state income
taxes.  The state government, to save $1.4 billion from payroll
costs, will eliminate two state holidays, change overtime rules,
and furlough workers at least one day per month, WSJ relates.
According to the report, the plan will increase state university
fees and trim $8.6 billion from public education.

The Independent reports that Gov. Schwarzenegger sent redundancy
notices to 20,000 government workers and closed California's last
remaining public works projects on Tuesday when state politicians
failed to pass a budget earlier.

WSJ states that even with the proposed tax hikes and spending
cuts, California will have to borrow money and use some of its
share of federal stimulus money to make up the budget deficit.

According to WSJ, California lawmakers, Democrats, and Republicans
said that as much as they didn't like much of the plan, they
feared not doing anything on California's crumbling economy, which
delayed millions of income-tax refund checks and froze thousands
of construction projects to keep the state from running out of
cash this month.


CENTENE CORP: A.M. Best Assigns 'B+' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. assigned on February 10, 2009, financial strength
ratings (FSR) of B+ (Good) and issuer credit ratings (ICR) of
"bbb-" to Peach State Health Plan, Inc. (Smyrna, GA), Superior
HealthPlan, Inc. (Austin, TX), Buckeye Community Health Plan, Inc.
(Columbus, OH), Coordinated Care Corporation Indiana, Inc.
(Indianapolis, IN), Managed Health Services Insurance Corporation
(Milwaukee, WI), Total Carolina Care, Inc. (Columbia, SC) and
Bankers Reserve Life Insurance Company of Wisconsin (Milwaukee,
WI). A.M. Best also has assigned an FSR of B (Fair) and ICR of
"bb" to University Health Plans, Inc. (Edison, NJ).  All of these
entities are insurance subsidiaries of Centene Corporation
(Centene) [NYSE: CNC] (headquartered in St. Louis, MO).  The
outlook for these ratings is stable.

Concurrently, A.M. Best has downgraded the FSR to B++ (Good) from
A- (Excellent) and ICR to "bbb" from "a-" of Celtic Insurance
Company (Celtic) (Chicago, IL).  The ratings have been removed
from under review with negative implications and assigned a stable
outlook.  These ratings were placed under review in March 2008,
following the announcement that Centene planned an acquisition of
Celtic.  The acquisition closed in July 2008.

Additionally, A.M. Best has assigned an ICR of "bb-" and debt
rating of "bb-" to the $175 million 7.25% senior unsecured notes
due 2014 of Centene.  The outlook assigned to these ratings is
stable.

The ratings are based on Centene's multi-state market presence,
consistent premium revenue growth, growing specialty service
revenue and positive net income levels.  Currently, Centene
manages Medicaid contracts in nine states.  Centene has
consistently recorded premium revenue growth over the last five
years, mainly driven by acquisitions, and has reported positive
net income for four of the last five years on a consolidated
basis.  Centene also provides medical management services to its
Medicaid managed care plans as well as to states that contract for
those services directly.  Revenue from these programs has grown to
approximately 20% of total revenue.  Through the acquisition of
Celtic, Centene is now able to offer health insurance products in
49 states and the District of Columbia.

Offsetting rating factors include Centene's revenue and net income
dependence on state and federally funded Medicaid programs, which
could experience pressure due to budget constraints and general
economic conditions.  Although Centene has made capital
contributions in support of its subsidiaries, the risked-based
capitalization of the Medicaid insurance subsidiaries is
considered modest.

The downgrading of Celtic's ratings reflects the company's decline
in capitalization since its acquisition by Centene.  Since being
acquired by Centene, $31 million was dividended out of Celtic in
third quarter 2008, resulting in a substantially lower level of
capitalization.  Furthermore, given the current recession and
declining premium revenues, significant premium growth is
unlikely.


CHARTER COMMUNICATIONS: Bank Loan Sells at Substantial Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
79.75 cents-on-the-dollar during the week ended February 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.82
percentage points from the previous week, the Journal relates.
The loan matures March 6, 2014.  Charter pays 200 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B1 rating and Standard & Poor's C rating.

Meanwhile, participations in a syndicated loan under which company
Fairpoint Communications is a borrower traded in the secondary
market at 58.00 cents-on-the-dollar.  This represents a drop of
2.50 percentage points from the previous week.  The loan matures
March 31, 2015.  Fairpoint pays 275 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's BB+ rating.

Syndicated loan of bankrupt Young Broadcasting sold for 38.00
cents-on-the-dollar in the secondary market.  This represents a
drop of 2.42 percentage points from the previous week.  Young
Broadcasting pays 225 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ca rating and Standard &
Poor's D rating.

                   About Charter Communications

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

                          *     *     *

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

In December, Fitch Ratings placed Charter Communications, Inc.'s
'CCC' Issuer Default Rating and the IDRs and individual issue
ratings of Charter's subsidiaries on Rating Watch Negative.
Approximately $21.1 billion of debt outstanding as of Sept. 30,
2008 is effected by Fitch's action.  In addition, Moody's
Investors Service lowered the Probability-of-Default Rating for
Charter Communications to Ca from Caa2 and placed all ratings
(other than the SGL3 Speculative Grade Liquidity Rating) for the
company and its subsidiaries under review for possible downgrade.
Standard & Poor's Ratings Services also lowered its corporate
credit rating on Charter Communications to 'CC' from 'B-'.  S&P
said that the rating outlook is negative.

The TCR said Feb. 19, 2009, that Charter Communications reached an
agreement in principle with holders of certain of its
subsidiaries' senior notes holding approximately $4.1 billion in
aggregate principal amount of notes issued by Charter's
subsidiaries, CCH I, LLC and CCH II, LLC.  Pursuant to separate
restructuring agreements, dated Feb. 11, 2009, entered into with
each Noteholder, on or prior to April 1, 2009, Charter and its
subsidiaries expect to file voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code to implement a
restructuring aimed at improving its capital structure.


CHRYSLER LLC: Task Force to Start Analyzing Restructuring Plan
--------------------------------------------------------------
Maya Jackson Randall at The Wall Street Journal reports that the
the Presidential Task Force on the Auto Industry will start
analyzing the restructuring plans that General Motors Corp. and
Chrysler LLC submitted last week.

WSJ relates that Treasury Secretary Timothy Geithner and White
House economic adviser Lawrence Summers are leading the task
force, which will have its first meeting at the Treasury
Department.  Mr. Geithner said in a statement that the task force
would meet "to analyze the companies' plans and to solicit the
full range of input from across the administration on the
restructuring necessary for these companies to achieve viability."

According to WSJ, the meting is expected to start the talks
between the government and the automakers.  The meeting will be
closed to the press, WSJ says, citing the Treasury.

WSJ states that the government said that it will take a great deal
of support to keep the struggling firms viable.  White House Press
Secretary Robert Gibbs said in a statement, "It is clear that
going forward, more will be required from everyone involved --
creditors, suppliers, dealers, labor and auto executives
themselves -- to ensure the viability of these companies going
forward."

House Speaker Nancy Pelosi said in a statement that the
reorganization plans represent "the next step in what has been a
difficult and disappointing chapter for the American economy, but
I hope it will become the transformation of our domestic
automobile industry into a viable, technologically advanced and
globally competitive manufacturing force."

No more taxpayer money should be given to Chrysler until its
parent company, Cerberus, agrees to inject more funds into the
firm, as "this is a private equity-owned company.  I don't see how
we put any more taxpayer money into it.  [Cerberus] has enough
money, if it wants to put up money it should do so," WSJ quoted
Sen. Judd Gregg as saying.

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

                         *     *     *

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

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

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

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


CHRYSLER LLC: Viability Plan No Immediate Impact on DBRS Rating
---------------------------------------------------------------
Dominion Bond Rating Service notes that Chrysler LLC has submitted
a revised Restructuring Plan to the United States Department of
the Treasury.  The Revised Plan has no immediate impact on
Chrysler's current ratings, with the Issuer Rating remaining at CC
with a Negative trend.  DBRS continues to be of the opinion that
the Company has just sufficient liquidity to maintain operations
over the near term, with the Revised Plan seeking additional
government funding relative to the $7 billion initially requested
under the Company's previous restructuring plan submitted on
December 2, 2008.  DBRS also notes that, absent additional
funding, the Company's liquidity position could fall below
minimally required levels in the near term.

With respect to funding, the Revised Plan requests an additional
$2 billion, citing global automotive conditions even more
depressed than those stipulated only two months prior.  Under its
new forecast, Chrysler now projects the U.S. seasonally adjusted
annual rate (SAAR) in 2009 to drop to 10.1 million units (from
11.1 million units).  In addition, from 2009 to 2012, the Company
now forecasts an average SAAR of 10.8 million units, which in
aggregate represents a reduction of 7.2 million units over the
four-year period.  In accordance with this revised scenario, the
Company's total requested funding now amounts to $9 billion; DBRS
notes that thus far, $4 billion in U.S. Troubled Assets Relief
Program (TARP) funding has been disbursed.

Regarding Chrysler's deliverables, the Company has outlined the
progress it has made on several fronts.  With respect to workforce
reductions, through year-end 2008 Chrysler lowered its staff
levels by 32,000, with a further reduction of 3,000 workers
planned for this year.  Additionally, the Company eliminated
1.2 million units of production capacity and plans on taking out a
further 100,000 units of capacity this year. Four vehicle models
were recently discontinued and three additional models are to be
phased out this year as well.

Chrysler also indicated that it has reached a new agreement with
the United Auto Workers to further lower labor costs to a level
that is competitive with the transplant automotive manufacturers;
however, no specifics have been provided.  Similarly, the Company
stated that it anticipates that the second-lien debt holders will
agree to a debt-to-equity conversion, with no further details
being disclosed.

In response to the specific request of the U.S. government,
Chrysler also provided a scenario for what would happen if the
Company were to fail.  However, the Company remains firmly of the
opinion that its restructuring would be best achieved outside of
formal bankruptcy proceedings.  Additionally, the Company contends
that it can continue to be viable on a stand-alone basis.
However, Chrysler also refers to its proposed strategic alliance
with Fiat S.p.A. and notes that this would provide access to
competitive fuel-efficient vehicle platforms, as well as
distribution capabilities in key growth markets.

Nevertheless, DBRS notes that should the Revised Plan ultimately
be approved by the U.S. government and result in additional
funding, the Company's liquidity position would remain weak and
not fundamentally changed.  For the time being, previous rating
actions related to Chrysler sufficiently incorporate its current
credit profile.  However, the extremely volatile market conditions
do not preclude further rating actions in the near term.


CIRCUIT CITY: Seeks July 8 Extension to File Chapter 11 Plan
------------------------------------------------------------
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 Chapter 11 plan filing period through and
     including July 8, 2009; and

(ii) their exclusive period to solicit acceptances of that plan
     through and including September 6.

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.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Omni Air Wins Learjet Auction; Bid Hiked By $75,000
-----------------------------------------------------------------
Circuit City Stores, Inc., and its affiliates sought permission
from the United States Bankruptcy Court for the Eastern District
of Virginia to auction off a Learjet 45 aircraft with AVEST LLC as
lead bidder.  Circuit City, which has made a decision to liquidate
its stores instead of keeping its business, signed a contract
under which it will sell the jet to AVEST, subject to higher and
better offers.

AVEST signed an agreement to purchase the Aircraft for $3,800,000
"as is, where is", and placed $150,000 of the purchase price into
escrow.

The auction, however, spurred market interest and ended up with
Omni Air Transport, LLC, as the highest bidder and Meisner
Aircraft LLC and Jet Sales Stuart, LLC, as second highest.

At the hearing that followed the auction, the Bankruptcy Court
granted the sale of the Aircraft to Omni Air for $3,875,000.  The
Court instructed the Debtor to close the sale with Meisner in the
event the highest bidder fails to close on the sale.

Copies of Omni Air's and Meisner's purchase agreements are
available for free at:

http://bankrupt.com/misc/CC_PurchaseAgreement_Learjet_OmniAir.pdf
http://bankrupt.com/misc/CC_PurchaseAgreement_Learjet_Meisner.pdf

The Court also directed the Debtors to pay $92,664 for ad valorem
taxes assessed against the Aircraft to Henrico County from the
sale proceeds.  If the taxes are paid after March 31, 2009,
statutory interest at the rate of 4% will be paid by the
bankruptcy estates.

                        About Circuit City

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

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

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

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

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


CITIGROUP INC: John Longley to Leave Firm, to Join Barclays PLC
---------------------------------------------------------------
Matthias Rieker and David Enrich at The Wall Street Journal report
that John Longley, the CEO of Citigroup Inc.'s private banking
business in the U.S. and Canada, will leave the company and join
Barclays PLC's IShares Exchange Traded Funds business in San
Francisco as head of national accounts.

According to WSJ, Citigroup restructured businesses that it
doesn't consider crucial to its global retail and commercial
banking operations, dissolving the wealth management division that
contained the private banking business.  WSJ relates that
Citigroup said it would merge its retail brokerage business with
that of Morgan Stanley.  WSJ states that Citigroup's private
banking business and its retail brokers who work out of the
company's bank branches are excluded from the Morgan Stanley deal.
WSJ says that some of the brokers who will remain with Citigroup
said that they are upset that they won't join the new group.

Mr. Longley "has decided to leave the firm to pursue other
opportunities," WSJ relates, citing Ned Kelly, Citigroup chief of
global banking within the investment bank.  A person familiar with
the matter said that "it was mutually clear" that Citigroup might
make a change at the private bank, WSJ states.  WSJ reports that
the private bank will become part of the investment banking
business.

                       About Citigroup

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

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


CONNACHER OIL: Moody's Corrects Ratings; Cuts Rating to 'B3'
------------------------------------------------------------
In the press release below, the first, third, fifth, and eighth
paragraphs replace the same paragraphs in the February 18, 2009
release. The full release follows:

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 due December 2015 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 subordinated unsecured convertible debentures.
The rating outlook remains negative.

The speculative grade liquidity rating is moved down to SGL-4 from
SGL-3.  While Connacher currently holds a large cash balance, in
Moody's view 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 or Connacher secures additional sources of
financing.

The downgrades principally reflect that (i) in Moody's view,
current down-cycle free cash flow after capital spending would not
comfortably support high debt levels, although the picture
improves by mid-year once the bulk of Connacher's budgeted 2009
capital spending is completed, 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 substantial 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.

At January 31, 2009, Connacher had cash balances of approximately
C$180 million.  Cash outlays for 2009 have been forecasted by
Connacher to be approximately C$178 million, excluding any working
capital changes, consisting of a reduced capital spending program
approaching C$100 million and gross cash interest of C$78 million.
Its operating cash flows this year will be driven by market
conditions in the SAGD, conventional oil and natural gas
production, and refining businesses, each of which are operating
in a down-cycle environment.

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 within two months of
production start up 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%.  These
market 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.  In December 2008 the company also suspended
the Great Divide Pod Two (Algar) development due to economic
conditions.

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.

Moody's estimates that Connacher currently carries no bank debt,
with US$600 million in second lien senior secured notes due
December 2015 and C$100,050,000 in subordinated unsecured
convertible debentures due June 2012.  Connacher generated
approximately C$69 million in 2007 EBITDA and Moody's estimates
that it generated under 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%).  At the time,
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.


DANA CORP: Bank Loan Continues Slide at Secondary Market Trading
----------------------------------------------------------------
Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 4.85 percentage points
from the previous week, the Journal relates.  The loan matures
January 31, 2015.  Dana pays 375 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's B+ rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 38.56 cents-on-the-
dollar, representing a drop of 4.49 percentage points from the
previous week.  The loan matures March 29, 2012.  Lear pays 250
basis points above LIBOR to borrow under the facility.  The bank
loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

Meanwhile, participations in a syndicated loan under which car
maker Ford Motor Co. is a borrower traded in the secondary market
at 32.71 cents-on-the-dollar, representing a drop of 1.38
percentage points from the previous week.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which car rental company
Hertz Corporation is a borrower traded in the secondary market at
68.22 cents-on-the-dollar.  This represents an increase of 1.47
percentage points from the previous week.  The loan matures
December 21, 2012.  Hertz pays 150 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB+ rating.

                 About Dana Holding Corporation

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

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

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

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

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

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

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

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

                         *     *     *

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

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


DHP HOLDINGS: Court Okays Protocol to Sell FMI Assets for $4.7MM
----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved competitive bidding procedures for
the sale of DHP Holdings II Corporation and its affiliates' assets
related to their FMI contractor business.

The FMI Contractor Business consists of the manufacture of vented
and vent free gas fireplace systems, vented and vent free gas log
sets, wood burning fireplace, wood burning fireplaces and stoves,
and other hearth related products and accessories for distribution
to contractors, specialty hearth dealerships, manufactured housing
and other specialty - marine/RV -- original equipment
manufacturer.

The Debtors has identified FMI Products, LLC as stalking horse
bidder for the assets.  FMI Products has offered to pay
$4,700,000, subject to adjustments; and the assumption of certain
liabilities.  FMI's bid is subject to higher and better offers.

Competing bids are due March 5, 2009.  The Debtors will conduct an
auction March 9, at 10:00 a.m. if competing offers are received.

The Court will conduct a hearing March 10, at 11:30 a.m. to
consider approval of the sale.

Interested parties may object to any attempt by the Debtors to
assume and assign executory contracts.  Objections are due
March 6.  Other sale objections may be filed until March 9.

The Debtors will pay FMI $150,000 as break-up fee in the event
they consummate a sale with another bidder.

The Debtors expect to close the sale transaction by March 23.

The Debtors are seeking to sell business operations as going
concerns.  The Debtors have been engaged in discussions and
negotiations with prospective purchasers and, to date, have sent
confidentiality agreements to 30 interested parties and have
received signed confidentiality agreements from 22 parties.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DHP HOLDINGS: May Hire Elliott Greenleaf as Delaware Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of DHP Holdings II Corporation and its affiliates sought and
obtained permission from Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to retain Elliott
Greenleaf as Delaware counsel and conflicts counsel.

Elliott Greenleaf will assist the Committee in its examination and
analysis of the conduct of the Debtors' affairs, and assist the
panel in the review, analysis and negotiation of any bankruptcy
plan that may be filed in the cases.  The firm will serve as
conflicts counsel, as needed.

The primary attorneys who will be representing the Committee and
their corresponding hourly rates are:

                                                           Hourly
     Professional                    Position              Rates
     ------------                    --------              ------
     Rafael X. Zahralddin-Aravena    Managing shareholder   $550
     Henry F. Siedzikowski           Senior Bankruptcy      $550
                                       Shareholder
     Brian R. Elias                  Shareholder            $260
     Neil R. Lapinski                Counsel                $300
     William M. Kelleher             Shareholder            $350
     Elizabeth A. Williams           Associate              $195
     Kristin A. McCloskey            Paralegal              $190
     Aron M. Pillard                 Paralegal              $190
     Phil A. Giordano                Paralegal              $160

William M. Kelleher, Esq., a partner of the firm, attests that
Elliott Greenleaf does not hold or represent any interest adverse
to the Committee, the Debtors or their estates, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DHP HOLDINGS: Panel Gets Green Light to Hire Arent Fox as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of DHP Holdings II Corporation and its affiliates sought and
obtained permission from Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to retain Arent Fox
LLP as their bankruptcy counsel.

Arent Fox will assist the Committee in its examination and
analysis of the conduct of the Debtors' affairs, and assist the
panel in the review, analysis and negotiation of any bankruptcy
plan that may be filed in the cases.

Arent Fox's hourly rates are:

     Professional                    Hourly Rates
     ------------                    ------------
     Partners                        $465 - $840
     Of counsel                      $465 - $760
     Associates                      $290 - $540
     Paraprofessionals               $150 - $270

Andrew I. Silfen, Esq., a partner at Arent Fox, attests that his
firm and its professionals do not hold or represent any interest
adverse to the Committee, the Debtors or their estates, and that
Arent Fox is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DHP HOLDINGS: Receives Final OK to Use GE Business Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final order authorizing DHP Holdings II Corporation and its
affiliates to use the cash collateral securing their obligations
to their prepetition senior lenders solely to pay chapter 11
expenses, outlined in a budget.

The Prepetition Senior Lenders and the Prepetition Subordinated
Lenders have consented or have not otherwise objected to the
continued use of the cash collateral.

GE Business Financial Sevices, Inc., serves as agent for the
prepetition senior lenders.  The principal amount of obligations
owed to the Prepetition Senior Lenders was roughly $40.8 million
as of the bankruptcy filing date.

H.I.G. Capital Partners III, L.P., serves as agent for the
Debtors' prepetition subordinated lenders.  The principal amount
of obligations owed to the Prepetition Subordinated Lenders was
$15 million as of the Petition Date.

The Prepetition Senior Agent has, for the benefit of the lending
consortium under the Prepetition Senior Credit Agreement, first
priority continuing liens, mortgages and security interests on and
in substantially all of the property of the Debtors.  The
Prepetition Subordinated Agent has second priority continuing
liens, mortgages and security interests on certain portions of the
collateral.

The Debtors have agreed to waive any right to challenge or contest
the Prepetition Senior Liens and Prepetition Subordinated Liens.
The Debtors have also agreed to use their best efforts to
liquidate their property and assets, and to negotiate and
consummate sales of their assets to one or more financially viable
third parties.

The Debtors' authority to use the cash collateral will terminate
three business days after receiving a notice from the Prepetition
Senior Agent terminating their consent to the Debtors' continued
use of cash collateral.

As adequate protection for any diminution in the value of the
collateral, the Prepetition Senior Agent will have continuing
valid, binding, enforceable and perfected first priority liens and
security interests in and on all of the Debtors' assets after the
Petition Date.  The Lenders' collateral does not include actions
for preferences, fraudulent conveyances, and other avoidance power
claims, and related proceeds.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


EL PASO: Moody's Affirms 'B3' Rating on $4.905 Mil. 199A Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on $4,905,000
of outstanding El Paso Housing Finance Corporation, Multifamily
Mortgage Revenue Bonds (Las Lomas Apartments) Series 1999A. The
outlook on the bonds remains stable.  The rating affirmation is
based on improving debt service coverage levels and stabilized
performance of Las Lomas Apartments, which are offset by a reduced
Debt Service Reserve Fund.

                          Legal Security

The bonds are secured by a pledge of all project revenues and
funds held pursuant to the program.  The Series 1999A bonds have a
first lien on all program funds and are paid first in the monthly
flow of funds.  Excess funds can only be released if a 1.45x debt
service coverage ratio is met for the Series 1999A bonds and 1.15x
for the unrated Series 1999C (subordinated) bonds.  Payment of
senior bond principal and interest is given priority in the flow
of funds and is senior to the payment of the Series 1999C bonds.

                            Strengths

* Audited financial statements for 2007 indicate the debt service
  coverage ratio improved to 1.33x on the senior bonds from 1.20x
  in 2006.

* Improving physical occupancy (96%) and economic occupancy (92%)
  in 2008, as reported by management

* Capital contributions made to the Replacement Reserve Fund
  during 2007

                            Challenges

* Reduction of the Senior Bond Debt Service Reserve Fund to
  amounts below the requirements of the original Indenture.  The
  fund requirement was reduced from annual debt service to
  approximately 25% of annual debt service pursuant to an
  amendment to the Bond Indenture.

* Risks inherent in the affordable multifamily housing sector.
  Moody's considers this housing sector particularly volatile due
  to market forces that determine occupancy rates and the number
  of underperforming properties that Moody's reviews.

                             Outlook
The outlook on the bonds has been affirmed at stable.  The outlook
reflects the improving occupancy of the property and debt service
coverage on the senior bonds.  Despite improved operating
performance, Moody's believes that the current Debt Service
Reserve Fund Requirement for the Series 1999A bonds poses
significant credit risk to bondholders.  Moody's views the Debt
Service Reserve Fund as an essential element of bondholder
security, particularly in the affordable housing sector.

                 What could change the rating - UP

* Revising the Senior Debt Service Reserve Fund Requirement to an
  amount equal to the annual debt service on the Series 1999A
  bonds

* Replenishing the Senior Debt Service Reserve Fund

               What could change the rating - DOWN

* Further taps on the Senior Debt Service Reserve Fund
* Decline in debt service coverage

The last rating action for this program was taken on December 19,
2007 when the rating on the bonds was affirmed and the outlook was
revised to stable from negative.


EUROGAS INC: Posts $1.5MM Net Loss in Quarter ended September 30
----------------------------------------------------------------
Eurogas, Inc., released financial results for quarter ended
September 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $12,210,156, total liabilities of $5,844,562 and stockholders'
capital of $6,365,594.

For three months ended Sept. 30, 2008, the company posted net loss
of $1,568,524 compared with net loss of $156,448 for the same
period in the previous year.

For nine months ended Sept. 30, the company reported net income of
$6,412,418 compared with net loss of $527,584.

                       Capital and Liquidity

The Company had an accumulated deficit of $150,626,264 at
Sept. 30, 2008, substantially all of which has been funded out of
proceeds received from the issuance of stock and the incurrence of
liabilities.  At Sept. 30, 2008, the Company had current assets of
$158,716 and liabilities of $5,844,562 resulting in a negative
working capital of $5,685,846.  As of Sept. 30, 2008 the Company's
balance sheet reflected $0 in mineral interests in properties not
subject to amortization, net of valuation allowance mostly due to
sale of Polish properties by Bankruptcy court.

While the Company had a positive amount of cash of $158,716 at
Sept. 30, 2008, it had substantial short-term and long-term
financial commitments.  The Company does not have sufficient cash
to meet its short-term or long-term needs, and it will require
additional cash, either from financing transactions or operating
activities, to meet its immediate and long-term obligations.
There can be no assurance that the Company will be able to obtain
additional financing, either in the form of debt or equity, or
that, if such financing is obtained, it will be available to the
Company on reasonable terms.  If the Company is able to obtain
additional financing or structure strategic relationships in order
to fund existing or future projects, existing shareholders will
likely continue to experience further dilution of their percentage
ownership of the Company.

If the Company is unable to establish production or reserves
sufficient to justify the carrying value of its assets, to obtain
the necessary funding to meet its short and long-term obligations,
or to fund its exploration and development program, all or a
portion of the mineral interests in unproven properties will be
charged to operations, leading to significant additional losses.

                        Going Concern Doubt

EuroGas has accumulated a deficit of $150,626,64 through
Sept. 30, 2008.  At Sept. 30, 2008, the Company had a working
capital deficit of $5,685,846 and a capital of $ 6,365,594.  The
Company has impaired most of its oil and gas properties and was
forced to sell the rest.  These conditions raise substantial doubt
regarding the Company's ability to continue as a going concern.
Realization of the investment in properties and equipment is
dependent upon management obtaining financing for exploration,
development and production of its properties.  In addition, if
exploration or evaluation of property and equipment is
unsuccessful, all or a portion of the remaining recorded amount of
those properties will be recognized as impairment losses.  Payment
of current liabilities will require substantial additional
financing.  Management of the Company plans to finance operations,
explore and develop its properties and pay its liabilities through
borrowing, through sale of interests in its properties, through
advances received against future talc sales and through the
issuance of additional equity securities. Realization of any of
these planned transactions is not assured.

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

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

                        About EuroGas, Inc.

Headquartered in Vancouver, British Columbia, EuroGas, Inc.
(OTC:EUGS), is engaged in the the acquisition of rights to explore
for and exploit natural gas, coal bed methane gas, crude oil and
minerals.  The Company has acquired interest in exploration
concessions and are in stages of identifying industry partners,
farming out exploration rights, undertaking exploration drilling
and focusing to develop production.  The Company has also holdings
in oil and natural gas projects in Canada.


EQUITY MEDIA: Seeks to Auction TV Stations April 16
---------------------------------------------------
Equity Media Holdings Corp., submitted to the U.S. Bankruptcy
Court for the Eastern District of Arkansas proposed procedures for
the auction and sale of its businesses.

According to Bloomberg's Bill Rochelle, the Company intends to
sell its TV stations pursuant to this timeline:

   -- Initial bids were due February 20.

   -- The Company will select a stalking-horse bidder by March 4.

   -- Parties who intend to compete with the bid of the stalking
      horse bidder will be required to submit their offers by
      April 13.

   -- An auction will be held April 16 if multiple bids are
      received.

   -- The Court will convene a sale hearing on April 22.

Mr. Rochelle relates that the stalking-horses will be offered a 3%
breakup fee to be paid if they are outbid at auction.

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operates 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The company was
founded in 1998.  The company filed for Chapter 11 protection on
Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646).  Patrick J.
Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and
James F. Dowden, Esq., in Little Rock, Arizona, represents the
company in its restructuring effort.  The company listed assets of
$100,000,000 to $500,000,000 and debts of $50,000,000 to
$100,000,000.


EXPEDIA INC: Posts 2008 Results; Reports Amendment in Credit Pact
-----------------------------------------------------------------
Expedia, Inc., has announced financial results for its fourth
quarter and year ended December 31, 2008.

"The story of 2008 -- and 2009 for that matter -- is clearly the
global recession and its impact on nearly every sector of our
economy," said Barry Diller, Expedia, Inc.'s Chairperson and
Senior Executive.  "When we emerge from this downturn is anyone's
guess, but what certainly is not a guess is Expedia's global
leadership in travel and our conservative management, both of
which will allow us to weather a downturn of almost any length and
come out stronger than when this mess began."

"While we have taken a substantial write down of the accounting
value of our goodwill largely due to significant stock market
declines, we believe that the core value of the Expedia brands and
marketplace are considerable and lasting," said Dara Khosrowshahi,
Expedia's CEO and President.

Gross bookings decreased 11% for the fourth quarter of 2008
compared with the fourth quarter of 2007.  North America bookings
decreased 13%, Europe bookings decreased 11% (down 1% excluding
the estimated net negative impact from foreign exchange) and Other
bookings (primarily Egencia(TM) and the company's Asia Pacific
operations) increased 4%.

Revenue decreased 7% for the fourth quarter, primarily driven by
lower worldwide merchant hotel and air revenues, partially offset
by increased advertising and media revenue and agency hotel
revenue from Venere, which Expedia acquired in the third quarter
of 2008.  Revenue would have decreased 2% excluding the net
negative impact of foreign exchange and the benefit of
acquisitions.  North America revenue decreased 5%, Europe revenue
decreased 14% (increased 6% excluding the estimated net negative
impact from foreign exchange) and Other revenue increased 4%.

Worldwide hotel revenue (including both merchant and agency model
nights stayed) decreased 12% for the fourth quarter due to a 19%
decrease in revenue per room night, partially offset by a 10%
increase in room nights stayed, including rooms delivered as a
component of packages and nights booked through Venere.  Revenue
per room night decreased primarily due to a 10% decrease in
worldwide average daily rates, the impact of foreign exchange and
lower service fees.

Worldwide air revenue decreased 16% for the fourth quarter,
primarily due to a 12% decrease in air tickets sold reflecting
lower passenger volumes due to carrier capacity cuts and softening
traveler demand. Revenue per air ticket decreased 4%, primarily
reflecting a lower mix of higher revenue merchant air tickets at
Hotwire, partially offset by higher consumer booking fees on
Expedia.com.

Worldwide revenue from products and services other than hotel and
air (primarily revenue from advertising and media, car rentals and
destination services) increased 16% for the fourth quarter due
primarily to increased advertising and media revenue.

Advertising and media revenue increased 29% for the fourth
quarter, accounting for a record 11% of worldwide revenue.
Package revenue decreased 26% compared with the prior year period
primarily due to lower worldwide volumes and ADRs.  Package
revenue was challenged by weakness in key North American
destinations such as Hawaii and Las Vegas.

Revenue as a percentage of gross bookings (revenue margin) was
15.44% for the fourth quarter, an increase of 73 basis points.
North America revenue margin increased 135 basis points to 15.76%,
Europe revenue margin decreased 46 basis points to 17.89%, and
Other revenue margin decreased 2 basis points to 9.61%.  The
fourth quarter increase in worldwide and North America revenue
margins was primarily due to an increased mix of advertising and
media revenues as compared to fourth quarter 2007.  Europe revenue
margin decreased primarily due to the impact of foreign exchange
and a lower mix of merchant hotel transactions due to the
company's acquisition of Venere.

Profitability

Gross profit for the fourth quarter of 2008 was $484 million, a
decrease of 7% compared with the fourth quarter of 2007 primarily
due to decreased revenue.  OIBA for the fourth quarter decreased
17% to $137 million, driven primarily by lower revenue, partially
offset by lower cost of revenue and operating expenses.  OIBA as a
percentage of revenue decreased 275 basis points to 22.08%,
primarily reflecting higher growth in general & administrative and
technology & content expenses excluding stock-based compensation
as a percentage of revenue.  Operating income decreased primarily
due to a $3.0 billion impairment of goodwill and intangible
assets, primarily related to a decline in Expedia's market
capitalization.

Adjusted net income for the fourth quarter decreased $33 million
compared to the prior year period primarily due to lower OIBA.
Net income decreased primarily due to the impairment of goodwill
and intangibles.  Fourth quarter adjusted EPS and diluted EPS were
$0.22 and ($9.60), respectively.  Adjusted EPS decreased 31% due
to lower adjusted income, partially offset by lower net share
counts.

Discussion of Results - Full Year 2008
Gross Bookings & Revenue

Gross bookings increased 8% in 2008 compared with 2007.  North
America bookings increased 4%, Europe bookings increased 18% (14%
excluding the estimated net benefit from foreign exchange) and
other bookings increased 23%.

Revenue increased 10% for the year, primarily driven by increased
advertising and media revenue and worldwide merchant hotel
revenue.  North America revenue increased 8%, Europe revenue
increased 14% (also 14% excluding the estimated impact of foreign
exchange) and other revenue increased 24%.

Worldwide hotel revenue (including both merchant and agency model
nights stayed) increased 6% in 2008 due to a 13% increase in room
nights stayed, including rooms delivered as a component of
vacation packages and nights booked through Venere, partially
offset by a 6% decrease in revenue per room night.  Revenue per
room night decreased due to changes in foreign exchange rates, as
well as a 1% decrease in worldwide ADRs.

Worldwide air revenue increased 2% in 2008 due to a 2% increase in
revenue per air ticket.  Tickets sold were flat for the year as 8%
ticket growth in the first half of the year was offset by an 8%
decrease in the second half of the year due to lower passenger
volumes as a result of carrier capacity cuts and softer consumer
demand.

Worldwide revenue from products and services other than hotel and
air (primarily revenue from advertising and media, car rentals and
destination services) increased 29% in 2008 due primarily to
increased advertising and media revenues and car rental revenues.

Advertising and media revenue increased 55% in 2008, accounting
for 10% of worldwide revenue.  Package revenue decreased 4%
compared with the prior year period primarily due to foreign
exchange and lower worldwide volumes.

Revenue margin was 13.81% in 2008, an increase of 23 basis points.
North America revenue margin increased 54 basis points to 14.16%,
Europe revenue margin decreased 57 basis points to 15.11%, and
other revenue margin increased 11 basis points to 8.91%.  The
increase in 2008 worldwide and North America revenue margin was
primarily due to an increased mix of advertising and media
revenues.  Europe revenue margin decreased primarily due to the
impact of foreign exchange.

Profitability

Gross profit for 2008 was $2.3 billion, an increase of 9% compared
with 2007 primarily due to increased revenue, partially offset by
a 51 basis point reduction in gross margin to 78.39%.  The gross
margin decrease was primarily related to costs associated with the
company's summer gas card promotions, lower third quarter
efficiencies in the company's telesales and customer service
centers, and higher data center costs.

OIBA increased 4% to $698 million, driven primarily by higher
revenue, partially offset by lower gross margin and increased
operating expenses.  OIBA as a percentage of revenue decreased 136
basis points to 23.76%, primarily reflecting a lower gross margin
and growth in selling and marketing expenses and technology and
content expenses excluding stock-based compensation as a
percentage of revenue.  Operating income decreased primarily due
to the fourth quarter impairment of goodwill and intangible
assets, as well as the same factors driving OIBA growth.

Adjusted net income for the year decreased $21 million compared
with 2007 due to greater net interest expense and a greater other,
net loss, partially offset by higher OIBA.  Net income decreased
primarily due to the fourth quarter impairment of goodwill and
intangible assets.  The 2008 adjusted EPS and diluted EPS were
$1.25 and ($8.63), respectively.  Adjusted EPS increased 1% due to
lower net share counts offsetting decreased adjusted income.

Cash Flows & Working Capital

Net cash provided by operating activities in 2008 was
$521 million and free cash flow was $361 million.  Both measures
were reduced by $86 million from net changes in operating assets
and liabilities primarily related to slower growth in the
company's merchant hotel business.  Free cash flow in 2008
decreased $265 million due to slower growth in the company's
merchant hotel business in the back half of the year and higher
capital expenditures, partially offset by higher OIBA.

Global Presence

Expedia Inc.'s international gross bookings were $1.35 billion and
$7.04 billion in the fourth quarter and year ended
December 31, 2008, accounting for 34% and 33% of worldwide
bookings, up from 33% and 30% in the prior year periods.

International revenue, including TripAdvisor's international
Web sites beginning in 2008, was $219 million and $1.01 billion in
the fourth quarter and year ended December 31, 2008, or 35% of
worldwide revenue in both periods, down from 36% in the fourth
quarter of 2007, and up from 32% for the year ended December 31,
2007.

Expedia.ca, the leading online travel site serving Canada,
eclipsed $1 billion in annual gross bookings for the first time in
its history in 2008.

hotels.com and its affiliates recorded nearly $2.9 billion in 2008
worldwide gross bookings, including over $800 million in
international bookings.  hotels.com now offers hotel booking
services through 58 worldwide sites, including recent local
language Web site launches in Taiwan and China.

Gross Bookings / Revenue

Expedia makes travel products and services available on both a
merchant and agency basis.

Merchant transactions, which primarily relate to hotel bookings,
typically produce a higher level of net revenue per transaction
and are generally recognized when the customer uses the travel
product or service.

Agency bookings have historically related primarily to airline
ticketing, with revenue generally recognized at the time the
reservation is booked.  Agency bookings now include hotel bookings
from Venere, a European hotel provider Expedia acquired in
September 2008, and whose revenue is recognized at the time hotel
stays occur.

Merchant bookings accounted for 39% of total gross bookings in the
fourth quarter as compared to 41% in the prior year period.
Expedia merchant mix declined primarily due to lower worldwide
ADRs and the inclusion of hotel bookings from Venere.

Merchant bookings represented 43% of total gross bookings in both
full years 2008 and 2007.

Cost of Revenue

Cost of revenue primarily consists of: (1) costs of the company's
call and data centers, including telesales expense; (2) credit
card expenses including merchant fees, charge backs and fraud; (3)
fees paid to fulfillment vendors for processing airline tickets
and related customer services and (4) costs paid to suppliers for
certain destination inventory.

Cost of revenue was 22.1% and 22.0% of revenue for the fourth
quarters of 2008 and 2007.  Excluding stock-based compensation,
cost of revenue was 22.0% and 21.9% of revenue for the fourth
quarters of 2008 and 2007.  Cost of revenue excluding stock-based
compensation increased 9 basis points as a percentage of revenue
as increased costs associated with the company's data center and
other projects offset efficiencies in customer service, telesales
and fulfillment costs.

The 2008 cost of revenue was 21.6% of revenue compared with 21.1%
in 2007.  Excluding stock-based compensation, 2008 cost of revenue
was 21.5% compared to 21.0% in 2007.  The 54 basis point increase
in cost of revenue excluding stock-based compensation as a
percentage of revenue was primarily due to cost increases
including the company's summer gas card promotion and costs
associated with the company's data center and other projects.

Given potentially lower volumes and anticipated efficiencies in
customer service, telesales, merchant fees and fulfillment, the
company expects cost of revenue to decrease in absolute dollars in
2009.

Cost of revenue includes depreciation expense of $4 million for
the fourth quarters of 2008 and 2007, and $17 million and
$15 million for full years 2008 and 2007.

Operating Expenses (non-GAAP)

Operating expenses include $18 million and $12 million of
depreciation expense for the quarters ended December 31, 2008 and
2007, and $60 million and $44 million for full years 2008 and
2007.  The increase in depreciation expense in both periods
primarily relates to technology and content depreciation related
to capitalized software.

Stock-Based Compensation Expense

Stock-based compensation expense relates primarily to expense for
stock options and restricted stock units (RSUs).  Expedia is
currently utilizing a mix of options and RSUs for employee stock-
based compensation.

Fourth quarter stock-based compensation expense was over
$13 million, consisting of $11 million in expense related to RSUs
and $3 million in stock option expense.

Fourth quarter stock-based compensation decreased $5 million
compared to the prior year period primarily due to higher expense
from a change in RSU forfeiture rate estimates in fourth quarter
2007.

Stock-based compensation expense for 2008 was $61 million,
consisting of $50 million in RSU expense and $11 million in stock
option expense.  Stock-based compensation decreased $2 million
from the prior year amount due to reduced stock option expense
from fully-vested awards, partially offset by higher RSU expense.

Other, Net

Other, net primarily relates to foreign exchange gains and losses,
and Expedia's portion of gains/losses in equity investments and,
through the second quarter of 2008, gains and losses related to
the company's Ask Notes.

The $7 million increase in other, net loss for the fourth quarter
primarily relates to a $12 million net foreign exchange loss in
the fourth quarter of 2008, compared with a $7 million net foreign
exchange loss in the prior year period.

The fourth quarter net foreign exchange loss increased primarily
due to a change in classification of foreign exchange gains and
losses on merchant air transactions.  The change was made to more
appropriately reflect merchant air revenues based on the
underlying economics of such transactions.  Absent the change,
fourth quarter revenue and OIBA would have been $12 million lower
and other, net would have been a $5 million net gain.

Other, net loss increased $26 million in 2008 primarily due to a
$21 million loss on Euros held to economically hedge the purchase
price of a third quarter 2008 acquisition.  In addition, the
company had a gain on its Ask Notes of $4 million in 2008 compared
with a loss of $5 million in 2007, which nearly offset a $12
million federal excise tax refund received in 2007.

Foreign exchange losses in the fourth quarters of 2008 and 2007
include $0.3 million and $4 million in losses related to eLong's
U.S. dollar cash position and appreciation in Chinese Renminbi.
Losses for both full year 2008 and 2007 were $9 million. eLong
losses are excluded from calculations of adjusted net income and
adjusted EPS.

During the third quarter of 2008 the company began using foreign
currency forward contracts for the purpose of economically hedging
foreign-denominated liabilities.  These contracts are typically 30
days in duration and recorded at fair value, with any gains or
losses recorded in 'Other, net' on the consolidated statements of
income.  In the fourth quarter the firm expanded its use of
forwards to hedge a portion of the company's foreign-denominated
revenues.

At December 31, 2008 the company was party to forward contracts
with a notional value of $165 million and a mark-to-market loss of
$1 million, which is recorded as a liability in 'accrued expenses
and other current liabilities.'

Total losses on forward contracts during the fourth quarter and
full-year of 2008 were $35 million and $56 million, which were
largely offset by corresponding gains on the company's foreign-
denominated liabilities, resulting in a minimal net impact to
'other, net.'

Balance Sheet Notes

Cash, cash equivalents, restricted cash and short-term investments
totaled $762 million at December 31, 2008.  This amount includes
$47 million of cash and $93 million of short-term investments at
eLong, whose results are consolidated in the company's financial
statements due to the company's controlling voting and economic
ownership position.

During the third quarter of 2008 the company was unable to redeem
an $82 million money market investment in the Reserve Primary Fund
(the Fund), due to the Fund's inability to fully honor redemptions
related to its holdings of Lehman Brothers debt securities.  As a
result, the company reclassified its holdings in the Fund from
'cash and cash equivalents' to 'prepaid expenses and other current
assets,' and recorded a $1 million loss in 'other, net,'
representing the company's anticipated losses in the Fund related
to the Lehman securities.

During the fourth quarter of 2008 Expedia successfully redeemed
$64 million from the Fund, and included that amount in 'cash and
cash equivalents.'  The Fund is scheduled to make an additional
redemption during the week of February 16, 2009, which would
result in net cash proceeds to Expedia of approximately
$5 million, leaving an unredeemed balance of $11 million in
'prepaid expenses and other current assets.'

The $127 million increase in cash, cash equivalents, restricted
cash and short-term investments for 2008 principally relates to
$698 million in OIBA, net long-term debt and credit facility
borrowings of $457 million and non-cash depreciation of
$77 million, partially offset by $538 million in acquisitions,
$179 million in cash tax payments, $160 million in capital
expenditures, $134 million use of cash from net changes in
operating assets and liabilities other than taxes and interest,
$53 million in interest payments and $16 million related to the
reclassification of the company's investment in the Fund.

Accounts Receivable

Accounts receivable include receivables from credit card agencies,
corporate clients and advertisers as well as receivables related
to agency transactions including those due from airlines and
global distribution systems.

Accounts receivable decreased $1 million from December 31, 2007 as
the decrease in credit card receivables related to lower merchant
gross bookings offset increased receivables from the company's
growing media, European agency hotel and managed corporate travel
businesses.

Prepaid Merchant Booking, Prepaid Expenses and Other Current
Assets

Prepaid merchant bookings primarily relate to the company's
merchant air business and reflect prepayments to the company's
airline partners for their portion of the gross booking, prior to
the travelers' dates of travel.  Prepaid merchant bookings were
roughly flat in 2008 compared with 2007 as merchant air bookings
growth was limited.

Prepaid expenses and other current assets are primarily composed
of prepaid marketing, merchant fees, license and maintenance
agreements and insurance.  These amounts increased $27 million
over 2007 due to the reclassification of $16 million related to
the company's remaining Reserve Fund investment from cash to
'prepaid expenses and other current assets,' and an $11 million
increase in prepaids related to growth in the company's
businesses.

Accounts Payable, Other

Accounts payable, other primarily consists of payables related to
the day-to-day operations of the company's business.

Accounts payable, other increased $2 million primarily due to
increased professional fees and other expenses, mostly offset by a
decrease in accrued marketing expenses.

Accrued Expenses and Other Current Liabilities

Accrued expenses principally relate to accruals for cost of
service related to the company's call center and internet
services, accruals for service, bonus, salary and wage
liabilities, a reserve related to the potential settlement of
occupancy tax issues, and accrued interest on the company's
various debt instruments.

Accrued expenses and other current liabilities decreased
$50 million primarily due to the company's payment of additional
acquisition consideration based on financial performance of the
acquiree, the conversion of the company's remaining Ask Notes and
lower bonus accruals, partially offset by higher interest expense
accruals related to the company's 8.5% Notes, taxes payable and
rent accruals associated with the company's various headquarters
moves.

Ask Derivative Liability

In connection with IAC's acquisition of Ask, the company issued
4.3 million shares of Expedia common stock into an escrow account,
which shares (or cash in equal value) were due to holders of Ask
convertible notes upon conversion (Ask Notes).  These shares were
included in diluted shares from the date of the company's spin-off
from IAC.

During the second quarter of 2008 the remaining Ask Notes were
converted.

A $15 million liability for the Ask Notes was included in 'accrued
expenses and other current liabilities' on the
December 31, 2007 balance sheet.

For 2008 the company recorded a net gain of $4 million related to
the Ask Notes due to decreases in the company's share price during
the time periods prior to conversion.  In 2007 the company
recorded a net loss of $5 million related to increases in the
company's share price during the year.  These gains and losses
were recorded in 'other, net' on the company's consolidated
statements of operations and were excluded from both OIBA and
adjusted net income for the corresponding periods.

Borrowings

Expedia maintains a $1 billion unsecured revolving credit
facility, which expires in August 2010.  As of December 31, 2008,
the company had $650 million in borrowings outstanding under the
facility.  The company intends to repay $550 million of that
amount by February 20, 2009.

Related to the company's goodwill and intangibles impairment, it
recently amended the company's credit facility to replace its
tangible net worth covenant with a minimum interest coverage
covenant.  As part of this amendment several financial covenant
levels were tightened, and pricing on the company's borrowings
increased by 200 basis points.

At the company's discretion it can choose a base rate equal to (1)
the greater of the Prime rate or the Federal Funds Rate plus 50
basis points or LIBOR plus 100 basis points or (2) various
durations of LIBOR.

Current draws are based on 1-month LIBOR.

Outstanding borrowings under the facility bear interest reflecting
the company's financial leverage, which based on the company's
December 31, 2008 financials and amended pricing would equate to
the base rate plus 287.5 basis points.

Outstanding letters of credit under the facility as of
December 31, 2008, were $58 million, which amount is applied
against the company's $1 billion borrowing capacity under the
facility.

Long-term debt relates to $500 million in registered 7.456% Senior
Notes (the 7.456% Notes) due 2018, and $400 million in 8.5% Notes
due 2016 (the 8.5% Notes).  The 7.456% Notes are repayable in
whole or in part on August 15, 2013, at the option of the note
holders.  The 8.5% Notes are non-callable until 2012. Both Note
issues can be retired at any time at the company's option subject
to make-whole premium of 37.5 basis points in the case of the
7.456% Notes and 50 basis points in the case of the 8.5% Notes.

As of December 31, 2008, the company was in compliance with the
financial covenants under the company's debt facilities.

Annual interest expense related to the company's 7.456% Notes is
$37 million, paid semi-annually on February 15 and August 15 of
each year.  Annual interest expense related to the ocmpany's 8.5%
Notes is $34 million, paid semi-annually on January 1 and July 1,
beginning with January 1, 2009. Accrued interest related to these
notes was $32 million at December 31, 2008, and is classified as
'accrued expenses and other current liabilities' on the company's
balance sheet.

Other Long-Term Liabilities

Other long-term liabilities increased $8 million due to an
$18 million increase for uncertain tax positions recorded under
FIN 48 primarily related to acquired companies and $17 million in
deferred rent related to lease incentives on the company's new
headquarters, partially offset by the termination of cross-
currency swaps during the third quarter and the reclassification
of certain liabilities to 'accrued expenses and other current
liabilities' as they became current.

                         About Expedia

Based in Bellevue, Washington, Expedia Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company.
Expedia's companies operate internationally with sites in
Australia, Canada, France, Germany, Italy, Japan, the Netherlands,
Norway, Spain, Sweden, the United Kingdom and China, through its
investment in eLong (TM).

As reported by the Troubled Company Reporter on June 16, 2008,
Moody's Investors Service affirmed Expedia, Inc.'s Ba2 corporate
family rating and assigned a Ba2 rating to the company's new
$500 million senior notes due 2016.

According to the TCR on June 16, 2008, Standard & Poor's Ratings
Services assigned a 'BB' rating to Expedia Inc.'s proposed
$500 million senior notes due 2016.  The company expects to use
proceeds to pay off the current balance on the company's
$1 billion unsecured revolving credit facility and for general
corporate purposes.  The notes will be senior unsecured
obligations of the company and will rank pari passu with all
present and future senior indebtness.  The 'BB' corporate credit
rating on Expedia is affirmed.


FAIRPOINT COMMUNICATIONS: Bank Loan Sells at 42% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
58.00 cents-on-the-dollar during the week ended February 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.50
percentage points from the previous week, the Journal relates.
The loan matures March 31, 2015.  Fairpoint pays 275 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB+ rating.

Meanwhile, participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
79.75 cents-on-the-dollar, representing an increase of 2.82
percentage points from the previous week.  The loan matures March
6, 2014.  Charter pays 200 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B1 rating and
Standard & Poor's C rating.

Syndicated loan of bankrupt Young Broadcasting sold for 38.00
cents-on-the-dollar in the secondary market.  This represents a
drop of 2.42 percentage points from the previous week.  Young
Broadcasting pays 225 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ca rating and Standard &
Poor's D rating.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. provides a full range of communications
services to residential and business customers including local and
long distance voice, data, Internet, television and broadband.
FairPoint Communications is traded on the New York Stock Exchange
under the symbol FRP.  FairPoint operates 32 local exchange
companies in 18 states.  With roughly 1.9 million access line
equivalents, FairPoint is the eighth largest telecommunications
company in the United States.


FARMERS' MUTUAL: A.M. Best Says Merger No Impact on 'bb-' ICR
-------------------------------------------------------------
A.M. Best Co. commented on February 12, 2009, that the financial
strength rating (FSR) of B- (Fair) and issuer credit rating (ICR)
of "bb-" of The Farmers' Mutual Fire Insurance Company of Dug Hill
(Dug Hill) (Manchester, MD) are unchanged at this time. The
outlook for both ratings is stable.

This commentary follows the recent announcement that Dug Hill has
entered into a definitive merger agreement with Windsor-Mount Joy
Mutual Insurance Company (Windsor-Mount Joy) (Ephrata, PA).
Subject to the terms of the agreement, Dug Hill shall merge into
Windsor-Mount Joy with Windsor-Mount Joy being the surviving
company.

This transaction is subject to regulatory and policyholder
approval and is expected to close by second quarter 2009. Upon
closing, A. M. Best anticipates the ratings of Dug Hill to be
withdrawn, assigning a category NR-5 (Not Formally Followed) to
the FSR and an "nr" to the ICR.


FELCOR LODGING: S&P Puts 'B' Corporate Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Irving,
Texas-based FelCor Lodging Trust Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch listing reflects our concern that 2009 RevPAR and
EBITDA declines for FelCor will exceed our previous expectations,"
noted Standard & Poor's credit analyst Liz Fairbanks.

In December, S&P downgraded FelCor to 'B' from 'B+' and stated its
expectation that RevPAR and EBITDA would decline by about 8% and
in the high-teens percentage area, respectively.  S&P's concerns
stem from the likely negative impact of the current lodging cycle
as the pace of business and leisure travel demand worsens, given
FelCor's operating leverage as a hotel owner and its concentration
in upscale price segments.

These concerns were demonstrated by Host Hotels & Resorts'
earnings announcement yesterday.  The company released 2009
guidance yesterday indicating that RevPAR would decline in the
range of 12% to 16%.  S&P believes that FelCor's RevPAR will not
experience as severe of a decline as Host's because FelCor has no
exposure to the luxury segment.  At the same time, S&P is
concerned that S&P's previous RevPAR assumption of negative 8% may
not have been enough given the current lodging environment.  In
addition, S&P now believe that FelCor could experience a 2009
EBITDA decline greater than S&P's previous expectation of in the
high-teens area.

In resolving the CreditWatch listing, S&P will evaluate FelCor's
full-year 2008 operating results and incorporate S&P's expectation
for 2009 operating performance.  S&P's analysis will focus on the
company's liquidity profile and its ability to remain in
compliance with financial maintenance covenants.  In addition, S&P
will monitor management's progress toward refinancing the $118
million mortgage that matures in April.


FISHER COMMUNICATIONS: S&P Puts 'B' Rating on WatchNeg.
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Seattle,
Washington-based Fisher Communications Inc., including the 'B'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement reflects our concern about Fisher's
deteriorating operating performance in a recession and a non-
election year," said Standard & Poor's credit analyst Deborah
Kinzer.

The company's EBITDA margin contracted by 500 basis points, to
13%, in the 12 months ended Sept. 30, 2008, and remains
significantly below the peer average of 30%.  S&P expects that
Fisher's revenue will decline sharply in 2009 because of
significantly weaker ad spending, particularly by auto
advertisers, and also because of the lack of political ad revenue.
Although the company has taken steps to cut costs, including
nonrenewal of radio broadcast rights for Seattle Mariners games,
S&P is concerned that these measures could be insufficient to
avert a sharp decline in operating performance, which could lead
to negative free cash flow, diminution of excess cash, and a
further weakening of credit metrics.

Fisher terminated its revolving credit facility, a source of
alternate liquidity, on Dec. 19, 2008.  Liquidity to meet
operating and financial obligations now depends on cash and short-
term investments of $78 million at Sept. 30, 2008, which the
company obtained from the sale of its Safeco Corp. shareholding in
mid 2008.  Use of a significant portion of these cash balances to
make acquisitions or pay dividends would strain the company's
liquidity, in S&P's view.  Furthermore, Fisher's senior notes
indenture requires the company to apply asset sale proceeds to
repurchase outstanding notes at par value, unless it uses the
proceeds for certain qualifying purposes (including acquisitions)
within 360 days.

"In resolving the CreditWatch listing, S&P will evaluate Fisher's
operating outlook, including its earnings and cash flow, and
discuss with management how it will use the remaining proceeds
from the Safeco share sale," noted Ms. Kinzer.


FOAMEX INT'L: Organizational Meeting to Form Panel on Friday
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 27, 2009, at 10:00
a.m. in the bankruptcy cases of Foamex International, Inc. and its
affiliates.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                   About Foamex International

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

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

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

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer in New
York; and Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at
Cozen O'Connor, in Wilmington, Delaware, serve as bankruptcy
counsel.  Investment Banker is Houlihan Lokey; accountant is
McGladrey & Pullen LLP, and claims and noticing agent is Epiq
Bankruptcy Solutions LLC.  As of September 28, 2008, the Debtors
had $363,821,000 in total assets, and $379,710,000 in total debts.


FOAMEX INT'L: Moody's Withdraws 'D' Rating on Chapter 11 Filing
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Foamex,
L.P. due to the recent announcement by Foamex International, Inc.,
Foamex, L.P.'s parent holding company, that it has filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Except for Foamex Canada, Foamex's international business, which
includes operations in Mexico and the Foamex's joint venture in
China, will continue its business operations and will not be
subject to the Chapter 11 requirements of the U.S. Bankruptcy
Code.

These ratings were withdrawn:

  -- Probability of Default Rating of D

  -- Corporate Family Rating of Ca

  -- $325 million first lien senior secured term loan due 2013 of
     Ca (LGD4, 51%); and,

  -- $47 million second lien senior secured term loan due 2014 of
     C (LGD5, 82%).

The last rating action was on January 23, 2009 at which time
Moody's downgraded Foamex's probability of default rating to D.

Foamex International Inc., headquartered in Media, Pennsylvania
and operating primarily through its wholly-owned subsidiary Foamex
L.P., is a leading manufacturer and distributor of flexible
polyurethane and advanced polymer foam products.  Last twelve
months revenues through September 28, 2008 approximated
$980 million. D.E. Shaw Laminar Portfolios L.L.C., through its
affiliates, is the primary owner of Foamex.


FOOTHILLS RESOURCES: Meeting to Form Creditors Panel on Wednesday
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 25, 2009, at 10:00
a.m. in the bankruptcy cases of Foothills Resources, Inc. and its
wholly owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                    About Foothills Resources

Foothills Resources, Inc., is an oil and gas exploration company
engaged in the acquisition, exploration and development of oil and
natural gas properties.  The Company's operations are primarily
through its wholly owned subsidiaries, Foothills California, Inc.,
Foothills Texas, Inc. and Foothills Oklahoma, Inc.

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


FORD MOTOR: Bank Loan Continues Slide in Secondary Market Trading
-----------------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 32.71 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.38 percentage points from
the previous week, the Journal relates.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Syndicated loans of auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar, representing a drop of 4.85 percentage points from the
previous week.  The loan matures January 31, 2015.  Dana pays 375
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded in the secondary market at 38.56
cents-on-the-dollar, representing a drop of 4.49 percentage points
from the previous week.  The loan matures March 29, 2012.  Lear
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

Meanwhile, participations in a syndicated loan under which car
rental company Hertz Corporation is a borrower traded in the
secondary market at 68.22 cents-on-the-dollar.  This represents an
increase of 1.47 percentage points from the previous week.  The
loan matures December 21, 2012.  Hertz pays 150 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
Ba1 rating and Standard & Poor's BB+ rating.

                         About Ford Motor

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.


FORTUNOFF HOLDINGS: Trustee Wants Chapter 7 Liquidation for Firm
----------------------------------------------------------------
Keiko Morris at Newsday.com reports that Diana G. Adams, the U.S.
trustee for Region 2 monitoring Fortunoff Holdings Inc.' Chapter
11 reorganization case, has asked the U.S. Bankruptcy Court for
the Southern District of New York to convert the case to Chapter 7
liquidation.

Citing Fortunoff Holdings' parent NRDC Equity Partners LLC,
Newsday relates that the bankrupt company will be auctioned today,
February 23, and will be considered for Court approval on February
24.

Newsday states that Ms. Adams, questioning whether the sale would
generate money to pay any of the unsecured creditors, requested a
hearing to address her motion on Tuesday.  Newsday notes that
converting the case from Chapter 11 reorganization to a Chapter 7
liquidation would result in less administrative expenses and
possibly more money distributed to the unsecured creditors.  Court
documents say that Fortunoff Holdings owes $72 million to its
secured creditors.  Newsday quoted Ms. Adams as saying, " ... If,
at the sale hearing, the Debtors cannot meet their burden and
demonstrate that any party other than the Debtors' secured
creditors will benefit from the sale, then the sale is
inappropriate."

                    Gift Cards Won't be Honored

Kevin G. Demarrais at NorthJersey.com reports that Fortunoff
Holdings has posted signs in its stores informing clients that it
would stop honoring gift cards.  The policy of no longer accepting
gift cards was related to Fortunoff Holdings' bankruptcy filing,
the report says, citing NRDC Equity.

According to NorthJersey.com, NRDC Equity spokesperson Lori Rhodes
said that Fortunoff Holdings planned to stop accepting gift cards
as of February 5, 2009, but a "miscommunication" with stores led
to gift cards being honored until the policy was enforced on
February 17.

Ms. Rhodes said that Fortunoff Holdings is working with creditors
to find a way to resume accepting the cards, NorthJersey.com
relates.

                      About Fortunoff Holdings

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

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


FORTUNOFF HOLDINGS: Liquidators May Submit Bids for Assets
----------------------------------------------------------
Fortunoff Holdings LLC may be bought by liquidators who would shut
it down, Bloomberg News said, citing two people with knowledge of
the bids.

Lauren Coleman-Lochner and Jonathan Keehner of Bloomberg reported
that Great American Group WF LLC, Hudson Capital Partners LLC, SB
Capital Group LLC and Tiger Capital Group LLC are making a joint
offer for the retailer's inventory.

Hilco and Gordon Bros. may submit a competing bid, one of the
people said, according to Bloomberg.

As reported February 9, 2009 by the Troubled Company Reporter,
Fortunoff asked the United States Bankruptcy Court for the
Southern District of New York to approve bidding procedures for
the sale of substantially all of their assets as a going concern,
subject to competitive bidding and auction.

A full-text copy of the Debtors' proposed bidding procedures is
available for free at http://ResearchArchives.com/t/s?3950

A full-text copy of the Debtors' agency agreement is available for
free at http://ResearchArchives.com/t/s?3951

                     About Fortunoff Holdings

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

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


FREESCALE SEMICONDUCTOR: Moody's Affirms 'Caa1' Corporate Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale
Semiconductor, Inc.  Simultaneously, Moody's downgraded the
probability of default rating to Ca from Caa1.  The rating outlook
remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.

Under the proposed exchange scenarios, up to $1 billion of a first
priority lien incremental term loan, to be committed via the
accordion feature under the existing bank credit facilities, will
be exchanged for approximately $2.8 to $3.0 billion of senior and
subordinated unsecured notes.  If successful, the exchange will
result in a swap of unsecured debt at a substantial discount to
face value for a new first lien term loan maturing in 2014.

Existing noteholders that elect to participate in the exchange
transaction would accept principal reductions of 65% - 67% (on
average), depending on whether the exchange offer is accepted
prior to the early commitment date or after the early commitment
date.  Moody's views this transaction as a means of shrinking an
unsustainable debt capital structure (Freescale has roughly
$10 billion of gross debt) and reducing interest expense by $80 to
$100 million per year.  The company's interest burden absent the
exchange offer may become a source of significant financial stress
given that Freescale is planning to materially downsize and/or
sell its cellular business.  Combined with expectations of
earnings weakness in the remaining core businesses, Moody's
anticipates the company's EBITDA and operating cash flow will be
meaningfully reduced in the future.  Collectively, these features
cause the transaction to be viewed as analogous to a partial
restructuring, which is deemed to represent a default by Moody's
and incorporated in the Ca PDR.

During the exchange offer process, the Ca PDR will prevail.  Upon
closing of the exchange, the PDR will be repositioned to Caa1/LD
to reflect the limited default that will have occurred.  This
incorporates Moody's current belief that the going-forward PDR
will likely end up at the Caa1 level shortly after transaction
closing.  The "/LD" suffix will be removed after three business
days.

As Moody's previously commented, to the extent the final outcome
of the exchange is similar to the proposed terms, the rating on
the senior secured bank credit facilities would likely be revised
downward reflecting a higher expected loss driven by the reduced
senior and junior unsecured positions (support) in the capital
structure as well as the expanded size of the senior secured
creditor class to approximately $5.2 billion from $4.2 billion.
In the event that some debt issues are retired in their entirety
upon transaction closing, the relevant ratings for the same would
be withdrawn.  Moody's will also assign a rating to the new
incremental term loan.

These ratings were affirmed:

  * Corporate Family Rating (New) -- Caa1

  * $ 750 Million Senior Secured Revolving Credit Facility due
    2012 -- B1 (LGD-2, 17%)

  * $3.50 Billion Senior Secured Term Loan B Facility due 2013 --
    B1 (LGD-2, 17%)

  * $2.35 Billion Senior Unsecured Notes due 2014 -- Caa2 (LGD-4,
    65%)

  * $500 Million Senior Unsecured Floating Rate Notes due 2014 -
    - Caa2 (LGD-4, 65%)

  * $1.50 Billion Senior Unsecured Toggle Notes due 2014 -- Caa2
    (LGD-4, 65%)

  * $1.60 Billion Senior Subordinated Unsecured Notes due 2016 --
    Caa3 (LGD-6, 92%)

  * Speculative Grade Liquidity Rating - SGL- 3

This rating was downgraded:

  * Probability of Default Rating to Ca from Caa1

The last rating action was on February 10, 2009, when Moody's
commented that Freescale's proposed debt exchange would likely
result in a one-notch downgrade of the bank credit facilities to
B2 from B1.

Freescale's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as:
(i) the business risk and competitive position of the company
versus others within the industry; (ii) the capital structure and
financial risk of the company; (iii) the projected performance of
the company over the near-to-intermediate term; and (iv)
management's track record and tolerance for risk.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended December 31, 2008, were $5.2 billion.


GENERAL MOTORS: Task Force to Start Analyzing Restructuring Plan
----------------------------------------------------------------
Maya Jackson Randall at The Wall Street Journal reports that the
the Presidential Task Force on the Auto Industry will start
analyzing the restructuring plans that General Motors Corp. and
Chrysler LLC submitted last week.

WSJ relates that Treasury Secretary Timothy Geithner and White
House economic adviser Lawrence Summers are leading the task
force, which will have its first meeting at the Treasury
Department.  Mr. Geithner said in a statement that the task force
would meet "to analyze the companies' plans and to solicit the
full range of input from across the administration on the
restructuring necessary for these companies to achieve viability."

According to WSJ, the meting is expected to start the talks
between the government and the automakers.  The meeting will be
closed to the press, WSJ says, citing the Treasury.

WSJ states that the government said that it will take a great deal
of support to keep the struggling firms viable.  White House Press
Secretary Robert Gibbs said in a statement, "It is clear that
going forward, more will be required from everyone involved --
creditors, suppliers, dealers, labor and auto executives
themselves -- to ensure the viability of these companies going
forward."

House Speaker Nancy Pelosi said in a statement that the
reorganization plans represent "the next step in what has been a
difficult and disappointing chapter for the American economy, but
I hope it will become the transformation of our domestic
automobile industry into a viable, technologically advanced and
globally competitive manufacturing force."

No more taxpayer money should be given to Chrysler until its
parent company, Cerberus, agrees to inject more funds into the
firm, as "this is a private equity-owned company.  I don't see how
we put any more taxpayer money into it.  [Cerberus] has enough
money, if it wants to put up money it should do so," WSJ quoted
Sen. Judd Gregg as saying.

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: Two Governments Deny Aid; Firm Goes to KDB
----------------------------------------------------------
Ola Kinnander and Leila Abboud at The Wall Street Journal report
that the South Korean government turned down GM Daewoo Auto &
Technology Co.'s plea for financial assistance last week.

According to Kyong-Ae Choi and Jin-Young Yook at WSJ, GM Daewoo's
president and CEO Michael Grimaldi met South Korea's Knowledge
Economy Minister Lee Youn-ho to ask for financial aid.  The
request was denied, says the report.

WSJ relates that GM Daewoo went to the Korea Development Bank on
Friday to ask for an undisclosed amount of emergency funding as
the firm faces a liquidity crunch.  According to the report, GM
Daewoo's sales dropped 51% to 45,842 units in January 2009,
compared to January 2008.

Citing a KDB official, WSJ says that GM Daewoo already reached its
1.3 trillion won credit limit from KDB and commercial banks and
has 125 billion won in loans coming due in October 2009.  The
report states that GM Daewoo owes KDB about 1.055 trillion won.
"We will decide whether to offer financial aid to GM Daewoo after
reviewing documents about the company's financial status," WSJ
quoted the official as saying.

              Financial Aid Pleas to Governments

WSJ notes that General Motors Corp. has approached five foreign
governments for a total of $6 billion in financial assistance:

     -- Germany,
     -- the U.K.,
     -- Sweden,
     -- Canada, and
     -- Thailand.

Thailand

Thai Prime Minister Abhisit Vejjajiva, according to WSJ, has said
that his government won't assist struggling foreign automakers in
Thailand.

Canada

WSJ relates that GM asked the Canadian government on Friday for
help in covering fast-growing retiree costs.  According to the
report, Canadian Minister of Industry Tony Clement said during a
news conference that GM said it is seeking a loan of C$6 billion
to C$7 billion.  The report states that money-saving labor deals
in the U.S. and the weak American dollar reduced Canada's
competitive edge in labor costs, making GM's future in Canada
uncertain.

Sweden

GM's Saab, WSJ relates, has filed for reorganization in Sweden on
Friday, after the Swedish government refused to bail out Saab,
saying it didn't believe a plan to restructure the money-losing
automaker was realistic.  The report states that Saab sought an
estimated $572 million in aid from the government.

According to WSJ, Saab has rarely turned a profit since GM first
invested in the brand in 1990.  Its sales have dropped so far that
its viability as an independent company is "very low," WSJ
reports, citing Joran Hagglund, state secretary at the Swedish
Ministry of Enterprise, Energy and Communication.

WSJ quoted Paul Akerlund, a union representative at Saab, as
saying, "I don't think the government understands what a serious
situation this is.  At the end of this crisis, countries like
France and the U.S. will have helped save their car makers, while
Sweden will have nothing left."

Germany

WSJ reports that GM's Opel subsidiary said on Friday that due to a
rapidly deteriorating auto market, the unit would need far more
government financial support than previously anticipated.
According to the report, Opel said that it would need at least
EUR3.3 billion in fresh capital to survive and become more
independent of its ailing parent.  The report says that Opel
requested a EUR1.8 billion financial aid in 2008.

According to WSJ, the German government said that it would
consider Opel's plea when it receives the company's formal
restructuring plan.  WSJ says that the government could take a
stake in Opel.

France & Other Countries

WSJ says that countries including France have responded with
sizable aid packages to automakers, while Spain and Italy -- like
Germany -- have passed measures to urge people to purchase cars.
According to WSJ, the European Union said it would extend about
EUR7 billion in financial assistance for companies that develop
more environmentally friendly cars or technologies.

WSJ relates that GM, as part of its recovery plan, pledged to
squeeze $1.2 billion in savings out of its European operations,
causing Opel and Saab to consider seeking independence from GM by
either selling themselves to or partnering with other auto makers,
which analysts say would be difficult.

                    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: Rating Not Affected By Saab Filing, DBRS Says
-------------------------------------------------------------
Dominion Bond Rating Service notes that Saab Automobile (Saab), a
unit of General Motors Corporation, has filed for reorganization
in its native Sweden.  These developments follow previous
unsuccessful efforts by GM to have the Swedish government assume
an equity stake in Saab or provide some other form of assistance.
DBRS notes that Saab's filing has no impact on the ratings of GM.
The Saab unit has consistently incurred losses and is expected to
continue to do so over the near term. However, Saab's scale is
relatively minor, as its 2008 total sales of 93,000 units
accounted for just over 1% of GM's global vehicle sales.

Saab's reorganization filing represents an effort to ultimately
create an independent entity.  DBRS is of the opinion that this is
likely modestly beneficial to GM, as it potentially removes a
distraction from senior management of the Company and affords them
more opportunity to focus on the continuing revitalization of the
core GM brands and operations.

In 2008, Saab, according to estimates, incurred a loss of
approximately three billion Swedish kronor.  The unit employs in
the range of 4,400 people; the majority of production is sourced
in Trollhattan, Sweden.


GENERAL MOTORS: Viability Plan No Immediate Impact on DBRS Rating
-----------------------------------------------------------------
Dominion Bond Rating Service notes that General Motors Corporation
submitted a revised Restructuring Plan to the United States
Department of the Treasury.  The Revised Plan has no immediate
impact on GM's current ratings, with the Issuer Rating remaining
at CC, with a Negative trend.  DBRS continues to be of the opinion
that the Company has just sufficient liquidity to maintain
operations over the near term, with the Revised Plan seeking
additional government funding relative to the $18 billion
initially requested under the Company's previous restructuring
plan submitted on December 2, 2008.  DBRS also notes that, absent
additional funding, the Company's liquidity position could fall
below minimally required levels in the near term.

With respect to funding, the Revised Plan requests an additional
$4.5 billion to repay GM's secured debt that matures in 2011
(previously, the Company had assumed that this debt would be
rolled over).  Furthermore, citing global automotive conditions
even more depressed than those stipulated only two months prior,
GM has also outlined a new downside scenario where the U.S.
seasonally adjusted annual rate (SAAR) in 2009 drops to
9.5 million units (from 10.5 million units).  Under this revised
downward scenario, the Company would seek an additional
$7.5 billion.  As such, currently GM's total ask potentially
amounts to $30 billion; DBRS notes that thus far, $13.4 billion in
U.S. Troubled Assets Relief Program funding has been disbursed.
GM further disclosed that it is also seeking additional support
from various other governments, including Australia, Canada and
Germany; such incremental funding could amount to as much as $6
billion by 2010.

Regarding GM's deliverables, the Company has outlined the progress
it has made on several fronts.  With respect to brand
consolidation, GM has now specified that this would be completed
by 2011, with four core brands remaining: Chevrolet, Cadillac,
Buick and GMC.  Pontiac would be positioned as a niche brand going
forward, with HUMMER and Saab subject to either sale or
reorganization in the very near future.  Saturn is to remain open
through the life cycle of its current product portfolio, assumed
to end in 2011.  Subsequently, absent a sale or spin-off, Saturn
would be phased out.  GM also further reduced its number of U.S.
manufacturing plants by 2012 to 33 from 38; (DBRS notes that the
targeted plants have yet to be identified).

GM also indicated that it has reached a new agreement with the
United Auto Workers (UAW) to further lower labour costs to a level
that is competitive with the transplant automotive manufacturers;
however, no specifics have been provided.  Similarly, the Company
stated that negotiations with its unsecured bondholders are
progressing, with no further details being disclosed.

Finally, GM revealed that while it has further investigated
entering into formal bankruptcy proceedings, the Company remains
of the opinion that its restructuring would be best achieved
outside of such a process.  However, DBRS notes that should the
Revised Plan be ultimately approved by the U.S. government and
result in additional funding, the Company's liquidity position
would remain weak and not fundamentally changed.  For the time
being, previous rating actions related to GM sufficiently
incorporate its current credit profile.  However, the extremely
volatile market conditions do not preclude further rating actions
in the near term.


GENERAL MOTORS: Saab Obtains Creditor Protection in Sweden
----------------------------------------------------------
Saab Automobile filed for protection from creditors after parent
General Motors Corp. said it will cut ties with the Swedish
carmaker following two decades of losses, Bloomberg News reported.

Saab Chief Executive Officer Jan Aake Jonsson said in a statement
that the Trollhaettan, Sweden-based Company filed for
reorganization with a Swedish district court to separate itself
from GM and bring resources back to Sweden.

The reorganization, slated to take three months, will place Saab
under court supervision, with the aim of creating a "fully
independent" business entity, the report said.

According to Benedikt Kammel of Bloomberg, the Swedish district
court has approved Saab's request for reorganization, putting the
Swedish carmaker under protection from creditors and under Swedish
supervision for the first time since General Motors bought the
carmaker two decades ago.

GM Europe, Bloomberg relates, said in an e-emailed statement that
Saab will promptly set up "a viable mechanism for the timely
payment of suppliers' claims toward Saab".

The Associated Press reported February 13 that Saab AB turned to a
fourth-quarter loss, mainly hurt by charges taken for project
delays, and warned it may have to cut more jobs going forward.
Saab reported a loss of 724 million kronor ($86 million), compared
with a previous profit of around 1 billion kronor in the same
quarter last year.  The shortfall, according to the report, was
mainly attributed to provisions and write-downs of just over 1.5
billion kronor to account for delays in major projects.

Andreas Cremer and Chris Reiter of Bloomberg said that General
Motors' decision to push its Saab unit into bankruptcy protection
puts pressure on Germany, the U.K. and Spain to come up with
funding that the U.S. company says is needed to save the rest of
its European business.  Germany-based unit Opel needs a rescue
package that may exceed EUR3.3 billion ($4.23
billion), said its supervisory-board member Armin Schild.  GM's
Opel may be next `domino' after Saab, absent a rescue plan,
Bloomberg said.

                           About SAAB AB

Saab AB is a Sweden-based technology company active within the
defense, aviation and space industries. It operates through three
principal segments. Defense and Security Solutions develops and
manufactures command, control and communication systems. Systems
and Products produces and sells systems, products and components
for defense, aviation, space and civil security internationally.
Aeronautics comprises both military and civilian aeronautics
operations, including the Gripen program, which uses technology to
perform air-to-air and air-to-surface operational missions. The
Company consists of such business units as Saab Aerotech, Saab
Communication, Saab Grintek, Saab Systems, Combitech, Saab
Surveillance Systems, Saab Avitronics, Saab Barracuda, Saab Bofors
Dynamics, Saab Space, Saab Training Systems, Saab Microwave
Systems, Saab Underwater Systems, Saab Aerosystems, Saab
Aerostructures, Saab Aircraft Leasing and Gripen International.
Saab AB is headquartered in Stockholm, Sweden.

                        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.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

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

                          *     *     *

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

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

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

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


GLASS YOUTH: Will File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Stephanie Strom at The New York Times reports that the board of
Glass Youth and Family Services has decided that the Los Angeles-
based charity file for Chapter 11 bankruptcy protection.

According to The NY Times, Glass Youth failed to overcome falling
state reimbursements, rising costs, and dwindling donations.  The
NY Times relates that Glass Youth and Family Services had been
living off its credit cards for several months.  "The Internet was
down for two days last week because we couldn't pay the bill, and
a repo man showed up for one of the vans we use to transport the
kids around," the report quoted charity director Teresa
DeCrescenzo as saying.

Citing Ms. DeCrescenzo, The NY Times notes that the state of
California, hadn't raised the rates it pays for services in nine
years, while expenses had increased.  The state, says the report,
accounts for almost 70% of Glass Youth's revenues.

The NY Times states that Glass Youth had decided to allow only six
beds in its group homes.  According to the report, Ms. DeCrescenzo
said, "We have held out for more than a decade against moving to a
group home model with 12 beds or more because we thought smaller
homes create a family environment that was better for the kids.
That was a mistake."

Ms. DeCrescenzo said that American Express has been asking her for
payment of $100,000 that has been charged to the corporate credit
card for hotel rooms for teenagers who had aged out of group
homes, The NY Times relates.  American Express, says The NY Times,
is also threatening to seek a lien against Ms. DeCrescenzo's
house.  The NY Times reports that the I.R.S. also wants the house
because Glass Youth has failed to pay its payroll taxes.

Glass Youth and Family Services -- http://glassla.org/-- delivers
social and health care services to self-identified Gay, Lesbian,
Bisexual, Trans-gender, Questioning (GLBTQ), and HIV/AIDS impacted
youth.


GOLDEN CROSSING: Moody's Downgrades Underlying Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service downgraded Golden Crossing Finance Inc.
underlying rating for the backed senior secured bank facilities to
Ba1 from Baa2.  Outlook is negative.  This rating action concludes
the review for possible downgrade which was initiated on September
30, 2008.

"The project is on target for substantial completion on time -or
even possibly slightly ahead of schedule- and on budget and
Moody's expects that the operating performance will be
satisfactory says Catherine Deluz, Moody's analyst for GCFI.
However overlaying that fundamental strength of the project is the
credit weakening of major financial counterparties to GCFI.  This
is exposing the project to probable additional liquidity
requirements in the medium term and, over the term of the project,
increased risk of hedging counterparty default.  In addition,
Moody's notes that GCFI may need to replace at least one monoline
insurance company in a very difficult environment and/or rely on
the lenders agreeing to some amendments to the loan agreements or
to some waivers at some point during the term of the loan.  That
issue is particularly critical with respect to XL Capital
Assurance (UK) Ltd (a.k.a. Syncora) whose IFS is now Caa1 and has
a material probability of incurring an Event of Default -as
defined in the loan agreement- thus potentially triggering an
event of default under the credit facility.  Finally, GCFI may
also need to rely on some limited but crucial support from the
project sponsor in the next two years in order to meet the debt
service reserve fund requirements unless acceptable surety bonds
can be put in place in the next two years.  These are structural
weaknesses which are normally not present in investment grade
projects.  At this stage, given the performance of the project, it
is believed that such lenders' support and sponsor support will be
forthcoming.  It is also believed that GCFI understands the
challenges created by the rating downgrades of some of its major
counterparties and will work to resolve them.  Any change to that
assumption could have very material rating consequences".  The
outlook is negative reflecting the negative outlook attached to
the two lenders and hedge providers of the project.

The last rating action was on September 30, 2008, when GCFI was
put under review for possible downgrade.

Debt list:

* Insured Senior Secured Bank Credit Facilities: C$963.4 million.

Golden Crossing Finance and Golden Crossing General Partnership
are special purpose vehicles indirectly owned by Bilfinger Berger
AG (not rated).  Both GCFI and GCGP are headquartered in
Vancouver, British Columbia.  GCFI is the financial conduit
created to provide funding to GCGP for the development of the
Golden Ears Bridge project, which consists of a new six-lane
bridge across the Fraser River east of Vancouver, British
Columbia, and approximately 13 kilometres of new and existing
roads.  The project is a Public Private Partnership with the South
Coast British Columbia Transportation Authority.


GREAT CIRCLE: Court Sends Plan for Voting, Deadline on March 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the disclosure statement describing Great Circle
Family Foods, LLC, and its debtor-affiliates' Second Amended Plan
of Reorganization.

Ballots for or against the Plan must be returned not later that
5:00 p.m. Pacific Standard Time on March 20, 2009, to counsel of
the Debtors:

          Ron Bender, Esq.
          Levene, Neale, Bender, Rankin & Brill L.L.P.
          10250 Constellation Blvd, Suite 1700
          Los Angeles, Califronia 90067.

Any objection to the Plan confirmation must be filed with the
Court on or before April 14, 2009, with same day service upon
counsel to the Debtors.

The hearing to consider the confirmation of the Plan will be held
on April 30, 2009, at 10:30 a.m.

Pursuant to the Second Amended Plan of Reorganization, all of the
Debtors will be merged into and substantially consolidated with
Great Circle Family Foods, LLC, as the Reorganized Debtor.  On the
Plan's Effective Date, all of the existing equity interests in all
of the Debtors will be cancelled and extinguished.

On the Plan Effective Date, the Reorganized Debtor will be owned
50% by the New Investor and 50% by the Liquidating Trust for the
benefit of holders of allowed general unsecured creditors claims.
Roger E. Glickman will serve as the initial Chairman of the
Management Committee of the Reorganized Debtor as well as the
Chief Executive Officer and Chief Financial Officer of the
Reorganized Debtor, which are the same titles he holds at this
time.  Brett Garlinghouse will serve as the initial President of
the Reorganized Debtor, which is the same title he holds at this
time.  The Reorganized Debtor will serve as the disbursing agent
for purposes for making all distributions required to be made
under the Plan.

In exchange for a contribution of $150,000 of new cash, all of
which will be paid to the holders of Class 4 allowed general
unsecured claims, and various personal guarantees to GE Capital
Franchise Finance Corp., the Debtors' primary secured creditor,
and Krispy Kreme Doughnut Corp., Richard Reinis will receive 50%
of the equity interests in the Reorganized Debtor.  Richard Reinis
owns October Acquisitions, LLC, the Debtors' other primary secured
creditor.

The Plan segregates the various claims against and interest in the
Debtors as follows:

Class         Description                   Treatment

  1       All Claims of GE          Impaired; Entitled to Vote

  2       All Claims of October     Impaired; Entitled to Vote
          Acquisitions, LLC

  3       Non-tax Priority Claims   Unimpaired; Not Entitled to
                                    Vote

  4       General Unsecured         Impaired; Entitled to Vote
          Claims

  5       Other Secured Claims      Impaired; Entitled to Vote

  6       All Equity Holders        Not Entitled to Vote; Deemed
                                    to have rejected the Plan.

GE will receive $250,000 cash plus 4 promissory notes from the
Reorganized Debtor: Promissory Note 1 for $1,400,000, Promissory
Note 2 for $90,000, Promissory Note 3 for $790,000, and Promissory
Note 4 for $280,000.

The debt owed to October Acquisitions, LLC amounts to
approximately $5,625,000.  OA has agreed to permit the Reorganized
Debtor to repay the full amount of OA's allowed secured and super
priority administrative claim of $210,127 over time and to
voluntarily waive the balance of its claim of more than $5,400,000
in order to increase the distributions and value to be received by
other general unsecured creditors.  OA is owned by Richard Reinis.

General unsecured creditors will receive a cash payment in the
amount of $400,000 ($150,000 of which will be funded from the new
cash contribtuion, with the other $250,000 to be funded from the
Debtors' cash on hand) plus 50% of the stock in the Reorganized
Debtor.

Classes 1, 2, 4 and 5 are impaired under Plan and are entitled to
vote under the Plan.  All equity holders are deemed to have
rejected the plan and are not entitled to vote.

The Debtors will ask the Court to confirm the Plan by cramdown on
any and all impaired classes that do not vote to accept the Plan.
By a cramdown process, a plan may still be confirmed if it meets
all consensual requirements and if it does not "discriminate
unfairly" and is "fair and equitable" toward each impaired class
that has not voted to accept the Plan.

A full-text copy of the disclosure statement describing the
Debtors' Second Amended Plan, dated Feb. 18, 2009, is available
at:

    http://bankrupt.com/misc/GreatCircle.DS2ndAmendedPlan.pdf

  http://bankrupt.com/misc/GreatCircle.DS2ndAmendedPlanPart2.pdf

                       About Great Circle

Based in Fullerton, California, Great Circle Family Foods,
LLC -- http://www.gcff.com/-- in engaged in the businesss of
owning and operating Krispy Kreme Doughnut stores.  Great Circle
and 5 of its affiliated debtors currently own and operate 8 Krispy
Kreme Dughnut stores and manage 3 others.  The Debtors filed
separate petions for Chapter 11 protection on Aug. 22, 2007
(Bankr. C.D. Calif. Lead Case No. 07-12600).  David M. Poitras,
Esq., at Jeffer, Mangels, Butler & Marmaro LLP; Holly Roark, Esq.,
Juliet Y. Oh, Esq., Kim Tung, Esq., Monica Y. Kim, Esq., Ovsanna
Takvoryan, Esq., and Ron Bender, Esq., at Levene, Neale, Bender,
Rankin & Brill, L.L.P.; and Mitchell N. Reinis, Esq., at Silver &
Freedman, represent the Debtors.  Weiland, Golden, Smiley, Wang
Ekvall & Strok LLP represents the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for
protection from their creditors, they listed assets of between
$1 million and $100 million and the same range in debts.


GREATER OHIO ETHANOL: Lima Ethanol Plant Sold to Paladin
--------------------------------------------------------
Greater Ohio Ethanol was authorized by the U.S. Bankruptcy Court
for the Northern District of Ohio in Toledo to sell its ethanol
facility for $5.75 million cash and a note for $15.05 million the
buyer may repurchase for as little as $2.5 million, Bloomberg's
Bill Rochelle reported.

According to the report, the buyer is Paladin Ethanol Acquisition
LLC. The plant cost $117 million to build, Mr. Rochelle notes.

There were no acceptable bids by the original Dec. 15 deadline set
by the Bankruptcy Court.

Mr. Rochelle says the unsecured creditors committee objected to
the sale, noting that the buyer was affiliated with one of the
owners of the Company and that the sale would only benefit secured
creditors.

Ethanol Producer previously pointed out that the $18 million
purchase price was lesser than the $90 million owed to major
investors.

Lima, Ohio-based Greater Ohio Ethanol started operating in July
2008.  It filed for Chapter 11 bankruptcy protection in November
2008, blaming design flaws that led to mechanical failures and
increased water usage during operation as reasons for its
collapse.  The firm listed more than 200 creditors, including
local investors and contractors.  The city of Lima's Utilities
Department is listed as one of the firm's 20 largest creditors
with claims of more than $190,000 in utility fees.


HERTZ CORP: Bank Loan Sells at 30% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hertz Corporation
is a borrower traded in the secondary market at 68.22 cents-on-
the-dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.47 percentage
points from the previous week, the Journal relates.  The loan
matures on December 21, 2012.  Hertz pays 150 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
Ba1 rating and Standard & Poor's BB+ rating.

Meanwhile, participations in a syndicated loan under which car
maker Ford Motor Co. is a borrower traded in the secondary market
at 32.71 cents-on-the-dollar, representing a drop of 1.38
percentage points from the previous week.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Syndicated loans of auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar, representing a drop of 4.85 percentage points from the
previous week.  The loan matures January 31, 2015.  Dana pays 375
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded in the secondary market at 38.56
cents-on-the-dollar, representing a drop of 4.49 percentage points
from the previous week, the Journal relates.  The loan matures
March 29, 2012.  Lear pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

                        About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), is the world's largest general use car rental brand,
operating from approximately 8,000 locations in 147 countries
worldwide.  Hertz also operates one of the world's largest
equipment rental businesses, Hertz Equipment Rental Corporation,
through more than 375 branches in the United States, Canada,
France, Spain and China.


HOST HOTELS: S&P Downgrades Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bethesda, Maryland-based Host Hotels & Resorts Inc. to
'BB-' from 'BB'.  The rating outlook is negative.

At the same time, S&P lowered the rating on Host Hotels & Resorts
L.P.'s secured debt to 'BB+' (two notches higher than the
corporate credit rating) from 'BBB-'.  The recovery rating on this
debt remains at '1', indicating S&P's expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default.

"The downgrade reflects our revised expectation for declines in
2009 revenue per available room, EBITDA, and funds from
operations," said Standard & Poor's credit analyst Emile Courtney.

S&P's previous 'BB' rating incorporated the expectation that Host
would experience a decline in 2009 EBITDA of 15% to 20%.
Yesterday, Host lowered its 2009 guidance for RevPAR to decline in
a range of 12% to 16%, for EBITDA to decline about 35%, and for
FFO to decline about 50%.  This is primarily the result of the
negative impact of the current lodging cycle as the pace of
business and leisure travel demand worsens, given Host's operating
leverage as a hotel owner and its concentration in upscale and
luxury price segments.  Though S&P continue to expect a moderating
pace of decline for U.S. RevPAR in the second half of 2009, and
the start of a U.S. lodging industry recovery in 2010, S&P
believes that by the end of this year, Host's credit measures will
become weak for the current 'BB-' rating.

The reason S&P is willing to hold the corporate credit rating at
'BB-' at this time, despite S&P's expectation that Host's credit
measures will weaken beyond S&P's threshold measures for the
rating this year, is because S&P believes the U.S. lodging
industry will begin to recover in 2010.  In addition, the current
rating incorporates S&P's expectation that Host will maintain
adequate cushion relative to covenants in the company's credit
facility and bond indentures, and that debt maturities in 2009 and
2010 are manageable and likely to be refinanced.

The rating reflects Host's aggressive financial risk profile and,
as a real estate investment trust, its reliance on external
sources of capital for growth.  The company's high-quality and
geographically diversified hotel portfolio within the U.S. of 116
owned hotels and approximately 63,000 rooms (at December 2008),
high barriers to entry for new competitors because of its hotels'
locations (primarily in urban and resort markets or close to
airports), its strong brand relationships, and experienced
management team temper these factors.


HRP MYRTLE: Hard Rock Park May Keep Name, Says New Owner
--------------------------------------------------------
Meg Kinnard at The Associated Press reports that Steve Baker --
president and CEO of Baker Leisure Group, one of the new owners of
HRP Myrtle Beach Holdings LLC's Hard Rock Park -- said that he
wants to keep the park's name and hire about 750 workers to get it
back up and running this year.

"We're very desirous of keeping the name.  We think that's it's a
very strong brand and has instant recognition almost on a
worldwide basis," The AP quoted Mr. Baker as saying.

FPI MB Entertainment LLC received approval from the United States
Bankruptcy Court for the District of Delaware to purchase
substantially all of the assets of Hard Rock Park for about
$25 million.  The sale was anticipated to close by February 19,
2009.

With the pending purchase, FPI MBE, whose group members
collectively have more than 100 years in the attractions and
entertainment industry, has committed to the successful reopening
and operation of the Park.  Members of FPI MBE include Freestyle
Park International, a division of MT Development of Moscow;
Roundbox Advisors; Baker Leisure Group; and a group of Myrtle
Beach, S.C.-area investors.  Baker Leisure Group, a world-renowned
theme park management company, has been retained to manage
operations of the park.

After moving through the necessary channels with the appointed
Chapter 7 Trustee in the United States Bankruptcy Court for the
District of Delaware, the group was granted a sale approval after
presenting sufficient funding and providing plans for reopening
the park for the 2009 season.  The park is tentatively scheduled
to open Memorial Day weekend.

FPI MBE investors responsible for purchasing the park are:

     -- Roundbox Advisors;

     -- Freestyle Park International, a division of MT
        Development;

     -- Baker Leisure Group;

     -- Thomas M. Hiles of Wilmington, N.C.; and

     -- D. Tim Duncan of Myrtle Beach, S.C.

Messrs. Hiles and Duncan were two of the founding members of the
original Hard Rock Park and Duncan served on the board of
directors of the park.

The AP quoted Mr. Baker as saying, "The park's in great shape.
It's a big effort, but we'll make it."

                         About HRP Myrtle

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


HYPERDYNAMICS CORP: Posts $6.1MM Net Loss in the Last Six Months
----------------------------------------------------------------
Hyperdynamics Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission its financial results for
three and six months ended Dec. 31, 2008.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $9,334,000, total liabilities of $5,757,000 and shareholders'
equity of $3,577,000.

For three months ended Dec. 31, 2008, the company posted net loss
of $6,173,000 compared with net loss of $2,096,000 for the same
period in the previous year.

For six months ended Dec. 31, 2008, the company posted net loss of
$8,945,000 compared with net loss of $5,363 for the same period in
the previous year.

                  Liquidity and Capital Resources

In order to address its liquidity situation, Hyperdynamics
management remains focused on bringing in joint venture partners
to help the company monetize a portion of its most significant yet
speculative oil and gas exploration asset offshore West Africa.
The company is are also evaluating measures to further reduce its
costs and working on the possibility of selling some of its
producing assets.  Finally, the company is talking with potential
financial partners and seeking investment from outside investors.
If management is not successful in monetizing a portion of its
exploration assets, selling part or all of its producing assets,
or raising additional funds, Hyperdynamics may not survive.

The company's top corporate priority at this time is to attract a
joint venture or financial partner so that we can fund an
accelerated exploration work program offshore Guinea.

                       Going Concern Doubt

Hyperdynamics has incurred losses since inception, resulting in
cumulative losses of $67,774,000 through Dec. 31, 2008.  The
Company has historically been able to raise capital as planned to
progress the exploration of its most significant oil and gas asset
offshore West Africa, and to slowly develop its producing assets
in Louisiana.  The world economic crisis has injected more
uncertainty into the picture and the related depressed price for
oil has weakened the Company's production revenues and limited its
options for continuing to raise new capital.  These combined
conditions raise substantial doubt about Hyperdynamics' ability to
continue as a going concern.

Hyperdynamics' future is dependent upon its ability to obtain
proceeds from the sale or monetization of some of its oil and gas
exploration assets, to obtain continued equity or debt financing,
and ultimately upon developing future profitable operations from
the development of its oil and gas properties.  Management plans
remain focused on obtaining well capitalized joint venture
partners to help the company monetize a portion of offshore
exploration asset.  Management is also working on the possibility
to sell some or all of its producing assets in Louisiana, and
finally on evaluating  how it can raise additional capital to
further its business operations.

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

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

                  About Hyperdynamics Corporation

Headquartered in Sugar land, Texas, Hyperdynamics Corporation
(AMEX:HDY) -- http://www.hypd.com/-- is an independent oil and
gas exploration and production company.  The Company owns rights
for exploration and exploitation of oil and gas in a 31,000 square
mile concession off the coast of the Republic of Guinea in West
Africa.  In ad dition to its Guinea concession, Hyperdynamics
holds working interests in several oil and gas properties in
Northeast Louisiana. At June 30 , 2008, Hyperdynamics had 150,435
barrel of oil equivalent of reserves related to these Louisiana
properties.  The Company's subsidiaries include HYD Resources
Corporation, Trendsetter Production Company, SCS Corporation and
SCS Corporation Guinee SARL.  Hyperdynamics has two segments: its
operations in Guinea and its domestic Louisiana operations.


JB POINDEXTER: Moody's Downgrades Corp. Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded J.B. Poindexter & Co., Inc.'s
Corporate Family Rating and Probability of Default Rating to B3
from B2, and its $200 million senior unsecured notes to Caa1 from
B3.  The Speculative Grade Liquidity rating was affirmed at SGL-3.
The rating outlook was changed to stable from negative.

The downgrade reflects the company's operating performance which
has been below Moody's expectation, would likely further
deteriorate in the next 6-12 months in face of significant top-
line challenges across all its business segments as the recession
deepens.  Moody's believes that J.B. Poindexter's run-rate credit
metrics such as its high leverage and low interest coverage would
deteriorate further and no longer support a B2 rating over the
intermediate term.

Customer demand for J.B. Poindexter's products, including truck
bodies, step-vans, pickup truck caps and tonneau covers, is
anticipated to be significantly pressured as a result of the low
class 5-7 commercial vehicle order and substantially reduced new
pick-up truck sales projection in 2009.  Further, the sales at the
company's machining service unit which generated approximately 70-
80% of the total EBITDA in 2008, are expected to decline
materially in 2009 in part due to the plummeting oil prices that
have deterred the demand for its products.  The company has
disclosed recently that its machining service backlog has declined
by nearly 30% compared to a year ago, and all its other business
segments also saw substantial backlog decline.  Although Moody's
recognizes the potential benefit of cost saving initiative and
company's recent success in improving operational efficiency at
its Morgan Olson business unit, the pace and magnitude of the
expected revenues decline could more than offset the effects of
these initiatives, resulting in a credit profile that would be
consistent with B3 rating.

The B3 CFR recognizes the company's established customer base,
strong market position as well as anticipated adequate liquidity
as indicated by the affirmation of its SGL-3.  The stable outlook
incorporates Moody's view the operational initiatives that have
been implemented and its relatively flexible cost structure, could
help the company partially mitigate the negative pressure on its
performance and credit metrics.

The rating action is:

Ratings downgraded:

  * Corporate Family Rating -- to B3 from B2

  * Probability of Default Rating -- to B3 from B2

  * $200 million 8.75% guaranteed senior unsecured notes due
    March 2014 - to Caa1(LGD4, 64%) from B3 (LGD4, 65%)

Rating affirmed:

  * SGL-3 Speculative Grade Liquidity Rating
  * Outlook -- revised to stable from negative

Moody's last rating action for J.B. Poindexter was on May 20, 2008
when B2 CFR was affirmed with negative outlook.

J.B. Poindexter & Co. Inc., headquartered in Houston, Texas,
manufactures commercial truck bodies for medium-duty trucks,
pickup truck caps and tonneau covers, truck bodies for walk-in
step vans, funeral coaches, limousines and specialized buses,
provides contract manufacturing services for precision metal parts
and machining and casting services. JB Poindexter's revenue for
the year ending December 31, 2008 was approximately
$706 million.


JEFFERRIES GROUP: Moody's Cuts Preffered Stock Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service downgraded to Baa2 from Baa1 the senior
unsecured rating of Jefferies Group, Inc.  This concludes the
review for possible downgrade commenced on December 4th, 2008.
The rating outlook is negative.

The downgrade reflects Moody's opinion that Jefferies' operating
performance over at least the next several quarters is unlikely to
be sufficiently strong to remain consistent with a Baa1 rating.
This is a function of both the very challenging revenue
environment in all of its major operating businesses as well as a
level of fixed expenses that, while reduced from its prior levels,
is nonetheless likely to pressure profitability unless revenues
recover meaningfully in 2009 or early 2010.

Importantly, the downgrade also incorporates the fact that the
diversification of Jefferies' franchise proved insufficient to
insulate it from a downturn in capital market activity.  "Since
the onset of the credit crisis, Jefferies was able to avoid write-
downs in problematic asset categories like mortgages and leveraged
loans, which reflects positively on its risk appetite," said
Moody's analyst, Alexander Yavorsky. "Nonetheless, the company's
volatile operating performance and five consecutive losing
quarters reflect negatively on its credit profile and ability to
maintain through-the-cycle profitability, " Yavorsky added.

The rating agency also noted that Jefferies' Baa2 rating is
supported by a liquid balance sheet unencumbered with sizable
proprietary positions and a strong liquidity profile.  These
factors, which reflect management's preference for less capital-
intensive, customer-related business activity, allowed Jefferies
to avoid outsized losses that afflicted many of its larger
competitors.  Additionally, the company's substantial tangible
equity position combined with relatively low balance sheet
leverage provides creditors with an important cushion against any
potential future losses.

The negative outlook is based on the possibility of further
deterioration in macroeconomic and financial market fundamentals,
which would inhibit Jefferies' ability to be profitable over the
next year.  If operating losses begin to erode the company's
tangible equity position, the Baa2 rating may come under
additional downward pressure.  Conversely, the rating outlook
would likely return to stable should the resumption of normal
levels of capital markets activity occur sooner or to a greater
degree than currently anticipated.

The last rating action was on Jefferies was on December 4, 2008
when the ratings were placed on review for a possible downgrade.

Jefferies Group, Inc., is a New York based securities and
investment banking firm that focuses on middle-market companies.
For nine months of 2008, Jefferies generated net revenues of
$868 million and after-tax losses of $96 million.  In 2008,
Jefferies reported $1 billion in net revenue.

These actions were taken:

Downgrades:

Issuer: Jefferies Group, Inc.

  -- Issuer Rating, Downgraded to Baa2 from Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba1 to
     (P)Baa2 from a range of (P)Baa3 to (P)Baa1

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
     from Baa1

Outlook Actions:

Issuer: Jefferies Group, Inc.

  -- Outlook, Changed To Negative From Rating Under Review


JOHN MANEELY: Bank Loan Sells at 42% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which John Maneely Co.
is a borrower traded in the secondary market at 57.63 cents-on-
the-dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.63 percentage
points from the previous week, the Journal relates.  The loan
matures on December 9, 2013.  John Maneely pays 325 basis points
to borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's B+ rating.

Beachwood, Ohio-based John Maneely Company manufactures welded
steel pipe with seven main product lines: structural tubing,
standard pipe, electrical conduit, sprinkler pipe, fence pipe,
galvanized mechanical tubing, and fittings and couplings.  The
Company, founded in 1877, was acquired by Carlyle Partners IV in
March 2006 for $568 million.  It combined with Canada's Atlas Tube
Inc. months later.

In November 2008, Russian steel producer Novolipetsk Steel
terminated a $3.53 billion agreement to buy DBO Holdings Inc., the
corporate parent of John Maneely, from the Carlyle Group.  DBO
Holdings filed a breach-of-contract lawsuit in October 2008
against the Russian steel company in New York federal court
because it was taking too much time to close to deal.


JOURNAL REGISTER: Files for Chapter 11 with Pre-Packaged Plan
-------------------------------------------------------------
Journal Register Company and its subsidiaries have filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York to implement a pre-negotiated plan
of reorganization with certain of its secured lenders designed to
substantially reduce the Company's debt.  The Company intends to
continue to operate as usual, and does not anticipate any business
interruption during the restructuring.

On February 19, 2009, the Company entered into a Plan Support
Agreement with JPMorgan Chase Bank, N.A. and 26 of the 37 lenders
party to the Company's Amended and Restated Credit Agreement dated
as of January 25, 2006, which hold approximately 77% of the
aggregate principal amount of the indebtedness outstanding under
the Credit Agreement.  Each of the parties to the Plan Support
Agreement have agreed to vote in favor of the Plan on terms and
conditions set forth in the Term Sheet that is attached to the
Plan Support Agreement.

The Term Sheet provides that each of the existing lenders under
the Credit Agreement will receive a pro rata share of a $175
million Tranche A Term Loan Facility, a $100 million Tranche B
Term Loan Facility and the common stock in the reorganized
company, subject to dilution for future equity issuances.  The
Tranche B Term Loan has a payment-in-kind feature for its five-
year term allowing the Company to opt to either make regular
interest payments in cash or to pay the interest in kind.  The
Plan is expected to reduce the Company's total indebtedness by
approximately $420 million.  The Company expects to continue to
generate sufficient cash flow to fund its operations and, as a
condition to implementation of the Plan, will obtain a $25 million
revolving credit facility upon its exit from bankruptcy to further
enhance its liquidity position. The Company's existing equity
holders would receive no distributions under the proposed plan.

The Company's Chairman and Chief Executive Officer James W. Hall
said, "Journal Register Company has taken numerous steps to reduce
its debt and strengthen its balance sheet through the divestiture
of unprofitable newspapers, headcount reductions and various other
means.  However, due to the numerous challenges facing the
newspaper industry and the overall economic downturn, our board of
directors has decided, after careful consideration of all
available alternatives, that a Chapter 11 filing was a necessary
and best course of action for Journal Register Company.  We intend
to emerge from the Chapter 11 process stronger, leaner and more
financially viable in the current environment.  We are also
pleased to have the support of our lenders in restructuring our
debt obligations.  Our business will continue its normal
operations and we will publish content as usual throughout this
process."

Journal Register joins a list of publishing companies that have
filed for bankruptcy the past year amid sagging advertising
revenues due to competition with online news.  Bankrupt publishers
include Creative Loafing, which filed in September 2008, Tribune
Co., which filed for bankruptcy in December, and Star Tribune
Company in January.  Ziff Davis Inc., a publisher of hobbyist
magazines, filed for bankruptcy in March 2008, and emerged from
Chapter 11 protection four months later.

Journal Register has filed a number of customary first day motions
asking the Court for permission to, among other things, continue
to pay employee wages and salaries and to provide employee
benefits without interruption.  The Company expects to pay its
vendors and service providers on normal terms for post-petition
goods and services provided in the ordinary course of business.

The Company filed its voluntary Chapter 11 petitions in the United
States Bankruptcy Court for the Southern District of New York.
Additional information about the Company's restructuring is
available at the Company's Web site at
http://www.journalregister.com For access to Court documents and
other general information, please visit
http://chapter11.epiqsystems.com/journalregister

                      About Journal Register

Journal Register Company (PINKSHEETS: JRCO) --
http://www.JournalRegister.com-- owns 20 daily newspapers, more
than 180 non-daily publications and operates over 200 individual
Web sites that are affiliated with the Company's daily newspapers,
non-daily publications and its network of employment Web sites.
All of the Company's operations are strategically clustered in six
geographic areas: Greater Philadelphia; Michigan; Connecticut;
Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions
of New York. The Company also owns JobsInTheUS, a network of 20
employment Web sites.


JOURNAL REGISTER: Ch. 11 Plan Mulls 0% Return to Unsecured Claims
-----------------------------------------------------------------
Journal Register Company and its affiliates filed, simultaneous
with their Chapter 11 petitions, a proposed joint plan of
reorganization that they have negotiated with secured lenders pre-
bankruptcy.

The Plan provides for no distribution or zero recovery to holders
of unsecured claims and owners of equity interests in JRC.
Secured lenders will receive, among other things, 100% of the
shares of new stock of JRC.

A full text copy of the Chapter 11 Plan is available for free at:

     http://bankrupt.com/misc/JRC_Ch11_Plan.pdf

A full text copy of the Disclosure Statement is available for free
at:

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

The Debtors have approximately $692 million of outstanding funded
indebtedness, comprised of principal and interest that has accrued
under an existing revolving credit facility and principal and
interest that has accrued under Tranche A Loans, which facilities
are governed by that certain Amended and Restated Credit
Agreement, dated as of January 25, 2006, by and among JRC, as
borrower, the other Debtors, as guarantors, JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent, and the
lenders that are party thereto.  Aside from JPMorgan's
$692 million, JRC said that Kruger Inc. has a $2.6 million secured
claim on account of a letter of credit, and Global Payments
Direct, Inc., and Elavon, formally NOVA Information Systems, with
secured claims under $1 million each.

In its list of 50 largest unsecured claims, JRC identified Terri
Tucker as having the largest with $4,500,000 owed on account of a
litigation judgement.

JRC disclosed that as of Nov. 30, 2008, it had $596.2 million in
assets and stockholders' deficit of $169.4 million.

Under the absolute priority rule of the Bankruptcy Code, secured
creditors have priority over a company's unsecured creditors to
the extent of the value of their collateral.  Unsecured creditors,
on the other hand, stand ahead of investors in the receiving line
and their claims must be satisfied before any investment loss is
compensated.

Because certain classes are deemed to reject the Plan -- i.e. the
unsecured creditors and the equity holders because they would
recover nothing under the Plan -- the Debtors will seek
confirmation under the "cramdown" provision of Section 1129(b) of
the Bankruptcy Code.

                     Events Leading to Filing

James W. Hall, chairman of the board of directors and chief
executive officer of JRC, explains that in recent years, the
newspaper industry and JRC have battled declining readership and
circulation, declining advertising revenues due to alternative
choices for advertisers, ongoing margin pressure and an ongoing
free cash flow decline as print media pricing adapts to a more
digitally-oriented and highly-competitive marketplace.  The recent
global recession has placed an even greater burden on an already
distressed industry, leading to unprecedented industry-wide
revenue declines.  The slumping retail market has reduced demand
for retail advertising, and the rise in the national unemployment
rate, coupled with the decline in the real estate and auto
sectors, has led to a significant decline in classified
advertising.

With the increased competition from other forms of media and
slumping advertising revenues, the downward pressure on newspaper
earnings will likely remain intense in the near-term. Further,
many media companies, such as JRC, have heavy debt loads that are
not sustainable in the current economic environment.

The advertising revenue on which the media industry relies is
currently being driven down by macroeconomic trends, including,
but not limited to, the current housing downturn, declining
automotive sales, the retail sector slowdown, a slow labor market
and a shift in advertising dollars to online media.  Due to
structural changes in the advertising business and the reduced
consumer spending in the current market, industry-wide retail
advertising performance was significantly negatively impacted in
2007 and 2008.  In addition to the industry-wide decline in retail
advertising sales, weakness in the real estate and auto markets,
and a soft labor demand have created a significant downturn in
classified advertising revenue.  Also, in recent years, Internet
sites devoted to recruitment, automobile and real estate have
become significant competitors of JRC's newspapers and Web sites.

In addition, increased competition from other forms of media has
led to newspaper industry-wide decreases in circulation volume and
revenues.  The ability to obtain new subscribers was also
adversely affected by changes to telemarketing regulations ("do
not call" legislation) in 2004.  Telemarketing historically had
been the largest single source of new subscribers for the
newspaper industry.  The Company has been, and is likely to
continue to be, effected by the industry-wide decline in
circulation.  Due in large part to these market trends, the
Company's revenue declined by 2.0% in 2006, 8.5% in 2007 and 10%
for the period of January 1, 2008 through November 30, 2008.

As a result of the negative effects of industry-wide trends, and
in spite of its significant cost-cutting initiatives, the Company
was unable to abide by certain covenants under the Existing Credit
Agreement.  Accordingly, the Debtors sought forbearance agreements
from JPMorgan and other secured lenders and negotiated the terms
of a Chapter 11 plan with them.  The Debtors believe that the term
sheet reached with lenders -- which formed the basis for the Plan
-- presents the best option for a consensual restructuring and the
best opportunity to maximize value for stakeholders.

JRC is the third newspaper company that filed for Chapter 11 since
December.  Tribune Company, publisher of the L.A. Times and the
The Star Tribune Co., publisher of the Minnesota Star Tribune,
filed for Chapter 11 to deleverage their balance sheets.

According to Bloomberg News, more dailies may be sold, shut down
or may become Internet-based only as the newspaper industry
continues to face distress due to deteriorating revenues.  The
papers, according to the report, include Arizona's Tucson Citizen
which may be shut down if it can't be sold.  The report adds that
the same goes for the Seattle Post-Intelligencer that might end up
appearing only on the Internet.

                      About Journal Register

Journal Register Company (PINKSHEETS: JRCO) --
http://www.JournalRegister.com-- owns 20 daily newspapers, more
than 180 non-daily publications and operates over 200 individual
Web sites that are affiliated with the Company's daily newspapers,
non-daily publications and its network of employment Web sites.
All of the Company's operations are strategically clustered in six
geographic areas: Greater Philadelphia; Michigan; Connecticut;
Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions
of New York. The Company also owns JobsInTheUS, a network of 20
employment Web sites.


JOURNAL REGISTER: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Journal Register Company
        790 Township Line Road, Suite 300
        Yardley, Pennsylvania 19067

Bankruptcy Case No.: 09-10769

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
JRC Media, Inc.                                    09-10770
Voice Communications Corp.                         09-10771
Up North Publications, Inc.                        09-10772
Greater Detroit Newspaper Network, Inc.            09-10773
Great Northern Publishing, Inc.                    09-10774
Saginaw Area Newspapers, Inc.                      09-10775
The Goodson Holding Company                        09-10776
Hometown Newspapers, Inc.                          09-10777
Journal Company, Inc.                              09-10778
Morning Star Publishing Company                    09-10779
Heritage Network Incorporated                      09-10780
Independent Newspapers, Inc.                       09-10781
Great Lakes Media, Inc.                            09-10782
Pennysaver Home Distribution Corp.                 09-10783
All Home Distribution Inc.                         09-10784
Orange Coast Publishing Co.                        09-10785
St. Louis Sun Publishing Co.                       09-10786
Middletown Acquisition Corp.                       09-10787
JiUS, Inc.                                         09-10788
Journal Register Supply, Inc.                      09-10789
Northeast Publishing Company, Inc.                 09-10790
21st Century Newspapers, Inc.                      09-10791
Acme Newspapers, Inc.                              09-10792
Chanry Communications, Ltd.                        09-10793
Journal Register East, Inc.                        09-10794
Register Company, Inc.                             09-10795

Type of Business: The Debtors own 27 daily newspapers and
                  327 non-daily publications, mostly in the
                  northeastern part of the United States.

                  See: http://www.journalregister.com/

Chapter 11 Petition Date: February 21, 2009

Court: Southern District of New York

Debtor's Counsel: Marc Abrams, Esq.
                  Rachel C. Strickland, Esq.
                  Shaunna D. Jones, Esq.
                  Jennifer J. Hardy, Esq.
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, N.Y. 10019-6099
                  Tel: (212) 728-8000
                  Fax: (212) 728-8111
                  http://www.willkie.com

Financial Advisor: Lazard FrŠres & Co.
                   30 Rockefeller Plaza
                   New York, NY 10020

Restructuring Advisor: Conway, Del Genio, Gries & Co., LLC
                       645 Fifth Avenue
                       New York, NY 10022

Chief Restructuring Officer: Robert P. Conway

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Terri Tucker                   Litigation        $4,500,000
c/o Jeffrey S. Bagnell, Esq.   Judgment
1465 Post Road East
Westport, CT 06880
Jeffrey S. Bagnell, Esq.
203-255-4434
203-255-4454 (fax)

Hope St. John                  Contract          $790,000
7715 Yardley Drive
Tamarac, FL 33321

Estate of Robert M. Jelenic    Contract          $749,311
1520 Pebbletown Drive
New Hope, PA 18938

Ed Hoffman                     Contract          $708,000
c/o Marie Hoffman
P.O. Box 1154
LaQuinta, CA 92253

Frank Shepard                  Contract          $586,121
08111 Mulberry Lane
Charlevoix, MI 49720

Atex Media Command Incorp      Trade Debt        $278,558

Walter Nestor                  Contract          $175,000

Paragon Paper, Inc.            Trade Debt        $148,199

Sun Chemical A Division of US  Trade Debt        $139,836
Ink Corp.

PCF                            Trade Debt        $132,072

Eastman Kodak Company          Trade Debt        $131,181

Cigital Inc                    Trade Debt        $128,350

Grant Thornton                 Trade Debt        $128,311

Constellation NewEnergy        Trade Debt        $123,418

ServIT Inc                     Trade Debt        $107,586

PDI Plastics, Cannon Group,    Trade Debt        $106,316
Inc.

The Palace                     Trade Debt        $101,766

Blue Cross And Blue Shield     Trade Debt        $89,367

Joan Saehloff                  Contract          $87,456

Josephine Novello              Contract          $85,716

Agfa Corporation               Trade Debt        $82,402

TownNews.com                   Trade Debt        $72,694

Blue Care Network              Trade Debt        $69,842

Travidia                       Trade Debt        $68,922

Yahoo HotJobs                  Trade Debt        $63,146

Helen Hardman-Krumpe           Contract          $63,000

American Express               Trade Debt        $62,920

Keystone Health Plan           Trade Debt        $62,238
East/Guild

Flint Group North American     Trade Debt        $60,926
Corporation

Clinton Township Treasurer     Trade Debt        $57,201

Konica Minolta Graphic         Trade Debt        $55,241
Imaging USA, Inc

AT&T                           Trade Debt        $51,848

Broadview Networks fka ATX     Trade Debt        $51,625
Communications Services

RR Donnelley                   Trade Debt        $51,168

Mill Marketing Incorporated    Trade Debt        $43,602

Advanced Furniture Solutions   Trade Debt        $43,012

Alfa CTP Systems Inc           Trade Debt        $41,070

Manistique Papers              Trade Debt        $38,757

PECO Energy                    Trade Debt        $37,672

Newspaper Assoc of America     Trade Debt        $37,609

Hewitt Associates              Trade Debt        $36,726

AbitibiBowater Inc             Trade Debt        $35,917

Foley Torregiani & Associates  Trade Debt        $35,582
Inc.

Cadmus                         Trade Debt        $35,071

Ari-El Enterprises             Trade Debt        $33,556

Thomson Tax & Accounting       Trade Debt        $32,650

Ouky Property, LLC             Trade Debt        $30,125

Lindenmeyr Munroe              Trade Debt        $29,029

State of MI - Dept of Treasury Trade Debt        $27,643

Detroit Tigers Ticket          Contract          $27,625
Department

The petition was signed by Jaines W. Hall, chairman and chief
executive officer.


JUVENT MEDICAL: Organizational Meeting to Form Panel Today
----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 23, 2009, at 10:00
a.m. in the bankruptcy case of Juvent Medical, Inc.  The meeting
will be held at the United States Bankruptcy Court, 402 East State
Street, Room 129, in Trenton, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Juvent Medical, Inc., based in Somerset, New Jersey, filed for
bankruptcy on January 16, 2009 (Bankr. D. N.J. Case No. 09-10998).
The Hon. Raymond T. Lyons Jr. presides over the case.  David L.
Bruck, Esq., at Greenbaum, Rowe, Smith, et al., in Woodbridge, New
Jersey, serves as the Debtor's bankruptcy counsel.  When it filed
for bankruptcy, the Debtors disclosed $1,529,700 in total assets
and $8,291,591 in total debts.


KINGSWAY FINANCIAL: A.M. Best Cuts Issuer Credit Rating to 'b-'
---------------------------------------------------------------
A.M. Best Co. on February 13, 2009, downgraded the issuer credit
ratings (ICR) and senior debt ratings to "b-" from "b" of Kingsway
Financial Services Inc. (KFSI) (Mississauga, Ontario) and Kingsway
America Inc. (KAI) (Elk Grove Village, IL).  In addition, A.M.
Best has downgraded the financial strength rating (FSR) to B
(Fair) from B+ (Good) and the ICRs to "bb" from "bbb-" of several
KFSI wholly-owned property/casualty and reinsurance subsidiaries.
All ratings have been placed under review with negative
implications.

The under review status is based on KFSI's announcement on
February 9, 2009, that it will take a material loss in fourth
quarter 2008.  KFSI's net loss projections between $324 million
and $344 million for the quarter are far in excess of information
previously provided to A.M. Best.  KFSI's estimated losses
primarily stem from write-downs of its equity portfolio, adverse
loss reserve development at Lincoln General Insurance Company (Elk
Grove, IL) and non-cash related charges.

The downgrading of the ratings of KFSI, KAI and selected operating
subsidiaries reflects the significant deterioration in the parent
company's financial condition and recognizes A.M. Best's
assessment of the weakened overall capitalization of the entire
organization.  On January 22, 2009, A.M. Best downgraded the
ratings of KFSI, KAI and several subsidiaries within KFSI's group
based on results through September 2008 and financial projections
for the remainder of the year.  Actual losses for fourth quarter
2008, based on KFSI's press release of February 9, 2009, are
significantly higher than projected.

The ratings will remain under review pending completion of A.M.
Best's analysis of the company's year-end 2008 results.

The FSR has been downgraded to B (Fair) from B+ (Good), the ICRs
have been downgraded to "bb" from "bbb-" and the ratings have been
placed under review with negative implications for the
subsidiaries of Kingsway Financial Services Inc.:

   -- American Service Insurance Company, Inc.
   -- JEVCO Insurance Company
   -- Kingsway Reinsurance (Bermuda) Ltd.
   -- Mendota Insurance Company
   -- Mendakota Insurance Company
   -- Southern United Fire Insurance Company
   -- U.S. Security Insurance Company, Inc.
   -- Universal Casualty Company

The FSRs of B- (Fair) and ICRs of "bb-" have been placed under
review with negative implications for Lincoln General Insurance
Company and American Country Insurance Company.

The FSR of B (Fair) and ICR of "bb" have been placed under review
with negative implications for Kingsway General Insurance Company.

The FSR of C++ (Marginal) and ICR of "b" have been placed under
review with negative implications for Kingsway Reinsurance
Corporation.

These debt ratings have been downgraded and placed under review
with negative implications:

Kingsway America Inc.

   -- to "b-" from "b" on USD 125 million 7.5% senior unsecured
      notes, due 2014

   -- to "b-" from "b" on USD 74.1 million 7.12% senior unsecured
      notes, due 2015

Kingsway Financial Services Inc. (issued under Kingsway General
Partnership)

   -- to "b-" from "b" on CAD 100 million 6% senior unsecured
      debentures, due 2012

All senior debt is unconditionally guaranteed by KFSI and KAI.


LAMPLIGHTER VILLAGE: Meeting to Form Creditors' Panel on March 2
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 2, 2009, at 11:30
a.m. in the bankruptcy cases of Marcus Lee Associates, L.P., and
Lamplighter Village Associates, L.P.  The meeting will be held at
the Office of the United States Trustee, 833 Chestnut Street,
Suite 501, in Philadelphia.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Warrington, Pennsylvania-based Marcus Lee Associates, L.P. filed a
voluntary Chapter 11 petition on February 16, 2009 (Bankr. E.D.
Pa. Case No. 09-11037).  In its petition, Marcus Lee Associated
indicated Lamplighter Village Associates, L.P. as debtor-
affiliate.

Lamplighter Village Associates, L.P., also based in Warrington,
filed its bankruptcy petition on February 16, 2009 (Bankr. E.D.
Pa. Case No. 09-11035).

Marcus Lee Associates and Lamplighter Village Associates are
represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, P.C., in Philadelphia, as bankruptcy counsel.

Marcus Lee Associates and Lamplighter Village Associates each
estimated both assets and debts to be between $1,000,001 and
$10,000,000.

Marcus Lee Associates' and Lamplighter Village Associates'
petitions were both signed by Marvin Katz, as manager.


LEAR CORP: Bank Loan Continues Slide in Secondary Market Trading
----------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 38.56 cents-on-the-
dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 4.49 percentage points
from the previous week, the Journal relates.  The loan matures
March 29, 2012.  Lear pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan is not rated.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal

Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar, representing a drop of 4.85 percentage points from the
previous week.  The loan matures January 31, 2015.  Dana pays 375
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B+ rating.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

Meanwhile, participations in a syndicated loan under which car
maker Ford Motor Co. is a borrower traded in the secondary market
at 32.71 cents-on-the-dollar, representing a drop of 1.38
percentage points from the previous week.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which car rental company
Hertz Corporation is a borrower traded in the secondary market at
68.22 cents-on-the-dollar.  This represents an increase of 1.47
percentage points from the previous week.  The loan matures
December 21, 2012.  Hertz pays 150 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB+ rating.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on Jan. 9, 2009,
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Lear Corporation, to Caa2 from
B3.  In a related action, the rating of the senior secured term
loan was lowered to Caa1 from B2, and the rating on the senior
unsecured notes was lowered to Caa2 from B3.  The ratings remain
on review for further possible downgrade.

According to the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Southfield, Michigan-based Lear Corp. to 'B-' from 'B'.  At the
same time, S&P also lowered its issue-level ratings on the
company's debt.  The ratings remain on CreditWatch, where they had
been placed with negative implications on Nov. 13, 2008.


LENDINGCLUB CORP: December 31 Balance Sheet Upside-Down by $14MM
----------------------------------------------------------------
LendingClub Corporation's balance sheet at Dec. 31, 2008, showed
total assets of $16,378,604 and total liabilities of $30,360,279,
resulting in a stockholders' deficit of $13,981,675.

For three months ended Dec. 31, 2008, the company posted net loss
of $2,552,565 compared with $1,636,279 for the same period in the
previous year.

For nine months ended Dec. 31, 2008, the company posted net loss
of $9,612,908 compared with $4,321,659 for the same period in the
previous year.

                            Liquidity

The Company has incurred operating losses since its inception.
The Company has an accumulated deficit of $17,442,440 since
inception.  Since its inception, the Company has financed its
operations through debt and equity financing from various sources.
The Company is dependent upon raising additional capital or
seeking additional debt financing to fund its current operating
plans.  Failure to obtain sufficient debt and equity financing
and, ultimately, to achieve profitable operations and positive
cash flows from operations could adversely affect the Company's
ability to achieve its business objectives and continue as a going
concern.  Further, there can be no assurance as to the
availability or terms upon which the required financing and
capital might be available.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

During the period from April 15, 2008 through August 29, 2008, the
Company had raised and received $4,407,964 in additional funding
from the issuance of secured promissory notes.

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

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

                   About Lending Club Corporation

Headquartered in Sunnyvale, California, Lending Club Corporation -
- http://www.lendingclub.com/-- develops and markets networking
solutions for the financial industry.  The company's suite enables
social lending networking services.  Additionally, it provides
risk assessment and investment advisory solutions.  Lending Club
markets its products under the LendingMatch brand name.


LUSTAR DYEING: Asks Court to Dismiss its Chapter 11 Case
--------------------------------------------------------
Lustar Dyeing and Finishing Inc. asks the U.S. Bankruptcy Court
for the Southern District of New York to dismiss its Chapter 11
case.  The Debtor relates that Casco Bay Finance Company, LLC,
which holds a first mortgage on its Asheville, North Carolina
plant, after obtaining an automatic stay from the Court, has
foreclosed on the plant.

For the above stated reason and its inability to make a
distribution to unsecured creditors, Lustar tells the Court that
it would be in the best interest of its creditors and estate to
dismiss its Chapter 11 case.

Lustar Dyeing & Finishing, Inc., is a dyeing & finishing
processing plant for textile fabrics.  The Debtor filed for
Chapter 11 relief on April 4, 2005, (Bankr. S.D.N.Y. Case No.
05-12207).  Avrom R. Vann, Esq., at Avrom R. Vann, P.C.,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of between
$1,000,000 and $10,000,000, and debts of between $500,000 and
$1,000,000.


MANITOWOC CO: Bank Loan Sells at 20% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 79.00 cents-on-
the-dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.32 percentage points
from the previous week, the Journal relates.  The loan matures
April 14, 2014.  Manitowoc pays 350 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba2
rating and Standard & Poor's BB+ rating.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil

                        *     *     *

On July 31, TCR reported that Moody's Investors Service affirmed
the Ba2 Corporate Family and Probability of Default ratings of
Manitowoc following its announced syndication of a new credit
facility to fund its acquisitions of Enodis plc. Moody's also
assigned a Ba2 rating to the proposed US$2.925 billion senior
secured bank credit facility and lowered the senior unsecured
notes to B1 from Ba3.  The outlook remains stable.


MARCUS LEE: Meeting to Form Creditors' Panel on March 2
-------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 2, 2009, at 11:30
a.m. in the bankruptcy cases of Marcus Lee Associates, L.P., and
Lamplighter Village Associates, L.P.  The meeting will be held at
the Office of the United States Trustee, 833 Chestnut Street,
Suite 501, in Philadelphia.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Warrington, Pennsylvania-based Marcus Lee Associates, L.P. filed a
voluntary Chapter 11 petition on February 16, 2009 (Bankr. E.D.
Pa. Case No. 09-11037).  In its petition, Marcus Lee Associated
indicated Lamplighter Village Associates, L.P. as debtor-
affiliate.

Lamplighter Village Associates, L.P., also based in Warrington,
filed its bankruptcy petition on February 16, 2009 (Bankr. E.D.
Pa. Case No. 09-11035).

Marcus Lee Associates and Lamplighter Village Associates are
represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, P.C., in Philadelphia, as bankruptcy counsel.

Marcus Lee Associates and Lamplighter Village Associates each
estimated both assets and debts to be between $1,000,001 and
$10,000,000.

Marcus Lee Associates' and Lamplighter Village Associates'
petitions were both signed by Marvin Katz, as manager.


MASONITE INT'L: Silent on Lender Talks As Forbearance Expires
-------------------------------------------------------------
The forbearance periods were set to expire about a week ago, but
Masonite International Inc. remains silent on its discussions with
lenders and bondholders regarding its failure to comply with
certain loan covenants.

As reported by the Troubled Company Reporter on February 4, 2009,
Masonite International entered into a further extension, to
February 9, 2009, of the forbearance agreement dated September 16,
2008, with its bank lenders.  Masonite also has entered into a
further extension, to February 13, 2009, of the separate
forbearance agreement it previously reached with holders of a
majority of the senior subordinated notes due 2015 issued by two
of the Company's subsidiaries.

Masonite has said it continues to pursue opportunities to develop
an appropriate capital structure to support its long-term
strategic plan and business objectives.

As a result of its financial performance for the quarters ended
June 30, September 30, and, based on preliminary financial results
for the quarter ended December 31, 2008, Masonite was not in
compliance as of such dates with certain financial covenants
contained in its credit facility, which constituted an event of
default under the credit facility.  The financial covenants relate
to EBITDA metrics and reflect the challenging conditions in the
U.S. housing industry.

         Masonite's $1.175BB Term Loan & $350MM Revolver

According to the company's annual report for the year ended
December 31, 2007, the eight-year $1.175 billion term loan is due
April 6, 2013, and has an original interest rate of LIBOR plus
2.00% that amortizes at 1% per year.  The $350 million revolving
credit facility interest rate is subject to a pricing grid ranging
from LIBOR plus 1.75% to LIBOR plus 2.50%.  As of December 31,
2007, the revolving credit facility carried an interest rate of
LIBOR plus 2.50%.

The senior secured credit facilities provide for the payment to
the lenders of a commitment fee on the average daily undrawn
commitments under the revolving credit facility at a range from
0.375% to 0.50% per annum, a fronting fee on letters of credit of
0.125%, and a letter of credit fee ranging from 1.75% to 2.50%
(less the 0.125% fronting fee).

The senior secured credit facilities require the company to meet a
minimum interest coverage ratio of 1.65 times Adjusted EBITDA and
a maximum leverage ratio of 7.0 times Adjusted EBITDA as of
December 31, 2007.  These ratios will be adjusted over the passage
of time, ultimately reaching a minimum interest coverage ratio of
2.2 times Adjusted EBITDA, and a maximum leverage ratio of 4.75
times Adjusted EBITDA. In addition, the senior secured credit
facilities contain certain restrictive covenants which, among
other things, limit the incurrence of additional indebtedness,
investments, dividends, transactions with affiliates, asset sales,
acquisitions, mergers and consolidations, prepayments of other
indebtedness, liens and encumbrances and other matters customarily
restricted in such agreements.  They also contain certain
customary events of default, subject to grace periods, as
appropriate.

The company is permitted to incur up to an additional
$300 million of senior secured term debt under the senior secured
credit facilities so long as no default or event of default under
the new senior secured credit facilities has occurred or would
occur after giving effect to such incurrence, and certain other
conditions are satisfied.  The net debt to Adjusted EBITDA
calculation measures the debt the company has on its balance sheet
against its Adjusted EBITDA over the last 12 months.  This ratio
increased from 5.96:1.0 at December 31, 2006 to 6.00:1.0 at
December 31, 2007.  The company's cash interest coverage ratio
measures its Adjusted EBITDA as a multiple of its cash interest
expense over the last 12 months. This ratio was unchanged from the
prior year at 1.91:1.0.

            Masonite's $770MM Sr. Sub. Notes Due 2015

The $770 million senior subordinated loan initially carried an
interest rate of LIBOR plus 6.00% and increased over time to a
maximum interest rate of 11% per annum, which was reached in the
second quarter of 2006. On October 6, 2006, the senior
subordinated loan was repaid in full by the automatic issuance of
a new debt obligation comprising a Senior Subordinated Term Loan.
After October 6, 2006, the majority of the lenders elected to
convert their holdings of the Senior Subordinated Term Loan to
Senior Subordinated Notes due 2015, which bear interest 11%, and
are subject to registration rights.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.


MASONITE INT'L: Bank Loan Sells at 57% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Masonite
International Inc. is a borrower traded in the secondary market at
42.33 cents-on-the-dollar during the week ended February 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.50
percentage points from the previous week, the Journal relates.
The loan matures April 16, 2013.  Masonite pays 200 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Caa3 rating and Standard & Poor's CC rating.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

As reported by the Troubled Company Reporter, Masonite entered
into a further extension, to February 9, 2009, of its forbearance
agreements with its bank lenders and with holders of a majority of
the senior subordinated notes due 2015 issued by two of the
Company's subsidiaries.


MICHAELS STORES: Bank Loan Sells at 42% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 58.19 cents-
on-the-dollar during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.53 percentage points
from the previous week, the Journal relates.  The loan matures
October 31, 2013.  Michaels Stores pays 225 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's B rating.

Participations in a syndicated loan under which fellow retailer
Neiman Marcus Group Inc. is a borrower traded in the secondary
market at 66.86 cents-on-the-dollar.  This represents a drop of
1.32 percentage points from the previous week.  The loan matures
April 6, 2013.  Neiman Marcus pays 175 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's BB rating.

Syndicated loan of off-price apparel retailer Burlington Coat
Factory Warehouse Corp. sold for 37.42 cents-on-the-dollar in the
secondary market.  This represents a drop of 4.92 percentage
points from the previous week.  The loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.

Based in Irving, Texas, Michaels Stores, Inc. is North America's
largest specialty retailer of arts, crafts, framing, floral, wall
decor, and seasonal merchandise for the hobbyist and do-it-
yourself home decorator.  As of December 1, 2008, the Company owns
and operates 1,014 Michaels stores in 49 states and Canada, and
163 Aaron Brothers stores.


MIDWAY GAMES: Gets Delisted From New York Stock Exchange
--------------------------------------------------------
Leigh Alexand posted on Gamasutra that Midway Games Inc. has been
delisted from the New York Stock exchange, after the company's
share value dropped below acceptable trading levels following a
Chapter 11 bankruptcy filing.

According to Gamasutra, Midway Games fell below the minimum
average closing price of $1.00 per share over 30 consecutive
trading days, while its restructuring status no longer lets its
stock be backed by capital.  Gamasutra relates that Midway Games
was warned of imminent delisting in November 2008.

Gamasutra states that Midway Games' shares are still being traded
outside of the NYSE, changing hands at 11 cents each as of press
time.

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


MIDWAY GAMES: Organizational Meeting to Form Panel Today
--------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 23, 2009, at 10:00
a.m. in the bankruptcy cases of Midway Games Inc. and its
affiliates.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About Midway Games

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


NAILITE INT'L: Organizational Meeting to Form Panel Today
---------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 23, 2009, at 1:00
p.m. in the bankruptcy case of Nailite International, Inc.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                  About Nailite International

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

Nailite International filed for Chapter 11 on Feb. 13, 2009
(Bankr. D. Del., Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the Company
estimated assets and debts of $50 million to
$100 million.


NEIMAN MARCUS: Bank Loan Sells at 33% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 66.86
cents-on-the-dollar during the week ended February 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.32
percentage points from the previous week, the Journal relates.
The loan matures April 6, 2013.  Neiman Marcus pays 175 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which fellow retailer
Michaels Stores Inc. is a borrower traded in the secondary market
at 58.19 cents-on-the-dollar.  This represents a drop of 1.53
percentage points from the previous week.  The loan matures
October 31, 2013.  Michaels Stores pays 225 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's B rating.

Based in Dallas, Texas, Neiman Marcus, Inc. operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.  On the Net:
http://www.neimanmarcusgroup.com/


NEW RIVER: GEM VP to Sell 15 Bell Value Place Hotels on March 17
----------------------------------------------------------------
Mark Davis of the Kansas City Star reported Thursday that GEM VP
Lending, LLC, as secured creditor, will be selling 15 of developer
and banker Donald H. Bell Sr.'s Value Place hotels, including
three in the Kansas City area, at a sale scheduled for March 17,
2009, at 10:00 a.m. CST to be held at the offices of Reed Smith
LLP, 10 S. Wacker Drive, 40th Floor, in Chicago.

According to Mark Davis, Bell and his family own Olathe-based
Security Bank and had acquired the franchise from Wichita-based
Value Place LLC.

GEM VP Lending LLC said in a legal notice that the properties to
be sold comprise of the membership interests owned by Debtors New
River Holdings LLC, New River Holdings II LLC, SunRidge Holdings
LLC, SunRidge Holdings II LLC, Vineyard Holdings LLC, Martin
Properties LLC, and BlueWater Properties LLC, in the following
limited liability companies, all but one of which own and operate
an extended-stay hotel at the respective location indicated:

  -- SunRidge Raleigh-Durham TA1 LLC, a Nevada limited liability
     company, operating a facility in Garner, North Carolina;

  -- SunRidge Thomasville - Winston TA1 LLC, a Nevada limited
     liability company, operating a facility in Thomasville,
     North Carolina;

  -- New River Gastonia LLC, a Delaware limited liability
     company, operating a facility in Gastonia, North Carolina;

  -- Vineyard Cleveland 1 LLC, a Delaware limited liability
     company, operating a facility in Avon, Ohio;

  -- SunRidge Lebanon Llc, a Nevada limited liability company,
     operating a facility in Lebanon, Tennessee;

  -- SunRidge-Raleigh Apex LLC, a Delaware limited liability
     company, operating a facility in Apex, North Carolina;

  -- Marlin Properties Jackson TA1 Llc, a Nevada limited
     liability company, operating a facility in Jackson,
     Mississippi;

  -- Vineyard Killeen LLC, a Nevada limited liability company,
     operating a facilityin Killeen, Texas;

  -- New River Lenexa LLC, a Kansas limited liability company,
     operating a facility in Lenexa, Kansas;

  -- New River Mission LLC, a Kansas limited liability company,
     operating a facility in Mission, Kansas;

  -- Vineyard Omaha 2 LLC, a Nevada limited liability company,
     operating a facility in Council Bluffs, Iowa;

  -- New River Camp Springs LLC, a Delaware limited liability
     company, operating a facility in Camp Springs, Maryland;

  -- New River Liberty LLC, a Kansas limited liability company,
     operating a facility in Liberty, Missouri;

  -- Marlin Properties Baton Rouge TA2 LLC, a Nevada limited
     liability company, operating a facility in Baton Rouge,
     Louisiana;

  -- BlueWater Properties Baton Rouge TA3 LLC, a Nevada limited
     liability company, operating a facility in Baton Rouge,
     Lousiana; and

  -- SunRidge Charlotte Mallard Oaks LLC, a Nevada limited
     liability company, which owns the unimproved real estate for
     a facility to be built in Charlotte, North Carolina.

GEM VP Lending, LLC will sell the collateral pursuant to Sec.
9-610 of the Uniform Commercial Code.  There is no warranty
relating to title, possession, quiet enjoyment or the like in the
disposition of the collateral.

Inquiries should be directed to:

     Jeff Jacobson
     jjacobson@mjpartners.com or
     Marc A. Boorstein
     mboorsten@jmpartners.com
     MJ Partners Real Estate Services
     150 S. Wacker Drive
     Chicago illinois 60606
     Tel: (312) 726-5800


NORTEL NETWORKS: Radware Will Acquire Delivery Business
-------------------------------------------------------
Radware has signed an asset purchase agreement with Nortel
Networks Corp. to purchase certain assets related to Nortel's
Layer 4-7 Application Delivery Business.  Nortel added the
application switch product line in October 2000 by way of its
corporate acquisition of Alteon WebSystems, Inc.

"We believe acquiring Nortel's Application Delivery Business is a
strategic move that will directly benefit Radware and Nortel's
[Alteon] customers.  Our ultimate goal is to provide them with a
stronger, integrated product backed by world-class support and a
globally-focused organization," stated Roy Zisapel, CEO, Radware.
"We are committed to making this transaction seamless for existing
Nortel [Alteon] customers and intend to take the necessary steps
to ensure zero disruption to their business when the transfer
occurs."

As part of the intended acquisition, Radware would take on
Nortel's application delivery products, offering them under a
merged brand, Radware Alteon.  From the onset, Radware plans to
significantly invest in service and support for the existing
Nortel [Alteon] customer base as well as augment its current
global support infrastructure with all of the necessary resources
to guarantee world-class support for these customers.

Radware will reinforce its commitment to all existing Nortel
[Alteon] customers by offering a 5-year support product plan, thus
securing the investment of these customers in Nortel [Alteon]
technology.  Radware also intends to invest in these products by
continuing to sell them and invest in their development --
leveraging mutual strengths of both Radware and Nortel [Alteon]
technologies and experience -- to provide customers with the next
generation of more reliable, high-performance and feature-rich
solutions.

"This move is a positive one for both companies and their
respective customers and partners," offered Lucinda Borovick,
Research Vice President, Datacenter Networks, IDC.  "It will
provide a stable path forward for existing Nortel application
delivery customers with an established industry provider that
specializes in this space and will continue to invest in the
advancement of the product line."

The assets to be acquired under the agreement include Nortel's
Layer 4-7 application delivery products, intellectual property,
certain tangible assets and inventory and certain service
contracts.  Radware also plans to take on certain employees who
will be integrated into the Radware team with a specific focus on
products under the Radware Alteon brand.

Nortel has filed the asset purchase agreement with the United
States Bankruptcy Court for the District of Delaware along with a
motion seeking the establishment of bidding procedures for an
auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code.  A similar motion for the approval of the bidding
procedures has been scheduled with the Ontario Superior Court of
Justice.  Consummation of the transaction is subject to higher or
otherwise better offers, approval by the United States Bankruptcy
Court for the District of Delaware, and the Ontario Superior Court
of Justice and the satisfaction of other conditions.

                          About Radware

Radware Ltd. -- http://www.radware.com -- develops, manufactures
and markets application delivery and network security (business-
smart networking) solutions that provide end-to-end availability,
performance and security of mission critical networked
applications.  Radware operate in two market segments: Application
Delivery and Network Security.  The Company's Application Delivery
and Network Security solutions enable customers to manage their
network infrastructure, bypass systems failures, scale their
application performance, and secure their Internet protocol (IP)
traffic.  April 2007, Radware acquired Covelight Systems, Inc, a
United States based company, which provides Web channel
intelligence technology.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.


PLIANT CORP: Organizational Meeting to Form Panel on Tuesday
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 24, 2009, at 1:00
p.m. in the bankruptcy cases of Pliant Corporation and its
affiliates.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.

The Debtor and 10 of its affiliates filed for chapter 11
protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel. As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
As of September 30, 2008, the Debtors had $688,611,000 in total
assets and $1,032,631,000 in total debts.


PHOENIX COMPANIES: Moody's Downgrades Senior Debt Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
Phoenix Companies, Inc., to Ba1 from Baa3, and the insurance
financial strength rating of the company's life insurance
subsidiaries, lead by Phoenix Life Insurance Company, to Baa1 from
A3.  All the ratings remain on review for possible further
downgrade.

Moody's said the rating downgrade and continuing review are based
upon expectations of: (1) diminished profitability in the
company's core life and annuity business; (2) weakening financial
flexibility at the holding company; (3) continuing and increasing
pressures on capital adequacy at the lead life insurer; (4)
growing realized and unrealized investment portfolio losses given
the intensifying impact of the recession, along with upward
revisions in expected losses in various asset classes; and (5)
uncertainty regarding Phoenix's 2008 reported results.
Additionally, current capital market conditions make it very
challenging for the company to access additional capital on
economic terms, which has led the company to use capital
alternatives such as reinsurance arrangements -- which reduce the
company's future earnings capacity -- to stabilize the company's
statutory capital position.

Based on the composition of its investment portfolio, Phoenix is
likely to experience near term higher levels of economic losses on
its real-estate and structured securities, including RMBS (jumbo-
Prime, Alt-A and subprime securities) and CMBS investments given
the rating agency's revised losses for these asset classes, as
well as rising corporate default rates as a result of the
recession.  In addition, ongoing rating migration in the
investment portfolio will increase required regulatory capital,
further depressing the NAIC RBC of the operating companies.

Addressing the company's financial flexibility, Arthur Fliegelman,
Moody's Vice President & Senior Credit Officer, said, "Phoenix's
modest size and small capital base in absolute size constrain its
ready access to new capital in this period of broad market
disruption."  Furthermore, although the holding company does not
have any near term debt maturities, the operating company's
constrained regulatory income, which limits its dividend capacity,
combined with pressure on capital adequacy will likely limit the
funds that can be upstreamed to the holding company to meet annual
fixed charges.  As of September 30, 2008, Phoenix maintained cash
at the holding company in an amount roughly equal to one year of
fixed charges and expenses.

Somewhat offsetting these negatives, the rating agency said, are
Phoenix's strong position in the provision of life insurance to
affluent individuals and businesses, its large block of stable,
participating life insurance, and its wide distribution
relationships, including Phoenix's position as the sole external
life insurance and annuity provider to the clients of a large U.S.
property and casualty insurer.

Phoenix recently announced a delay in the release of fourth
quarter and 2008 earnings, which had been scheduled for release on
February 10, 2009.  Phoenix stated that the reason for the delay
was to allow more time to complete the analysis of its investment
portfolio and resolve accounting treatment related to its asset
management spin-off, which was completed in December 2008.
Moody's noted that the rating review will focus on: (1) investment
losses recognized in 2008 and expectations for 2009; (2) impact of
the weak environment on core earnings; and (3) capital adequacy at
the life company in light of investment losses and future
profitability. In addition, the review will examine the impact of
these factors on the financial flexibility at the holding company.
These ratings have been downgraded and remain on review for
further downgrade:

  * Phoenix Companies, Inc. -- senior unsecured debt rating to
    Ba1 from Baa3;

  * Phoenix Life Insurance Company -- insurance financial
    strength to Baa1 from A3, surplus notes to Baa3 from Baa2;

  * PHL Variable Insurance Company -- insurance financial
    strength to Baa1 from A3.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of September 30, 2008, Phoenix reported total
assets of about $28 billion and shareholder's equity of
approximately $1.5 billion.

The last rating action on Phoenix occurred on December 9, 2008,
when Moody's placed Phoenix's ratings on review for possible
downgrade.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually pay senior
policyholder claims and obligations.


QIMONDA NA: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Qimonda Richmond, LLC
        6000 Technology Boulevard
        Sandston, VA 23150

Bankruptcy Case No.: 09-10589

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Qimonda North America Corp.                        09-10590

Type of Business: The Debtors make semiconductor products.

Chapter 11 Petition Date: February 20, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Simpson Thacher & Bartlett LLP

Co-Counsel: Mark D. Collins, Esq.
            collins@RLF.com
            Michael Joseph Merchant, Esq.
            merchant@rlf.com
            Richards Layton & Finger PA
            One Rodney Square
            P.O. Box 551
            Wilmington, DE 19899
            Tel: (302) 651-7700
            Fax: (302) 651-7701

Restructuring Managers: Alvarez & Marsal

Claims Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Applied Materials              Trade             $9,916,367
3050 Bowers Avenue
Santa Clara, CA 95054
Tel: (800)-468-8888 x 3
Fax: (866) 265-9330

Sumco USA Corp.                Trade             $6,483,955
5700 Granite Parkway Suite 445
Plano, TX 75024
Tel: (972) 987-1988
Fax: (972) 987-1999

TokyoElectron Limited          Trade             $5,926,621
3-1 Akasaka 5-Chome, Minato-Ku
Tokyo-to, JAPAN
Tel: 81-3-5561-7000
Fax: 81-3-5561-7400

Siltronic                      Trade             $4,024,0950
4010 Moorpark Avenue
San Jose, CA 95117
Tel: (408) 296-7887
Fax: (408) 554-9728

MemcElectronic                 Trade            $3,025,412
Materials, Inc,
501 Pearl Drive
PO Box 8 S1.
Peters, MO 63376
Tel: (636-474~5559
Fax: 636474-5190

JSR Microelectronics           Trade            $2,847,237
1280 N Mathilda Ave.
Sunnyvale, CA 94089
Tel: (919) 479-6981
Fax: (408) 543-8999


Tokyo Electron America         Trade            $2,259,178
2400 Grove Blvd.
Austin, TX 78741
Tel: (800) 865-9650
Fax: (800) 832-1528

Air Products & Chemicals       Trade            $2,085,243
Inc.
2005 Reservoir Rd
Baltimore, MD 21219
Tel: (410) 477-2882
Fax: (410) 477-1285

West Coast Quartz Corp.        Trade            $1,821,596
1000 Corporate Way
Freemont, CA 94539
Tel: (510) 249-2160 x 127
Fax: (510) 6514617

Fujifilm                       Trade            $1,432,934
80 Circuit Drive
North Kensington, RJ 02852
Tel: (401-431-2484
Fax: 401-431-0071

ASML, ASM Lithography          Trade            $1,380,434
8555 S. River Parkway
Tempe, AZ85284
Tel: (804) 652-2380
Fax: (804) 6524782

Rohm & Haas Electronic         Trade            $1,350,084
Materials
451 Bellevue Rd.
Newark, DE 19713
Tel: (800) 404-8775 x 2908
Fax: (302) 451-6700

Cityof Richmond                Trade            $1,261,348
600E. BroadStreet Room 711
Richmond, VA 23219
Tel: (804) 780-5279
Fax: (804) 780-4477

Clariant Corp.                 Trade            $1,035,525
Electronic Materials
l AZ 70 MeisterAvenue
Somerville, NJ08876
Tel: (843) 667-1251
Fax: (843) 667-1251

Lam Research                   Trade            $896,750
135S Lasalle S1. Dept 35
Chicago, IL 60674
Tel: (888) 526-7727
Fax: (510) 572-1093

Honeywell Electronic           Trade            $797,940
Chemicals LLC
6760W Chicago St.
Chandler, AZ 85226
Tel: (800) 279-9998
Fax: (973) 455-6154

Ebara Technologies Inc.        Trade            $710,627
51 Main Ave.
Sacramento, CA 95838
Tel: (703) 392-4286
Fax: (916) 830-1900

Komatsu Silicon America  LLC   Trade            $686,037
1915 NW Amberglen Pkwy
Suite 200
Beaverton, OR 97007
Tel: (717) 241-2425
Fax: (503) 844-3367

Varian Semiconductor           Trade            $679,161
35 Dory Road
Gloucester, MA 09120
Tel: (800) 344-1111
Fax: (978) 463-5501

Chewning & Wilmer, Inc.        Trade            $626,456
2508 Mechanicsville Trnpk.
Richmond, VA  23223
Tel: (804) 231-7373
Fax: (804) 231-1330

Cymer Inc                      Trade            $590,189
17075 Thornmint Ct.
San Diego, CA 92127
Tel: (858) 385-6450
Fax: (858) 385-7043

Creftcorps                     Trade            $579,278
217 W. Williamsburg Road
Sandston, VA 23150
Tel: (804) 737-9296
Fax: (804) 737-9297

Columbia Valve & Fitting       Trade           $549,942
Inc.
7125 Thomas Edison Dr.
Ste. 225
Columbia, MD 21046-2208
Tel: (410) 290-1348
Fax: (410) 290-1114

Murata Automated Systems       Trade           $530,267
Systems

Data2Logistics                 Trade           $511,667

AtmiMaterials Ltd.             Trade           $507,937
formerly ADCS

TosohSET                       Trade           $475,806

Brewer Science Inc.            Trade           $448,122

Heraeus Quartztech, Inc.       Trade           $437,980

Moses Lake Industries          Trade           $417,618

The petition was signed by Miriam Martinez, president and chief
financial officer.


QIMONDA AG: U.S. Unit Fails to Complete Severance Payments
----------------------------------------------------------
Emily C. Dooley at Richmond Times-Dispatch reports that Qimonda
North America, a unit of Germany's Qimonda AG, is unlikely to make
future severance payments to laid-off employees.

The report relates in an e-mail statement sent Wednesday, Qimonda
North America President and Chief Financial Officer Miriam
Martinez said the company was not able to meet payroll and make
severance payments while still saving its cash.  Ms. Martinez
confirmed in the e-mail that a "number of former employees" did
not get their Feb. 13 severance checks as expected, the report
discloses.

The report however notes it is unclear how many people have not
received their promised severance payments.

According to the report, the severance payments affect employees
who were told in October that Qimonda would idle its 200-
millimeter wafer manufacturing plant by March.  The report
discloses only employees of 200 mm plant were offered
severance.

The report states former employees will have to file a lawsuit in
state court to recover the money owed to them.  Citing David D.
Schein, president and general counsel for Claremont Management
Group Inc., a human-resources consulting firm in Midlothian, the
report says the lawsuit could prompt Qimonda North America and
Qimonda Richmond into filing for bankruptcy.

"If a business is not in bankruptcy, it has to pay whatever it's
agreed to pay," the report quoted David D. Schein, president and
general counsel for Claremont Management Group Inc., a human-
resources consulting firm in Midlothian, as saying.  "I'm going to
be very surprised if Qimonda does not file for bankruptcy in the
United Sates in the next few weeks."

As reported in the Troubled Company Reporter, Qimonda AG filed an
application with the local court in Munich, Germany, on
January 23, 2009, to open insolvency proceedings.  Their goal is
to reorganize the companies as part of the ongoing restructuring
program.

According to Bloomberg News, Qimonda filed for insolvency after a
plan announced in December for a loan of EUR325 million
(US$418 million) from the German state of Saxony, Infineon
Technologies AG, Europe's second-largest maker of semiconductors,
and an unidentified Portuguese bank wasn't completed in time.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.


READER'S DIGEST: S&P Junks Corporate Credit Rating From 'B-'
------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
issue-level ratings on The Reader's Digest Association Inc.  The
corporate credit rating was lowered to 'CCC' from 'B-', and the
rating outlook is negative.

"The downgrade is based on the company's narrowing margin of
compliance with its financial covenant and wide discretionary cash
flow deficits," said Standard & Poor's credit analyst Tulip Lim.

The 'CCC' rating reflects Reader's Digest Assn.'s very high
leverage, thinning margin of compliance with its financial
covenant, and limited liquidity.  It also reflects S&P's concerns
regarding management's ability to stem business declines,
successfully achieve cost savings to offset revenue declines, and
generate positive discretionary cash flow.  The company's market
positions in the highly competitive publishing and direct
marketing businesses -- both facing weak fundamentals -- minimally
offset these factors.

Revenues for the quarter ended Dec. 31, 2008 declined 8.7% year
over year, and S&P estimate that EBITDA (as calculated per the
covenant, but excluding pro forma cost savings that management
expects to realize) declined approximately 15%.  Although Reader's
Digest Assn. announced a restructuring plan in late January, which
includes an 8% reduction in headcount, the company has been
undergoing meaningful restructuring since its LBO in 2007.  S&P is
concerned that cost-reduction measures may strain operations or be
insufficient to offset top-line pressures resulting from the
recession.  Pro forma debt to EBITDA (including cost savings and
adding back restructuring charges) rose to more than 8x from 7.2x
at the time of the 2007 LBO.  The company has incurred wide
discretionary cash flow deficits since the 2007 LBO, and S&P
expects discretionary cash flow to remain meaningfully negative
for at least the near term.


SAAB AB: Saab Obtains Creditor Protection in Sweden
---------------------------------------------------
Saab Automobile filed for protection from creditors after parent
General Motors Corp. said it will cut ties with the Swedish
carmaker following two decades of losses, Bloomberg News reported.

Saab Chief Executive Officer Jan Aake Jonsson said in a statement
that the Trollhaettan, Sweden-based Company filed for
reorganization with a Swedish district court to separate itself
from GM and bring resources back to Sweden.

The reorganization, slated to take three months, will place Saab
under court supervision, with the aim of creating a "fully
independent" business entity, the report said.

According to Benedikt Kammel of Bloomberg, the Swedish district
court has approved Saab's request for reorganization, putting the
Swedish carmaker under protection from creditors and under Swedish
supervision for the first time since General Motors bought the
carmaker two decades ago.

GM Europe, Bloomberg relates, said in an e-emailed statement that
Saab will promptly set up "a viable mechanism for the timely
payment of suppliers' claims toward Saab".

The Associated Press reported February 13 that Saab AB turned to a
fourth-quarter loss, mainly hurt by charges taken for project
delays, and warned it may have to cut more jobs going forward.
Saab reported a loss of 724 million kronor ($86 million), compared
with a previous profit of around 1 billion kronor in the same
quarter last year.  The shortfall, according to the report, was
mainly attributed to provisions and write-downs of just over 1.5
billion kronor to account for delays in major projects.

Andreas Cremer and Chris Reiter of Bloomberg said that General
Motors' decision to push its Saab unit into bankruptcy protection
puts pressure on Germany, the U.K. and Spain to come up with
funding that the U.S. company says is needed to save the rest of
its European business.  Germany-based unit Opel needs a rescue
package that may exceed EUR3.3 billion ($4.23
billion), said its supervisory-board member Armin Schild.  GM's
Opel may be next `domino' after Saab, absent a rescue plan,
Bloomberg said.

                           About SAAB AB

Saab AB is a Sweden-based technology company active within the
defense, aviation and space industries. It operates through three
principal segments. Defense and Security Solutions develops and
manufactures command, control and communication systems. Systems
and Products produces and sells systems, products and components
for defense, aviation, space and civil security internationally.
Aeronautics comprises both military and civilian aeronautics
operations, including the Gripen program, which uses technology to
perform air-to-air and air-to-surface operational missions. The
Company consists of such business units as Saab Aerotech, Saab
Communication, Saab Grintek, Saab Systems, Combitech, Saab
Surveillance Systems, Saab Avitronics, Saab Barracuda, Saab Bofors
Dynamics, Saab Space, Saab Training Systems, Saab Microwave
Systems, Saab Underwater Systems, Saab Aerosystems, Saab
Aerostructures, Saab Aircraft Leasing and Gripen International.
Saab AB is headquartered in Stockholm, Sweden.

                        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.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

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

                          *     *     *

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

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

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

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


SCO GROUP: Novell Objects Firm's Reorganization Plan
----------------------------------------------------
Jeff Feinman at SD Times reports that Novell has filed an
objection to The SCO Group Inc.'s Chapter 11 bankruptcy
reorganization plan.

SD Times states that SCO filed the Plan in January 2009.
According to the report, SCO's plan would involve a public auction
of the firm's assets, particularly its OpenServer Unix product
line and its mobile business division.  The report says that the
UnixWare business and the debt owed to Novell would remain with
SCO.

According to SD Times, A Novell spokesperson said that Novell's
objection is rooted in what the firm considers an inadequacy of
SCO's disclosure statement.  SD Times states that SCO's vice
president and general counsel Ryan Tibbetts said that he wasn't
surprised that Novell filed an objection, claiming that "Novell
has made no secret that their plan is to try and block us every
step of the way."

An objection may not be considered in the early stages of a
bankruptcy hearing, SD Times says, citing Robert L. Eisenbach, a
partner with Cooley Godward Kronish Bankruptcy and Restructuring
law firm.  "The urgency of reorganizing a debtor's business or
liquidating its assets means that the claims objection process is
typically left until near the end of the bankruptcy case, often
after a plan of reorganization has been confirmed in a Chapter 11
case.  Often, months or even years may go by before you hear
anything further about your claim from the debtor, bankruptcy
trustee or any other party," SD Times quoted Mr. Eisenbach as
saying.

The bankruptcy court's decision on the plan would come in two or
three months, SD Times reports, citing Mr. Tibbetts.

                        About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.


SCOTTISH ANNUITY: S&P Changes Counterparty Credit Rating to 'SD'
----------------------------------------------------------------
In the original version of this article, which was published on
Jan. 30, 2009, Standard & Poor's inadvertently made the financial
strength rating on Scottish Annuity & Life Insurance Co. (Cayman)
Ltd. incorrect.  Scottish Annuity & Life Insurance Co. (Cayman)
Ltd. has a 'CC' financial strength rating with a negative outlook.

Standard & Poor's Ratings Services said that on Jan. 30, 2009, it
revised its counterparty credit rating on Scottish Annuity & Life
Insurance Co. (Cayman) Ltd. to 'SD' from 'CC'.  While S&P's
counterparty credit rating on SALIC is 'SD', S&P's financial
strength rating on SALIC is 'CC' because presently, the lowest
financial strength rating for a company not under regulatory
supervision owing to its financial condition is 'CC'.

Standard & Poor's also said that it revised its rating on the $100
million of Premium Asset Trust Certificates due March 12, 2009,
for which SALIC is the GIC provider, to 'D' from 'CC'.

The counterparty credit rating on SALIC reflects S&P's belief that
it has selectively defaulted on its $100 million of Premium Asset
Trust Certificates.


SHENANDOAH LIFE: A.M. Best Cuts FRS to 'E' on Receivership
----------------------------------------------------------
A.M. Best Co. downgraded on February 12, 2009, the financial
strength rating to E (Under Supervision) from B++ (Good) and
issuer credit rating to "rs" from "bbb" of Shenandoah Life
Insurance Company (Shenandoah Life) (Roanoke, VA).

These ratings were placed under review on November 19, 2008 with
developing implications following the announcement of Shenandoah
Life's proposed merger with OneAmerica Financial Partners, Inc.
(OneAmerica) (Indianapolis, IN).

On February 11, 2009, OneAmerica notified Shenandoah Life that it
had terminated the letter of intent concerning the proposed
merger.

On February 12, 2009, the State Corporation Commission of Virginia
announced it had been named receiver for Shenandoah Life by the
Circuit Court of the City of Richmond.

Shenandoah Life had recorded a large reduction in statutory
capital in third quarter 2008 due to investment writedowns.
Shenandoah Life reported $78.3 million in statutory capital as of
September 30, 2008.


SILVER FALLS: Oregon Regulators Close Bank & FDIC Named Receiver
----------------------------------------------------------------
Silver Falls Bank, based in Silverton, Oregon, was closed on Fri.,
Feb. 20, 2009, by the Oregon Department of Consumer and Business
Services, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Citizens Bank, Corvallis, Oregon, to assume all of the deposits of
Silver Falls Bank.

The three branches of Silver Falls Bank will reopen on
February 23, 2009, as branches of Citizens Bank.  Depositors of
Silver Falls Bank will automatically become depositors of Citizens
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship to
retain their deposit insurance coverage.  Customers of both banks
should continue to use their existing branches until Citizens Bank
can fully integrate the deposit records of Silver Falls Bank.

As of February 9, 2009, Silver Falls Bank had total assets of
approximately $131.4 million and total deposits of
$116.3 million.  Citizens Bank did not pay a premium to acquire
the deposits of Silver Falls Bank.

In addition to acquiring all of the failed banks deposits,
including those from brokers, Citizens Bank agreed to purchase
approximately $13 million in assets comprised of cash, cash
equivalents, securities, overdraft loans, and deposit secured
loans.  The FDIC will retain any remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $50 million.  The Citizens Bank acquisition of all the
deposits of Silver Falls Bank was the "least costly" resolution
for the FDIC's Deposit Insurance Fund compared to alternatives.
Silver Falls Bank is the fourteenth bank to fail in the nation
this year.  The last bank to fail in Oregon was Pinnacle Bank,
Beaverton, on Feb. 13, 2009.


SIRIUS SATELLITE: Moody's Upgrades Default Rating to 'Caa3'
-----------------------------------------------------------
Moody's Investors Service upgraded Sirius Satellite Radio Inc.'s
probability of default rating to Caa3 from Ca and revised Sirius'
ratings outlook to positive from negative in response to the
company's February 17, 2009 announcement that it and Liberty Media
Corporation have entered into agreements pursuant to which Liberty
will invest an aggregate of $530 million in the form of loans to
Sirius and its subsidiaries in exchange for, among other things,
an equity interest in Sirius.  At this juncture, notwithstanding
Moody's view that the probability of default has declined, Sirius'
corporate family rating, which indicates expected loss, remains
unchanged at Ca.  Similarly, Sirius' speculative grade liquidity
rating remains unchanged at SGL-4 (indicating poor liquidity).
With these parameters, application of Moody's loss given default
methodology resulted in ratings and LGD assessments for individual
instruments as shown below in the ratings listing.

Phase 1 of the Liberty transaction saw Sirius draw $250 million of
a $280 million secured loan facility extended by Liberty.  Phase 2
of the Liberty agreement has been agreed-to but is subject to a
number of pre-conditions whose resolution is uncertain.  It is
presumed that the second phase will only be implemented as part of
a comprehensive solution that will eliminate refinance risk for
the balance of 2009.  Until the full scope of the second phase is
understood and implemented, 2009 refinance uncertainty remains.
However, the demonstration that a third party with adequate
financial resources is prepared to invest sizeable sums to
refinance a portion of debt maturing in 2009 indicates there is
the potential of a comprehensive solution being forged.  While
considerable uncertainty remains, the situation has improved,
thereby causing the PDR upgrade and more favorable ratings
outlook.

In a separate rating action, Moody's also responded to Sirius'
February 13, 2009 announcement that its wholly-owned subsidiary,
XM Satellite Radio Holdings Inc., had exchanged approximately
$172.5 million of its $400.0 million outstanding 10% Convertible
Senior Notes due December 2009 for a like amount of newly issued
Senior Secured 10% PIK Notes due 2011 by characterizing the
transaction -- for ratings' purposes -- as a "distressed
exchange."  Accordingly, the company's probability of default
rating was repositioned to Caa3/LD, with the "LD" suffix signaling
the limited default that has been deemed to have taken place. The
PDR will be repositioned to Caa3 after three business days.

Ratings actions and loss given default assessment adjustments:

Issuer: Sirius XM Radio Inc.

  -- Senior Secured Bank Credit Facility, unchanged at Caa1 with
     the LGD assessment revised to LGD2, 28% from LGD2, 19%

  -- Senior Unsecured Regular Bond/Debenture, unchanged at Ca
     with the LGD assessment revised to LGD5, 72% from LGD4, 61%

Issuer: XM Satellite Radio Holdings Inc.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, upgraded to Ca
     (LGD6, 93%) from C (LGD5, 89%)

Issuer: XM Satellite Radio Inc.

  -- Senior Secured Bank Credit Facility, unchanged at Caa1 with
     the LGD assessment revised to LGD2, 28% from LGD2, 19%

  -- Senior Unsecured Regular Bond/Debenture, unchanged at Ca
     with the LGD assessment revised to LGD5, 72% from LGD4, 61%

Upgrades:

Issuer: Sirius XM Radio Inc.

  -- Probability of Default Rating, Upgraded to Caa3/LD from Ca

Outlook Actions:

Issuer: Sirius XM Radio Inc.

  -- Outlook, Changed To Positive From Negative

Issuer: XM Satellite Radio Holdings Inc.

  -- Outlook, Changed To Positive From Negative

Moody's most recent rating actions concerning Sirius was taken on
December 23, 2008, at which time, among other things, Sirius' CFR
and PDR were downgraded to Ca from Caa1.

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

Headquartered in New York, New York, Sirius XM Radio Inc. is a
publicly traded satellite radio broadcaster whose common shares
are listed on NASDAQ.


SKYWARD MOBILE: Files for Chapter 7 Liquidation
-----------------------------------------------
Jesse Noyes at Boston Business Journal reports that Skyward Mobile
Inc. has filed for Chapter 7 liquidation in the U.S. Bankruptcy
Court for the District of Massachusetts.

Boston Business relates that MobiTV sued its former chief
technology officer Jeremy De Bonet after he founded Skyward
Mobile, where he is CEO.  According to Boston Business, MobiTV
accused Mr. De Bnoet of illegally taking trade secrets with him
when he resigned from the company in 2006.  The report says that
the lawsuit was settled in July 2008 for undisclosed terms.

Court documents say that Skyward Mobile's obligations include
$400,000 to MobiTV for a settlement claim.  Skyward Mobile listed
$6,593 in assets and $3.6 million in liabilities, according to
court documents.  Boston Business relates that the bankruptcy
claims include unpaid salary for top Skyward Mobile executives:

     -- Mr. De Bonet was owed $583,000;

     -- Misha Bolotski, Vice President of Engineering, was owed
        $337,000; and

     -- Chief Technology Officer Michael Wessler was owed
        $510,000.

Boston Business reports that Skyward Mobile's other significant
obligations are:

     -- $192,000 to the law firm Cooley Godward Kronish of
        Boston;

     -- $188,000 to the law firm Wolf Greenfield of Boston;

     -- $88,000 to MRIS Trust of Berkeley, California;

     -- $165,000 for a promissory note to the Human Capital
        Investment Club, which lists the same address as
        Bolotski; and

     -- $109,000 for a promissory note to De Bonet.

According to Boston Business, there are additional listings for
$100,000 in promissory notes for six individuals in Massachusetts
and in West Coast.

Jesse Redlener of Andover, Massachusetts, assists Skyward Mobile
in its liquidation case, Boston Business notes.

Wakefield, Massachusetts-based Skyward Mobile Inc. was run by a
team with top technology pedigrees.  The company had 20 employees
as of 16 months ago and built applications ranging from crossword
puzzles to mobile Bibles for use on cell phones.


SMITTY'S BUILDING: Files Schedules of Assets and Debts
------------------------------------------------------
Smitty's Building Supply, Inc., and its affiliates delivered to
the U.S. Bankruptcy Court for the Eastern District of Virginia
their schedules of assets and liabilities and statements of
financial affairs, disclosing:

                                       Total       Total
                                       Assets      Liabilities
                                       ------      -----------
Smitty's Building Supply, Inc.      $21,162,509    $30,656,664
Windowsmith, Inc.                      $230,581     $6,153,800
SBS Window Division Corp.              $292,001     $6,745,729
SBS Acquisition Corp.                         -     $6,661,827

The Debtors originally sought a March 6 deadline to file their
schedules and statements.  The Court moved the deadline to
February 19.

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.  The
U.S. Trustee has appointed an official committee of unsecured
creditors in the case.  When the company filed for protection from
their creditors, they listed assets and debts between
$10 million and $50 million in their filing.

The U.S. Trustee for Region 4 will convene a meeting of the
Debtors' creditors pursuant to Section 341(a) on February 25,
2009.


SPRINT NEXTEL: Fitch Downgrades Issuer Default Rating to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings for Sprint Nextel
Corporation and its subsidiaries:

Sprint Nextel Corporation

  -- Issuer Default Rating to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB' from 'BB+';

Sprint Capital Corporation

  -- IDR to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB' from 'BB+';

Nextel Communications Inc. (Nextel)

  -- IDR to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB' from 'BB+'.

The Rating Outlook on Sprint Nextel and its subsidiaries is
Negative.  Approximately $19.8 billion of outstanding debt is
affected by Fitch's action.

Fitch withdraws the short-term debt ratings at Sprint Nextel.
Fitch also withdraws all ratings at US Unwired Inc and Alamosa
subsequent to the repayment of outstanding debt during 2008.

These ratings will be withdrawn:

Sprint Nextel

  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

US Unwired Inc (US Unwired)

  -- IDR at 'BB+'.

Alamosa Delaware Inc. (Alamosa)

  -- IDR at 'BB+'.

Sprint Nextel's downgrade is reflective of the significant
continued revenue declines primarily due to the high subscriber
losses as well as the limited visibility over the timing and the
extent of how overall operating trends might improve during 2009.

In particular, the iDEN operations have continued a sharp
deterioration of its operating metrics.  Fitch believes Sprint
Nextel will continue to experience challenges with stabilizing the
iDEN operating results going forward given its niche appeal, the
weak business economy and subscriber migration.  While Sprint
Nextel believes past customer experience issues with customer
care, network quality and retail distribution have been largely
resolved and are on-par with its peers, the company's competitive
position also remains weak due to lagging perception issues, brand
challenges and past advertising spend levels.  The positive
momentum experienced by its financially stronger competitors,
Verizon Wireless and AT&T Wireless, and the general economic
downturn creates a significant headwind for Sprint Nextel to
increase its share of gross additions in order to stabilize its
subscriber base.  In addition, churn while modestly improved
during the past two quarters, remains too high and a significant
barrier to sustainable net subscriber growth.  Fitch also believes
that a prolonged and deeper economic recession could have a more
pronounced negative effect on Sprint Nextel's subscriber base.

As an offset to the above operating concerns, Sprint Nextel's
liquidity position is a current strength of the company given its
cash position, free cash flow and availability under its credit
facility.  Cash at the end of the fourth quarter of 2008 was
$3.7 billion.  Management has stated a desire to keep significant
cash balances to ensure sufficient liquidity to repay upcoming
debt maturities, which are sizable.  Debt maturities during the
next three years include $600 million of debt due in May 2009,
$600 million of debt due in January 2010, $750 million of debt due
in June 2010, $1 billion credit facility debt due in December 2010
and $1.7 billion of debt in January 2011.

Sprint Nextel has a $4.5 billion senior unsecured revolving credit
facility maturing in 2010 with $2.1 billion letters of credit
outstanding.  During the fourth quarter 2008, Sprint Nextel
negotiated amendments to the credit facility thereby giving the
company greater flexibility.  Credit facility availability at the
end of the fourth quarter of 2008 was
$1.4 billion.  Despite the significant erosion in revenues, Fitch
expects the company will generate a material level of free cash
flow in 2009 due to a reduction in capital spending and the
rationalization of the cost structure, which provides more of a
net cash benefit in the latter part of the year.  However, if
Sprint Nextel fails to stabilize operating trends, free cash flow
prospects could become significantly constrained over time.  FCF
for 2008 was approximately $1.7 billion and leverage increased to
2.8 times compared to 2.1x at the end of 2007.

The Negative Outlook reflects Fitch's concern with the continued
limited visibility into whether the company's current turnaround
initiatives will stabilize operating trends during 2009. Sprint
Nextel also faces as an uncertain outcome relative to the
resolution of the iPCS litigation by January of 2010.  Failure to
show improvements in operational metrics during the first half of
2009 will likely result in a further ratings review to assess the
potential ratings impact.  In 2008, Sprint Nextel lost
approximately 4 million postpaid subscribers as gross additions
contracted in excess of 35%.  Fitch estimates that Sprint Nextel's
postpaid gross addition market share has reduced in share size to
approximately 12% from the low 20s in 2007.

In respect to the iDEN operations, the past erosion to all facets
of the iDEN business has caused significant degradation to its
cash flow generation.  While the company has reiterated its
support and commitment to the iDEN platform, Fitch expects the
company will continue to struggle with adding iDEN only postpaid
subscribers.  Consequently, Fitch remains concerned about the
longer-term economic viability of the iDEN business due to further
postpaid subscriber losses and whether Boost unlimited subscribers
will provide a tangible positive offset to the postpaid iDEN
losses.  Therefore, Fitch will continue to monitor the operational
prospects of the iDEN assets and the potential implications of
further subscriber erosion to assess the level of risk to Nextel
bondholders.


STANFORD INT'L BANK: Case May Take Receiver a Decade to Finish
--------------------------------------------------------------
The Honorable Reed O'Connor of the U.S. District Court for the
Northern District of Texas has appointed a receiver for
businessman Robert Allen Stanford's Antigua-based bank.

According to Bloomberg News, Ralph Janvey, a securities lawyer
with Krage & Janvey LLP in Dallas and a former assistant director
of securities for the U.S. Comptroller of the Currency in
Washington, was appointed receiver for Stanford International Bank
Limited.

Bloomberg News says based on court records, Mr. Janvey was given
broad authority to seize SIBL's computer records, demand for
documents, and summon witnesses.

As reported in the Troubled Company Reporter-Latin America, the
U.S. Securities and Exchange Commission, on Feb. 17, charged Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.  The SEC also charged
SIBL chief financial officer James Davis as well as Laura
Pendergest- Holt, chief investment officer of Stanford Financial
Group (SFG), in the enforcement action.

SIBL's case will take at least three years and could take Mr.
Janvey as long as a decade to finish repaying SIBL's victims as he
takes on the most difficult receivership job in history, experts
cited by Bloomberg News said.

SIBL's is one of the largest cases in complexity and sheer size
hence making it more difficult for a receiver to administer,
Michael Goldberg, a lawyer with Miami-based law firm Akerman
Senterfitt and is not involved with the Stanford litigation,
said as cited by Bloomberg News.

SBIL owner Mr. Stanford has been located in the Fredericksburg,
Va., area by the special agents of the Federal Bureau of
Investigation's Richmond Division, the SEC said in a Feb. 19
statement.

The agents served Mr. Stanford with court orders and documents
related to the SEC's civil filing against him and three of his
companies, the regulator said in the statement.

In addition to SIBL, Mr. Stanford owns Houston-based broker-dealer
and investment adviser Stanford Group Company (SGC), and
investment adviser Stanford Capital Management.

The case is Securities and Exchange Commission v. Stanford
International Bank Ltd., 3:09-cv-00298, U.S. District Court,
Northern District of Texas (Dallas).

                          About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


SMURFIT-STONE CONTAINER: Default Swaps at 7.87 Cents on Dollar
--------------------------------------------------------------
Auction administrators Creditex and Markit said that the auction
to determine the value of Smurfit-Stone Container Corp.'s credit
default swaps determined the contracts were valued at 7.87 cents
on the dollar, Reuters reports.

Reuters relates that the sellers of protection on Smurfit-Stone
Container's bonds will need to make payments of 92% of the
insurance they sold.

According to St. Louis Business Journal, payments were triggered
on the swaps after the firm's bankruptcy filing in January 2009.
St. Louis Business relates that Smurfit-Stone Container's stock
started trading on the Pink Sheets on February 4, 2009, after it
was delisted from Nasdaq.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STANFORD INT'L BANK: Justice Department Suspects Ponzi Scheme
-------------------------------------------------------------
U.S. prosecutors are conducting a probe on whether Robert Allen
Stanford and his group of companies including Stanford
International Bank Limited operated a Ponzi scheme that defrauded
investors around the globe, The Wall Street Journal reports citing
people familiar with the matter.

WSJ's sources said the U.S. Justice Department is investigating
Mr. Stanford believing his business operations may have been
largely a Ponzi scheme.

As reported yesterday in the Troubled Company Reporter-Latin
America, the U.S. Securities and Exchange Commission charged Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

Mr. Stanford's companies include Antiguan-based Stanford
International Bank Limited (SIBL), Houston-based broker-dealer and
investment adviser Stanford Group Company (SGC), and investment
adviser Stanford Capital Management.  The SEC also charged SIBL
chief financial officer James Davis as well as Laura Pendergest-
Holt, chief investment officer of Stanford Financial Group (SFG),
in the enforcement action.

Pursuant to the SEC's request for emergency relief for the benefit
of defrauded investors, U.S. District Judge Reed O'Connor entered
a temporary restraining order, froze the defendants' assets, and
appointed a receiver to marshal those assets, the regulator said
in a Feb. 17 statement.

"As we allege in our complaint, Stanford and the close circle of
family and friends with whom he runs his businesses perpetrated a
massive fraud based on false promises and fabricated historical
return data to prey on investors," said Linda Chatman Thomsen,
Director of the SEC's Division of Enforcement.  "We are moving
quickly and decisively in this enforcement action to stop this
fraudulent conduct and preserve assets for investors."

Rose Romero, Regional Director of the SEC's Fort Worth Regional
Office, added, "We are alleging a fraud of shocking magnitude that
has spread its tentacles throughout the world."

                      Mr. Stanford Found

In a Feb. 19 statement, the SEC said the special agents of the
Federal Bureau of Investigation's Richmond Division has located
and identified Stanford Financial Group chairman Allen Stanford in
the Fredericksburg, Va., area.

The agents served Mr. Stanford with court orders and documents
related to the SEC's civil filing against him and three of his
companies, the regulator said in the statement.

The orders and documents that the FBI served on Mr. Stanford were
the SEC's complaint, the memorandum of law filed with the
complaint, the court order freezing assets, and the court order
appointing a receiver.

The Honorable Reed O'Connor, U.S. District Court Judge for the
Northern District of Texas, granted the SEC's request for
emergency relief for investors, and issued the orders freezing
assets and appointing a receiver over Mr. Stanford and other
defendants.

                         SEC Complaint

The SEC's complaint, filed in federal court in Dallas, alleges
that acting through a network of SGC financial advisers, SIBL has
sold approximately US$8 billion of so-called "certificates of
deposit" to investors by promising improbable and unsubstantiated
high interest rates.  These rates were supposedly earned through
SIB's unique investment strategy, which purportedly allowed the
bank to achieve double-digit returns on its investments for the
past 15 years.

According to the SEC's complaint, the defendants have
misrepresented to CD purchasers that their deposits are safe,
falsely claiming that the bank re-invests client funds primarily
in "liquid" financial instruments (the portfolio); monitors the
portfolio through a team of 20-plus analysts; and is subject to
yearly audits by Antiguan regulators.  Recently, as the market
absorbed the news of Bernard Madoff's massive Ponzi scheme, SIBL
attempted to calm its own investors by falsely claiming the bank
has no "direct or indirect" exposure to the Madoff scheme.

According to the SEC's complaint, SIBL is operated by a close
circle of Mr. Stanford's family and friends.  SIBL's investment
committee, responsible for the management of the bank's multi-
billion dollar portfolio of assets, is comprised of Mr. Stanford;
Mr. Stanford's father who resides in Mexia, Texas; another Mexia
resident with business experience in cattle ranching and car
sales; Ms. Pendergest-Holt, who prior to joining SFG had no
financial services or securities industry experience; and Mr.
Davis, who was Stanford's college roommate.

The SEC's complaint also alleges an additional scheme relating to
US$1.2 billion in sales by SGC advisers of a proprietary mutual
fund wrap program, called Stanford Allocation Strategy (SAS), by
using materially false historical performance data.  According to
the complaint, the false data helped SGC grow the SAS program from
less than US$10 million in 2004 to more than US$1 billion,
generating fees for SGC (and ultimately Mr. Stanford) of
approximately US$25 million in 2007 and 2008.  The fraudulent SAS
performance was used to recruit registered investment advisers
with significant books of business, who were then heavily
incentivized to reallocate their clients' assets to SIB's CD
program.

The SEC's complaint charges violations of the anti-fraud
provisions of the Securities Act of 1933, the Securities Exchange
Act of 1934 and the Investment Advisers Act, and registration
provisions of the Investment Company Act.  In addition to
emergency and interim relief that has been obtained, the SEC seeks
a final judgment permanently enjoining the defendants from future
violations of the relevant provisions of the federal securities
laws and ordering them to pay financial penalties and disgorgement
of ill-gotten gains with prejudgment interest.

The Commission acknowledges the assistance and cooperation of the
Financial Industry Regulatory Authority (FINRA) in connection with
this matter.

The SEC's investigation is continuing.  FINRA independently
developed information through its examination and investigative
processes that contributed significantly to the filing of this
enforcement action.

                           About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


STEAKHOUSE PARTNERS: Court Approves Cash Collateral Stipulation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has approved the stipulation among Steakhouse Partners, Inc., its
debtor-affiliates, and T. Scott Avila, as creditor trustee of the
Class IV Creditor Trust, for the use of cash collateral.

As reported in the Troubled Company Reporter on Dec. 11, 2008, the
Debtors related that they have an immediate need for the use of
cash collateral of Class IV Creditor Trust for the maintenance and
continued operation of their company and liquidation of their
assets, specifically to pay employees and certain other creditors
(as well as a $50,000 carve out for the Debtors' professionals) in
order to close the sales of the remaining restaurants.

In papers filed with the Court, the Debtors stated that net
proceeds from the sale of their restaurants and personal property
assets and other anticipated cash proceeds from the sale of the
Debtors' other restaurants are the cash collateral of the Creditor
Trust.

Pursuant to the stipulation, Creditor Trust consented to the
Debtors' use of cash collateral for the payment of expenses, when
due, in accordance with a budget covering the period Oct. 27,
2008, to Dec. 10, 2008, and $50,000 for the payment of the $50,000
carve out for the Debtor's professional fees.

In lieu of adequate protection to the Creditor Trust's interest in
and consent to the use of cash collateral, the Debtors will
transfer to the Creditor Trust an amount equal to the total budget
plus the Professional Fee Carve Out.  All sums transferred to the
Creditor Trust shall be applied to the Creditor Trust's claim
against the Debtors' estates.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., and Julia W. Brand, Esq., at Liner Yankelevitz
Sunshine & Regenstreif LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $16,395,000
and consolidated debts of $26,010,000.


STEAKHOUSE PARTNERS: May Sell Glendale Restaurant to Joel LaSalle
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has approved the sale of Steakhouse Partners, Inc. and its debtor-
affiliates' restaurant located at 8172 W. Bell Road, in Glendale,
Arizona, including other assets necessary to the operation of the
restaurant, and the transfer of the restaurant's liquor license to
Joel LaSalle or his assignee for the purchase price of $192,897.

The Debtors shall deposit the proceeds of the sale after payment
of closing costs, except for the cure amount, in a segregated
Debtor-in-Possession account pending further order of the Court
regarding distribution of the proceeds of the sale.

As reported in the Troubled Company Reporter on Dec. 11, 2008, the
cure amount owing under the Glendale lease is $163,844.  This
includes rent and sales tax through Nov. 30, 2008, plus interest
and property taxes.

The purchaser will separately pay at closing rent in the amount of
$6,655 and sales tax of $185.75 which amount is included in the
cure amount.  The cure amount shall be paid at closing from the
proceeds of the sale at closing to the extent not paid prior to
the closing date.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., and Julia W. Brand, Esq., at Liner Yankelevitz
Sunshine & Regenstreif LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $16,395,000
and consolidated debts of $26,010,000.


STEVE MCKENZIE: Trustee to Oversee Debtor's Business Affairs
------------------------------------------------------------
Judy Frank at The Chattanoogan.com reports that the Hon. Thomas
Stinnett of the U.S. Bankruptcy Court for the Eastern District of
Tennessee has ruled that a trustee be appointed to oversee Steve
McKenzie's business affairs.

Citing Judge Stinnett, The Chattanoogan.com relates that Mr.
McKenzie has been hospitalized in intensive care since
February 9, 2009, and therefore cannot supervise his business
affairs.  Mr. McKenzie, says The Chattanoogan.com, owns 100% of 16
different businesses and at least 20%t of 48 more.

According to The Chattanoogan.com, Kyle Weems, the attorney for
Mr. McKenzie, presented in court a statement from the doctor
affirming that that Mr. McKenzie's absence in the court was
necessitated by unspecified health problems.  The doctor, the
report states, said that Mr. McKenzie's condition is improving and
that he should be able to appear in March.

Citing Judge Stinnett, The Chattanoogan.com relates said that none
of the required reports have been filed with Bankruptcy Court.
"Some of those reports are 45 days overdue....  There has been no
medical testimony.  The medical condition has not been disclosed .
. . Based on the situation and the testimony . . . there is basis
for appointing a trustee," the report quoted the judge as saying.

The TCR reported on Jan. 8, 2009, that Mr. McKenzie filed for a
Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern
District of Tennessee, listing over $151 million in liabilities
and $100 million to $150 million in assets.  Kyle Weems is
assisting Mr. McKenzie in his restructuring effort.


TALLYGENICOM LP: Ct. OKs Sale Procedures, Payment of Break-Up Fee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Feb. 19, 2009, (i) the Sale Procedures with respect to the
proposed sale of substantially all of the assets of TallyGenicom,
L.P., pursuant to the Asset Purchase Agreement with Printronix,
Inc., and (ii) the payment of a Break-Up Fee of $750,000 and an
Expense Reimbursement of up to $750,000 to Printronix in the event
that another entity other than Printronix submits the highest and
best offer during the Auction.

Dymas Funding Company, LLC, the Debtors' senior secured lender,
will not submit a credit bid at the Auction, so long as the Asset
Purchase Agreement remains unmodified and in full force and
effect.

The Bid Deadline upon which date and time all Qualifying Bids must
be submitted is Feb. 26, 2009, at noon (ET).

If a Qualifying Bid is received other than the APA, the Auction
shall take place on March 3, 2009, at 10:00 a.m. (ET) at the
offices of Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market
Street, in Wilmington, Delaware.

Pursuant to the terms of the sale procedures order, the Sale
Hearing shall be held before the Court on March 4, 2009, at 1:00
p.m. (ET).

Objections, if any, to the sale must (a) be in writing; (b) comply
with the Bankruptcy Rules and the Local Bankruptcy Rules; (c) be
filed with the Clerk of the Bankruptcy Court so as to be received
not later than Feb. 25, 2009, at 4:00 p.m. (ET); and (d) be served
upon the parties listed in the approved sale procedures order.

Pursuant to the approved sale procedures, Qualififing Bidders
shall deliver to the Seller a written and binding offer on or
before the Bid Deadline, that, among others:

-- is a bid for the purchased Assets in their entirety for a
    price not less than $37.8378 million with a cash portion of
    at least $1.5 million, and provides payment in cash in lieu
    of the face amount of the note payable to Dymas Funding
    Company, LLP, contemplated by the APA;

-- states that the bidder is prepared to enter into a legally
    binding purchase and sale agreement for the acquisition of
    the Purchased Assets on terms and conditions no less
    favorable to the Seller than the terms and conditions
    contained in the approved APA;

-- states that the bidder's offer is irrevocable until the
    closing of the purchase of the Purchased Assets if such
    bidder is the Succesful Bidder;

-- is accompanied by a cash deposit or cashier's check in the
    amount of $2.0 million as Good Faith Deposit, which the
    Seller will hold in a segregated account containing only
    deposits from bidders participating in the Auction; and

-- does not contain any due diligence or financing contingencies
    of any kind.

A full-text copy of the Sale Procedures order, dated Feb. 19,
2009, is available at:

http://bankrupt.com/misc/TallyGenicomLP,SaleProceduresOrder.pdf

A full-text copy of the Approved Sales Procedures is available at:
free at:

http://bankrupt.com/misc/TallyGenicomLP.ApprovedSaleProcedures.pdf

                        About TallyGenicom

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.  The company and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.

Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent
Printronix Inc., the stalking horse bidder.  Randall L. Klein,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $10 million to $50 million each.


TARRAGON CORP: Court Approves Procedures for Sale of Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
granted the request of Tarragon Corp., et. al., on a final basis,
to establish procedures for the sale of the Debtors and non-Debtor
affiliates' assets.

No proposed sale may be consummated pursuant to the Asset Sale
Procedures in the Purchase Price exceeds $30,000,000; provided,
however, that upon the prior written consent of the Official
Committee of Unsecured Creditors, a proposed sale with a purchase
price in excess of $30,000,000 may be consummated pursuant to the
Asset Sale Procedures.

Pursuant to the approved Asset Sale Procedures, the Debtors may
use the Asset Sale Procedures to sell assets that are encumbered
by liens only if the holders of those liens consent to the sale,
either expressly or implied, upon notice and an opportunity for a
hearing.  The Debtors are also permitted to sell assets co-owned
by a Debtor and a third party pursuant to the Asset Sale
Procedures only to the extent that such co-owner consents to the
sale, either expressly or by implied consent, upon notice and an
opportunity for a hearing.

The notice will include, among other things, a description of the
assets that are the subject of the proposed sale and their
locations, the identity of the non-debtor parties to the proposed
sale and any relationships between the parties and the Debtors,
the identities of any parties holding liens in the assets, and the
purchase price as well as any other material economic terms and
conditions of the proposed sale.

With respect to each sale notice, interested parties have until
5:00 p.m prevailing Eastern time on the 15h calendar day after the
date of service of the notice to object to the proposed sale.
Upon either the expiration of the Notice Period without the
receipt of any objections or the written consent of all interested
parties, the proposed sale, including the assumption and execution
of executory contracts and unexpired leases, are deemed final and
fully authorized by the Court.

Pursuant to Sec. 363(f) of the Bankruptcy Code, buyers will take
title to assets sold by the Debtors free and clear of liens, with
said liens to attach to the proceeds of the sale, provided that
all ad valorem and non ad valorem tax claims owed with respect to
the property sold pursuant to the sale procedures will be
satisfied directly from the proceeds of the closings.

A full-text copy of the Court's final Asset Sale Procedures Order,
dated Feb. 20, 2009, is available at:

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

                About Tarragon Corporation

New York-based Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtors as bankruptcy counsel.  Daniel A. Lowenthal,
Esq., at Patterson Belknap Webb & Tyler, LLP, is the proposed
counsel to the Official Committee of Unsecured Creditors.
Kurztman Carson Consultants LLC serves as notice and claims agent.
As of September 30, 2008, the Debtors had $840,688,000 in total
assets and $1,035,582,000 in total debts.


TROPICANA OPCO: Bank Loan Sells at Near 75% Discount
----------------------------------------------------
Participations in a syndicated loan under which Tropicana Opco is
a borrower traded in the secondary market at 25.67 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.46 percentage points from
the previous week, the Journal relates.  The loan matures on
January 3, 2012.  Tropicana Opco pays 250 basis points over LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank loan.  The bank debt is not rated by Standard & Poor's.

As reported by the Troubled Company Reporter on Feb. 3, 2009,
Tropicana Entertainment, LLC, said the lenders who funded its
acquisition of five casinos pre-bankruptcy are now undersecured
and will only receive up to 72.7% recovery for their
over $1.3 billion in claims.

Tropicana and its affiliated debtors have sought permission from
the U.S. Bankruptcy Court for the District of Delaware to halt
interest payments to the OpCo Lenders.

In exchange for their use of their lenders' cash collateral to
partly fund their Chapter 11 cases, Tropicana previously obtained
permission to make adequate protection payments to the Opco
Lenders, headed by Credit Suisse, as administrative agent and
collateral agent; Credit Suisse Securities (USA) LLC, as sole
bookrunner and sole lead arranger; Barc1ays Bank PLC and Societe
Generale, as co-lead arrangers and co-syndication agents; and The
Royal Bank of Scotland, PLC and INO Capital, LLC.

Before filing for bankruptcy protection, Tropicana, in 2007,
entered into credit facilities to finance its acquisition of Aztar
Corp.'s five casinos.  The OpCo Credit Facility -- an aggregate
US$1,710,000,000 secured credit facility provided by Credit Suisse
as collateral agent and administrative agent -- constituted the
largest portion of the Aztar Acquisition financing.  As of April
30, 2008, about $1,300,000,000 of the principal amount was
outstanding under a term loan facility, and $21,000,000 under a
revolving facility.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., Tropicana has determined that the value of the OpCo Lenders'
collateral does not exceed their claims under the Prepetition
Financing Documents.  Consequently, the OpCo Lenders are
undersecured.

In January, Tropicana Entertainment and its affiliates filed a
Chapter 11 plan of reorganization for entities led by Tropicana
Entertainment, which own 10 casinos and resorts in Atlantic City,
New Jersey and Evansville, Indiana; (OpCo Plan), and another by
Tropicana Las Vegas Holdings, which own a resort in Las Vegas
(LandCo Plan).

Mr. Collins relates that the valuation analysis included in the
OpCo Disclosure Statement reflects the fact that the value of the
reorganized OpCo Debtors is not sufficient to satisfy the
OpCo Lenders' claims in full.  The Debtors estimate that the OpCo
Lenders are likely to recover between 58.1% and 72.7% of the value
of their claims if the OpCo Plan is continued and between 36% and
48% in a liquidation scenario, if the Debtors' cases me converted
to chapter 7 liquidations.

Mr. Collins notes that the ad hoc group of OpCo Lenders in the
case -- the steering committee for the OpCo Lenders -- has
admitted at a hearing before Judge Kevin J. Carey that the value
of the assets is much less than the amount of their claims.

Absent Court approval of the proposal, Tropicana will be required
to make payments totaling $44.3 million between February 1, 2009
and June 30, 2009.

The Bankruptcy Court will convene a hearing on Feb. 17 to consider
the request.  Objections are due Feb. 9.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TRW AUTOMOTIVE: Bank Loan Sells at 35% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 64.33 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.50 percentage points from
the previous week, the Journal relates.  The loan matures on
February 9, 2014.  TRW Automotive pays 150 basis points to borrow
under the facility.  The bank loan carries Moody's Ba1 rating and
Standard & Poor's BBB- rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal

Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar, representing a drop of 4.85 percentage points from the
previous week.  The loan matures January 31, 2015.  Dana pays 375
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt sold for 38.56 cents-on-the-dollar in the
secondary market, representing a drop of 4.49 percentage points
from the previous week, the Journal relates.  The loan matures
March 29, 2012.  Lear pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

Meanwhile, participations in a syndicated loan under which car
maker Ford Motor Co. is a borrower traded in the secondary market
at 32.71 cents-on-the-dollar, representing a drop of 1.38
percentage points from the previous week.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which car rental company
Hertz Corporation is a borrower traded in the secondary market at
68.22 cents-on-the-dollar.  This represents an increase of 1.47
percentage points from the previous week.  The loan matures
December 21, 2012.  Hertz pays 150 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB+ rating.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

                           *     *     *

As reported by the Troubled Company Reporter on January 15, 2009,
Standard & Poor's Ratings Services lowered its ratings on TRW
Automotive Inc., including the corporate credit rating, which was
lowered to 'BB' from 'BB+'.  The outlook is negative.


TYSON FOODS: Fitch Downgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and other
debt ratings of Tyson Foods, Inc. and its Tyson Fresh Meats, Inc.
subsidiary:

Tyson

  -- Long-term IDR to 'BB' from 'BB+';
  -- Senior unsecured notes due 2011 to 'BB-' from 'BB';
  -- Convertible senior notes due 2013 to 'BB-' from 'BB';
  -- Senior unsecured notes due 2016 to 'BB' from 'BB+';
  -- Senior unsecured notes due 2018 to 'BB-' from 'BB';
  -- Senior unsecured notes due 2028 to 'BB-' from 'BB'.

TFM

  -- Senior secured notes due 2010 to 'BB+' from 'BBB-';
  -- Senior secured notes due 2026 to 'BB+' from 'BBB-'.

Fitch has also assigned ratings to Tyson's proposed three-year
asset-based loan facility maturing in 2011 and five-year senior
unsecured notes due 2014:

Tyson

  -- ABL bank facility at 'BB+';
  -- Senior unsecured notes due 2014 at 'BB'.

Fitch has simultaneously withdrawn the 'B' rating on Tyson's
short-term IDR and expects to withdraw the 'BBB-' rating on
Tyson's existing secured bank facility.

The Rating Outlook is Stable.  These rating actions affect the
company's approximate $3 billion of total debt on Dec. 27, 2008.
The downgrade is due to $112 million of consolidated net losses
during the most recent quarter ended Dec. 27, 2008 and Fitch's
expectation that a substantial portion of $168 million of grain
related hedging losses and $20 million of negative non-cash
inventory adjustments will be realized in the near-term.  Tyson
continues to benefit from stronger than normal performance in its
pork segment and improved year-over-year performance in beef,
however, the magnitude of losses in its chicken segment were
greater than what Fitch had anticipated and Tyson remains free
cash flow negative.  Tyson generated $221 million of negative free
cash flow (defined as cash flow from operations less capital
expenditures and dividends) during the latest 12 month period
ended Dec. 27, 2008.

In addition, a requirement of the Dec. 17, 2008 amendment to its
existing secured facility included an enhanced collateral
requirement clause, which imposes severe penalties if the facility
did not have a first priority to Tyson's accounts receivable.  The
proposed ABL facility does not have a leverage-based financial
covenant, but given that borrowings will be based on the value of
qualified receivables and inventory, Tyson's access to these funds
is more restrictive.  Tyson is required to maintain a minimum
fixed charge coverage ratio when availability under the facility
is less than the greater of 15% of the commitments or $150
million.  Furthermore, Tyson's cost of debt capital will increase
as a result of these actions.

The Stable Outlook reflects Fitch's expectations that Tyson's
credit statistics and cash flow will improve over the next 12
months, after some modest additional deterioration over the next
couple of quarters.  While weak macroeconomic conditions could
dampen demand for meat proteins and margins for Tyson's chicken
segment could continue to be negatively affected by potential
realized losses on outstanding grain hedge positions, reduced
industry production should support poultry pricing in the near
term.  Lower grain costs and working capital requirements along
with reduced capital spending is expected to benefit cash flow
later in fiscal 2009 and into fiscal 2010.

Tyson's new ratings reflect the high level of business risk and
volatility inherent in the protein industry and Fitch's
expectations that absent any unexpected disruptions in the protein
industry, Tyson can achieve credit statistics suitable for the new
rating level in intermediate term.

Additionally, the ratings consider Tyson's significant size, its
diversification among the meat proteins and management's ongoing
financial strategy.

On Feb. 19, 2009, Tyson announced that it is arranging a new ABL
facility of up to $1 billion which will be secured by cash,
accounts receivable (A/R) and inventory. In conjunction with this
new facility, Tyson plans to issue $500 million of five-year
senior unsecured notes due 2014.  The notes will be guaranteed on
a senior unsecured basis by Tyson's domestic subsidiaries.  The
closing of the new ABL credit facility, which will replace Tyson's
existing $1 billion secured facility set to expire September 2010,
and the sale of the notes are expected to be consummated in March
2009.  Proceeds from the note offering will be allocated to the
repayment of the 2010 notes when they become due and used to repay
borrowings under Tyson's existing $375 million and $225 million
A/R securitization facilities which will be terminated.

On Dec. 27, 2008, Tyson had approximately $1.3 billion of
liquidity consisting of $166 million of cash, $615 million of
revolver availability and $476 million accessible under its
accounts receivable securitization program.  Significant upcoming
maturities include $234 million of 7.95% secured TFM notes due
Feb. 1, 2010 and $1 billion of 8.25% unsecured notes due Oct. 1,
2011.  Tyson's liquidity or its ability to repay or refinance
upcoming maturities is not expected to be adversely affected by
these actions.

During the latest 12 month period ended Dec. 27, 2008, total debt-
to-operating earnings before interest, taxes, depreciation and
amortization, excluding approximately $130 million of unrealized
hedging losses, was 4.2 times and operating EBITDA-to-gross
interest expense was 3.1x.  Proforma leverage, also excluding
unrealized hedging losses, is estimated at approximately 4.9x and
proforma interest coverage will be 2.5x.


TYSON FOODS: Moody's Rates Proposed $500 Mil. Notes at 'Ba3'
------------------------------------------------------------
Moody's Investors Service rated at Ba3 the proposed $500 million
senior unsecured guaranteed notes due 2014 to be issued by Tyson
Foods, Inc., under Rule 144A, subject to review of final
documentation.  Moody's also upgraded the ratings of Tyson's
existing first lien debt to Ba1 from Ba2, and affirmed the
company's other ratings including its corporate family rating of
Ba3, its probability of default rating of Ba3, and its speculative
grade liquidity rating of SGL-4.  Moody's expects that Tyson's
speculative grade liquidity rating will likely be upgraded to SGL-
3, assuming that the company completes, as currently contemplated,
the proposed Notes issue and concurrently replaces its existing $1
billion revolving credit with a new unrated asset based revolving
credit agreement.  The rating outlook remains negative.

Ratings assigned:

Tyson Foods, Inc.

  * New $500 million senior unsecured guaranteed notes due 2014
    at Ba3 (LGD4, 52%)

Ratings upgraded:

Tyson Foods, Inc.

  * Existing $1 billion senior secured 1st lien bank revolving
    credit agreement, guaranteed by material operating
    subsidiaries, to Ba1 (LGD2, 21%) from Ba2 (LGD2, 27%); Rating
    to be withdrawn when this facility is replaced.

  * Senior secured industrial revenue bonds, guaranteed by Tyson
    Foods, Inc., to Ba1 (LGD2, 21%) from Ba2 (LGD2, 27%)

Ratings affirmed, certain LGD ratings and percentages adjusted:
Tyson Foods, Inc.

  * Corporate family rating at Ba3

  * Probability of default rating at Ba3

  * $960 million senior unsecured notes due 2016, guaranteed by
    Tyson Fresh Meats, Inc., at Ba3 (LGD4); LGD percentage to 52%
    from 54%

  * Senior unsecured unguaranteed debt at B2 (LGD5,85%)

  * Senior unsecured unguaranteed shelf at (P)B2 (LGD5,85%)

  * Speculative grade liquidity rating at SGL-4

Tyson Fresh Meats, Inc.

  * Senior secured 2nd lien debt, guaranteed by Tyson Foods,
    Inc., at Ba2 (LGD3); LGD % to 30% from 38%

"The establishment of an 'ABL' to replace its existing revolving
credit agreement is a significant improvement in Tyson's capital
structure.  Covenants and a rating trigger will be replaced by a
financial test that will not be in effect unless usage exceeds a
high threshold that is unlikely to be crossed, in Moody's view"
commented Elaine Francolino, Vice President -- Senior Credit
Officer.

The new 144A Notes issue will be senior unsecured debt, guaranteed
by domestic subsidiaries. Proceeds will be applied to repurchase
outstandings under the company's existing receivables
securitization facilities, if any, and for general corporate
purposes.  Approximately $234 million of the proceeds will be held
in a restricted account to effectively pre-fund the repayment of
Tyson Fresh Meats bonds due in February 2010.  The new Notes
combined with the concurrent establishment of up to
$1 billion in an unrated ABL agreement will replace the company's
existing revolving credit and receivables purchase facilities.

The SGL-4 is based on Tyson's existing liquidity arrangements,
including a $1 billion revolving credit agreement and
$600 million in receivables purchase facilities.  The revolving
credit's financial covenants have been amended several times, and
the receivables securitization contains a rating trigger
stipulating the rating that would allow the banks not to purchase
additional receivables.  The simultaneous issue of the new term
Notes along with the establishment of an ABL will bring total
liquidity sources to $1.5 billion, not materially below the amount
of existing funding arrangements.

Given that a significant factor in the SGL-4 rating is the concern
that covenant cushion under the existing revolving credit would
not be abundant when the leverage covenant tightens in September
2009, the replacement of the existing revolving credit agreement
with the new ABL will be a credit positive that will likely result
in an upgrade in the SGL rating to SGL-3 should the transaction be
completed as contemplated.  Moody's anticipates that the new ABL
will be utilized over the next twelve months for letters of
credit, with unused proceeds from the new Notes issue to provide a
source of excess cash.  Alternative liquidity is limited because
receivables and inventory are pledged to certain creditors; after
the transactions, certain fixed assets will be unencumbered,
however.  Tyson's could sell some businesses to raise cash and
improve liquidity if necessary; however, enterprise value would
suffer.

The upgrade in the ratings on the company's existing first lien
debt instruments reflects the lower level of priority accounts
payable in the liabilities waterfall, given capacity reductions,
the sale of the Canadian beef business and more modest feed-grain
prices.

Moody's most recent rating action for Tyson on December 18, 2008,
affirmed the company's ratings and maintained the negative
outlook, following an amendment to Tyson's revolving credit
agreement that provided covenant relief over the next several
quarters and greater collateral for certain debt instruments.

Tyson Foods, Inc., is the world's largest meat protein processor
in terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the
twelve months ended December 27, 2008 exceeded $26.9 billion.


TYSON FOODS: S&P Assigns 'BB' Rating on $500 Mil. 2014 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BB'
senior unsecured debt rating and '3' recovery rating to Tyson
Foods Inc.'s planned $500 million note issuance due 2014.  At the
same time, S&P affirmed all of the company ratings, including its
'BB' corporate credit rating.  The outlook is negative.  As of
Dec. 27, 2008, Tyson had about $3.5 billion of pro forma total
debt.

The ratings affirmation follows Tyson's announcement that it plans
to issue $500 million of senior unsecured notes.  Tyson will use
the proceeds primarily to help fund current and future debt
maturities and to terminate commitments under its accounts
receivable facility.  Tyson will also put in place a $1 billion
asset-backed revolving credit facility due 2012 (not rated) that
would replace its existing $1 billion revolving credit facility.
(S&P will withdraw the ratings for the existing facility upon
closing of this transaction.)

The ratings on Tyson and wholly owned subsidiary Tyson Fresh Meats
Inc. reflect the company's exposure to commodity price swings, the
very low-margin nature of the majority of Tyson's sales, and its
high debt leverage.  The company benefits from its position as one
of the largest marketers and producers of beef, chicken, and pork;
its product portfolio diversity; its position as one of the
lowest-cost producers; and the high barriers to entry in these
industries.

While the planned asset-backed loan and note issuance should
provide enhanced liquidity in the near term, key credit measures
remain weak for the rating.

"The company continues to face significant near-term challenges
from an oversupply in its poultry segment and the weak economic
environment, as it focuses on improving its operating
efficiencies," said Standard & Poor's credit analyst Patrick
Jeffrey.  "We would consider lowering the rating over the next two
quarters if the company does not improve debt leverage from pro
forma levels, so that it approaches the low-4x area by the end of
fiscal 2009 (below 4x if debt maturing in 2010 is repaid in fiscal
2009)," he continued.  Assuming the debt remains at pro forma
levels through fiscal 2009, EBITDA would need to increase by about
40% to achieve this level.  The company will need to stabilize its
operations and improve leverage in the low- to mid-3x range before
S&P would consider a stable outlook.


UBS AG: Agrees to Pay US$200 Million to Settle U.S. SEC Charges
---------------------------------------------------------------
The U.S. Securities and Exchange Commission said it filed Feb. 18
an enforcement action against UBS AG, charging the firm with
acting as an unregistered broker-dealer and investment adviser.

The SEC's complaint, filed in the U.S. District Court for the
District of Columbia, alleges that UBS's conduct facilitated the
ability of certain U.S. clients to maintain undisclosed accounts
in Switzerland and other foreign countries, which enabled those
clients to avoid paying taxes related to the assets in those
accounts.

UBS agreed to settle the SEC's charges by consenting to the
issuance of a final judgment that permanently enjoins UBS and
orders it to disgorge US$200 million.

In connection with a related criminal investigation, UBS has
entered into a deferred prosecution agreement with the Department
of Justice pursuant to which UBS will pay an additional
US$180 million in disgorgement, as well as US$400 million in tax-
related payments.

"The broker-dealer and investment adviser registration provisions
provide important protections for investors.  UBS avoided
compliance with U.S. securities laws for many years, at the same
time they were engaged in other illegal conduct, which makes this
one of the most egregious cases of its kind," said Scott W.
Friestad, Deputy Director of the SEC's Division of Enforcement.

As alleged in the SEC's complaint, from at least 1999 through
2008, UBS acted as an unregistered broker-dealer and investment
adviser to thousands of U.S. persons and offshore entities with
United States citizens as beneficial owners.  UBS had at least
11,000 to 14,000 of such clients and held billions of dollars of
assets for them.  The U.S. cross-border business provided UBS with
revenues of $120 million to $140 million per year.

The SEC also alleges that UBS conducted that cross-border business
largely through client advisers located primarily in Switzerland,
who were not associated with a registered broker-dealer or
investment adviser.  These client advisers traveled to the U.S.,
on average, two to three times per year on trips that generally
varied in duration from one to three weeks.  In many instances,
the client advisers attended exclusive events such as art shows,
yachting events, and sporting events that were often sponsored by
UBS, for the purpose of soliciting and communicating with United
States cross-border clients.  UBS also used other U.S.
jurisdictional means such as telephones, facsimiles, mail and e-
mail to provide securities services to its U.S. cross-border
clients.

The SEC further alleges that UBS was aware that it was required to
be registered with the SEC.  UBS took action to conceal its use of
U.S. jurisdictional means to provide securities services.  Among
other things, client advisers typically traveled to the U.S. with
encrypted laptop computers that they used to provide account-
related information, to show marketing materials for securities
products, and occasionally to communicate orders for securities
transactions to UBS in Switzerland.  Client advisers also received
training on how to avoid detection by U.S. authorities of their
activities in the U.S.

As charged in the SEC's complaint, as a result of its conduct, UBS
violated Section 15(a) of the Securities Exchange Act of 1934 and
Section 203(a) of the Investment Advisers Act of 1940.  To settle
these charges, UBS has consented to the entry of a final judgment
that (1) permanently enjoins UBS from further violation of those
provisions; (2) orders it to pay US$200 million in disgorgement,
to be paid together with an additional
US$180 million in disgorgement that will be paid as part of a
settlement of a related criminal investigation; and (3) orders UBS
to comply with its undertakings to terminate its U.S. cross-border
business and to retain an independent consultant to conduct an
examination of UBS's termination of the business.

The SEC said its investigation is ongoing.

                         About UBS AG

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.


UBS AG: U.S. Wants Firm to Disclose Swiss Bank Account Records
--------------------------------------------------------------
The U.S. government has filed a lawsuit in Miami against Swiss
bank UBS AG, the Justice Department said yesterday in a statement.
The lawsuit asks the court to order the international bank to
disclose to the Internal Revenue Service (IRS) the identities of
the bank's U.S. customers with secret Swiss accounts.  According
to the lawsuit, as many as 52,000 U.S. customers hid their UBS
accounts from the government in violation of the tax laws.

The government alleges in the lawsuit that of those 52,000 secret
accounts, about 20,000 contained securities and about 32,000
contained cash.  According to a UBS document filed with the
lawsuit, as of the mid-2000s, those secret accounts held about
US$14.8 billion in assets.

Court documents allege that U.S. citizens failed to report and pay
U.S. income taxes on income earned in those secret accounts.

According to the lawsuit, Swiss-based bankers actively marketed
UBS's services to wealthy U.S. customers within the United States.
UBS documents filed with the lawsuit show that UBS bankers came to
the United States to meet with U.S. clients nearly 4,000 times per
year, in violation of U.S. law.  According to court documents, the
government alleges that UBS trained its bankers to avoid detection
by U.S. authorities.  Court documents further assert that many
U.S. contacts occurred through UBS-sponsored sporting and cultural
events, designed to appeal to extremely wealthy Americans.

The lawsuit alleges that UBS engaged in cross-border securities
transactions in the United States that it knew violated U.S.
security laws.  The lawsuit also alleges that UBS helped hundreds
of U.S. taxpayers set up dummy offshore companies, to make it
easier for those taxpayers to avoid their reporting obligations
under U.S. tax laws.

"At a time when millions of Americans are losing their jobs, their
homes and their health care, it is appalling that more than 50,000
of the wealthiest among us have actively sought to evade their
civic and legal duty to pay taxes," said John A. DiCicco, Acting
Assistant Attorney General for the Justice Department's Tax
Division.  "It is time for those who are trying to hide from the
IRS to rethink their actions.  The Department of Justice is
committed to do all that it can to aid the IRS in locating those
who would seek to hide behind secret accounts and in holding them
accountable under the federal tax laws."

"We are committed to moving forward with the summons enforcement
process.  This action sends a strong signal to taxpayers hiding
their money offshore.  The IRS will be aggressive in pursuing
people who shirk their obligations under the tax law.  These
people owe it to their fellow citizens to pay their fair share of
taxes," said IRS Commissioner Doug Shulman.  "As Commissioner, I
am committed to bringing to bear the full arsenal of IRS resources
to pursue egregious offshore tax abuse.  International tax issues
are a top priority, and we will continue to aggressively pursue
people hiding assets offshore.  For people who are hiding money
offshore, this serves as a wake-up call that they need to get
right with their government.  Taxpayers should talk to a tax
professional and come forward under our voluntary disclosure
process.  Having the IRS find you could mean a much heavier price
than coming forward on your own."

                UBS Says Requested Information
           Protected by Swiss Financial Privacy Laws

UBS "expected" the civil action and said it has substantial
defenses to the enforcement of the John Doe summons and intends to
vigorously contest the enforcement of the summons in the civil
proceeding, as is permitted under the terms of the Deferred
Prosecution Agreement entered into on February 18.

"Objections to the enforcement of the IRS summons are based upon
U.S. law, the terms of UBS's Qualified Intermediary Agreement with
the IRS, Swiss financial privacy and other laws, and the
principles of international comity that require U.S. courts to
take into account foreign laws," the Swiss bank said in a February
19 statement.

"The IRS's John Doe summons seeks information regarding a
substantial number of undisclosed accounts maintained by U.S.
persons at UBS in Switzerland, whose information is protected from
disclosure by Swiss financial privacy laws," the UBS statement
added.

                        Net Loss Widens

As reported in the Troubled Company Reporter-Europe on Feb. 11,
2009, UBS's net loss for full-year 2008 widened to CHF19,697
million from of CHF5,247 million in the prior year.

Net losses from continuing operations totaled CHF19,327 million,
compared with losses of CHF5,111 million in the prior year.

UBS attributed the losses to negative revenues in its fixed
income, currencies and commodities (FICC) area.

For the 2008 fourth quarter, UBS incurred a net loss of
CHF8,100 million, down from a net profit of CHF296 million.

Net loss from continuing operations was CHF7,997 million compared
with a profit of CHF433 million.

The Investment Bank recorded a pre-tax loss of CHF7,483 million,
compared with a pre-tax loss of CHF2,748 million in the prior
quarter.  This result was primarily due to trading losses, losses
on exposures to monolines and impairment charges taken against
leveraged finance commitments.  An own credit charge of
CHF1,616 million was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

                        More Job Cuts

UBS said it will further reduce its headcount to 15,000 by the end
of the year.

UBS's personnel numbers reduced to 77,783 on December 31, 2008,
down by 1,782 from September 30, 2008, with most staff reductions
at its investment banking unit.

                         About UBS AG

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.


UNITED EQUITABLE: A.M. Best Cuts Fin'l Strength Rating to 'C+'
--------------------------------------------------------------
A.M. Best Co. on February 13, 2009, downgraded the financial
strength rating (FSR) to C+ (Marginal) from C++ (Marginal) and
issuer credit rating (ICR) to "b-" from "b+" of United Equitable
Insurance Company.

In addition, A.M. Best has downgraded the FSR to C- (Weak) from
C++ (Marginal) and ICR to "cc" from "b" of American Heartland
Insurance Company (both of Skokie, IL).  These two insurance
entities are subsidiaries of the United Equitable Group, Ltd., a
privately held holding company. The outlook for all ratings has
been revised to negative from stable.

These rating actions reflect the decline in both companies' risk-
adjusted capitalization following significant reserve
strengthening actions during third quarter 2008.  The loss reserve
adjustments are related to 2006 and prior accident years resulting
from an examination by the Illinois Department of Insurance.  In
addition, the two companies maintain elevated underwriting
leverage and substantial affiliated investment leverage, which
also contributed to the deterioration in their risk-adjusted
capital.  The negative rating outlook reflects A.M. Best's concern
that both companies capitalization may deteriorate further if
their operating performance does not improve in the near term.

The ratings reflect a geographic concentration of risk and limited
product offerings, which make the companies susceptible to
regulatory and competitive market pressures.  Additionally, the
companies underwriting results fluctuated considerably and mainly
were driven by an elevated expense position.  Although management
has undertaken actions to improve overall results, there is
uncertainty regarding the ultimate success of these initiatives.


UNITED SECURITY: A.M. Best Cuts Financial Strength Rating to C++
----------------------------------------------------------------
A.M. Best Co. on February 9, 2009, downgraded the financial
strength rating to C++ (Marginal) from B- (Fair) and the issuer
credit rating to "b" from "bb-" on United Security Life and Health
Insurance Company (USL&H) (Bedford Park, IL).  The outlook for
both ratings has been revised to negative from stable.

The rating downgrades reflect the anticipated significant
deterioration in USL&H's risk-based capital position in 2008
caused by a large operating loss.  Additionally, common and
preferred equities represent a high percentage of its capital and
surplus.  Price declines and realized capital losses in these
holdings in 2008 further weakened the company's capital position.
The third and fourth quarters of 2008 were particularly
challenging for USL&H.

While USL&H is taking steps to improve the performance of its core
individual major medical business, the implementation of these
actions has been delayed.  Consequently, A.M. Best believes
operating losses will likely continue into at least the second
half of 2009 before the changes implemented by management will be
reflected in its operating results.  A.M. Best notes that USL&H
did receive a $1 million cash contribution from its parent, J and
P Holdings, Inc., late in 2008 to help partially offset the
decline in its capital base.

A.M. Best will continue to monitor USL&H's operating results.
Should further risk-based capital deterioration occur beyond A.M.
Best's expectations, an additional downgrade would be likely.


VISTEON CORP: Bank Loan Sells at Almost 80% Discount
----------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 20.21 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.47 percentage points from
the previous week, the Journal relates.  The loan matures May 30,
2013.  Visteon pays 300 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's B- rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 20, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal

Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 33.40 cents-on-
the-dollar, representing a drop of 4.85 percentage points from the
previous week.  The loan matures January 31, 2015.  Dana pays 375
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt sold for 38.56 cents-on-the-dollar in the
secondary market, representing a drop of 4.49 percentage points
from the previous week.  The loan matures March 29, 2012.  Lear
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.

Meanwhile, participations in a syndicated loan under which car
maker Ford Motor Co. is a borrower traded in the secondary market
at 32.71 cents-on-the-dollar, representing a drop of 1.38
percentage points from the previous week.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which car rental company
Hertz Corporation is a borrower traded in the secondary market at
68.22 cents-on-the-dollar.  This represents an increase of 1.47
percentage points from the previous week.  The loan matures
December 21, 2012.  Hertz pays 150 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB+ rating.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Visteon Corporation's balance sheet at Sept. 30, 2008, showed
total assets of US$5.9 billion and total liabilities of
US$6.4 billion, resulting in shareholders' deficit of roughly
US$530 million.

The company reported a net loss of US$188 million on total sales
of US$2.11 billion.  For third quarter 2007, Visteon reported a
net loss of US$109 million on sales of US$2.55 billion.  Visteon
reported a net loss of US$335 million for the first nine months of
2008, compared with a net loss of US$329 million for the same
period a year ago.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.

                    Bankruptcy Filing Imminent

Speculations of a bankruptcy filing abound at Visteon.  As
reported by the Troubled Company Reporter, citing The Wall Street
Journal, the embattled autoparts maker has reportedly brought in
Kirkland & Ellis LLP as bankruptcy counsel and Rothschild Inc. as
financial adviser to prepare for a possible bankruptcy filing.
According to the Journal's John D. Stoll and Jeffrey McCracken,
people familiar with the matter said that Visteon and its advisers
are studying whether it should file for bankruptcy pre-emptively
to conserve its cash.


WATERBROOK PENINSULA: Court Extends Plan Filing Period to Feb. 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved on Feb. 18, 2009, the request of Waterbrook Peninsula,
LLC for the extension of its exclusive period to file a plan for a
period of thirty days, or through and including Feb. 20, 2009, and
the extension of its exclusive period to seek acceptances of a
plan, for a period of 60 days, or through and including
April 21, 2009.

In its motion, the Debtor told the Court that it is in
negotiations with its primary secured lender, National City Bank,
and its general contractor, Vercon Construction Management, Inc.,
to extend the DIP Financing and resume full construction efforts
on its "Peninsula on the Intracoastal" residential development,
located at 2649 North Federal Highway, Boynton Beach, Florida.

The Debtor told the Court that it has sought one prior extension
of exclusivity and has only been in bankruptcy for a period of
seven months., a short time given the particular circumstances now
facing the real estate and capital markets.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is the
developer of a residential development, "Peninsula on the
Intracoastal," located at 2649 North Federal Highway, Boynton
Beach, Florida.  The company filed for Chapter 11 protection on
June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  Scott A.
Underwood, Esq., and Thomas M. Messana, Esq., at Messana,
Weinstein & Stern, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $10 million and $50 million.


WELLCARE HEALTH: To Stop Enrollments Into Medicare Health Plans
---------------------------------------------------------------
WellCare Health Plans, Inc., will suspend marketing of, and
enrollments into, its Medicare health plans by March 7, 2009.

This action arose from oversight and audits conducted by Centers
for Medicare & Medicaid Services (CMS).  The Special Committee of
the Board and the Company continue to cooperate fully in the
separate investigations previously disclosed.

Dinah Wisenberg Brin at The Wall Street Journal reports that CMS
ordered WellCare to suspend marketing to and enrolling Medicare
participants due to noncompliance, deficiencies in Medicare
prescription-drug contracts, and for allegedly misleading
beneficiaries.  WSJ relates that CMS said that its secret shoppers
found evidence that WellCare misled and confused beneficiaries at
December sales events.  The report says that CMS also accused
WellCare of failing to spot forged applications.  According to the
report, CMS said that WellCare has the highest number of
beneficiary marketing complaints among large Medicare Advantage
plans, with many beneficiaries alleging marketing
misrepresentations.

WellCare is working with CMS to address issues raised by the
agency in a letter that imposed sanctions on the Company's
Medicare Advantage plans and Medicare Prescription Drug Plans.

"We take CMS' concerns very seriously," said Heath Schiesser,
WellCare's President and Chief Executive Officer.  "We are
committed to complying fully with CMS requirements and serving the
needs of our members."

WellCare is making significant efforts to improve operational
effectiveness to address the issues identified by both CMS and the
Company's own monitoring.  WellCare will continue to devote
substantial resources towards these initiatives, including
engaging independent third parties to ensure that all of its
operations and marketing activities are compliant with CMS'
requirements.

Current members of WellCare's Medicare health plans are not
affected by CMS' action.  Further, this action does not affect the
Company's Medicaid and S-CHIP plans.  All plan members continue to
have access to covered health care services.

                      About WellCare Health

WellCare Health Plans, Inc. -- http://www.wellcare.com-- provides
managed care services exclusively for government-sponsored
healthcare programs, focusing on Medicaid and Medicare.
Headquartered in Tampa, Florida, WellCare offers a variety of
health plans for families, children, the aged, blind and disabled
and prescription drug plans.  The Company served more than
2.5 million members nationwide as of September 30, 2008.

As reported by the Troubled Company Reporter on December 22, 2008,
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on WellCare Health Plans Inc. to 'B-'
from 'B'.  The rating remains on CreditWatch, where it was placed
on Oct. 25, 2007, with negative implications.


WEST CORP: Bank Loan Sells at Almost 25% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which West Corp. is a
borrower traded in the secondary market at 75.50 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.96 percentage points from
the previous week, the Journal relates.  West Corp. pays 237.5
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B1 rating and Standard & Poor's BB- rating.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West has a team of 41,000
employees based in North America, Europe and Asia.


WHOLE FOODS: S&P Gives Negative Outlook; Affirms BB- Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Austin, Texas-based Whole Foods Market Inc. to negative from
stable.  At the same time, S&P affirmed the 'BB-' corporate credit
rating on the company.

"This action follows the company's weaker-than-anticipated
operating performance for its first quarter ended Jan. 18, 2009,"
said Standard & Poor's credit analyst Stella Kapur.  It also
reflects S&P's increased concern that credit metrics could
deteriorate further if the company's negative identical sales
performance continues.

Whole Foods enjoys a robust historical track record, during which
sales grew at a 20% compound annual growth rate from 2003 to 2008
from healthy same-store sales growth, new store development, and
acquisitions.  "Despite this growth," continued Ms. Kapur, "the
weaker U.S. economy and the resulting change in consumer spending
habits over the past few years have affected operating
performance."


WL HOMES: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Denver Business Journal reports that WL Homes LLC has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Delaware.

According to Denver Business, WL Homes listed $500 million to
$1 billion in debts.  Court documents say that WL Homes has 25,000
to 50,000 creditors.  Citing WL Homes chief restructuring officer
Bradley Sharp, Denver Business states that the company has
revolving credit facilities with Bank of America, Wachovia Bank,
RFC Construction Funding LLC, Guaranty Bank, and other secured
debt totaling $350 million.  Denver Business relates that
employees who are owed wages are among the company's largest
unsecured creditors.

Mr. Sharp, Denver Business states, said that unaudited financial
statements for WL Homes fiscal year ending November 30, 2008, show
that the firm had assets with a book value of approximately $1.3
billion and debts totaling $977 million at the time.  Revenue
dropped from $948 million in 2007 to $248 million in 2008, Denver
Business says, citing Mr. Sharp.

Denver Business relates that WL Homes said that it will use a
debtor-in-possession line of credit to continue operations.  The
report states that WL Homes filed has sought the court's
permission to pay workers, hire bankruptcy counsel, and retain
restructuring specialists.

WL Homes said in a statement that it was reviewing all potential
options to meet capital requirements.

Citing local customers of WL Homes, Denver Business relates that
the company recently suspended operations in metro Denver.

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

The company filed for Chapter 11 bankruptcy protection on February
19, 2009 (Bankr. D. Delaware Case No. 09-10571).  Laura Davis
Jones, Esq., at Timothy P. Cairns assists the company in its
restructuring effort.  The company listed more than
$1 billion in assets and $500 million to $1 billion in debts.


WORLD FINANCIAL: Moody's Cuts Ratings on 11 Classes of Notes
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on 11 classes
of asset-backed notes issued by World Financial Network Credit
Card Master Trust.  These notes are backed by a revolving pool of
private label credit card receivables originated by World
Financial Network National Bank.  This rating action concludes
Moody's review that commenced on August 29, 2008.

                             Rationale

Moody's has a negative outlook on the credit card sector and
believes the current economic environment makes several elements
of WFN's credit card programs vulnerable to significant
performance volatility.  In particular, the protracted turmoil in
the credit markets has reduced the financial flexibility for
companies, like WFN, that have relatively limited access to the
capital markets.  That is not to say that Moody's believes a
liquidity event is imminent; rather, Moody's believes that the
current market conditions have brought to the fore an increased
likelihood that such an event could occur.

For the Trust, this challenge is compounded by characteristics of
WFN's credit card business, including its focus on private label
credit cards.  The current, consumer-led downturn in the economy
may have a more pronounced effect on companies with significant
exposure to either the retail sector, subprime obligors, or both.
Moody's believes that performance on private label credit card
portfolios is even more susceptible to downturns in the economy as
these cards have limited utility compared to general purpose
credit cards and may not rank high in cardholders' priority of
payments if they are under financial duress.  Private label
portfolios generally include obligors, who, on average, tend to
charge-off sooner and with more frequency compared to less risky
(e.g., prime) borrowers.

The downgrades of WFN's ABS reflect concerns regarding the
continued risk elements in WFN's funding and liquidity as well as
in its performance from its focus on private label credit cards.

                    Performance Expectations

To date, collateral performance of the Trust has been
deteriorating more or less in line with industry.  As of July
2008, the Trust has an excess spread margin of 14.7% - well above
the industry average.  That means the Trust could absorb
significantly higher charge-offs before hitting a collateral
performance-based early amortization trigger.

Even so, Moody's expects moderate deterioration in one of the key
collateral performance metrics. Consequently, Moody's has revised
its expected range of the charge-off rate for the Trust to 12% -
15% (from 10% - 12%).  Moody's expected range for yield is 26% -
29% (unchanged), the expected range for principal payment rate is
12% - 15% (unchanged).

These performance expectations indicate Moody's forward-looking
view of the likely range of performance over the medium term.
From time to time, Moody's may, if warranted, change these
expectations.  Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than anticipated when the related securities were rated.
Even so, a deviation from the expected range will not necessarily
result in a rating action nor does performance within expectations
preclude such actions.  The decision to take (or not take) a
rating action is dependent on an assessment of a range of factors
including, but not exclusively, the performance metrics.

The complete rating actions are:

Issuer: World Financial Network Credit Card Master Trust.

  -- $355,500,000 Class A Series 2004-C Floating Rate Asset
     Backed Notes, downgraded to Aa2 from Aaa; previously on
     August 29, 2008, placed under review for possible downgrade

  -- $16,875,000 Class M Series 2004-C Floating Rate Asset Backed
     Notes, downgraded to A3 from Aa2; previously on August 29,
     2008, placed under review for possible downgrade

  -- $21,375,000 Class B Series 2004-C Floating Rate Asset Backed
     Notes, downgraded to Baa3 from A2; previously on August 29,
     2008 placed under review for possible downgrade

  -- $56,250,000 Class C Series 2004-C Floating Rate Asset Backed
     Notes, downgraded to Ba3 from Baa2; previously on August 29,
     2008, placed under review for possible downgrade

  -- $395,000,000 Class A Series 2006-A Floating Rate Asset
     Backed Notes, downgraded to Aa2 from Aaa; previously on
     August 29, 2008, placed under review for possible downgrade

  -- $18,750,000 Class M Series 2006-A Floating Rate Asset Backed
     Notes, downgraded to A3 from Aa2; previously on August 29,
     2008, placed under review for possible downgrade

  -- $23,750,000 Class B Series 2006-A Floating Rate Asset Backed
     Notes, downgraded to Baa3 from A2; previously on August 29,
     2008, placed under review for possible downgrade

  -- $62,500,000 Class C Series 2006-A Floating Rate Asset Backed
     Notes, downgraded to Ba3 from Baa2; previously on August 29,
     2008, placed under review for possible downgrade

  -- Up to $107,594,937 Class M Series 2002-VFN Floating Rate
     Asset Backed Notes, downgraded to Baa3 from A2; previously
     rated on October 3, 2008, with the rating under review for
     possible downgrade

  -- Up to $158,227,848 Class B Series 2002-VFN Floating Rate
     Asset Backed Notes, downgraded to Ba3 from Baa2; previously
     rated on October 3, 2008 with the rating under review for
     possible downgrade

  -- Up to $75,000,000 Class B Series 2008-VFN Floating Rate
     Asset Backed Notes, downgraded to Ba3 from Baa2; previously
     on August 29, 2008, placed under review for possible
     downgrade

Term transactions that are expected to mature in the next few
months were excluded from the downgrade.

Issuer: World Financial Network Credit Card Master Trust.

  -- $390,000,000 Class A Series 2004-A Floating Rate Asset
     Backed Notes, rated Aaa; previously on August 29, 2008
     placed under review for possible downgrade

  -- $42,500,000 Class B Series 2004-A Floating Rate Asset Backed
     Notes, rated A1; previously on August 29, 2008 placed under
     review for possible downgrade

  -- $67,500,000 Class C Series 2004-A Floating Rate Asset Backed
     Notes, rated Baa2; previously on August 29, 2008 placed
     under review for possible downgrade

                            Background

World Financial Network National Bank, a wholly-owned subsidiary
of Alliance Data Systems Corporation, is a national banking
association and a limited purpose credit card bank.  The bank
originates and finances private label revolving credit card
accounts.

The Trust consists of private label credit card receivables
generated on accounts originated and underwritten by World
Financial Network National Bank.  The receivables are generated by
over 30 merchants and reflect purchases for both hard goods and
soft goods.


YELLOWSTONE CLUB: Court Says DIP Lender's Offer Chills Bidding
--------------------------------------------------------------
Bloomberg's Bill Rochelle reported a ruling by Ralph B. Kirscher
of the U.S. Bankruptcy Court for the District of Montana that said
that Yellowstone Mountain Club LLC's proposed bidding procedures
"did not encourage third-party bids but rather, were drafted in a
fashion to ensure that CrossHarbor, the DIP lender, will be the
successful purchaser."

Private-equity investor CrossHarbor Capital Partners LLC, the
provider of $23.3 million debtor-in-financing, offered to purcahse
the equity in Yellowstone Cub for $100 million, consisting of $30
million cash and a note for $70 million.

According to Mr. Rochelle, Judge Kirscher also found that the
"bidding procedures are not transparent and flexible and they will
not encourage a process whereby the debtors find the best offer
for the assets."

Aside from denying approval of the bidding procedures in its
present form, Judge Kirscher also denied an extension of
Yellowstone Club's exclusive period to file a Chapter 11 plan.  As
a result creditors and other parties-in-interest may now file
competing plans.

Mr. Rochelle said that as a prelude to denying longer exclusivity,
Judge Kirscher noted that Edra Blixseth, Yellowstone's owner, owes
CrossHarbor $35 million.  He also concluded that the plan filed
this month was a "collective effort" by Yellowstone, Blixseth, and
CrossHarbor.  Judge Kirscher, according to the report, allowed
Credit Suisse Group AG, as agent for existing secured lenders owed
$307 million, to conduct an investigation into the relationship
between Blixseth and CrossHarbor.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YOUNG BROADCASTING: Bank Loan Sells 62% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Young Broadcasting
is a borrower traded in the secondary market at 38.00 cents-on-
the-dollar during the week ended February 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.42 percentage points
from the previous week, the Journal relates.  Young Broadcasting
pays 225 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's Ca rating and Standard & Poor's D
rating.

Headquartered in New York, Young Broadcasting Inc. --
http://www.youngbroadcasting.com-- own 10 television stations
and the national television representation firm, Adam Young Inc.
Five stations are affiliated with the ABC Television Network
(WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV -Richmond,
VA, WATE-TV - Knoxville, TN, and WBAY-TV -Green Bay, WI), three
are affiliated with the CBS Television Network (WLNS-TV - Lansing,
MI, KLFY-TV - Lafayette, LA and KELO- TV - Sioux Falls, SD), one
is affiliated with the NBC Television Network (KWQC-TV -
Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San
Francisco, CA).  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Young Broadcasting did not make the $6.125 million interest
payment due Jan. 15 on the company's 8.75% Senior Subordinated
Notes due 2014 to preserve liquidity.  Under the indenture
relating to the Notes, a 30-day grace period will apply to the
missed interest payment.

Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
presents the Debtors in their restructuring efforts.  The Debtors
proposed UBS Securities LLC as consultant, Ernst & Young LLP as
accountant, Epiq Bankruptcy Solutions LLC as claims agent, and
David Pauker as chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed
$575,600,070 in total assets and $980,425,190 in total debts.


* Auto Industry Bank Loans Slide in Secondary Market Trading
------------------------------------------------------------
Syndicated loans of Ford Motor Co., car rental company Hertz Corp.
and auto parts suppliers slid in secondary market trading during
the week ended February 20, 2009, according to data compiled by
Loan Pricing Corp. and reported in The Wall Street Journal.

Participations in a syndicated loan under which Ford Motor is a
borrower traded in the secondary market at 32.71 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.38 percentage points from
the previous week, the Journal relates.  The loan matures on
December 15, 2013.  Ford Motor pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which Hertz is a
borrower traded in the secondary market at 68.22 cents-on-the-
dollar.  This represents an increase of 1.47 percentage points
from the previous week.  The loan matures December 21, 2012.
Hertz pays 150 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

Dana Corp. bank debt sold for 33.40 cents-on-the-dollar in the
secondary market, representing a drop of 4.85 percentage points
from the previous week.  The loan matures January 31, 2015.  Dana
pays 375 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B+
rating.

Lear Corp. bank debt traded in the secondary market at 38.56
cents-on-the-dollar, representing a drop of 4.49 percentage points
from the previous week.  The loan matures March 29, 2012.  Lear
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan is not rated.

TRW Automotive bank debt traded in the secondary market at 64.33
cents-on-the-dollar, representing a drop of 2.50 percentage points
from the previous week.  The loan matures on February 9, 2014.
TRW Automotive pays 150 basis points to borrow under the facility.
The bank loan carries Moody's Ba1 rating and Standard & Poor's
BBB- rating.

Visteon Corp. bank debt sold for 20.21 cents-on-the-dollar in the
secondary market, representing a drop of 1.47 percentage points
from the previous week.  The loan matures May 30, 2013.  Visteon
pays 300 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B-
rating.


* Charities Feeling Pinch, ABIWorld Says
----------------------------------------
American Bankruptcy Institute says non-profit institutions are
feeling the effects of the economic downturn.  ABIWorld says
groups ranging from cultural institutions to social service
agencies have filed for bankruptcy to reorganize or liquidate over
the past six months.

According to The New York Times, in the last six months, nonprofit
groups that include cultural institutions and social service
agencies have filed to reorganize or liquidate themselves under
the bankruptcy code.  NYT, charities used to rarely go bankrupt,
although there have been scattered examples involving nonprofit
hospitals and Catholic dioceses facing lawsuits stemming from the
priest sexual abuse scandals.  However, times have changed, and
court filings by nonprofits have been more common as nonprofits
have been pressured by donors to operate more like businesses, NYT
said.


* Gov't Working on Plan to Help Out Struggling Homeowners
---------------------------------------------------------
Laura Meckler at The Wall Street Journal reports that the
government is fine-tuning the Homeowner Affordability and
Stability Plan, aimed at helping struggling homeowners modify
their mortgages or refinance through government-controlled
mortgage giants Fannie Mae and Freddie Mac.

The plan, says WSJ, could cost up to $275 billion.

WSJ relates that while President Barack Obama promised helping up
to nine million struggling homeowners, the plan will only be able
to help out as many as five million homeowners who have little
equity in their homes or even owe slightly more than their homes
are worth.

The plan won't help everyone, including investors and those
already deep in trouble, WSJ says, citing President Obama.
According to WSJ, President Obama agreed that there might be a
backlash from diligent homeowners who have been making their
payments, suggesting they'd benefit from stable neighborhoods with
fewer vacant houses.  The report states that the plan doesn't find
a way to spur demand, as an oversupply of homes drags down the
market.  According to the report, some economists hoped that the
plan would subsidize an interest-rate reduction for borrowers, but
it appears designed to aid homeowners who might lose their homes.

WSJ states that the administration has set aside $200 billion in
new backing for Fannie Mae and Freddie Mac, which will play a
central role in the rescue, and will spend about $75 billion to
urge lenders to modify loan terms for people at risk of
foreclosure or already in foreclosure proceedings.  Lenders and
the government, WSJ says, would lower monthly payments to 31% of
homeowners' income.  The plan also includes incentives like a
$1,000-a-year "pay for success" fees if a borrower stays current
on the loan, WSJ notes.

Citing critics, WSJ relates that the plan doesn't do enough to
address the difficulty of altering loans packaged into securities.
WSJ says that it would be harder for people to refinance their
mortgages if they owe much more than the house is worth or the
mortgages aren't owned or guaranteed by Fannie Mae or Freddie Mac.

President Obama, according to WSJ, said that he would support a
legislation that would allow bankruptcy judges to modify terms of
loans.  Lindsay Beyerstein at her Majikthise blog quoted TMC
Economy blogger Zach Carter as saying, "Obama is supporting a bill
in Congress that would enable bankruptcy judges to reduce the
amount a borrower owes to the present value of the home.  The
beauty here is that investors who own the mortgage securities, not
taxpayers, will have to eat the losses.  In short, investors will
be held responsible for making a poor investment."

Bank of America said it applauds the Obama administration's
Homeowner Affordability and Stability Plan focused on assisting
homeowners with their mortgage payments through refinancing and a
loan modification program.

"We support the administration's focus on affordability in the
loan modification and refinance processes in order to achieve
long-term mortgage sustainability for homeowners," said Barbara
Desoer, president of Bank of America Mortgage, Home Equity and
Insurance Services.  "Bank of America is committed to helping our
customers sustain homeownership."

Bank of America last week announced a moratorium on foreclosure
sales.  Ms. Desoer said the moratorium will be extended until
eligibility details for the Homeowner Affordability and Stability
Plan are released.  Bank of America's foreclosure sales moratorium
includes first mortgage loans owned and serviced by Bank of
America, Countrywide and subsidiaries of Merrill Lynch, as well as
those owned by investors who have agreed to the terms of the
moratorium.  "We want to ensure that any borrower who has
sufficient income and the desire to sustain homeownership has the
ability to do so using any and all tools we have available," Ms.
Desoer stated.

"The administration's focus is consistent with the approach we
have successfully been using with our customers, which has led to
more than 230,000 loan modifications for our customers in 2008,
and another 39,000 customers in January alone," said Ms. Desoer.
"We look forward to continuing to work with the Obama
administration in the development of detailed guidelines for the
modification and refinance plans to ensure success of the
Homeowner Affordability and Stability Plan."

In 2008, Bank of America committed to offer over the next three
years loan modifications to as many as 630,000 customers to help
them stay in their homes, representing more than $100 billion in
mortgage financing.   More than 5,900 associates are focused on
home retention efforts on behalf of Bank of America and
Countrywide customers.


* Experts Suggest Chapter 10 for Firms That Are "Too Big To Fail"
-----------------------------------------------------------------
As an alternative to a Chapter 11 bankruptcy or government
bailout, two bankruptcy experts have suggested a new "chapter 10"
bankruptcy to be established within the Bankruptcy Code for
companies that are viewed as "too big to fail."

In response to financial distress of large companies, primarily
the "Big Three" automakers General Motors, Chrysler and Ford,
authors Prof. George W. Kuney of the University of Tennessee
College of Law (Knoxville, Tenn.) and Michael St. James of St.
James Law PC (San Francisco) have laid out their idea in the
article "A Proposal for Chapter 10: Reorganization for `Too Big to
Fail' Companies," to be published in the March 2009 issue of the
American Bankruptcy Institute Journal.

Messrs. Kuney and St. James found that a chapter 11 filing for
companies such as the Big Three automakers "would inevitably
impose great harm on vendors and other interrelated businesses."
The authors said that the primary problem with the current chapter
11 process was that a filing by a "too big to fail" (TBTF) company
was that it could result in a cascade of business failures and
layoffs for other nondebtor companies.  The cascade of business
failures would be due in large part to the "ordinary-course-of-
business trade debts," such as vendor payments and payroll
expenses, that are put on hold for months or years while a company
negotiates a reorganization plan.  Vendors dependent on those
payments, such as auto suppliers, are also likely to fail as a
result of a TBTF company bankruptcy.

To remedy this potential problem of cascading business failures,
the authors' proposal for a new chapter 10 bankruptcy centers on
excluding ordinary-course-of-business trade debts from the current
chapter 11 process.  "This one modification will free the
bankruptcy process for a TBTF company from administering
multitudes of granular claims that are unrelated to its core
financial problems," according to Messrs. Kuney and St. James.
"Since payables would not be disrupted by the bankruptcy filing,
the bankruptcy of the TBTF company would not inevitably and
automatically lead to cascading business failures."

While providing the important exclusion for ordinary-course-of-
business trade debts, the authors said that the chapter 10 process
would closely resemble the chapter 11 filing process. The chapter
10 proposal would adopt the processes established by the current
chapter 11 structure with respect to the restructuring of ongoing
contractual relationships, modification or rejection of
collective-bargaining agreements, restructuring of secured debt
and the restructuring of rights and powers of the various
financial stakeholders and constituencies in the bankruptcy case.

To obtain a copy of "A Proposal for Chapter 10: Reorganization
for `Too Big to Fail' Companies," please contact John Hartgen at
703-739-0800 or via email at jhartgen@abiworld.org.  In addition,
make sure to visit ABI's Bankruptcy Town Hall Web site to read
expert opinions and view several quick polls about whether the
U.S. automakers should file for bankruptcy or if the federal
government should provide further financial assistance to the
struggling companies.  To view the ABI Bankruptcy Town Hall site,
please visit http://townhall.abiworld.org/.

American Bankruptcy Institute is the largest multi-disciplinary,
nonpartisan organization dedicated to research and education on
matters related to insolvency.  ABI was founded in 1982 to provide
Congress and the public with unbiased analysis of bankruptcy
issues.  The ABI membership includes more than 11,700 attorneys,
accountants, bankers, judges, professors, lenders, turnaround
specialists and other bankruptcy professionals, providing a forum
for the exchange of ideas and information.  On the Net:
http://www.abiworld.org/


* BOND PRICING: For the Week From February 16 - 20, 2009
--------------------------------------------------------
  Company              Coupon    Maturity  Bid Price
  -------              ------    --------  ---------
ACE CASH EXPRESS        10.25    10/01/14     18.375
BOWATER INC              6.50    06/15/13     14.000
ABITIBI-CONS FIN         7.88    08/01/09     36.000
BOWATER INC              9.00    08/01/09     32.000
BOWATER INC              9.38    12/15/21     19.750
BOWATER INC              9.50    10/15/12     15.000
AMER CAP STRATEG         6.85    08/01/12     35.000
ADVANTA CAP TR           8.99    12/17/26      5.500
ANTIGENICS               5.25    02/01/25     24.319
ATHEROGENICS INC         1.50    02/01/12     11.000
ASSURED GUARANTY         6.40    12/15/66     12.625
AHERN RENTALS            9.25    08/15/13     32.250
ANTHRACITE CAP          11.75    09/01/27     19.937
AMER GENL FIN            3.00    07/15/09     85.925
AMER GENL FIN            3.05    06/15/10     60.478
AMER GENL FIN            3.10    06/15/09     88.910
AMER GENL FIN            3.10    07/15/09     66.709
AMER GENL FIN            3.30    07/15/09     87.226
AMER GENL FIN            3.30    11/15/09     76.000
AMER GENL FIN            3.30    06/15/10     58.000
AMER GENL FIN            3.35    05/15/09     91.970
AMER GENL FIN            3.40    10/15/09     75.000
AMER GENL FIN            3.45    04/15/10     48.000
AMER GENL FIN            3.60    04/15/09     94.970
AMER GENL FIN            3.80    04/15/09     95.445
AMER GENL FIN            3.85    09/15/09     91.850
AMER GENL FIN            3.88    10/01/09     85.300
AMER GENL FIN            3.88    10/15/09     78.372
AMER GENL FIN            3.88    11/15/09     81.000
AMER GENL FIN            3.90    09/15/09     80.804
AMER GENL FIN            3.90    04/15/10     64.991
AMER GENL FIN            3.90    04/15/11     50.451
AMER GENL FIN            4.00    06/15/09     80.493
AMER GENL FIN            4.00    08/15/09     83.450
AMER GENL FIN            4.00    09/15/09     80.740
AMER GENL FIN            4.00    11/15/09     44.000
AMER GENL FIN            4.00    11/15/09     85.000
AMER GENL FIN            4.00    11/15/09     84.500
AMER GENL FIN            4.00    12/15/09     65.000
AMER GENL FIN            4.00    12/15/09     73.523
AMER GENL FIN            4.00    12/15/09     73.625
AMER GENL FIN            4.00    03/15/11     50.000
AMER GENL FIN            4.05    05/15/10     72.000
AMER GENL FIN            4.10    01/15/10     50.000
AMER GENL FIN            4.10    05/15/10     66.250
AMER GENL FIN            4.10    01/15/11     45.000
AMER GENL FIN            4.13    01/15/10     71.090
AMER GENL FIN            4.15    11/15/10     41.000
AMER GENL FIN            4.15    12/15/10     49.700
AMER GENL FIN            4.15    01/15/11     53.661
AMER GENL FIN            4.20    08/15/09     84.840
AMER GENL FIN            4.20    10/15/09     79.000
AMER GENL FIN            4.20    11/15/09     30.100
AMER GENL FIN            4.20    10/15/10     60.000
AMER GENL FIN            4.25    11/15/09     76.005
AMER GENL FIN            4.25    10/15/10     56.658
AMER GENL FIN            4.30    05/15/09     92.133
AMER GENL FIN            4.30    06/15/09     90.000
AMER GENL FIN            4.30    09/15/09     81.073
AMER GENL FIN            4.30    06/15/10     80.236
AMER GENL FIN            4.30    07/15/10     60.137
AMER GENL FIN            4.30    09/15/10     57.569
AMER GENL FIN            4.35    06/15/09     70.750
AMER GENL FIN            4.35    06/15/09     94.500
AMER GENL FIN            4.35    09/15/09     80.894
AMER GENL FIN            4.35    03/15/10     67.288
AMER GENL FIN            4.40    05/15/09     75.000
AMER GENL FIN            4.40    07/15/09     69.500
AMER GENL FIN            4.40    12/15/10     54.846
AMER GENL FIN            4.50    07/15/09     86.396
AMER GENL FIN            4.50    09/15/09     65.000
AMER GENL FIN            4.50    03/15/10     67.203
AMER GENL FIN            4.50    08/15/10     59.204
AMER GENL FIN            4.50    11/15/10     51.200
AMER GENL FIN            4.55    10/15/09     79.000
AMER GENL FIN            4.60    11/15/09     76.014
AMER GENL FIN            4.60    08/15/10     59.181
AMER GENL FIN            4.60    09/15/10     46.000
AMER GENL FIN            4.60    10/15/10     56.844
AMER GENL FIN            4.63    05/15/09     93.050
AMER GENL FIN            4.63    09/01/10     49.000
AMER GENL FIN            4.65    08/15/10     61.000
AMER GENL FIN            4.70    12/15/09     73.764
AMER GENL FIN            4.70    10/15/10     56.555
AMER GENL FIN            4.75    04/15/10     70.014
AMER GENL FIN            4.75    06/15/10     39.500
AMER GENL FIN            4.75    08/15/10     59.328
AMER GENL FIN            4.80    08/15/09     83.755
AMER GENL FIN            4.85    10/15/09     78.801
AMER GENL FIN            4.85    12/15/09     77.988
AMER GENL FIN            4.88    05/15/10     51.500
AMER GENL FIN            4.88    06/15/10     68.625
AMER GENL FIN            4.88    07/15/12     48.195
AMER GENL FIN            4.90    12/15/09     82.580
AMER GENL FIN            4.90    03/15/11     52.210
AMER GENL FIN            4.95    11/15/10     55.815
AMER GENL FIN            5.00    09/15/09     86.250
AMER GENL FIN            5.00    01/15/10     65.000
AMER GENL FIN            5.00    06/15/10     78.843
AMER GENL FIN            5.00    09/15/10     55.481
AMER GENL FIN            5.00    11/15/10     43.500
AMER GENL FIN            5.00    12/15/10     73.000
AMER GENL FIN            5.00    12/15/10     50.880
AMER GENL FIN            5.00    01/15/11     51.700
AMER GENL FIN            5.00    06/15/11     39.350
AMER GENL FIN            5.10    06/15/09     92.934
AMER GENL FIN            5.10    09/15/09     78.625
AMER GENL FIN            5.10    09/15/10     58.626
AMER GENL FIN            5.10    03/15/11     54.971
AMER GENL FIN            5.15    06/15/09     97.500
AMER GENL FIN            5.15    06/15/09     90.388
AMER GENL FIN            5.15    08/15/09     85.813
AMER GENL FIN            5.15    09/15/09     50.000
AMER GENL FIN            5.20    06/15/10     65.500
AMER GENL FIN            5.25    06/15/09     40.750
AMER GENL FIN            5.25    06/15/09     89.326
AMER GENL FIN            5.25    07/15/10     60.800
AMER GENL FIN            5.30    06/15/09     75.000
AMER GENL FIN            5.30    06/15/09     90.324
AMER GENL FIN            5.35    06/15/10     62.403
AMER GENL FIN            5.35    07/15/10     52.500
AMER GENL FIN            5.35    09/15/11     53.000
AMER GENL FIN            5.38    09/01/09     79.800
AMER GENL FIN            5.38    10/01/12     45.750
AMER GENL FIN            5.40    06/15/11     51.187
AMER GENL FIN            5.40    06/15/11     51.187
AMER GENL FIN            5.45    09/15/09     81.530
AMER GENL FIN            5.45    06/15/11     51.082
AMER GENL FIN            5.50    06/15/09     89.387
AMER GENL FIN            5.50    12/15/10     43.500
AMER GENL FIN            5.60    06/15/11     51.427
AMER GENL FIN            5.63    08/17/11     51.000
AMER GENL FIN            5.65    07/15/10     66.706
AMER GENL FIN            6.25    07/15/10     79.313
AMER GENL FIN            6.25    07/15/11     49.000
AMER GENL FIN            6.25    07/15/11     51.654
AMER GENL FIN            7.75    09/15/10     75.000
AMER GENL FIN            7.85    08/15/10     65.000
AMER GENL FIN            7.90    09/15/10     60.530
AMER GENL FIN            8.00    08/15/10     59.733
AMER GENL FIN            8.00    09/15/10     66.662
AMER GENL FIN            8.10    09/15/11     51.922
AMER GENL FIN            8.13    08/15/09     90.000
AMER GENL FIN            8.15    08/15/11     55.000
AMER GENL FIN            8.20    09/15/11     52.086
AMER GENL FIN            8.38    08/15/11     54.021
AMER GENL FIN            8.45    10/15/09     80.000
ALLIED CAP CORP          6.00    04/01/12     13.125
ALLIED CAP CORP          6.63    07/15/11     20.000
ALION SCIENCE           10.25    02/01/15     20.000
AMD                      5.75    08/15/12     39.250
AMD                      7.75    11/01/12     39.250
AMES TRUE TEMPER        10.00    07/15/12     34.900
AMR CORP                10.13    06/15/11     47.750
AMR CORP                10.42    03/15/11     60.000
AMR CORP                10.45    03/10/11     60.000
AMER MEDIA OPER          8.88    01/15/11     30.000
APPLETON PAPERS          9.75    06/15/14     22.500
ARVIN INDUSTRIES         7.13    03/15/09     96.500
ARVINMERITOR             8.13    09/15/15     23.000
ARVINMERITOR             8.75    03/01/12     27.050
ALERIS INTL INC          9.00    12/15/14      2.100
ALERIS INTL INC         10.00    12/15/16      2.100
METALDYNE CORP          11.00    06/15/12     11.287
ASHTON WOODS USA         9.50    10/01/15     19.500
AT HOME CORP             0.52    12/28/18      0.062
AVENTINE RENEW          10.00    04/01/17     22.750
AMER AXLE & MFG          5.25    02/11/14     22.430
AMER AXLE & MFG          7.88    03/01/17     15.000
BANK OF AMERICA          7.40    01/15/11     88.500
MERRILL LYNCH            9.00    03/09/11     83.000
MERRILL LYNCH           12.00    03/26/10     19.880
BANK NEW ENGLAND         9.88    09/15/99      5.375
BARRINGTON BROAD        10.50    08/15/14     10.375
BURLINGTON COAT         11.13    04/15/14     31.500
BELL MICROPRODUC         3.75    03/05/24     18.000
BELL MICROPRODUC         3.75    03/05/24     15.625
BANKUNITED CAP           3.13    03/01/34      9.375
BON-TON DEPT STR        10.25    03/15/14     16.000
BON-TON DEPT STR        10.25    03/15/14     11.750
BRODER BROS CO          11.25    10/15/10     24.250
BROOKSTONE CO           12.00    10/15/12     48.875
BROOKSTONE CO           12.00    10/15/12     48.500
BUFFALO THUNDER          9.38    12/15/14      8.500
BEAZER HOMES USA         4.63    06/15/24     31.000
BEAZER HOMES USA         6.50    11/15/13     28.000
BEAZER HOMES USA         6.88    07/15/15     27.500
BEAZER HOMES USA         8.38    04/15/12     36.000
BEAZER HOMES USA         8.63    05/15/11     52.500
CITIGROUP INC            5.63    08/27/12     77.403
CAPMARK FINL GRP         5.88    05/10/12     36.500
CAPMARK FINL GRP         6.30    05/10/17     28.715
AVIS BUDGET CAR          7.63    05/15/14     26.860
COMPUCREDIT              3.63    05/30/25     29.000
CLEAR CHANNEL            4.25    05/15/09     68.750
CLEAR CHANNEL            4.40    05/15/11     19.000
CLEAR CHANNEL            4.50    01/15/10     30.000
CLEAR CHANNEL            4.90    05/15/15     17.250
CLEAR CHANNEL            5.00    03/15/12      9.375
CLEAR CHANNEL            5.50    09/15/14     14.400
CLEAR CHANNEL            5.50    12/15/16     10.000
CLEAR CHANNEL            5.75    01/15/13     10.000
CLEAR CHANNEL            6.25    03/15/11     18.250
CLEAR CHANNEL            6.88    06/15/18      9.500
CLEAR CHANNEL            7.25    10/15/27     19.000
CLEAR CHANNEL            7.65    09/15/10     64.000
CLEAR CHANNEL           10.75    08/01/16     18.000
COEUR D'ALENE            1.25    01/15/24     38.500
COEUR D'ALENE            3.25    03/15/28     30.500
CITADEL BROADCAS         4.00    02/15/11     40.250
CELL GENESYS INC         3.13    11/01/11     40.000
GREAT LAKES CHEM         7.00    07/15/09     65.000
CHAPARRAL ENERGY         8.50    12/01/15     22.500
CHAPARRAL ENERGY         8.88    02/01/17     23.000
CHAMPION ENTERPR         7.63    05/15/09     91.000
CHARTER COMM INC         6.50    10/01/27      5.500
CCH I LLC                9.92    04/01/14      3.950
CCH I LLC               10.00    05/15/14      9.000
CCH I LLC               10.00    05/15/14      3.750
CCH I/CCH I CP          11.00    10/01/15     14.000
CCH I/CCH I CP          11.00    10/01/15     35.000
CCH I/CCH I CP          11.00    10/01/15     35.000
CCH I/CCH I CP          11.00    10/01/15      9.250
CHARTER COMM HLD        11.13    01/15/11      5.060
CCH I LLC               11.13    01/15/14      2.500
CLAIRE'S STORES          9.25    06/01/15     23.000
CLAIRE'S STORES         10.50    06/01/17     16.750
CMP SUSQUEHANNA          9.88    05/15/14      4.125
COLONIAL BANK            8.00    03/15/09     89.800
NEW PLAN REALTY          6.90    02/15/28     17.545
NEW PLAN REALTY          6.90    02/15/28     10.325
NEW PLAN EXCEL           7.40    09/15/09     80.260
NEW PLAN REALTY          7.65    11/02/26     18.000
NEW PLAN REALTY          7.97    08/14/26     17.550
CONSTAR INTL            11.00    12/01/12      4.000
CONEXANT SYSTEMS         4.00    03/01/26     43.031
COOPER-STANDARD          7.00    12/15/12     15.500
COOPER-STANDARD          8.38    12/15/14     19.000
CALLON PETROLEUM         9.75    12/08/10     52.000
CITIZENS REPUB           5.75    02/01/13     24.750
CARAUSTAR INDS           7.38    06/01/09     54.470
DECODE GENETICS          3.50    04/15/11      5.000
DECODE GENETICS          3.50    04/15/11      8.250
DEVELOPERS DIVER         3.50    08/15/11     42.625
DEVELOPERS DIVER         3.50    08/15/11     44.020
DUNE ENERGY INC         10.50    06/01/12     35.500
DOLE FOODS CO            8.63    05/01/09     99.000
DELPHI CORP              6.50    08/15/13      1.000
DELPHI CORP              8.25    10/15/33      0.500
DUANE READE INC          9.75    08/01/11     56.125
DRIVETIME AUTO          11.25    07/01/13     42.750
DAYTON SUPERIOR         13.00    06/15/09     59.500
ENERGY XXI GULF         10.00    06/15/13     40.500
EMIGRANT BANCORP         6.25    06/15/14     27.875
EOP OPERATING LP         7.00    07/15/11     38.930
EPIX MEDICAL INC         3.00    06/15/24     35.250
ENERGY PARTNERS          9.75    04/15/14     30.500
EVERGREEN SOLAR          4.00    07/15/13     27.000
E*TRADE FINL             8.00    06/15/11     57.000
FORD MOTOR CRED          4.50    03/20/09     96.550
FORD MOTOR CRED          4.90    10/20/09     81.500
FORD MOTOR CRED          4.90    10/20/09     76.910
FORD MOTOR CRED          5.00    09/21/09     78.940
FORD MOTOR CRED          5.00    09/21/09     78.690
FORD MOTOR CRED          5.00    01/20/11     50.530
FORD MOTOR CRED          5.00    02/22/11     48.000
FORD MOTOR CRED          5.05    09/21/09     78.500
FORD MOTOR CRED          5.10    11/20/09     76.000
FORD MOTOR CRED          5.10    02/22/11     54.000
FORD MOTOR CRED          5.15    01/20/11     50.110
FORD MOTOR CRED          5.20    07/20/09     88.000
FORD MOTOR CRED          5.20    03/21/11     40.910
FORD MOTOR CRED          5.20    03/21/11     48.000
FORD MOTOR CRED          5.25    01/20/10     71.841
FORD MOTOR CRED          5.25    02/22/11     53.125
FORD MOTOR CRED          5.25    03/21/11     55.522
FORD MOTOR CRED          5.25    03/21/11     40.830
FORD MOTOR CRED          5.30    03/21/11     48.875
FORD MOTOR CRED          5.35    05/20/09     86.900
FORD MOTOR CRED          5.35    12/21/09     77.500
FORD MOTOR CRED          5.35    02/22/11     45.000
FORD MOTOR CRED          5.40    12/21/09     74.000
FORD MOTOR CRED          5.40    01/20/11     51.130
FORD MOTOR CRED          5.40    09/20/11     47.500
FORD MOTOR CRED          5.40    10/20/11     41.000
FORD MOTOR CRED          5.45    06/21/10     58.000
FORD MOTOR CRED          5.45    04/20/11     47.430
FORD MOTOR CRED          5.45    10/20/11     43.860
FORD MOTOR CRED          5.50    01/20/10     66.000
FORD MOTOR CRED          5.50    02/22/10     71.000
FORD MOTOR CRED          5.50    02/22/10     66.105
FORD MOTOR CRED          5.50    02/22/10     62.216
FORD MOTOR CRED          5.50    04/20/11     53.000
FORD MOTOR CRED          5.50    09/20/11     37.000
FORD MOTOR CRED          5.55    06/21/10     61.293
FORD MOTOR CRED          5.55    08/22/11     42.000
FORD MOTOR CRED          5.55    09/20/11     41.000
FORD MOTOR CRED          5.60    04/20/11     48.000
FORD MOTOR CRED          5.60    08/22/11     21.010
FORD MOTOR CRED          5.60    09/20/11     41.220
FORD MOTOR CRED          5.60    11/21/11     44.000
FORD MOTOR CRED          5.60    11/21/11     42.546
FORD MOTOR CRED          5.65    12/20/10     48.500
FORD MOTOR CRED          5.65    07/20/11     47.000
FORD MOTOR CRED          5.65    11/21/11     47.030
FORD MOTOR CRED          5.65    12/20/11     44.000
FORD MOTOR CRED          5.70    01/15/10     73.875
FORD MOTOR CRED          5.70    03/22/10     64.625
FORD MOTOR CRED          5.70    05/20/11     47.450
FORD MOTOR CRED          5.70    12/20/11     45.500
FORD MOTOR CRED          5.70    01/20/12     42.000
FORD MOTOR CRED          5.75    01/20/10     66.143
FORD MOTOR CRED          5.75    03/22/10     70.000
FORD MOTOR CRED          5.75    12/20/11     35.940
FORD MOTOR CRED          5.75    02/21/12     32.000
FORD MOTOR CRED          5.80    11/22/10     51.820
FORD MOTOR CRED          5.80    08/22/11     49.020
FORD MOTOR CRED          5.85    06/21/10     60.000
FORD MOTOR CRED          5.85    07/20/10     58.200
FORD MOTOR CRED          5.85    01/20/12     40.590
FORD MOTOR CRED          5.90    07/20/11     42.000
FORD MOTOR CRED          5.95    05/20/10     60.080
FORD MOTOR CRED          6.00    06/21/10     67.000
FORD MOTOR CRED          6.00    10/20/10     49.000
US LEASING INTL          6.00    09/06/11     15.000
FORD MOTOR CRED          6.00    01/20/12     43.000
FORD MOTOR CRED          6.00    01/21/14     32.000
FORD MOTOR CRED          6.00    03/20/14     25.000
FORD MOTOR CRED          6.00    03/20/14     24.620
FORD MOTOR CRED          6.00    03/20/14     28.000
FORD MOTOR CRED          6.00    11/20/14     21.720
FORD MOTOR CRED          6.00    01/20/15     24.000
FORD MOTOR CRED          6.05    07/20/10     58.000
FORD MOTOR CRED          6.05    06/20/11     42.900
FORD MOTOR CRED          6.05    02/20/14     24.970
FORD MOTOR CRED          6.05    12/22/14     20.000
FORD MOTOR CRED          6.10    06/20/11     32.000
FORD MOTOR CRED          6.15    09/20/10     62.000
FORD MOTOR CRED          6.15    05/20/11     32.000
FORD MOTOR CRED          6.20    05/20/11     41.000
FORD MOTOR CRED          6.20    06/20/11     48.000
FORD MOTOR CRED          6.20    04/21/14     26.000
FORD MOTOR CRED          6.25    06/20/11     39.900
FORD MOTOR CRED          6.25    06/20/11     46.550
FORD MOTOR CRED          6.25    12/20/13     26.420
FORD MOTOR CRED          6.25    04/21/14     28.000
FORD MOTOR CRED          6.25    01/20/15     23.250
FORD MOTOR CRED          6.30    05/20/10     68.500
FORD MOTOR CRED          6.30    05/20/14     28.630
FORD MOTOR CRED          6.35    09/20/10     56.000
FORD MOTOR CRED          6.35    09/20/10     53.800
FORD MOTOR CRED          6.35    04/21/14     30.000
FORD MOTOR CO            6.38    02/01/29     15.550
FORD MOTOR CRED          6.50    08/20/10     50.000
FORD MOTOR CRED          6.50    12/20/13     32.175
FORD MOTOR CRED          6.50    02/20/15     22.740
FORD MOTOR CO            6.50    08/01/18     18.750
FORD MOTOR CRED          6.55    08/20/10     59.000
FORD MOTOR CO            6.63    02/15/28     14.191
FORD MOTOR CO            6.63    10/01/28     17.500
FORD MOTOR CRED          6.65    10/21/13     26.990
FORD MOTOR CRED          6.65    06/20/14     25.477
FORD MOTOR CRED          6.75    10/21/13     31.000
FORD MOTOR CRED          6.80    06/20/14     25.920
FORD MOTOR CRED          6.85    09/20/13     29.120
FORD MOTOR CRED          6.85    05/20/14     26.880
FORD MOTOR CRED          6.85    06/20/14     28.000
FORD MOTOR CRED          6.95    05/20/14     24.900
FORD MOTOR CRED          7.00    08/15/12     32.000
FORD MOTOR CRED          7.10    09/20/13     27.000
FORD MOTOR CO            7.13    11/15/25     13.000
FORD MOTOR CRED          7.25    03/22/10     61.066
FORD MOTOR CRED          7.35    03/20/15     25.750
FORD MOTOR CRED          7.38    10/28/09     81.700
FORD MOTOR CO            7.40    11/01/46     18.750
FORD MOTOR CO            7.45    07/16/31     20.000
FORD MOTOR CO            7.50    08/01/26     17.000
FORD MOTOR CO            7.70    05/15/97     16.900
FORD MOTOR CO            7.75    06/15/43     14.550
FORD MOTOR CRED          7.88    06/15/10     70.375
FORD MOTOR CRED          8.63    11/01/10     68.000
FORD MOTOR CO            8.88    01/15/22     19.000
FORD MOTOR CO            8.90    01/15/32     19.450
FORD MOTOR CO            9.22    09/15/21     19.550
FORD HOLDINGS            9.30    03/01/30     12.500
FORD HOLDINGS            9.38    03/01/20     17.010
FORD MOTOR CO            9.50    09/15/11     34.000
FORD MOTOR CO            9.95    02/15/32     16.000
FORD MOTOR CO            9.98    02/15/47     20.538
FONTAINEBLEAU LA        11.00    06/15/15      7.000
FIRST DATA CORP          4.50    06/15/10     55.000
FIRST DATA CORP          4.70    08/01/13     25.120
FIRST DATA CORP          5.63    11/01/11     37.875
FGIC CORP                6.00    01/15/34     10.500
FINLAY FINE JWLY         8.38    06/01/12      7.960
FINISAR CORP             2.50    10/15/10     52.375
FOX ACQUISITION         13.38    07/15/16     35.125
FRONTIER AIRLINE         5.00    12/15/25     17.500
FREESCALE SEMICO         8.88    12/15/14     29.750
FREESCALE SEMICO         8.88    12/15/14     20.500
FREESCALE SEMICO        10.13    12/15/16     28.250
FREESCALE SEMICO        10.13    12/15/16     13.625
FLOTEK INDS              5.25    02/15/28     27.000
FIBERTOWER CORP          9.00    11/15/12     28.750
G-I HOLDINGS            10.00    02/15/06      1.600
MEDIANEWS GROUP          6.38    04/01/14      4.250
MEDIANEWS GROUP          6.88    10/01/13      4.250
GEORGIA GULF CRP         7.13    12/15/13     33.000
GEORGIA GULF CRP         9.50    10/15/14     13.750
GEORGIA GULF CRP        10.75    10/15/16      4.917
GGP LP                   3.98    04/15/27      8.807
ROUSE CO LP/TRC          6.75    05/01/13     34.824
ROUSE COMPANY            7.20    09/15/12     34.750
ROUSE COMPANY            8.00    04/30/09     35.454
GENERAL MOTORS           6.75    05/01/28     12.000
GENERAL MOTORS           7.13    07/15/13     16.750
GENERAL MOTORS           7.20    01/15/11     16.520
GENERAL MOTORS           7.38    05/23/48     12.010
GENERAL MOTORS           7.40    09/01/25     12.800
GENERAL MOTORS           7.70    04/15/16     14.157
GENERAL MOTORS           8.10    06/15/24     14.500
GENERAL MOTORS           8.25    07/15/23     14.500
GENERAL MOTORS           8.38    07/15/33     15.563
GENERAL MOTORS           8.80    03/01/21     12.300
GENERAL MOTORS           9.40    07/15/21     17.100
GENERAL MOTORS           9.45    11/01/11     16.770
GMAC LLC                 4.10    03/15/09     94.000
GMAC LLC                 4.10    03/15/09     98.125
GMAC LLC                 4.15    04/15/09     88.500
GMAC LLC                 4.25    03/15/09     97.625
GMAC LLC                 4.50    04/15/09     83.000
GMAC LLC                 4.50    04/15/09     93.500
GMAC LLC                 4.60    04/15/09     91.000
GMAC LLC                 4.70    05/15/09     86.000
GMAC LLC                 4.85    05/15/09     84.440
GMAC LLC                 4.90    10/15/09     78.000
GMAC LLC                 4.90    10/15/09     71.500
GMAC LLC                 4.95    10/15/09     73.000
GMAC LLC                 5.00    08/15/09     73.000
GMAC LLC                 5.00    08/15/09     77.000
GMAC LLC                 5.00    09/15/09     73.000
GMAC LLC                 5.00    09/15/09     75.750
GMAC LLC                 5.00    09/15/09     77.000
GMAC LLC                 5.00    10/15/09     71.300
GMAC LLC                 5.05    07/15/09     68.250
GMAC LLC                 5.10    07/15/09     73.770
GMAC LLC                 5.10    08/15/09     66.500
GMAC LLC                 5.10    09/15/09     70.000
GMAC LLC                 5.20    11/15/09     60.000
GMAC LLC                 5.20    11/15/09     65.860
GMAC LLC                 5.25    05/15/09     80.475
GMAC LLC                 5.25    06/15/09     81.500
GMAC LLC                 5.25    07/15/09     75.000
GMAC LLC                 5.25    07/15/09     72.500
GMAC LLC                 5.25    08/15/09     77.000
GMAC LLC                 5.25    08/15/09     65.872
GMAC LLC                 5.25    11/15/09     76.000
GMAC LLC                 5.25    11/15/09     73.000
GMAC LLC                 5.30    01/15/10     60.490
GMAC LLC                 5.35    06/15/09     75.000
GMAC LLC                 5.35    11/15/09     63.676
GMAC LLC                 5.35    12/15/09     60.000
GMAC LLC                 5.35    12/15/09     76.000
GMAC LLC                 5.35    01/15/14     28.110
GMAC LLC                 5.40    05/15/09     80.000
GMAC LLC                 5.40    06/15/09     84.500
GMAC LLC                 5.40    12/15/09     73.500
GMAC LLC                 5.40    12/15/09     71.750
GMAC LLC                 5.50    06/15/09     76.000
GMAC LLC                 5.50    06/15/09     72.089
GMAC LLC                 5.50    01/15/10     66.000
GMAC LLC                 5.63    05/15/09     91.000
GMAC LLC                 5.75    01/15/10     69.200
GMAC LLC                 5.85    03/15/09     97.370
GMAC LLC                 5.85    02/15/10     73.500
GMAC LLC                 5.85    06/15/13     33.111
GMAC LLC                 5.85    06/15/13     28.275
GMAC LLC                 6.00    03/15/09     97.000
GMAC LLC                 6.00    03/15/09     95.875
GMAC LLC                 6.00    04/15/09     94.112
GMAC LLC                 6.00    01/15/10     67.000
GMAC LLC                 6.00    02/15/10     60.000
GMAC LLC                 6.00    02/15/10     59.500
GMAC LLC                 6.00    07/15/13     35.000
GMAC LLC                 6.05    03/15/10     66.250
GMAC LLC                 6.10    04/15/09     93.500
GMAC LLC                 6.10    05/15/09     44.750
GMAC LLC                 6.15    04/15/09     92.000
GMAC LLC                 6.15    03/15/10     65.500
GMAC LLC                 6.15    11/15/13     27.920
GMAC LLC                 6.15    12/15/13     29.000
GMAC LLC                 6.25    05/15/09     93.050
GMAC LLC                 6.25    03/15/13     28.750
GMAC LLC                 6.25    07/15/13     28.280
GMAC LLC                 6.25    10/15/13     29.694
GMAC LLC                 6.30    06/15/09     83.910
GMAC LLC                 6.30    06/15/09     88.000
GMAC LLC                 6.30    07/15/09     84.720
GMAC LLC                 6.30    10/15/13     30.000
GMAC LLC                 6.30    11/15/13     29.480
GMAC LLC                 6.38    06/15/10     67.500
GMAC LLC                 6.38    08/01/13     29.290
GMAC LLC                 6.40    03/15/13     30.090
GMAC LLC                 6.50    06/15/09     71.650
GMAC LLC                 6.50    07/15/09     84.500
GMAC LLC                 6.50    10/15/09     73.000
GMAC LLC                 6.50    03/15/10     61.000
GMAC LLC                 6.50    07/15/12     38.000
GMAC LLC                 6.50    02/15/13     32.000
GMAC LLC                 6.50    03/15/13     25.670
GMAC LLC                 6.50    05/15/13     33.000
GMAC LLC                 6.50    06/15/13     25.000
GMAC LLC                 6.50    08/15/13     26.706
GMAC LLC                 6.50    11/15/13     27.920
GMAC LLC                 6.63    10/15/11     37.314
GMAC LLC                 6.65    02/15/13     33.250
GMAC LLC                 6.70    07/15/09     89.250
GMAC LLC                 6.70    05/15/14     27.610
GMAC LLC                 6.70    05/15/14     27.890
GMAC LLC                 6.70    06/15/14     26.910
GMAC LLC                 6.70    06/15/18     18.640
GMAC LLC                 6.75    09/15/11     33.880
GMAC LLC                 6.75    10/15/11     45.200
GMAC LLC                 6.75    10/15/11     36.560
GMAC LLC                 6.75    07/15/12     35.500
GMAC LLC                 6.75    09/15/12     33.000
GMAC LLC                 6.75    09/15/12     31.875
GMAC LLC                 6.75    04/15/13     32.830
GMAC LLC                 6.75    06/15/14     28.575
GMAC LLC                 6.80    07/15/09     69.910
GMAC LLC                 6.80    11/15/09     73.310
GMAC LLC                 6.80    12/15/09     65.000
GMAC LLC                 6.80    02/15/13     36.000
GMAC LLC                 6.80    04/15/13     27.875
GMAC LLC                 6.85    07/15/09     86.670
GMAC LLC                 6.85    10/15/09     67.000
GMAC LLC                 6.88    04/15/13     36.000
GMAC LLC                 6.88    07/15/18     20.120
GMAC LLC                 6.90    06/15/09     87.637
GMAC LLC                 6.90    06/15/17     21.000
GMAC LLC                 7.00    07/15/09     70.340
GMAC LLC                 7.00    08/15/09     69.650
GMAC LLC                 7.00    09/15/09     77.430
GMAC LLC                 7.00    09/15/09     80.500
GMAC LLC                 7.00    10/15/09     67.755
GMAC LLC                 7.00    11/15/09     73.000
GMAC LLC                 7.00    11/15/09     71.900
GMAC LLC                 7.00    12/15/09     77.250
GMAC LLC                 7.00    12/15/09     63.114
GMAC LLC                 7.00    03/15/10     66.130
GMAC LLC                 7.00    10/15/11     43.000
GMAC LLC                 7.00    09/15/12     33.000
GMAC LLC                 7.00    10/15/12     32.830
GMAC LLC                 7.00    11/15/12     34.000
GMAC LLC                 7.00    12/15/12     32.982
GMAC LLC                 7.00    01/15/13     31.560
GMAC LLC                 7.00    06/15/17     22.380
GMAC LLC                 7.05    10/15/09     80.000
GMAC LLC                 7.05    03/15/18     19.752
GMAC LLC                 7.10    09/15/12     32.841
GMAC LLC                 7.10    01/15/13     33.000
GMAC LLC                 7.10    01/15/13     33.850
GMAC LLC                 7.13    08/15/09     73.500
GMAC LLC                 7.13    08/15/12     35.000
GMAC LLC                 7.15    08/15/09     70.500
GMAC LLC                 7.15    09/15/18     21.000
GMAC LLC                 7.20    08/15/09     84.840
GMAC LLC                 7.20    10/15/17     20.915
GMAC LLC                 7.25    11/15/09     76.607
GMAC LLC                 7.25    01/15/10     66.867
GMAC LLC                 7.25    08/15/12     35.000
GMAC LLC                 7.25    12/15/12     38.000
GMAC LLC                 7.25    09/15/17     21.008
GMAC LLC                 7.25    09/15/17     22.250
GMAC LLC                 7.30    12/15/17     20.000
GMAC LLC                 7.30    01/15/18     21.000
GMAC LLC                 7.30    01/15/18     18.000
GMAC LLC                 7.35    04/15/18     19.420
GMAC LLC                 7.38    11/15/16     21.000
GMAC LLC                 7.50    10/15/12     35.200
GMAC LLC                 7.50    11/15/16     21.000
GMAC LLC                 7.50    08/15/17     25.000
GMAC LLC                 7.55    08/15/10     30.000
GMAC LLC                 7.63    11/15/12     33.890
GMAC LLC                 7.70    08/15/10     66.000
GMAC LLC                 7.75    10/15/12     40.190
GMAC LLC                 7.75    10/15/17     23.490
GMAC LLC                 7.85    08/15/10     66.785
GMAC LLC                 8.00    06/15/10     64.997
GMAC LLC                 8.00    06/15/10     60.000
GMAC LLC                 8.00    06/15/10     65.000
GMAC LLC                 8.00    07/15/10     67.786
GMAC LLC                 8.00    09/15/10     30.000
GMAC LLC                 8.00    08/15/15     16.000
GMAC LLC                 8.00    10/15/17     19.150
GMAC LLC                 8.05    04/15/10     67.000
GMAC LLC                 8.20    07/15/10     62.000
GMAC LLC                 8.25    09/15/12     20.274
GMAC LLC                 8.40    04/15/10     72.000
GMAC LLC                 8.40    08/15/15     25.100
GMAC LLC                 8.50    05/15/10     66.000
GMAC LLC                 8.50    10/15/10     64.020
GMAC LLC                 8.50    08/15/15     23.000
GMAC LLC                 8.65    08/15/15     30.500
GMAC LLC                 8.88    06/01/10     78.000
GMAC LLC                 9.00    07/15/15     26.220
ASARCO INC               7.88    04/15/13     23.500
OUTBOARD MARINE          9.13    04/15/17      3.000
GENCORP INC              4.00    01/16/24     63.000
REALOGY CORP            10.50    04/15/14     20.500
REALOGY CORP            10.50    04/15/14     37.500
REALOGY CORP            12.38    04/15/15     12.500
REALOGY CORP            12.38    04/15/15      8.500
HAIGHTS CROSS OP        11.75    08/15/11     38.625
HAWKER BEECHCRAF         8.50    04/01/15     20.000
HAWKER BEECHCRAF         9.75    04/01/17     11.500
HARRAHS OPER CO          5.38    12/15/13      6.750
HARRAHS OPER CO          5.50    07/01/10     78.949
HARRAHS OPER CO          5.63    06/01/15      5.770
HARRAHS OPER CO          5.75    10/01/17      6.000
HARRAHS OPER CO          6.50    06/01/16      6.000
PARK PLACE ENT           7.00    04/15/13     29.500
PARK PLACE ENT           7.50    09/01/09     60.250
PARK PLACE ENT           7.88    03/15/10     27.750
HARRAHS OPER CO          8.00    02/01/11     23.830
PARK PLACE ENT           8.13    05/15/11     18.250
PARK PLACE ENT           8.13    05/15/11     16.000
HARRAHS OPER CO         10.00    12/15/15     26.375
HARRAHS OPER CO         10.00    12/15/18     25.855
HARRAHS OPER CO         10.75    02/01/16     12.750
HARRAHS OPER CO         10.75    02/01/16     13.500
HARRAHS OPER CO         10.75    02/01/18      7.500
HILTON HOTELS            7.20    12/15/09     80.000
HILTON HOTELS            7.50    12/15/17     16.809
HILTON HOTELS            8.25    02/15/11     39.000
HARRY & DAVID OP         9.00    03/01/13     15.500
155 E TROPICANA          8.75    04/01/12     44.125
HINES NURSERIES         10.25    10/01/11     13.750
K HOVNANIAN ENTR         6.25    01/15/15     28.500
K HOVNANIAN ENTR         6.50    01/15/14     27.000
K HOVNANIAN ENTR         7.75    05/15/13     26.500
K HOVNANIAN ENTR         8.00    04/01/12     38.500
K HOVNANIAN ENTR         8.88    04/01/12     28.000
HUTCHINSON TECH          3.25    01/15/26     29.500
HERTZ CORP               7.40    03/01/11     49.250
HEADWATERS INC           2.88    06/01/16     30.050
HAWAIIAN TELCOM          9.75    05/01/13      5.750
HAWAIIAN TELCOM         12.50    05/01/15      0.845
BORDEN INC               7.88    02/15/23      1.000
BORDEN INC               8.38    04/15/16      1.000
BORDEN INC               9.20    03/15/21      7.000
HEXION US/NOVA           9.75    11/15/14     18.000
IDEARC INC               8.00    11/15/16      5.750
IDEARC INC               8.00    11/15/16      1.500
INCYTE CORP LTD          3.50    02/15/11     54.000
INCYTE CORP              3.50    02/15/11     51.000
INDIANAPOLIS DOW        11.00    11/01/12     48.375
INN OF THE MOUNT        12.00    11/15/10     12.250
INTCOMEX INC            11.75    01/15/11     33.000
KEYSTONE AUTO OP         9.75    11/01/13     29.000
KEMET CORP               2.25    11/15/26     17.000
KKR FINANCIAL            7.00    07/15/12     40.000
KIMBALL HILL INC        10.50    12/15/12      0.250
KAISER ALUMINUM         12.75    02/01/03      4.000
KELLWOOD CO              7.63    10/15/17      5.000
KELLWOOD CO              7.88    07/15/09     45.000
LITHIA MOTORS            2.88    05/01/14     90.000
LAZYDAYS RV             11.75    05/15/12     34.250
LAZYDAYS RV             11.75    05/15/12     10.000
LECROY CORP              4.00    10/15/26     35.250
LEAR CORP                5.75    08/01/14     23.905
LEAR CORP                8.50    12/01/13     18.000
LEAR CORP                8.75    12/01/16     19.375
LEAR CORP                8.75    12/01/16     22.000
LEHMAN BROS HLDG         3.95    11/10/09     12.313
LEHMAN BROS HLDG         4.00    04/16/19      7.500
LEHMAN BROS HLDG         4.25    01/27/10     13.313
LEHMAN BROS HLDG         4.38    11/30/10     11.880
LEHMAN BROS HLDG         4.50    07/26/10     13.000
LEHMAN BROS HLDG         4.50    08/03/11      5.000
LEHMAN BROS HLDG         4.70    03/06/13      8.800
LEHMAN BROS HLDG         4.80    02/27/13      5.500
LEHMAN BROS HLDG         4.80    03/13/14     12.500
LEHMAN BROS HLDG         4.80    06/24/23      7.400
LEHMAN BROS HLDG         5.00    01/14/11     12.000
LEHMAN BROS HLDG         5.00    01/22/13      5.063
LEHMAN BROS HLDG         5.00    02/11/13      4.563
LEHMAN BROS HLDG         5.00    03/27/13      6.117
LEHMAN BROS HLDG         5.00    06/26/15      4.250
LEHMAN BROS HLDG         5.00    08/05/15      5.000
LEHMAN BROS HLDG         5.00    12/18/15      6.800
LEHMAN BROS HLDG         5.00    05/28/23      7.131
LEHMAN BROS HLDG         5.00    05/30/23      3.881
LEHMAN BROS HLDG         5.00    06/10/23      2.310
LEHMAN BROS HLDG         5.00    06/17/23      9.150
LEHMAN BROS HLDG         5.10    01/28/13      7.500
LEHMAN BROS HLDG         5.10    02/15/20      6.640
LEHMAN BROS HLDG         5.15    02/04/15     10.150
LEHMAN BROS HLDG         5.20    05/13/20      4.666
LEHMAN BROS HLDG         5.25    02/06/12     13.500
LEHMAN BROS HLDG         5.25    02/11/15      7.500
LEHMAN BROS HLDG         5.25    03/08/20      6.000
LEHMAN BROS HLDG         5.25    05/20/23      7.000
LEHMAN BROS HLDG         5.35    02/25/18      4.950
LEHMAN BROS HLDG         5.35    03/13/20      4.503
LEHMAN BROS HLDG         5.35    06/14/30      9.200
LEHMAN BROS HLDG         5.38    05/06/23      3.330
LEHMAN BROS HLDG         5.40    03/06/20      5.401
LEHMAN BROS HLDG         5.40    03/20/20      4.027
LEHMAN BROS HLDG         5.40    03/30/29      3.310
LEHMAN BROS HLDG         5.40    06/21/30      8.400
LEHMAN BROS HLDG         5.45    03/15/25      3.500
LEHMAN BROS HLDG         5.45    04/06/29      3.550
LEHMAN BROS HLDG         5.45    02/22/30      3.650
LEHMAN BROS HLDG         5.45    07/19/30      4.500
LEHMAN BROS HLDG         5.45    09/20/30      5.870
LEHMAN BROS HLDG         5.50    04/04/16      8.563
LEHMAN BROS HLDG         5.50    02/04/18      3.280
LEHMAN BROS HLDG         5.50    02/19/18     12.000
LEHMAN BROS HLDG         5.50    11/04/18     12.000
LEHMAN BROS HLDG         5.50    02/27/20      7.400
LEHMAN BROS HLDG         5.50    08/19/20      7.500
LEHMAN BROS HLDG         5.50    03/14/23      6.000
LEHMAN BROS HLDG         5.50    04/08/23      7.670
LEHMAN BROS HLDG         5.50    04/15/23      6.300
LEHMAN BROS HLDG         5.50    04/23/23      9.167
LEHMAN BROS HLDG         5.50    08/05/23      5.830
LEHMAN BROS HLDG         5.50    10/07/23      5.400
LEHMAN BROS HLDG         5.50    01/27/29      6.880
LEHMAN BROS HLDG         5.50    02/03/29      2.200
LEHMAN BROS HLDG         5.50    08/02/30      5.000
LEHMAN BROS HLDG         5.55    02/11/18      4.270
LEHMAN BROS HLDG         5.55    03/09/29      4.152
LEHMAN BROS HLDG         5.55    01/25/30      5.131
LEHMAN BROS HLDG         5.55    09/27/30      5.000
LEHMAN BROS HLDG         5.55    12/31/34      5.500
LEHMAN BROS HLDG         5.60    01/22/18      6.000
LEHMAN BROS HLDG         5.60    02/17/29      4.880
LEHMAN BROS HLDG         5.60    02/24/29      6.031
LEHMAN BROS HLDG         5.60    03/02/29      7.500
LEHMAN BROS HLDG         5.60    02/25/30      4.050
LEHMAN BROS HLDG         5.60    05/03/30      9.200
LEHMAN BROS HLDG         5.63    01/24/13     13.563
LEHMAN BROS HLDG         5.63    03/15/30      3.550
LEHMAN BROS HLDG         5.65    11/23/29      8.000
LEHMAN BROS HLDG         5.65    08/16/30      5.500
LEHMAN BROS HLDG         5.65    12/31/34      4.160
LEHMAN BROS HLDG         5.70    01/28/18      7.063
LEHMAN BROS HLDG         5.70    02/10/29      2.560
LEHMAN BROS HLDG         5.70    04/13/29      9.000
LEHMAN BROS HLDG         5.70    09/07/29      3.550
LEHMAN BROS HLDG         5.70    12/14/29      6.000
LEHMAN BROS HLDG         5.75    04/25/11     13.050
LEHMAN BROS HLDG         5.75    07/18/11     12.375
LEHMAN BROS HLDG         5.75    05/17/13     14.500
LEHMAN BROS HLDG         5.75    03/27/23      9.050
LEHMAN BROS HLDG         5.75    10/15/23      7.463
LEHMAN BROS HLDG         5.75    10/21/23      5.000
LEHMAN BROS HLDG         5.75    11/12/23      4.500
LEHMAN BROS HLDG         5.75    11/25/23      6.000
LEHMAN BROS HLDG         5.75    12/16/28      8.900
LEHMAN BROS HLDG         5.75    12/23/28      5.500
LEHMAN BROS HLDG         5.75    08/24/29      8.800
LEHMAN BROS HLDG         5.75    09/14/29      3.200
LEHMAN BROS HLDG         5.75    10/12/29      6.935
LEHMAN BROS HLDG         5.75    03/29/30      9.100
LEHMAN BROS HLDG         5.80    09/03/20      9.500
LEHMAN BROS HLDG         5.80    10/25/30      7.810
LEHMAN BROS HLDG         5.85    11/08/30      9.075
LEHMAN BROS HLDG         5.88    11/15/17     13.250
LEHMAN BROS HLDG         5.90    05/04/29      8.240
LEHMAN BROS HLDG         5.90    02/07/31      2.378
LEHMAN BROS HLDG         5.95    12/20/30     11.250
LEHMAN BROS HLDG         6.00    07/19/12     12.000
LEHMAN BROS HLDG         6.00    01/22/20      7.160
LEHMAN BROS HLDG         6.00    02/12/20      8.600
LEHMAN BROS HLDG         6.00    01/29/21      5.000
LEHMAN BROS HLDG         6.00    10/23/28      8.500
LEHMAN BROS HLDG         6.00    11/18/28      5.875
LEHMAN BROS HLDG         6.00    05/11/29      5.840
LEHMAN BROS HLDG         6.00    07/20/29      9.100
LEHMAN BROS HLDG         6.00    04/30/34      3.444
LEHMAN BROS HLDG         6.00    07/30/34     15.000
LEHMAN BROS HLDG         6.00    02/21/36      3.550
LEHMAN BROS HLDG         6.00    02/24/36      4.544
LEHMAN BROS HLDG         6.00    02/12/37      5.521
LEHMAN BROS HLDG         6.05    06/29/29      1.120
LEHMAN BROS HLDG         6.10    08/12/23      4.261
LEHMAN BROS HLDG         6.15    04/11/31      3.400
LEHMAN BROS HLDG         6.20    09/26/14     13.500
LEHMAN BROS HLDG         6.20    06/15/27      9.100
LEHMAN BROS HLDG         6.20    05/25/29      4.500
LEHMAN BROS HLDG         6.25    02/05/21      5.000
LEHMAN BROS HLDG         6.25    02/22/23      7.000
LEHMAN BROS HLDG         6.30    03/27/37      5.000
LEHMAN BROS HLDG         6.40    10/11/22      7.380
LEHMAN BROS HLDG         6.40    12/19/36      9.750
LEHMAN BROS HLDG         6.50    02/28/23      8.000
LEHMAN BROS HLDG         6.50    03/06/23      5.000
LEHMAN BROS HLDG         6.50    10/18/27      7.250
LEHMAN BROS HLDG         6.50    10/25/27      9.250
LEHMAN BROS HLDG         6.50    01/17/33      8.600
LEHMAN BROS HLDG         6.50    12/22/36      6.000
LEHMAN BROS HLDG         6.50    02/13/37     12.000
LEHMAN BROS HLDG         6.50    06/21/37     11.000
LEHMAN BROS HLDG         6.50    07/13/37      3.000
LEHMAN BROS HLDG         6.60    10/03/22      8.014
LEHMAN BROS HLDG         6.60    06/18/27      6.000
LEHMAN BROS HLDG         6.63    01/18/12     12.500
LEHMAN BROS HLDG         6.63    07/27/27     12.500
LEHMAN BROS HLDG         6.75    12/28/17      0.002
LEHMAN BROS HLDG         6.75    07/01/22      9.610
LEHMAN BROS HLDG         6.75    11/22/27      7.350
LEHMAN BROS HLDG         6.75    03/11/33      9.610
LEHMAN BROS HLDG         6.75    10/26/37      7.100
LEHMAN BROS HLDG         6.80    09/07/32      6.377
LEHMAN BROS HLDG         6.85    08/16/32      6.750
LEHMAN BROS HLDG         6.85    08/23/32      7.250
LEHMAN BROS HLDG         6.88    05/02/18     14.313
LEHMAN BROS HLDG         6.88    07/17/37      0.030
LEHMAN BROS HLDG         6.90    09/01/32      5.000
LEHMAN BROS HLDG         7.00    05/12/23      7.500
LEHMAN BROS HLDG         7.00    09/27/27     13.500
LEHMAN BROS HLDG         7.00    10/04/32      4.300
LEHMAN BROS HLDG         7.00    07/27/37      9.100
LEHMAN BROS HLDG         7.00    09/28/37      4.000
LEHMAN BROS HLDG         7.00    11/16/37      4.347
LEHMAN BROS HLDG         7.00    12/28/37      4.900
LEHMAN BROS HLDG         7.00    01/31/38      5.521
LEHMAN BROS HLDG         7.00    02/01/38      8.063
LEHMAN BROS HLDG         7.00    02/07/38     10.130
LEHMAN BROS HLDG         7.00    02/08/38      8.761
LEHMAN BROS HLDG         7.00    04/22/38      4.600
LEHMAN BROS HLDG         7.05    02/27/38      9.000
LEHMAN BROS HLDG         7.25    02/27/38     11.000
LEHMAN BROS HLDG         7.25    04/29/38      2.000
LEHMAN BROS HLDG         7.35    05/06/38      5.000
LEHMAN BROS INC          7.50    08/01/26      1.000
LEHMAN BROS HLDG         7.73    10/15/23      9.100
LEHMAN BROS HLDG         7.88    11/01/09     12.313
LEHMAN BROS HLDG         7.88    08/15/10     13.500
LEHMAN BROS HLDG         8.00    03/17/23      8.625
LEHMAN BROS HLDG         8.05    01/15/19      7.670
LEHMAN BROS HLDG         8.50    08/01/15     13.000
LEHMAN BROS HLDG         8.75    12/21/21      1.120
LEHMAN BROS HLDG         8.75    02/06/23      4.000
LEHMAN BROS HLDG         8.80    03/01/15     14.750
LEHMAN BROS HLDG         8.92    02/16/17      7.500
LEHMAN BROS HLDG         9.50    12/28/22      5.000
LEHMAN BROS HLDG         9.50    01/30/23      2.500
LEHMAN BROS HLDG         9.50    02/27/23      5.000
LEHMAN BROS HLDG        10.00    03/13/23      5.000
LEHMAN BROS HLDG        10.38    05/24/24      6.160
LEHMAN BROS HLDG        11.00    10/25/17      5.000
LEHMAN BROS HLDG        11.00    06/22/22      7.550
LEHMAN BROS HLDG        11.50    09/26/22      6.600
LEHMAN BROS HLDG        12.12    09/11/09      8.625
LEHMAN BROS HLDG        18.00    07/14/23      7.125
LENNAR CORP              7.63    03/01/09     99.250
LANDAMERICA              3.13    11/15/33     10.000
LANDAMERICA              3.25    05/15/34     14.500
CHENIERE ENERGY          2.25    08/01/12     16.000
LANDRY'S RESTAUR         9.50    12/15/14    100.430
LOCAL INSIGHT           11.00    12/01/17     23.375
LOEHMANNS CAP           12.00    10/01/11     56.375
LOEHMANNS CAP           13.00    10/01/11     57.625
CREDENCE SYSTEM          3.50    05/15/10     27.125
MILLENNIUM AMER          7.63    11/15/26      7.000
ARCO CHEMICAL CO         9.80    02/01/20     16.500
ARCO CHEMICAL CO        10.25    11/01/10     17.000
MAJESTIC STAR            9.50    10/15/10     30.000
MAJESTIC STAR            9.75    01/15/11      4.500
MAGNA ENTERTAINM         7.25    12/15/09     31.500
MAGNA ENTERTAINM         8.55    06/15/10     40.125
MERISANT CO              9.50    07/15/13      5.900
MERIX CORP               4.00    05/15/13     24.500
MGM MIRAGE               6.00    10/01/09     78.000
MGM GRAND INC            6.00    10/01/09     79.250
MANDALAY RESORT          6.38    12/15/11     54.000
MANDALAY RESORT          6.50    07/31/09     84.500
CIRCUS CIRCUS            7.63    07/15/13     24.500
MGM MIRAGE               8.38    02/01/11     35.500
MGM MIRAGE               8.50    09/15/10     63.500
MANDALAY RESORTS         9.38    02/15/10     57.000
MASONITE CORP           11.00    04/06/15      5.250
MICHAELS STORES         11.38    11/01/16     27.000
MICHAELS STORES         11.38    11/01/16     24.625
KNIGHT RIDDER            4.63    11/01/14     20.000
KNIGHT RIDDER            5.75    09/01/17     20.500
KNIGHT RIDDER            6.88    03/15/29     18.750
KNIGHT RIDDER            7.13    06/01/11     29.460
KNIGHT RIDDER            7.15    11/01/27     13.875
KNIGHT RIDDER            9.88    04/15/09     75.000
MTR GAMING GROUP         9.00    06/01/12     50.250
MTR GAMING GROUP         9.75    04/01/10     75.000
MOMENTIVE PERFOR        11.50    12/01/16     23.000
MOMENTIVE PERFOR        11.50    12/01/16     28.750
MORRIS PUBLISH           7.00    08/01/13      4.943
MRS FIELDS              10.00    10/24/14     25.000
NORTH ATL TRADNG         9.25    03/01/12     22.500
NEFF CORP               10.00    06/01/15     20.125
NETWORK COMMUNIC        10.75    12/01/13     27.750
NEWARK GROUP INC         9.75    03/15/14     15.000
NEWPAGE CORP            10.00    05/01/12     21.000
NEW PAGE CORP           10.00    05/01/12     23.000
NEWPAGE CORP            12.00    05/01/13     14.000
NATL FINANCIAL           0.75    02/01/12     24.500
NELNET INC               5.13    06/01/10     62.500
NORTHERN TEL CAP         7.88    06/15/26     10.000
NORTEK INC               8.50    09/01/14     29.250
NORTEK INC               8.50    09/01/14     21.500
NTK HOLDINGS INC         0.00    03/01/14     12.000
LEINER HEALTH           11.00    06/01/12      0.525
NUVEEN INVEST            5.00    09/15/10     62.750
NUVEEN INVEST            5.50    09/15/15     23.000
NUVEEN INVESTM          10.50    11/15/15     25.375
OLD EVANGELINE          13.00    03/01/10     78.250
OSI RESTAURANT          10.00    06/15/15     25.375
OSI RESTAURANT          10.00    06/15/15     21.500
PANOLAM INDUSTRI        10.75    10/01/13     10.000
RESTAURANT CO           10.00    10/01/13     44.500
PALM HARBOR              3.25    05/15/24     30.000
PLIANT CORP             11.13    09/01/09     15.000
PLIANT CORP             11.63    06/15/09     40.250
PLY GEM INDS             9.00    02/15/12     26.890
HANNA (MA) CO            6.52    02/23/10     60.000
POLYONE CORP             8.88    05/01/12     39.500
PILGRIM'S PRIDE          8.38    05/01/17     21.000
PILGRIMS PRIDE           9.25    11/15/13      7.000
PREGIS CORP             12.38    10/15/13     43.625
PREM ASSET 04-04         4.13    03/12/09     94.375
PRIMUS TELECOM           3.75    09/15/10      3.875
PRIMUS TELECOM           8.00    01/15/14      5.625
PRIMUS TELECOM          12.75    10/15/09      1.200
PRIMUS TELECOMM         14.25    05/20/11     32.187
POPE & TALBOT            8.38    06/01/13      0.600
POWERWAVE TECH           1.88    11/15/24     20.500
POWERWAVE TECH           3.88    10/01/27     18.035
QUALITY DISTRIBU         9.00    11/15/10     39.000
QUANTUM CORP             4.38    08/01/10     44.000
QUANTUM CORP             4.38    08/01/10     39.098
RITE AID CORP            6.88    08/15/13     20.600
RITE AID CORP            6.88    12/15/28     12.875
RITE AID CORP            7.70    02/15/27     18.050
RITE AID CORP            8.13    05/01/10     61.000
RITE AID CORP            8.50    05/15/15     33.500
RITE AID CORP            8.63    03/01/15     28.000
RITE AID CORP            9.25    06/01/13     12.500
RITE AID CORP            9.38    12/15/15     26.188
RITE AID CORP            9.50    06/15/17     25.750
RAFAELLA APPAREL        11.25    06/15/11     59.500
RATHGIBSON INC          11.25    02/15/14     21.875
COLLEGIATE PAC           5.75    12/01/09     78.000
READER'S DIGEST          9.00    02/15/17      8.500
RADIAN GROUP             7.75    06/01/11     51.750
RADIAN GROUP             7.75    06/01/11     52.500
REAL MEX RESTAUR        10.00    04/01/10     75.250
RESIDENTIAL CAP          8.00    02/22/11     35.000
RESIDENTIAL CAP          8.38    06/30/10     47.500
RESIDENTIAL CAP          8.50    06/01/12     37.745
RESIDENTIAL CAP          8.50    04/17/13     32.540
RESIDENTIAL CAP          8.38    06/30/10     47.938
RH DONNELLEY             6.88    01/15/13     12.000
RH DONNELLEY             6.88    01/15/13     10.156
RH DONNELLEY             6.88    01/15/13      4.993
DEX MEDIA INC            8.00    11/15/13      7.250
DEX MEDIA WEST           8.50    08/15/10     41.000
DEX MEDIA WEST           8.50    08/15/10     54.000
RH DONNELLEY             8.88    01/15/16      5.750
RH DONNELLEY             8.88    10/15/17      6.500
RH DONNELLEY             8.88    10/15/17      5.000
DEX MEDIA WEST           9.88    08/15/13     20.000
RH DONNELLEY INC        11.75    05/15/15     20.500
RIVER ROCK ENT           9.75    11/01/11     51.750
US CONCRETE INC          8.38    04/01/14     38.000
ROTECH HEALTHCA          9.50    04/01/12     49.250
RADIO ONE INC            6.38    02/15/13     24.250
RADIO ONE INC            8.88    07/01/11     32.000
RENTECH INC              4.00    04/15/13     19.500
REXNORD CORP            10.13    12/15/12     11.500
SONIC AUTOMOTIVE         5.25    05/07/09     85.000
SONIC AUTOMOTIVE         8.63    08/15/13     36.000
SALEM COMM HLDG          7.75    12/15/10     51.875
SINCLAIR BROAD           3.00    05/15/27     58.000
SECURUS TECH            11.00    09/01/11     64.000
ISTAR FINANCIAL          5.13    04/01/11     40.386
ISTAR FINANCIAL          5.13    04/01/11     39.750
ISTAR FINANCIAL          5.15    03/01/12     37.165
ISTAR FINANCIAL          5.38    04/15/10     52.000
ISTAR FINANCIAL          5.50    06/15/12     39.000
ISTAR FINANCIAL          5.65    09/15/11     37.750
ISTAR FINANCIAL          5.80    03/15/11     43.000
ISTAR FINANCIAL          6.00    12/15/10     51.000
SPHERIS INC             11.00    12/15/12     31.500
SIMMONS CO               7.88    01/15/14     14.125
XM SATELLITE             9.75    05/01/14     24.500
XM SATELLITE            10.00    12/01/09     42.000
XM SATELLITE            10.00    12/31/09     38.000
SIX FLAGS INC            4.50    05/15/15     16.375
SIX FLAGS INC            8.88    02/01/10     20.500
SIX FLAGS INC            9.63    06/01/14     18.000
SIX FLAGS INC            4.50    05/15/15     15.938
ALABAMA POWER            5.50    10/01/42     70.000
SPACEHAB INC             5.50    10/15/10     51.100
SPECTRUM BRANDS         12.50    10/02/13     18.000
SPECTRUM BRANDS          7.38    02/01/15     19.721
SEQUA CORP              11.75    12/01/15     17.625
STONE CONTAINER          8.38    07/01/12      8.750
JEFFERSON SMURFI         8.25    10/01/12      9.447
JEFFERSON SMURFI         7.50    06/01/13      8.975
SMURFIT-STONE            8.00    03/15/17      9.250
STANLEY-MARTIN           9.75    08/15/15     27.750
STALLION OILFIEL         9.75    02/01/15     16.625
STATION CASINOS          6.00    04/01/12     24.902
STATION CASINOS          6.50    02/01/14      6.494
STATION CASINOS          6.88    03/01/16      4.500
STATION CASINOS          7.75    08/15/16     24.875
STATION CASINOS          6.63    03/15/18      4.494
SERVICEMASTER CO         7.10    03/01/18     21.611
SWIFT TRANS CO          12.50    05/15/17     11.975
UNIVERSAL FOODS          6.50    04/01/09     95.375
TETON ENERGY COR        10.75    06/18/13     36.052
TEKNI-PLEX INC          12.75    06/15/10     72.500
TEKNI-PLEX INC          10.88    08/15/12     45.750
TENNECO AUTOMOT          8.63    11/15/14     16.935
TENNECO INC              8.13    11/15/15     19.625
THORNBURG MTG            8.00    05/15/13     18.875
TRANS-LUX CORP           8.25    03/01/12     35.000
TRANSMERIDIAN EX        12.00    12/15/10     10.000
TOUSA INC                9.00    07/01/10      4.000
TOUSA INC                9.00    07/01/10      2.000
TOUSA INC                7.50    01/15/15      0.504
TOYS R US                7.63    08/01/11     36.500
TOYS R US                7.88    04/15/13     33.500
TOYS R US DEL            8.75    09/01/21     15.000
TERPHANE HLDING         12.50    06/15/09     87.500
TERPHANE HLDING         12.50    06/15/09     87.500
TRAVELPORT LLC          11.88    09/01/16     29.349
TRIBUNE CO               5.67    12/08/08      2.498
TRIBUNE CO               4.88    08/15/10      3.250
TIMES MIRROR CO          7.25    03/01/13      2.998
TRIBUNE CO               5.25    08/15/15      1.000
TIMES MIRROR CO          7.50    07/01/23      3.995
TIMES MIRROR CO          6.61    09/15/27      1.500
TIMES MIRROR CO          7.25    11/15/96      4.250
MOHEGAN TRIBAL           6.38    07/15/09     82.947
MOHEGAN TRIBAL           8.38    07/01/11     40.520
MOHEGAN TRIBAL           8.00    04/01/12     32.869
TRICO MARINE SER         6.50    05/15/28     33.860
TRUMP ENTERTNMNT         8.50    06/01/15     12.951
WIMAR OP LLC/FIN         9.63    12/15/14      1.760
TRUE TEMPER              8.38    09/15/11     29.750
TRW AUTOMOTIVE           7.00    03/15/14     31.625
TRONOX WORLDWIDE         9.50    12/01/12      9.970
JAZZ TECHNOLOGIE         8.00    12/31/11     22.250
SABRE HOLDINGS           7.35    08/01/11     44.051
RJ TOWER CORP           12.00    06/01/13      0.750
UAL CORP                 5.00    02/01/21     45.029
UAL CORP                 4.50    06/30/21     43.106
UNIV CITY DEVEL         11.75    04/01/10     77.500
UNIV CITY FL HLD         8.38    05/01/10     53.036
UNISYS CORP              6.88    03/15/10     51.250
UNISYS CORP              8.00    10/15/12     29.006
UNISYS CORP              8.50    10/15/15     29.000
UNISYS CORP             12.50    01/15/16     32.887
UNITED MERCH&MFG         3.50    03/31/22      1.000
USAUTOS TRUST            5.10    03/03/11     34.125
UNITED COMPONENT         9.38    06/15/13     33.583
VISTEON CORP             8.25    08/01/10     13.375
VISTEON CORP             7.00    03/10/14      4.992
VISTEON CORP            12.25    12/31/16      7.987
VIRGIN RIVER CAS         9.00    01/15/12     36.750
VENOCO INC               8.75    12/15/11     51.290
VICORP RESTAURNT        10.50    04/15/11      2.997
VERENIUM CORP            5.50    04/01/27     20.625
VERSO PAPERE            11.38    08/01/16     22.375
VERASUN ENERGY           9.38    06/01/17      3.063
VESTA INSUR GRP          8.75    07/15/25      1.000
VITESSE SEMICOND         1.50    10/01/24     50.025
WCI COMMUNITIES          9.13    05/01/12      3.750
WCI COMMUNITIES          7.88    10/01/13      2.500
WCI COMMUNITIES          6.63    03/15/15      7.000
WCI COMMUNITIES          4.00    08/05/23      4.980
WILLIAM LYONS            7.63    12/15/12     18.750
WILLIAM LYONS            7.63    12/15/12     21.375
WILLIAM LYONS           10.75    04/01/13     19.557
WILLIAM LYONS            7.50    02/15/14     18.847
WOLVERINE TUBE          10.50    04/01/09     89.625
WASH MUTUAL INC          8.25    04/01/10     39.500
WASH MUTUAL BANK NV      5.55    06/16/10     22.469
WASH MUTUAL BANK NV      5.95    05/20/13      0.998
USFREIGHTWAYS            8.50    04/15/10     58.237



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***