TCR_Public/090224.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 24, 2009, Vol. 13, No. 54

                            Headlines


5925 ALMEDA: Can Use Lender's Collateral Until March 2
ACCEPTANCE INSURANCE: Granite Re Files Plan of Reorganization
ALLIANCE ONE: Moody's Affirms 'B2' Rating on High Cash Balances
ALLIED CAPITAL: Defaults Under Revolver and $1 Billion in Notes
ALLIED CAPITAL: S&P Downgrades Counterparty Rating to 'BB+'

ALLIS CHALMERS: Moody's Cuts Notes to 'B3' on Weakening Sector
AMC ENTERTAINMENT: Posts $81.9MM Loss in 13 Weeks Ended January
AMERICAN INT'L: Gov't May Have to Expand Bailout Package to Co.
AMKOR TECHNOLOGY: S&P Affirms 'B+' Corporate Credit Rating
AOT HOLDINGS: S&P Puts 'B' Corporate Rating on Negative Watch

BAKER & TAYLOR: Moody's Cuts Rating to 'B3' on Weak Performance
BANKATLANTIC BANCORP: Defers Trust Pref. Stock Interest Payment
BANKRUPTCY MANAGEMENT: High Leverage Prompts S&P's Junk Rating
BEARINGPOINT INC: Proposes Bonuses for Directors and Managers
BEARINGPOINT INC: Seeks to Keep Pacts with All Managing Directors

BERNARD L. MADOFF: No Securities Bought for Clients, Says Trustee
BILLION COUPONS: SEC Halts Ponzi Scheme Targeting Deaf Investors
BLACK GAMING: Moody's Downgrades Default Rating to 'Ca/LD'
BRUNO'S SUPERMARKETS: To Close 10 of 66 Stores
BURLINGTON COAT: Enters Into Separation Agreement With Mark Nesci

CANWEST GLOBAL: Ten Holdings Proposes Capital Equity Offering
CC MEDIA: Concern on Loan Covenants Cues S&P's Cuts to 'B-'
CENTRAL PLAINS: Moody's Downgrades Rating on 2007A Bonds to 'Ba1'
CHAD THERAPEUTICS: Files for Chapter 7; Stops Operations
CHRYSLER LLC: Beijing Automotive Denies Asset Purchase Talks
CHRYSLER LLC: Protocol for Tipton Claims vs. GETRAG Okayed

CHRYSLER LLC: Treasury's Advisers Talks with Banks on DIP Loans
CIRCUIT CITY: To Start Auctions for Last Store Leases Feb. 26
CITIGROUP INC: Gov't May Increase Stake in Bank
CONSTAR INTERNATIONAL: Amends DIP Credit Agreement
CONSTAR INTERNATIONAL: TCM & EagleRock Disclose Equity Stakes

DHP HOLDINGS: Files Schedules of Assets and Debts
DISTRIBUTED ENERGY: Morgan Stanley Et Al. Disclose Equity Stake
EAST CAMERON: Court Extends Plan Exclusive Period to April 3
EAST CAMERON: May Retain Steffes Vingiello as Bankruptcy Counsel
EAST CAMERON: Panel Wants Examiner Appointed in Debtor's Case

FANNIE MAE: $200 Bil. Deal Expansion Won't Affect S&P's Ratings
FLYING J: Wants to Borrow up to $10 Million from Merrill Lynch
FLYING J: April 20 Deadline for Filing Sec. 503(b)(9) Claims Set
FOAMEX INTERNATIONAL: Can Access $20 Million Loan on Interim Basis
FONTAINEBLEAU LAS VEGAS: Cash Concerns Cue S&P's Junk Rating

FORD MOTOR: Reaches Tentative Deal on Retiree Benefits With UAW
FORTUNOFF HOLDINGS: No Longer Accepting Gift Cards
FORWARD FOODS: Can Access $4-Million Loan on Interim Basis
FREMONT GENERAL: Harbinger Et Al. Disclose Zero Equity Stake
GENERAL DATACOMM: Dec. 31 Balance Sheet Upside Down by $35.8MM

GENERAL GROWTH: Amends Loan Agreement for Oakwood Shopping Center
GEORGIA GULF: Weak Financial Performance Cues Moody's Junk Rating
GETRAG TRANSMISSION: Protocol for Resolving Tipton Claims Okayed
GENERAL MOTORS: Treasury's Advisers Mulls Possible DIP Loans
GLOBAL CONSUMER: Receives Non-Compliance Notice From NYSE
GOODYEAR TIRE: Moody's Affirms Corporate Family Rating at 'Ba3'

HAWAIIAN TELCOM: Seeks to Cease Cash Payments to Secured Lenders
HUNGARIAN TELEPHONE: Obtains Waiver Under Senior Credit Facilities
HICKS ACQUISITION: Receives Non-Compliance Notice From NYSE
JB POINDEXTER: Moody's Cuts Rating to B3 on Deepening Recession
JER INVESTORS: Receives Non-Compliance Notice From NYSE

LANGUAGE LINE: S&P Changes Outlook to Stable; Affirms 'B' Rating
LEHIGH COAL: Disagreement Over Results of Operations
MAGNA ENTERTAINMENT: Violates Nasdaq Rule as Director Quits
MATTRESS HOLDING: Weak Consumer Spending Cues Moody's Junk Rating
MCCOY 6: Files for Chapter 11 Bankruptcy Protection

MICRON TECHNOLOGY: S&P Downgrades Corporate Credit Rating to 'B'
MUZAK HOLDINGS: Proposes Incentive Plan for 6 Executives
NRDC ACQUISITION: Receives Non-Compliance Notice From NYSE
NEW YORK TIMES: Suspension of Dividends Won't Move Moody's Rating
NOVELIS INC: S&P Puts 'BB-' Rating on CreditWatch Negative

NORTEL NETWORKS: To Divest Layer 4-7 Data Portfolio
NOWAUTO GROUP: Can't File Dec. 31 Form 10-Q on Time
OSI RESTAURANT: Moody's Cuts Rating on $550 Mil. Notes to 'C'
PACIFIC LIFESTYLE: Plan Filing Period Extended to July 12
PFF BANCORP: Luxor Capital Et Al. Disclose Zero Equity Stake

PHILADELPHIA NEWSPAPERS: Files for Ch. 11 to Explore Alternatives
PHILADELPHIA NEWSPAPERS: Case Summary & 30 Unsecured Creditors
PREFERRED VOICE: Dec. 31 Balance Sheet Upside Down by $1 Million
PULSAR PUERTO RICO: Seeks July 7 Extension to File Plan
QIMONDA NA: Files for Chapter 11 Bankruptcy Protection

QIMONDA NA: To Separate from Richmond Unit; To Sell QR Plant
RBS GLOBAL: Moody's Downgrades Corporate Family Ratings to 'B3'
READER'S DIGEST: Weak Projected EBITDA Cues Moody's Junk Rating
REDENVELOPE INC: Prime Logic & Cummins Disclose Zero Equity Stake
RITZ CAMERA: Files for Chapter 11 Bankruptcy in Delaware

RITZ CAMERA: Case Summary & 29 Largest Unsecured Creditors
ROUGE INDUSTRIES: Ct. Sends Plan for Voting; April 7 Deadline Set
SALT VERDE: Moody's Downgrades Rating on 2007 Gas Bonds to 'Ba1'
SHEARIN FAMILY: Wins Final OK of RBC Loan for Nautical Club
SIRIUS XM: Tax Losses Could Benefit Liberty Media, Says WSJ

SMURFIT-STONE: Receives Final Court Approval for $750MM DIP Loan
SNOQUALMIE ENTERTAINMENT: Moody's Junks Corporate Family Rating
ST LAWRENCE HOMES: Schedules $115.9M in Assets, $107.7M in Debts
SPANSION INC: To Slash 35% of Global Work Force
STANDARD STEEL: S&P Downgrades Corporate Credit Rating to 'B-'

STAR TRIBUNE: Asks Court to Cancel Contract With Union
STATION CASINOS: Boyd Offers $950 Million for OpCo Assets
STELLA LEVEA: Files for Chapter 11 Bankruptcy Protection
TARRAGON CORP: Common Stock Delisted From Nasdaq
TIMBERLINE RESOURCES: Receives Non-Compliance Notice From NYSE

TRUMP ENTERTAINMENT: Gets Court Nod to Pay Critical Vendors
TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
TENNESSEE ENERGY: Moody's Cuts Rating on 2006A Bonds to 'Ba1'
TEXTRON FINANCIAL: Moody's Downgrades Rating on Class B to 'Ba2'
TRAILER BRIDGE: Moody's Affirms Corporate Family Rating at 'B3'

VALASSIS COMMUNICATIONS: Receives NYSE Non-compliance Notice
VERASUN ENERGY: Plants Set for March 16 Auction
WORLDSPACE INC: Highbridge Discloses 9.99% Equity Stake

* Stimulus Package Restricts Banks' Hiring of Foreign Workers
* More Troubles Ahead for Newspapers; 4 Large Publishers in Ch. 11
* Billion Dollar Filers in February Now Total Five

* Firms Expand Bankruptcy Practice As Demand Rises
* Three Large Companies Emerged, Issue New Stock in February
* Unemployment Benefits Make Another Record

* Large Companies With Insolvent Balance Sheets


                            *********


5925 ALMEDA: Can Use Lender's Collateral Until March 2
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Houston issued an interim order authorizing 5925 Almeda North
Tower, L.P., to use the cash collateral securing its obligations
to its lender, Corus Bank, N.A.

The Debtor and the Lender have agreed to the entry of the Interim
Order.

The Lender has asserted that it holds claims against the Debtor,
as of the bankruptcy filing date, pursuant to the $51,000,000 in
prepetition loans owed by the Debtor.  The Lender also has
asserted that it holds liens and security interests in the
Debtor's assets to secure the loan obligation.

The Debtor needs to use the cash collateral to pay association
assessments as well as sales and leasing expenses relating to
postpetition payroll, payroll taxes, overhead and other expenses
necessary to maximize the value of the Debtor's estate.

Pursuant to the Interim Cash Collateral Order, the Debtor is
permitted to use the cash collateral to pay expenses for the
period until March 2, 2009, as provided in a budget.  The Debtor
has provided the Lender a budget for the full months of January
and February 2009.

As adequate protection, the Debtor grants the Lender automatically
perfected first priority replacement and additional liens and
security interests in its assets.

The Court has authorized the Debtor to sell Residential
Condominium Units in the ordinary course of business.  The Cash
Collateral Order requires the Debtor to segregate the sale
proceeds.

The Court will convene another hearing on March 2, 2009, at 01:30
p.m. to consider the Debtor's continued use of the cash
collateral.

5925 Almeda North Tower, L.P. owns and develops a residential and
retail condominium project located at 5925 Almeda, Houston,
commonly known as Mosaic North Tower.  5925 Almeda North Tower
filed for bankruptcy on January 5, 2009 (Bankr. S.D. Tex. Case No.
09-30158).  The Hon. Marvin Isgur presides over the case.  Joseph
G. Epstein, Esq., and Weiting Hsu, Esq., at Winstead PC, in
Dallas, serve as bankruptcy counsel. Paradigm Tax Group, LLC, acts
as tax consultants; and RSM McGladrey Inc. acts as Tax Return
Preparer.  When it filed for bankruptcy, the Debtor reported total
assets of $85,000,000 and total debts of $51,950,000. An official
committee of unsecured creditors has not been appointed in the
case.


ACCEPTANCE INSURANCE: Granite Re Files Plan of Reorganization
-------------------------------------------------------------
On February 9, 2009, Granite Reinsurance Company, Ltd., filed with
the United States Bankruptcy Court for the District of Nebraska a
Plan of Reorganization and explanatory disclosure statement for
Acceptance Insurance Companies Inc. in AICI's Chapter 11
bankruptcy proceeding.

The Plan of Reorganization and Disclosure Statement are subject to
the approval of the Bankruptcy Court.  If approved by the
Bankruptcy Court, the Disclosure Statement would be distributed to
holders of certain claims and interests for a vote on Granite Re's
proposed Plan of Reorganization.

According to Granite Re's Disclosure Statement each class that is
impaired under such plan must vote to accept the plan unless "cram
down" provisions of the United States Bankruptcy Code are
employed.  After such vote, the Bankruptcy Court would hold a
confirmation hearing to determine whether the requisite vote has
been obtained, hear and determine objections and whether to
confirm the plan, among other things.

AICI believes that Granite Re's proposed plan is untenable,
believes that the Creditor's Committee in AICI's bankruptcy
proceeding will not approve the proposed plan and intends to
object to the proposed plan.

                  About Acceptance Insurance

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for Chapter 11 protection on January 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services, Inc. and American Agrisurance, Inc.
-- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on January 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC, LLO
represent the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.


ALLIANCE ONE: Moody's Affirms 'B2' Rating on High Cash Balances
---------------------------------------------------------------
Moody's Investors Service upgraded the liquidity ratings of
Alliance One International, Inc. to SGL-3 from SGL-4.  Moody's
also affirmed AOI's long-term ratings and stable outlook,
including the company's B2 corporate family rating.  The upgrade
of the company's speculative grade liquidity rating to SGL-3 from
SGL-4 reflects the completion of an amendment to its senior
secured credit facility that provides for modifications to various
threshold amounts under its financial covenants while increasing
the asset based revolving credit commitment amount by $55 million
to $305 million.  The facility maturity date was unchanged at
September 2010.  The rating outlook is stable.

The affirmation of the company's long-term ratings reflects
Moody's expectation that AOI's operating performance will not
deviate significantly from plan including modest leverage
reduction and further operating margin improvement.  The company's
intrinsic liquidity position remains adequate supported by high
cash balances and sufficient cash flow from operations to cover
the company's basic cash needs.

"The improved liquidity profile of AOI at a time when capital
markets remain difficult provides important support to the
company," says Moody's Vice President and Senior Credit Officer
Janice Hofferber.

Ratings of AOI upgraded include this:

  -- Speculative Grade Liquidity rating to SGL-3 from SGL-4

Ratings of AOI affirmed (LGD point estimates revised) include the
following:

  -- Corporate family rating of B2

  -- Probability of default rating of B2

  -- $305 million senior secured revolving credit facility due
     2010 at Ba2 (LGD1, 5%)

  -- $150 million 8 ½% senior unsecured notes due 2012 at B2
    (LGD4, 56%)

  -- $315 million 11% senior unsecured notes due 2012 at B2 (LGD4,
     56%)

  -- $91.4 million 12 _% senior subordinated notes due 2012 at
     Caa1 (LGD6, 95%)

  -- Outlook is stable

Alliance One International, Inc. and Intabex Netherlands, B.V. are
co-borrowers under the senior secured revolving credit facility.

The last rating action regarding AOI was on June 26, 2008 when
Moody's downgraded the company's speculative grade liquidity
rating to SGL-4 and affirmed the company's long-term B2 corporate
family rating with a stable outlook.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is one of the world's leading tobacco
merchants and processors.  Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredient in
American -- blend cigarettes.  Total revenues for the last twelve
months ending December 2008 were approximately $2.1 billion.


ALLIED CAPITAL: Defaults Under Revolver and $1 Billion in Notes
---------------------------------------------------------------
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.

Allied Capital said in a February 19 regulatory filing that it
remains in discussions with lenders under its revolving credit
facility and the holders of its outstanding private notes to seek
relief under certain terms of both the revolving credit facility
and the private notes due to an expected covenant default.  "These
discussions are continuing and, in light of the current market
environment, the Company has expanded the discussions to encompass
a more comprehensive restructuring of these debt agreements to
provide operational flexibility."

The Company, as a result of those discussions, has not completed
the documents contemplated by the December 30, 2008 amendments to
the revolving credit facility and the private notes, which were to
include a grant of a first lien security interest on substantially
all of the Company's assets.  Consequently, the administrative
agent for the revolving credit facility has notified the Company
that an event of default has occurred pursuant to the revolving
credit facility.  An event of default under the revolving credit
facility constitutes an event of default under the private notes.
As of February 13, 2009, the Company had $50 million in
outstanding borrowings and approximately $120 million in
outstanding letters of credit issued under the revolving credit
facility, and $1.015 billion in outstanding private notes.

Neither the lenders nor the noteholders have accelerated repayment
of the Company's obligations; however, the occurrence of an event
of default permits the administrative agent for the lenders under
the revolving credit facility, or the holders of more than 51% of
the commitments under the revolving credit facility, to accelerate
repayment of all amounts due, to terminate commitments thereunder,
and to require the Company to provide cash collateral equal to the
face amount of all outstanding letters of credit.  Pursuant to the
terms of the private notes, the occurrence of an event of default
permits the holders of 51% or more of any issue of outstanding
private notes to accelerate repayment of all amounts due
thereunder. Acceleration of the amounts outstanding under the
revolving credit facility or any issue of the private notes could
have a material adverse impact on the Company's liquidity,
financial condition or results of operations.

The existence of an event of default restricts the Company from
borrowing or obtaining letters of credit under its revolving
credit facility, and from declaring dividends or other
distributions to its shareholders.

Pursuant to the terms of the revolving credit facility, during the
continuance of an event of default, the applicable spread on any
borrowings outstanding and fees on any letters of credit
outstanding under the revolving credit facility increase by up to
200 basis points. Pursuant to the private notes, during the
continuance of an event of default, the rate of interest borne by
the private notes increases by 200 basis points.

                       About Allied Capital

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.


ALLIED CAPITAL: S&P Downgrades Counterparty Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Washington, D.C.-based Allied Capital Corp. including
lowering the long-term counterparty credit rating to 'BB+' from
'BBB-'.  At the same time, S&P placed the ratings on CreditWatch
with negative implications.

The rating action is subsequent to an event of default pursuant to
the terms of Allied's revolving credit facility.

In December 2008, Allied reached an agreement with its lenders to
amend the terms on the facility and its private notes.  Among
other modifications to the firm's debt covenants, the amendment
lowered the minimum consolidated shareholders' equity requirement
to the greater of 85% of consolidated debt or $1.50 billion, from
$2.37 billion.  As part of the amendment, Allied agreed to give
its lenders a first-priority lien on substantially all of its
assets by Jan. 30, 2009.  Allied's failure to do this resulted in
an event of default.

Allied continues to negotiate covenant amendments with its
lenders.  The CreditWatch reflects the heightened uncertainty as
to its ability to successfully negotiate covenant relief.

"The firm's need for additional covenant relief and the
notification that it is in default based on its breach of
covenants have introduced more uncertainty than is consistent with
an investment-grade rating," said Standard & Poor's credit analyst
Jeffrey Zaun.


ALLIS CHALMERS: Moody's Cuts Notes to 'B3' on Weakening Sector
--------------------------------------------------------------
Moody's Investors Service downgraded Allis-Chalmers' senior
unsecured notes to B3 (LGD4, 61%) from B2 (LGD4, 57%), in
accordance with the Loss Given Default methodology, which reflects
the increasing amounts of secured debt in the company's capital
structure.  The Corporate Family Rating and Probability of Default
Rating remain unchanged at B2, but the outlook was changed to
negative from positive. Additionally, Moody's lowered the
Speculative Grade Liquidity rating to SGL-3 from SGL-2.

The negative outlook reflects that deepening sector weakness,
including continuing reductions in capital spending and oil field
activity by the exploration and production sector, may prevent ALY
from meeting its cash flow and debt reduction goals, as
deterioration in rig and oilfield services demand reduces sector
capacity utilization and pricing power.  A high proportion of
ALY's cash flows are tied to drilling activity which is one of the
more volatile segments within the services sector.

ALY's ratings are supported by rising diversification of business
activity by type and location.  Historically reliant on the more
volatile North American market for a majority of its cash flows,
ALY has continued to grow internationally, with approximately 45%
of its 2008 revenues and consolidated EBITDA coming from abroad.
The company expects to see significant growth in its international
operations in 2009 as it continues to expand its rental services
business across the globe, added 16 service rigs and 2 drillings
rigs to its rig fleet in South America during 2008, and entered
the Brazilian market at the end of 2008 with an additional 6
drilling rigs and one service rig at the end of 2008.

However, the oilfield services industry its very competitive and
several of ALY's business lines directly compete against larger
more deeply capitalized competitors having greater financial
flexibility, and that may have been entrenched in their markets
under their existing ownership longer than ALY.

The negative outlook, as well as the change in ALY's SGL rating to
SGL-3, also reflects increased use of external funding and a
degree of increased leverage to expand the rig fleet going into
the likely deeper phase of sector weakness.  Asset based funding
will partially finance two newbuilds rigs targeted for use in the
growing Haynesville Shale play.  Moody's anticipates a decrease in
the covenant compliance cushion during 2009.  Overall liquidity
will tighten from current levels during 2009, though it is
expected to adequately cover the company's need for capex,
interest and working capital.

ALY could return to a stable outlook if it demonstrates durable
cash flows during 2009, ample covenant coverage, and sound
liquidity.  Much weaker than expected operating results, and
leverage approaching 4.0x Debt / EBITDA, could result in further
negative rating actions.

Moody's last rating action on ALY dates from August 11, 2008 at
which time Moody's affirmed ALY's ratings and outlook.  The
principal methodology used in rating ALY was Moody's Global
Oilfield Services Industry rating methodology which can be found
at www.moodys.com in the Credit Policy & Methodologies directory,
in the Ratings Methodologies subdirectory.  Other methodologies
and factors that may have been considered in the process of rating
Complete can also be found in the Credit Policy & Methodologies
directory.

Allis-Chalmers Energy Inc., headquartered in Houston, Texas, is a
provider of oilfield services and products for oil and gas
companies.


AMC ENTERTAINMENT: Posts $81.9MM Loss in 13 Weeks Ended January
---------------------------------------------------------------
AMC Entertainment Inc. and its subsidiaries posted a net loss of
$81,979,000 in the 13 weeks ended January 1, 2009, on net revenues
of $538,935,000.  Net loss was $11,177,000 for the thirteen weeks
ended December 27, 2007.  The increase in net loss was primarily
due to impairment charges of $73,547,000.  The Company posted a
net loss of $67,484,000 for the 39 weeks ended January 1, 2009, on
net revenues of $1,721,164,000.

On December 29, 2008, the Company sold its operations in Mexico,
including 44 theatres and 493 screens.

As of January 1, 2009, the Company's balance sheet showed total
assets of $3,636,181,000, total liabilities of $2,560,816,000 and
total stockholders' equity of $1,075,365,000.

AMC Entertainment also filed Supplement No. 3 to its market-making
prospectus dated August 12, 2008. The prospectus is a combined
prospectus under Rule 429 of the Securities Act of 1933, as
amended, that relates to:

   -- $325,000,000 11% Series B Senior Subordinated Notes due
      2016

   -- $250,000,000 85/8% Series B Senior Notes due 2012

   -- $300,000,000 8% Series B Senior Subordinated Notes due 2014

A full-text copy of Supplement No. 3 is available for free at:

              http://researcharchives.com/t/s?39c5

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is a theatrical exhibition
company.  As of July 3, 2008, the company owned, operated or had
interests in 353 theatres and 5,117 screens, with 89% or 4,569 of
its screens in the U.S. and Canada and 11%, or 548 of its screens
in Mexico, China (Hong Kong), France and the United Kingdom.

The company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V. and AMC
Entertainment International Inc.

                         *     *     *

AMC Entertainment Inc. still carries Fitch Ratings' 'CCC+' senior
subordinate rating assigned on Jan. 12, 2006.


AMERICAN INT'L: Gov't May Have to Expand Bailout Package to Co.
---------------------------------------------------------------
The U.S. government might have to expand a $150 billion bailout
package to American International Group Inc., as the company is
expected to report a quarterly loss of over $60 billion, Liam
Pleven, Serena Ng, and Matthew Karnitschnig at The Wall Street
Journal report, citing people familiar with the matter.

Citigroup will be releasing its fourth-quarter and full 2008
results next week, WSJ says.  WSJ relates that government
officials have been worried about AIG's fourth-quarter loss and
about the risk that AIG's credit rating might be downgraded.  WSJ
states that that new rescue moves are being considered because a
new credit-rating downgrade would force AIG to come up with
billions of dollars to counterparties.  The report says that a
rating downgrade in September 2008 almost pushed AIG into
bankruptcy.

The government is considering measures that would let it increase
support for AIG without technically giving it more cash, WSJ says.
According to the report, the government would have AIG turn over
ownership its business units, reducing the amount of debt AIG owes
to the government.  This would make it possible for the government
to top up the existing AIG lending facility with fresh cash.

Citigroup said in a statement that it is continuing to work with
the government "to evaluate potential new alternatives for
addressing AIG's financial challenges."

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

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

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

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

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

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

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


AMKOR TECHNOLOGY: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its B+
corporate credit rating and other ratings on Chandler, Arizona-
based Amkor Technology Inc.  At the same time, Standard & Poor's
revised its outlook on Amkor's ratings to negative from positive.

"The action reflects rapidly declining revenues and profitability,
resulting in anticipated substantial increases in leverage and
diminished liquidity, which are not likely to be reversed in the
near term," said Standard & Poor's credit analyst Bruce Hyman.

The ratings on Amkor continue to reflect challenging industry
conditions, offset in part by the company's strong market position
and adequate liquidity.  Amkor is a leading provider of outsourced
packaging and testing services to semiconductor makers.  Total
lease-adjusted debt was $1.5 billion at Dec. 31, 2008.

Amkor's revenues totaled $2.7 billion in 2008. However, December
quarter revenues were $549 million, down 24% sequentially on a 30%
reduction in units shipped.  March 2009 quarter revenues are
expected to decline between 30% and 38% from December, to about
$340 million-$380 million.  Revenue visibility is very limited
beyond that time, given intense competition and broadly depressed
semiconductor market conditions.  Amkor has been reducing its
costs, largely through lower compensation, to address these
conditions.  Still, with near-breakeven gross profits expected in
the March quarter, EBITDA is likely to fall significantly from the
$106 million generated in the December quarter.  Annualized
December quarter debt to EBITDA leverage was 3.5x, but S&P expects
leverage to rise sharply as profitability weakens.

While Amkor generated $79 million in free cash flow in the
December quarter, one-time items coupled with declining operating
profitability will preclude the company generating positive free
operating cash flow in the March quarter.  Amkor is cutting
capital expenditures sharply for 2009, about $100 million for the
year, of which $40 million had been committed for the March
quarter.


AOT HOLDINGS: S&P Puts 'B' Corporate Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Hoffman Estates, Illinois-based AOT Bedding Holdings Corp.,
including its 'B' corporate credit rating, on CreditWatch with
negative implications.  The CreditWatch placement means that S&P
could lower or affirm the ratings following the completion of
S&P's review.  As of Sept. 30, 2008, AOT Bedding had about
$628.6 million of total debt.

"The CreditWatch listing reflects our continued concerns about the
difficult operating environment facing AOT and the company's
ability to improve its very weak credit metrics over the near
term," said Standard & Poor's credit analyst Rick Joy.  "Although
the company has taken actions to reduce operating expenses and is
starting to see some benefits from lower input costs, AOT still
faces challenges from a weak economy, slowed consumer spending,
and the overall weak retail environment and housing market," he
continued.

The Company has experienced substantial margin pressures in recent
quarters, reflecting high raw material prices and one-time costs
associated with new customers.  S&P is concerned that it will be
challenged to meaningfully improve credit protection measures in
the near term, given the current weak retail environment and
declining housing market, as well as S&P's expectation for
continued weakness in the North American bedding industry.
Standard & Poor's will meet with management to further discuss
AOT's operating trends and forecasts to resolve the CreditWatch
listing.


BAKER & TAYLOR: Moody's Cuts Rating to 'B3' on Weak Performance
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Baker & Taylor Acquisitions Corp. to B3 from B2.  Moody's also
lowered the rating on the $165 million second-priority senior
secured notes to B3 from B2.  The ratings outlook remains
negative.

The ratings downgrade reflects the company's weak operating
performance for the six months ended December 26, 2008, and
Moody's expectation for continued pressure on the business given
the weak retail environment.  The downgrade also incorporates
Moody's concern that substantially reduced earnings have led to
weaker interest coverage metrics.  Notwithstanding these concerns,
the rating also considers the company's recently strong cash flows
that has accommodated material debt reduction, its adequate
liquidity position, and ongoing cost reduction activities.
Additionally, demand in the institutional business (which
primarily serves public and academic libraries) continues to hold
up well despite concerns over the level of funding for public
institutions.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to B3 from B2;

  -- $165 million second-priority senior secured notes due 2013 to
     B3 (LGD3, 48%) from B2 (LGD3, 45%).

The negative outlook reflects Moody's concern over the potential
for a sustained contraction in the company's sales given its
exposure to weak consumer end-markets.

The last rating action was on November 13, 2007, when Moody's
affirmed the B2 corporate family rating, but lowered the
probability-of-default rating to B2 from B1.

The ratings outlook was changed to negative from stable.  Baker &
Taylor'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 Baker & Taylor's core industry and Baker & Taylor's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Headquartered in Charlotte, North Carolina, Baker & Taylor
Acquisitions Corp. is a leading distributor of books and
entertainment products to the retail and institutional markets.
The company reported sales of $1.9 billion for the twelve months
ended December 26, 2008.


BANKATLANTIC BANCORP: Defers Trust Pref. Stock Interest Payment
---------------------------------------------------------------
BankAtlantic Bancorp, Inc., has elected to defer regularly
scheduled interest payments on $294.2 million of outstanding
junior subordinated debentures relating to its outstanding trust
preferred securities.  The terms of the securities and the
underlying trust documents allow BankAtlantic to defer payments of
interest for up to 20 consecutive quarterly periods without
default or penalty.  During the deferral period, the respective
trusts will likewise suspend the declaration and payment of
dividends on the trust preferred securities.

"In light of the current challenging economic environment, the
Company has elected to exercise its right to defer payments of
interest on its trust preferred junior subordinated debt," said
Alan B. Levan, Chairman and Chief Executive Officer of the
Company.  "This deferral election, an option that was an important
factor in our initial decision to issue these Securities, will
allow the Company to preserve liquidity in this environment.  Of
course, we can end the deferral at any time at our election,"
concluded Mr. Levan.

BankAtlantic had $294,195,000 of junior subordinated debentures
and corresponding trust preferred shares outstanding at Dec. 31,
2007:

                     Issue
Maturity
Issuer              Date       Amount     Interest Rate   Date
------              -----      ------     -------------   -------
-
BBX Capital
Trust Trust I(A)  06/26/2007  $25,774,000  LIBOR + 1.45%
09/15/2037
BBX Capital
Trust Trust II(A) 09/20/2007    5,155,000  LIBOR + 1.50%
12/15/2037
BBC Capital
Trust II          03/05/2002   57,088,000  8.50%
03/31/2032
BBC Capital
Trust III         06/26/2002   25,774,000  LIBOR + 3.45%
06/26/2032
BBC Capital
Trust IV          09/26/2002   25,774,000  LIBOR + 3.40%
09/26/2032
BBC Capital
Trust V           09/27/2002   10,310,000  LIBOR + 3.40%
09/30/2032
BBC Capital
Trust VI          12/10/2002   15,450,000  LIBOR + 3.35%
12/10/2032
BBC Capital
Trust VII         12/19/2002   25,774,000  LIBOR + 3.25%
12/19/2032
BBC Capital
Trust VIII        12/19/2002   15,464,000  LIBOR + 3.35%
01/07/2033
BBC Capital
Trust IX          12/19/2002   10,310,000  LIBOR + 3.35%
01/07/2033
BBC Capital
Trust X           03/26/2003   51,548,000  6.40% [*]
03/26/2033
BBC Capital
Trust XI          04/10/2003   10,310,000  6.45% [*]
04/24/2033
BBC Capital
Trust XII         03/27/2003   15,464,000  6.65% [*]
04/07/2033
                             ------------
                             $294,195,000
                             ============

        [*] The interest rate adjusts to floating three-month
            LIBOR plus 3.25% rate five years from the issue date.

The deferral election will begin with respect to regularly
scheduled quarterly interest payments that would otherwise have
been made in March and April of this year.  The Company will send
appropriate notices to the trustees under each of the respective
indentures.  The Company has the ability under the Securities to
continue to defer interest payments through ongoing, appropriate
notices to each of the trustees.  During the deferral period, the
Company will not pay dividends on or repurchase its common stock.

On Nov. 13, 2008, BankAtlantic Bancorp and BankAtlantic filed an
application to participate in the U.S. Treasury's Capital Purchase
Plan.  In the application to participate in the CPP BankAtlantic
Bancorp and BankAtlantic seek the maximum level of 3% of
BankAtlantic's total risk-weighted assets, or approximately $124
million.  To date, the Treasury Department has not acted on the
application.  "While the decision to defer interest payments on
the Securities may adversely impact our application, given the
uncertainty of continued funding under the Capital Purchase Plan,
the Company determined that the prudent course of action at this
time, in light of current economic conditions, would be to defer
the payment of interest on the Securities pursuant to their
terms," BankAtlantic said in a statement.

Valerie C. Toalson, BankAtlantic's Executive Vice President and
Chief Financial Officer, advises that in the event BankAtlantic
receives approval to participate in the CPP and chooses to do so,
it expects to end the deferral period using existing funds to pay
all accrued amounts on the Trust Preferred Securities.

BankAtlantic says it continues to be a "well capitalized"
institution under all regulatory standards, with regulatory
capital ratios essentially unchanged since December 2007.

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.


BANKRUPTCY MANAGEMENT: High Leverage Prompts S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Irvine, California-based Bankruptcy Management Solutions Inc.,
including the corporate credit rating, which S&P lowered to 'CCC+'
from 'B-'.  The outlook is negative.

At the same time S&P lowered the issue rating on the Company's
first-lien bank credit facilities, consisting of a $15 million
revolving credit facility due in 2011 and a $220 million first-
lien term loan due in 2012, to 'CCC+' from 'B'. S&P also revised
the recovery rating on that debt to '4' from '2'.  The '4'
recovery rating indicates expectations for average (30%-50%)
recovery in the event of a payment default.

In addition, S&P lowered the issue ratings on the Company's
$125 million second-lien notes and $150 million of floating-rate
senior paid-in-kind notes issued by parent company BMS Holdings
Inc. to 'CCC-' from 'CCC'.  The recovery ratings on these issues
remains at '6', indicating expectations for 'negligible' (0%-10%)
recovery in the event of a payment default.

"The downgrade reflects our concerns regarding BMS' highly
leveraged financial profile, the impact of declining trustee
deposit balances and a volatile interest rate environment on the
company's revenue and EBITDA prospects, significant refinancing
risk, and modest free cash flow generation," said Standard &
Poor's credit analyst Susan Madison.  Debt outstanding at
Sept. 30, 2008 (including investment line borrowings and
$150 million of floating-rate senior paid-in-kind notes issued by
parent company BMS Holdings Inc.) totaled about $905 million.


BEARINGPOINT INC: Proposes Bonuses for Directors and Managers
-------------------------------------------------------------
BearingPoint, Inc. and its affiliated debtors seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
continue a cash retention bonus plan for 300 managing directors
and managers.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that the Debtors' managing directors -- those who
cultivate and oversee large scale client relationships, manage
business operations, and lead teams of highly skilled management
consulting practitioners -- are extremely valuable assets.  Given
the nature of the Debtors' business, a professional services firm
that strives to meet the demands of its clients, those employees
who manage client engagements and business operations, more than
any other segment of the Debtors' employees, drive the Debtors'
revenues and operations through successfully providing consulting
services.  The continued employment, dedication, motivation, and
loyalty of these leaders are not only essential to the
maintenance, preservation, and prosperity of the Debtors, but also
to the success of their entire reorganization effort.  There are
approximately 342 managing directors in the United States.

Unfortunately, however, the ability of the Debtors to successfully
retain and rely on the continued services of key employees has
been thrown into turmoil by recent events - particularly the
precarious financial condition of the Debtors.  These events have
caused a considerable amount of uncertainty, instability and
anxiety among key employees for several reasons, including:

  -- the general lack of certainty in working for a chapter 11
     debtor;

  -- the business constraints imposed as a consequence of the
     chapter 11 cases; and

  -- the general concern about employment security arising from
     fears of downsizing, asset sales or a change in control which
     often occur in chapter 11 cases.

Indeed, largely as a consequence of these factors, the Debtors
have lost approximately 17 managing directors and 54 senior
managers in January 2009.  Along with the rapidly growing
attrition rates there has been a concomitant adverse impact on
operations, employee morale, and the general well-being of the
business.  In addition, the Debtors are deeply concerned that
recent departures of managing directors and key senior managers
will lead to additional departures of their colleagues.

Mr. Perez adds that apart from the severely detrimental impact a
decrease in managing directors and senior managers has on revenue
and operations, the loss of team leaders has an additional adverse
economic effect on the Debtors.  Attracting and training competent
new consulting managers to fill vacated positions is both
difficult and extremely costly.  Not only are qualified candidates
scarce and require time to become effective in their role, but
they too will be reluctant to join a chapter 11 debtor.

In response to these factors, the Debtors instituted the Bonus
Plan in January 2009, to ensure key leaders remain employed with
the Debtors throughout the restructuring period and following
emergence.  The Debtors have allocated $23.8 million to be
distributed among approximately 300 managing directors and key
senior managers globally, with an average payout over a 12-month
period of $80,000 per eligible employee.  Approximately
$16.5 million has been allocated to 186 managing directors and key
senior managers within the Debtors' United States operations, and
approximately $7.3 million has been allocated to 113 managing
directors and key senior managers within the Debtors' foreign
operations, which amounts will not be paid by the Debtors, but
rather by their non-Debtor affiliates.  Under the Bonus Plan, the
total bonus amount awarded will be paid in four separate and equal
installments, subject to standard withholdings and deductions.  It
is planned that payments will occur as part of the first pay cycle
of the following months: April 2009, July 2009, October 2009, and
January 2010.  In order to receive any payment, the employee must
be employed by the Debtors on the date the applicable payment is
made.

It is important to note, these payments are in lieu of any
payments otherwise payable to participants as part of the Debtors'
annual performance bonus plan for 2008, Mr. Perez points out.

The Debtors assure the Court that none of the employees who
receive amounts under the Bonus Plan are insiders as defined by
Section 101(31) of the Bankruptcy Code.

                      About BearingPoint Inc.

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

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

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to swap general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BEARINGPOINT INC: Seeks to Keep Pacts with All Managing Directors
-----------------------------------------------------------------
BearingPoint, Inc. and its affiliated debtors seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
assume existing employment agreements with 342 managing directors.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that the Debtors have determined that it is in
their best interest to assume these executory contracts, to avoid
excessive costs of searching for and retaining new managing
directors and, even more so, a loss to their business that could
destroy any chance of a successful reorganization.

The Debtors employ approximately 342 managing directors.  The
Debtors' managing directors -- including those who cultivate and
oversee large scale client relationships, manage business
operations, drive revenue growth, and lead teams of highly
skilled management consulting practitioners -- are extremely
valuable assets.  BearingPoint, as a professional services firm,
is a company whose chief assets are its human resources.

Mr. Perez, however, relates that the precarious financial
condition of, and bankruptcy filing by, BearingPoint have caused a
considerable amount of uncertainty, instability and anxiety among
key employees.  To ensure that the Debtors do not lose additional
managing directors who are uncertain of the Debtors' future and
uncertain of the Debtors' intent to honor their commitments to
them, it is important that the Debtors provide them assurances, by
assuming their agreements, that they will honor and abide by the
contractual employment agreements they have entered into with
their managing directors.

Each Managing Director Agreement contains several key clauses
regarding the terms of employment:

* Employment / Exclusive Services: The Debtors have employed
   their managing directors on an exclusive basis. The managing
   directors agree to refrain from professional practice other
   than on the Debtors' behalf.

* Compensation and Benefits: The Debtors pay a base salary to the
   managing directors, in accordance with their normal payroll
   practices. Managing directors are eligible to participate in
   employee compensation or benefit plans, including stock option
   plans.

* Conflicts of Interest: Managing directors agree not to
   knowingly become involved in a conflict of interest with
   BearingPoint, or, upon discovery of such a conflict, permit it
   to continue.

* Covenants: Managing directors agree to abide by certain
   covenants, including covenants of non-disclosure, non-
   competition, and nonsolicitation of the Debtors' clients and
   prospective clients.

* Non-Disclosure: Managing directors are entrusted with special
   training regarding the Debtors' business methods and with
   business opportunities of the Debtors. Managing directors agree
   never to disclose this information without authorization or to
   otherwise use it to the Debtors' competitive disadvantage.

* Non-Competition: In any geographic region where they worked for
   the Debtors, managing directors agree not to compete with the
   Debtors while employed and for a certain number of months
   following their termination or resignation, either for
   themselves or on behalf of the Debtors' competitors. The number
   of months is dependent upon the individual agreement, but
   generally is either 18 or 24.

* Non-Solicitation of Clients and Prospective Clients: Managing
   directors agree not to solicit any of the Debtors' clients or
   prospective clients while employed and for a certain number of
   months following their termination or resignation, either for
   themselves or on behalf of the Debtors' competitors. The number
   of months is dependent upon the individual agreement, but
   generally is either 18 or 24. They also agree not to behave in
   such a manner that could be expected to result in damage to the
   goodwill or business reputation of the Debtors.

* Non-Solicitation of Employees: Managing directors agree not to
   solicit any of the Debtors' other employees while employed and
   for a certain number of months following their termination or
   resignation, either for themselves or on behalf of the Debtors'
   competitors. The number of months is dependent upon the
   individual agreement, but generally is either 18 or 24. They
   also agree not to solicit any of the Debtors' former employees
   who left the Debtors within 12 months before or after their own
   termination or resignation.

* Remedies: In addition to any remedies available in law or in
   equity for breach, managing directors agree to certain specific
   remedies, including compensation forfeiture, injunctive relief,
   and actual and consequential damages (including the Debtors'
   attorney's fees).

* Termination: The Debtors' managing directors are employed at-
   will.  Either party may terminate the employment relationship,
   with or without cause. Upon termination, the terminated
   managing director is entitled to receive any earned but unpaid
   base salary, and any earned and unused personal days.

* Severance: If terminated without cause, the managing director
   is eligible to receive a severance payment in an amount equal
   to the difference between the earned and unused personal days,
   and a certain number of months of pay at the base salary. The
   number of months is dependent upon the individual agreement,
   but generally is either three (3) or six (6).

  * Resignation: Managing directors may voluntarily terminate
    their employment with a certain number of months' notice. The
    number of months is dependent upon the individual agreement,
    but generally is either three (3) or six (6). A breach of this
    clause entitles the Debtors to 25% or 50%, respectively, of
    the salary and bonus paid to the managing director in the
    previous year.

                      About BearingPoint Inc.

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

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

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to exchange general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BERNARD L. MADOFF: No Securities Bought for Clients, Says Trustee
-----------------------------------------------------------------
Finalternatives.com reports that Bernard Madoff hadn't invested
his fraud victims' money for at least 13 years.

Court documents say that there are more than 10,000 active
accounts at Bernard L. Madoff Investment, although many clients
had multiple accounts.

According to Finalternatives.com, Irving Picard, the court-
appointed trustee for Bernard L. Madoff Investment Securities LLC,
told investors during a meeting for investors of the alleged $50
billion Ponzi scheme at U.S. Bankruptcy Court in New York on
Friday, "We have no evidence to indicate securities were purchased
for customer accounts" over the past 13 years, and "this is a case
where we're going to be looking at cash in and cash out."

The monthly statements Mr. Madoff sent to customers had nothing in
common with what was going on at his midtown Manhattan
headquarters, Finalternatives.com relates, citing Mr. Picard.  The
report states that Mr. Picard said that Mr. Madoff's Ponzi scheme
occurred on the 17th floor of the Lipstick Building on Third
Avenue, where he operated his investment advisory separately from
his other businesses upstairs.  According to the report, Mr.
Picard said, "The rooms were under lock and key."

Finalternatives.com quoted Mr. Picard as saying, "We are operating
out of a crime scene.  There is a limit to what we can say."

Finalternatives.com relates that Mr. Picard said that his staff,
the regulators, and the criminal investigators are checking some
7,000 boxes of records Mr. Madoff stored at a warehouse in Queens.
Mr. Picard said that he has recovered some $950 million in assets
so far, according to Finalternatives.com.

About 2,400 people have filed claims against Mr. Madoff,
Finalternatives.com says, citing Mr. Picard.  Madoff fraud victims
have until July 2 to file claims, and Mr. Picard said he expects
that more claims would be filed by then, Finalternatives.com
states.

                     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.


BILLION COUPONS: SEC Halts Ponzi Scheme Targeting Deaf Investors
----------------------------------------------------------------
The U.S. Securities and Exchange Commission has obtained a court
order halting a Ponzi scheme that specifically targeted members of
the Deaf community in the United States and Japan.

The SEC alleges that Hawaii-based Billion Coupons Inc. ("BCI") and
its CEO Marvin R. Cooper raised US$4.4 million from 125 investors
since at least September 2007 by, among other things, holding
investment seminars at Deaf community centers.  The SEC also
alleges that Cooper misappropriated at least US$1.4 million in
investor funds to pay for a new home and other personal expenses.
The order obtained by the SEC freezes the assets of BCI and
Cooper.

"This emergency action shows that the Commission will act quickly
and decisively to help victims of affinity fraud," said Linda
Chatman Thomsen, Director of the SEC's Division of Enforcement.

"A Ponzi scheme targeting members of the Deaf community is
particularly reprehensible," said Rosalind R. Tyson, Regional
Director of the SEC's Los Angeles Regional Office.  "This case is
an example of successful coordination between federal and state
agencies to protect vulnerable investors."

BCI's Web site at: http://billioncoupons.com/is "currently under
maintenance."  The company said those who have questions may
contact owner@billioncoupons.com.

The SEC's complaint, filed Feb. 18 in federal court in Honolulu,
alleges that BCI and Cooper represented to the investors that
their funds would be invested in the foreign exchange (Forex)
markets, that investors would receive returns of up to 25 percent
compounded monthly from such trading, and that their investments
were safe.  According to the complaint, BCI and Cooper actually
used only a net US$800,000 (cash deposits minus cash withdrawals)
of investor funds for Forex trading, and they lost more than
US$750,000 from their Forex trading.  The complaint further
alleges that BCI and Cooper failed to generate sufficient funds
from their Forex trading to pay the promised returns, and instead
operated as a Ponzi scheme by paying returns to existing investors
from funds contributed by new investors.

The SEC alleges that BCI and Cooper have violated the registration
and antifraud provisions of the federal securities laws.  In its
lawsuit, the SEC obtained an order temporarily enjoining BCI and
Cooper from future violations of these provisions.  The SEC also
obtained an order:

   (1) freezing the assets of BCI and Cooper;
   (2) appointing a temporary receiver over BCI;
   (3) preventing the destruction of documents;
   (4) granting expedited discovery; and
   (5) requiring BCI and Cooper to provide accountings.

The Commission also seeks preliminary and permanent injunctions,
disgorgement, and civil penalties against both defendants.  A
hearing on whether a preliminary injunction should be issued
against the defendants and whether a permanent receiver should be
appointed is scheduled for March 2, 2009, at 9 a.m. HST.

The Commodity Futures Trading Commission (CFTC) also filed an
emergency action on February 18 against BCI and Cooper, alleging
violations of the antifraud provisions of the Commodity Exchange
Act.  The State of Hawaii's Department of Commerce and Consumer
Affairs (DCCA), Office of the Commissioner of Securities, issued a
preliminary order to cease and desist against BCI and Cooper.

The Hawaii DCCA's Office of the Commissioner of Securities and the
CFTC assisted SEC in this matter.


BLACK GAMING: Moody's Downgrades Default Rating to 'Ca/LD'
----------------------------------------------------------
Moody's Investors Service lowered Black Gaming LLC's probability
of default rating to Ca/LD from Ca, as the company failed to make
the interest payment to the holders of the 9% senior secured notes
due 2012 prior to February 15, 2009, which was the expiration of
the 30-day grace period provided in the indenture.  The other
ratings were affirmed and the outlook remains negative.

The Ca/LD probability of default rating recognizes the payment
default for the senior secured notes.  At this junction, Black
Gaming's obligations under its senior secured revolver, senior
secured notes and senior subordinated notes have not been
accelerated, although no forbearance agreement has been executed
yet.

The rating outlook is negative, reflecting the risk of a payment
default or a distressed exchange affecting the senior subordinated
notes, or a bankruptcy filing. In any of these events, the
probability of default rating would be revised to D.

Ratings lowered:

  -- Probability of default rating to Ca/LD from Ca

Rating affirmed:

  -- Corporate family rating at Ca
  -- 9% senior secured notes rating at Caa3 (LGD 3, 38%)
  -- 12.75% senior subordinated notes rating at C (LGD5, 87%)
  -- SGL-4 speculative grade liquidity rating

The last rating action was on January 16, 2009, when Moody's
lowered Black Gaming's corporate family rating to Ca from Caa3.

Black Gaming owns and operates the CasaBlanca, the Oasis, and the
Virgin River casino hotels in Mesquite, Nevada, located
approximately 80 miles north of Las Vegas, Nevada.  Net revenue
was approximately $141 million for the last twelve-month period
ended September 30, 2008.


BRUNO'S SUPERMARKETS: To Close 10 of 66 Stores
----------------------------------------------
Bruno's Supermarkets LLC, decided to close 10 of its 66
supermarkets through closing sales to end by March 31, Bloomberg's
Bill Rochelle said.

Mr. Rochelle says that if the U.S. Bankruptcy Court for the
Northern District of Alabama approves the proposal at a Feb. 25
hearing, Bruno's will hire Hilco Merchant Resources LLC as agent
to assist with the sales of inventory, furniture, fixtures, and
equipment.  Hilco would be paid a fee of 3% of inventory sales and
15% for fixtures and equipment.

The sales, according to the report, will include four stores that
Bruno's closed before bankruptcy.

               About Bruno's Supermarkets, LLC

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

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


BURLINGTON COAT: Enters Into Separation Agreement With Mark Nesci
-----------------------------------------------------------------
On February 16, 2009, Burlington Coat Factory Holdings, Inc., and
its indirect wholly owned subsidiary Burlington Coat Factory
Warehouse Corporation entered into a Separation Agreement with
Mark Nesci, the former President and Chief Executive Officer of
Parent and the Company.

The Agreement provides that Mr. Nesci's current salary will be
paid through May 30, 2009 at which time continuation payments and
other benefits payable as provided in that certain Employment
Agreement by and between the Company and Mr. Nesci dated as of
April 13, 2006 will commence.  The Agreement also provides for
these additional compensatory terms:

   * From and after February 16, 2009, Mr. Nesci shall serve as a
     senior advisor to the board of directors of Parent and shall
     receive an annual salary of $100,000 which shall be payable
     from and after May 30, 2009.  Mr. Nesci and Parent may each
     terminate Mr. Nesci's role as senior advisor at any time and
     for any reason; and

   * 60% of the options to purchase units of Parent's common
     stock granted to Mr. Nesci under that certain Non-Qualified
     Stock Option Agreement by and between Parent and Mr. Nesci
     dated as of April 13, 2006 shall be vested.   All such
     vested options shall remain vested and exercisable by Mr.
     Nesci until the later of (a) the fourth anniversary of
     February 16, 2009, or (b) the second anniversary of the
     Advisory Termination Date, upon which date all such options
     shall immediately terminate.

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.

As reported by Troubled Company Reporter on Feb. 23, 2009,
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.

The TCR reported on Feb. 2, 2009, that Standard & Poor's Ratings
Services said it revised the outlook on Burlington Coat Factory
Warehouse Corp. to negative from stable.  Concurrently, S&P
affirmed the 'B-' corporate credit rating on the company.

The TCR reported on Jan. 19, 2009, that Moody's Investors Service
downgraded Burlington Coat Factory Warehouse, Inc.'s ratings,
including its corporate family rating to B3 from B2 and its
speculative grade liquidity rating to SGL-3 from SGL-2.  The
rating outlook remains negative.


CANWEST GLOBAL: Ten Holdings Proposes Capital Equity Offering
-------------------------------------------------------------
Canwest Global Communications Corp. disclosed on February 16,
2009, that Ten Network Holdings Limited has announced a potential
capital equity offering of up to 120 million shares, which
represents approximately 13% of the current shares outstanding,
through an institutional placement.

The announcement came as Ten Holdings -- which owns and operates
the TEN Television Network in Australia and EYE Corp.'s multi-
national out-of-home advertising business -- also provided a
market update on expected earnings for the first half of fiscal
2009, in advance of its scheduled release of its results for this
period in April 2009.

Canwest's President and Chief Executive Officer, Leonard Asper,
said the Company, which is a 56.6% shareholder in Ten Holdings, is
supportive of the proposed capital equity offering and has elected
not to participate in it.  This means that upon a successful
completion of the capital equity offering, Canwest will continue
to hold a greater than 50% equity stake in Ten Holdings.

"I have advised the Board of Ten Holdings that Canwest presently
intends to retain its shareholding.  Canwest endorses Ten
Holdings' proposed equity offering, its sound strategic direction,
attractive market position and, despite the prevailing market
conditions, future growth prospects," Mr. Asper said.

Ten Holdings' executive chairman Nick Falloon said that the
Australian advertising market has continued to be negatively
impacted by the prevailing economic conditions.  He said revenue
for TEN Television in the first half of fiscal 2009 is expected to
be approximately 12% lower than the corresponding period last
year.

"This will result in consolidated revenue being approximately 11%
behind the same period in fiscal 2008," Mr. Falloon said.
"Consolidated earnings before interest, tax, depreciation and
amortization (EBITDA) for the first fiscal half is expected to be
approximately A$118 million, being 28% down on the result achieved
in the first fiscal half of 2008."

In December, Ten Holdings advised that a comprehensive cost review
had been conducted across the Group and the results of this review
had been implemented, with substantial benefits being realized in
operating costs.

Mr. Falloon said that Ten Holdings remains committed to
continually reviewing its cost base and is expected to deliver
zero cost growth (excluding selling costs), consistent with its
previous guidance, while continuing to deliver ONE, the all-sport
digital television channel set to launch in just over a month, as
well as new international and domestic program initiatives for TEN
Television.

Mr. Falloon said that in light of the recent sharp decline in
global advertising markets, Ten Holdings has reviewed the assets
and contracts in TEN Television and EYE and will recognize
A$148 million in non-recurring charges including:

   * EYE -- A$133 million, representing asset write downs and
     losses on onerous contracts, largely within the USA and UK
     operations, and

   * TEN - A$15 million, relating mainly to program inventory
     write downs.

"TEN's strong program line-up for 2009 is our best in years," Mr.
Falloon said. "In the first official week of the survey period,
TEN has demonstrated the strength of its line-up."

He added, "TEN Television is well positioned to grow its already-
competitive footing in the key 18-49 demographic and maintain its
lead in 16-39s. The combination of TEN Television and ONE will
provide a broader and more diverse offering for our viewers and
advertisers."

Ten Holdings is seeking to undertake a potential equity offering
through the institutional placement of up to 120 million new
shares, which represents approximately 13% of its current total
outstanding shares.  Trading in Ten Holdings stock has been halted
while the placement is being finalized.  Ten Holdings has stated
that it will not proceed with the equity offering unless it is
able to achieve an acceptable outcome in the share offering
process.  Should the placement not be completed, Ten Holdings
remains well capitalized and is comfortably placed within the
requirements of its lending facilities.

"We believe that this is a strong asset that continues to evolve
to meet the changing needs of its customers," Mr. Asper said.  "By
continuing to develop a strong lineup and platforms like ONE, the
all-sport digital television channel set to launch in just over a
month, Ten Holdings is positioning itself for the future and to
take advantage of the first sign of economic recovery."

            About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.

The TCR reported on Feb. 16, 2009, that Wojtek Dabrowski at
Reuters reported that Canwest Global Communications Corp. may go
bankrupt.  "They're on the verge of bankruptcy.  The equity has
been reflecting that for some time," Reuters quoted CIBC World
Markets analyst Bob Bek as saying.  According to Reuters, Canwest
Global shares were trading at 49 Canadian cents each on the
Toronto Stock Exchange, compared to C$6.11 each in 2008.


CC MEDIA: Concern on Loan Covenants Cues S&P's Cuts to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on San Antonio, Texas-based CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc. (S&P rates both entities on a consolidated
basis), by one notch.  The corporate credit rating was lowered to
'B-' from 'B'.  These ratings remain on CreditWatch with negative
implications, where they were placed Feb. 13, 2009, reflecting
S&P's concerns over financial covenant compliance.

"The ratings downgrade and continued CreditWatch listing reflects
our deepening concerns about the company's ability to maintain
compliance with financial covenants amid the worsening recession,
especially in light of extremely weak recent results reported by
peer radio and outdoor companies," explained Standard & Poor's
credit analyst Michael Altberg.

Under S&P's baseline scenario, including its assumptions regarding
possible covenant add-backs under Clear Channel's credit
agreement, S&P estimate that the company could violate covenants
in the second half of 2009, or sooner if EBITDA declines are
greater than S&P's expectations.  This scenario contemplates
EBITDA declines in the 40% area over the next several quarters,
with declines moderating toward the second half of the year. S&P's
downside scenario contemplates EBITDA declines in the 40% to 50%
range over the near term.  Under S&P's baseline scenario, EBITDA
coverage of net interest could decline to less than 1x.  For this
reason, if the company were able to obtain an amendment from bank
lenders, S&P believes it would need to use cash balances to meet
any potential upfront fees and increases in interest rate spreads.

For the third quarter of 2008, revenue and EBITDA (excluding
noncash stock compensation) dropped 4% and 16%, respectively.
Declines in the outdoor segment were primarily led by decreases in
higher-margin U.S. billboard revenue.  S&P expects fourth-quarter
results to be materially worse than the third quarter, due to
continued softening at the outdoor segment and further pressure on
key advertising categories such as automotive, retail, and
financial services, as well as unfavorable foreign currency trends
at its European outdoor business.  For the first half of 2009, the
company faces more difficult year-over-year comparisons at its
outdoor business, as this segment didn't show the same level of
comparable weakness in local advertising as other media until the
third quarter of 2008.  Due to the longer-term nature of
contracts, S&P believes the outdoor business could show a slight
lag in recovery as well, even after economic conditions improve.
In addition, S&P is concerned that negative secular trends facing
the radio industry could limit a rebound in 2010.

Pro forma for the company's subpar tender offer completed on
Dec. 23, 2008, balance sheet debt to EBITDA was very high, in
S&P's view, at about 9.6x as of Sept. 30, 2008, up from 9.4x at
June 30, 2008.  S&P's calculation of lease-adjusted total debt
(capitalizing both operating leases and minimum franchise payments
associated with outdoor, and including third-party debt,
guaranteed letters of credit, and acquisition-related earn-out
payments) to EBITDA was still higher, at 10.6x.  Pro forma for the
company's full drawdown of its $2 billion revolving credit
facility, fully adjusted leverage climbs to a steep 11.4x.  For
the 12 months ended Sept. 30, 2008, the conversion of EBITDA to
discretionary cash flow was still good, in S&P's view, at 48%.
For 2009, S&P believes that discretionary cash flow could turn
modestly negative, eating into cash balances.


CENTRAL PLAINS: Moody's Downgrades Rating on 2007A Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Central
Plains Energy Project Gas Project Revenue Bonds, Series 2007A
(Project No. 1) to Ba1 from Baa1.  The downgrade results from the
presence of a guaranteed investment agreement provided by MBIA
Inc. (Ba1) that is also insured by MBIA Insurance Corporation (B3)
in which funds needed for debt service payments are invested.
Moody's recently downgraded the rating of MBIA Insurance
Corporation to B3.

Pursuant to the recent restructuring of MBIA's portfolio of
insurance policies into MBIA Insurance Corp (B3) and MBIA Illinois
(Baa1 on watch for upgrade), MBIA has stated that all surety bonds
issued to support investment contracts provided by MBIA Insurance
Corp will remain at that entity and not be reinsured by MBIA
Illinois.  The GIC for this transaction is issued by MBIA Inc.
(Ba1) and there is a surety bond supporting the GIC from MBIA
Insurance Corporation (B3) which is available in the event MBIA
Inc. fails to pay under the GIC.  Therefore Moody's is relying on
the higher of the two ratings (MBIA Inc. and MBIA Insurance
Corporation) of the entities obligated to pay under the GIC.

The rating on the bonds is based upon the credit quality of (i)
Goldman Sachs Group, Inc. (A1) as guarantor under the gas purchase
agreement; (ii) Metropolitan Utilities District of Omaha, NE (Aa2)
as the sole participant in the transaction; (iii) Royal Bank of
Scotland plc (Aa3/ P-1) as commodity swap provider; (iv) MBIA Inc.
(Ba1) as GIC provider (supported by a surety bond from MBIA
Insurance Corporation (B3)); and (v) Transamerica Life Insurance
Co. (A1/ P-1) as GIC provider.

Although the money invested in the GIC is a relatively small
portion of the overall funds in the transaction, should the funds
held in the GIC not be available for any reason, there could be a
payment default on the bonds.  Bankruptcy of a GIC provider may
lead to an automatic stay on the funds in the GIC, which may also
include any collateral posted pursuant to the GIC.  Since a
payment default on the bonds does not lead to a termination of the
gas purchase agreement it would not trigger a termination payment
by the guarantor and redemption of the bonds.

The most recent rating action on the bonds was on January 13, 2009
when the rating was downgraded to Baa1.  For more information on
the transaction please see Moody's New Issue Report dated
February 9, 2007.


CHAD THERAPEUTICS: Files for Chapter 7; Stops Operations
--------------------------------------------------------
CHAD Therapeutics, Inc., has filed a petition in the U.S.
Bankruptcy Court for the Central District of California under
Chapter 7 of the United States Bankruptcy Code.

CHAD Therapeutics has ceased conducting business.  David R. Hagen
has been appointed as the bankruptcy trustee and can be contacted
at 6320 Canoga Avenue, Suite 1400, Woodland Hills, California
91316.

Harris L. Cohen, Esq., at 5305 Andasol Avenue, Encino, California
91316, is CHAD Therapeutics' counsel.

Court documents say that CHAD Therapeutics listed less than
$1 million in assets and more than $10 million in debts.

California-based CHAD Therapeutics, Inc. --
http://www.chadtherapeutics.com/-- makes devices for sleeping
disorders under the name Dormio Tech.  The company was established
to develop, produce, and market respiratory care devices designed
to improve the efficiency of oxygen delivery systems for both home
and hospital treatment of patients who require supplemental
oxygen.  On November 16, 2007, the Company entered into a
definitive agreement to sell to Inovo, Inc., substantially all of
the assets of the Company related to the oxygen conserver
business, including accounts receivable, inventory, and certain
equipment and intellectual property pursuant to an Asset Purchase
Agreement.  On March 6, 2008, CHAD Therapeutics entered into an
Asset Purchase Agreement (the Purchase Agreement) with
Respironics, Inc., (Respironics).  Pursuant to the Purchase
Agreement, Respironics acquired the Company's assets related to
the transfilling oxygen business, the Total O2 Delivery System,
including the OMNI-5 In-Home Filling System, OMNI-2 In-Home
Filling System, Omni Fill technology, and the Company's Post Valve
patent.


CHRYSLER LLC: Beijing Automotive Denies Asset Purchase Talks
------------------------------------------------------------
Reuters reports Beijing Automotive Industry Co denied a domestic
media report saying it held talks with Chrysler LLC about buying
assets or technology from the U.S. Company.

According to Reuters, the Chinese Business News, citing an unnamed
executive at Beijing Auto, reported on Monday that the Chinese
automaker had initial talks with Chrysler on buying assets and
technology as it seeks to expand globally via acquisitions.

Beijing Auto is interested in buying some of Chrysler's vehicle
and engine manufacturing facilities as well as technology to help
boost its development of its own brand of automobiles, the Chinese
Business News said in a report cited by Reuters.

Bloomberg News relates the Chinese Business News said Chrysler
exited a venture between Beijing Auto and Daimler AG last year
after Cerberus Capital Management LP took control of the U.S.
carmaker.

               About Beijing Automotive Industry

Beijing Automotive Industry Holding Co. Ltd. is one of China's
major auto production bases and among the 8 largest automobile
groups in China as well.  It comprises tens of production
factories and research institutes to produce 700,000 entire
vehicles per year in 3 major categories including jeeps, light-
duty trucks and travelling vans.

Beijing Automotive Industry Holding is the holding company of
Beijing Automotive Import & Export Corporation ("BAIEC") --
http://www.baiec.com/newEbiz1/EbizPortalFG/portal/html/index.html/
-- a supplier of automobiles in China with capabilities ranging
from auto manufacturing, parts supplies to technical solutions and
import and export business.

                       About Chrysler

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: Protocol for Tipton Claims vs. GETRAG Okayed
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved on Feb. 10, 2009, procedures for the resolution of all
lien claims against GETRAG Transmission Manufacturing, LLC's
manufacturing facility under construction in Tipton, Indiana.
With the approval of the procedures, the objections of Chryler,
LLC, are resolved.

As reported in the Troubled Company Reporter on Jan. 13, 2009,
Chrysler raised these objections to the proposed procedures:

   A. The Bankruptcy Court does not have authority to order that
      the Debtor and/or Walbridge can join in any foreclosure
      proceeding or payment action without regard to federal And
      state rules regarding intervention.

   B. Any order should provide that Chrysler in not bound with
      respect to claims resolved in the Bankruptcy Court,
      because, among other things, Chrysler is not a party to the
      Debtor's bankruptcy proceeding nor is it in privity with
      the Debtor or Walbridge.

  C.  The Court cannot restrict Chrysler's right to challenge the
      removal of any foreclosure or Payment Action and to seek
      remand of and/or abstention with respect to any such
      removed action.

  D.  The automatic stay does not apply to Walbridge as it is
      not a debtor.

Pursuant to the Procedures Order, any Project Party wanting to
assert a Project Claim and/or Project Lien against the Debtor, the
Project's general contractor, Walbridge Aldinger Company, another
Project Party (but not a surety furnishing a bond on behalf of
such parties) in connection with the Project, or against the
project itself (but not against Chrysler or any other entity which
is not a Project Party), for payment relating to the Project must
serve a Project Demand on the Debtor, Walbridge, and the Official
Committee of Unsecured Creditors no later than
March 23, 2009.

The Project Demand must include specific information as to the
contract under which the claimant worked, as outlined in the
procedures, including the total amount claimed and a copy of the
recorded lien.  Each creditor should also file a proof of claim by
the Proof of Claim deadline of March 23, 2009.  Service of a
Project Demand should be sent:

  To Debtor:        Jeffrey S. Grasl
                    McDonald Hopkins
                    39533 Woodward Avenue
                    Suite 318
                    Bloomfield Hills, MI 48304
                    Tel: (248) 646-5070
                    email: igrasl@mcdonaldhopkins.com

  To Walbridge:     Judy B. Calton
                    Honigman Miller Schwartz and Cohn LLP
                    2290 First National Building
                    660 Woodward Ave.
                    Detroit, MI 48226
                    Tel: (313) 465-7344
                    email: jcalton@honigman.com

  To Committee:     Matthew Wilkins
                    Butzel Long, P.C.
                    150 W. Jefferson
                    Suite 100
                    Detroit, MI 48226
                    (313) 225-7000
                    email: wilkins@butzel.com

The plaintiff in any Payment Action will give notice of the
Payment Action to Getrag, Walbridge, and the Committee within the
later of five (5) days of the commencement of such action or
service of the procedures order.

On or before May 7, 2009, forty-five days after the deadline for
filing and serving a Project Demand, Walbridge will service a
notice on each party serving a Project Demand or filing a lien on
the Project, to the Debtor, the Committee and all parties on the
Notice Parties.  The Notice will list each of the Project Demand
claims, and the amounts, if any, which Walbridge deems to be
valid.  The Notice will also state the defenses that Walbridge
chooses to reserve, if any, to the Project Demand or lien.

Objections, if any, to the information in the Notice must be filed
with service on the Notice parties, on or before May 27, 2009.

Each Project Party will be prohibited from (i) filing or
continuing a motion for relief from the stay to determine the
amount or validity of its Project Claim and/or Project Lien, (ii)
from commencing or continuing a Payment Action against any party,
and (iii) filing or continuing a foreclosure action (the Stay)
until the earlier of when the Project has been sold, so the amount
of any deficiency has been determined, or Dec. 31, 2009.

Notwithstanding the Stay, any party to a foreclosure action or
Payment Action may seek to remove the action to federal court and
seek transfer of the action to the Bankruptcy Court, subject to
the right, if any, of any party in interest to object to any such
removal and to seek remand or abstention under applicable law or
rules.

Walbridge will retain any claim it may have against Chrysler, LLC.
Nothing in the Procedures Order, however, will preclude Walbridge
from asserting its claim, nor the Debtor or Chrysler from
objecting to such a claim.

A full-text copy of the Court's order approving procedures for the
resolution of all lien claims against the Debtor's Tipton
Manufacturing Facility is available at:

http://bankrupt.com/misc/GETRAGTransmission.ProceduresOrder.pdf

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.

                        About Chrysler LLC

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

                          *     *     *

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

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


CHRYSLER LLC: Treasury's Advisers Talks with Banks on DIP Loans
---------------------------------------------------------------
The U.S. Treasury's advisers have begun talking with banks and
other lenders about an at least $40 billion in financing for
General Motors Corp. and Chrysler LLC, in case the two firms have
to file for bankruptcy, Jeffrey McCracken and John D. Stoll at The
Wall Street Journal report, citing people familiar with the
matter.

WSJ relates that the sources said that the government advisers
have started to aggressively ask Citigroup Inc. and J.P. Morgan
Chase & Co. to participate in any bankruptcy financing.

According to WSJ, administration officials involved in the auto
talks said that they are trying to find a way to restructure GM
and Chrysler without resorting to bankruptcy proceedings.  Citing
the officials, WSJ states that the latest efforts were "due
diligence" on the part of the government advisers, and the
bankruptcy financing may not be necessary.

People involved in the talks with government officials said that
the possible Chapter 11 filings by Chrysler and GM still need to
be considered, WSJ relates.  WSJ quoted a person familiar with the
matter as saying, "Everything is on the table right now" and
President Barack Obama doesn't want to see more massive job losses
in the auto industry, or anger the United Auto Workers by
appearing to push for bankruptcy.

WSJ states that the initial discussions call for private banks to
provide DIP financing, with the government guaranteeing or
backstopping the loan.  Chrysler and GM would use some of the
money to repay the $17.4 billion the government lent the firms in
2008, WSJ relates.  Lenders, WSJ notes, are reluctant to commit
funding to GM or Chrysler.

WSJ says that the government advisers are considering ways the
Treasury could "prime" other banks making DIP loans, so that the
government could receive payment before private creditors.

GM Chairperson and CEO Rick Wagoner said during a news conference
that the company could start talks with the government on how to
fund a stay in bankruptcy court, but said that the firm hasn't
"had extensive discussions yet with the government on DIP
financing," WSJ reports.

                         About Chrysler LLC

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

                         *     *     *

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

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

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

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


CIRCUIT CITY: To Start Auctions for Last Store Leases Feb. 26
-------------------------------------------------------------
Circuit City Stores Inc., currently liquidating the last 567
of its 721 stores, received formal authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hold an
auction for the final batch of stores being closed.

Circuit City and its affiliates asked the Court to:

  (a) approve their proposed bidding and auction procedures for
      the sale of unexpired leases of nonresidential real
      property for all of their remaining retail store and
      distribution centers, and other non-corporate office
      locations;

  (b) set sale hearing dates; and

  (c) authorize and approve:

        (i) the sale of the Leases free and clear of all
            interests, liens, claims, and encumbrances;

       (ii) the assumption and assignment of the Leases; and

      (iii) lease rejection procedures for any leases that are
            not sold in connection with the request.

In January 2009, the Court authorized the Debtors to conduct going
out of business sales at their remaining 567 stores pursuant to an
agency agreement between the Debtors and a joint venture, as
agent.  The Agency Agreement provides that the Agent will pay
occupancy expenses for the Closing Locations, including base rent,
utilities, common area maintenance, real estate and use taxes,
merchant's association dues and expenses, and building insurance
due under the Leases on a per diem basis while the GOB Sales are
conducted.

According to Bloomberg, the Bankruptcy Court approved the hiring
of Liquid Asset Partners LLC as agent to sell the furniture,
fixtures, and equipment in the stores.  The agent will receive a
3% fee.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, discloses that expenses for the
Leases are approximately $28,000,000 per month, and the Debtors
accordingly, intend to resolve the status of the Leases as quickly
as possible following the date on which the Agent intends to
vacate the Closing Location.  The Agent has indicated that it
plans to complete the GOB Sales for certain of the Closing
Locations by February 16, 2009, and the remaining Closing
Locations at various dates throughout March, but in all cases by
no later than March 31, 2009.

                   Bidding/Rejection Procedures

Under the proposed bidding procedures, the Debtors will to conduct
multiple sale processes for the Leases to enable them to sell,
assume and assign or reject the Leases as quickly as practicable,
Mr. Galardi says.

According to Mr. Rochelle, the Court approved bid procedures:

   -- for stores closing before the end of February, bids on the
      leases are due by Feb. 24, followed by an auction on
      Feb. 26.

   -- for stores closing in March, the bid deadline is March 5
      with the auction on March 10.

Hearings to approve sales to anyone bidding on the leases will be
held March 3 and March 13.

To ensure that the Debtors do not unnecessarily expend estate
resources on Leases that will not be assumed and assigned, and
have no further value to the bankruptcy estates after completion
of the GOB Sales, the Debtors also propose certain rejection
procedures that would allow them to promptly reject leases in the
event no bids are received for those leases.

                       About Circuit City

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

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

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Court's approval to pursue going-out-of-business
sales, and sell its store leases.

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: Gov't May Increase Stake in Bank
-----------------------------------------------
David Enrich and Monica Langley at The Wall Street Journal report
that the U.S. government could hold as much as 40% of Citigroup
Inc.'s common stock.

Citing people familiar with the matter, WSJ relates that Citigroup
is talking with government officials on the possible further
acquisition of Citigroup stock.  The report says that Citigroup
has proposed the plan to its regulators.  According to the report,
the sources said that Citigroup executives hope the stake will be
closer to 25%.  A substantial chunk of the $45 billion in
preferred shares that the government obtained last year by
injecting capital into Citigroup would convert into common stock,
the report states, citing the sources.

WSJ says that the government's move to take a big stake could
backfire, and could spur investors to flee other banks.

People familiar with the matter said that Citigroup officials hope
to convince private investors that have acquired preferred shares
in the firm to convert some of those stakes into common stock,
which would further boost an obscure but increasingly pivotal
measure of banks' capital known as "tangible common equity," or
TCE, WSJ reports.  Companies that acquired preferred shares in
Citigroup included the Government of Singapore Investment Corp.,
Abu Dhabi Investment Authority, and Kuwait Investment Authority,
WSJ relates.

                       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.


CONSTAR INTERNATIONAL: Amends DIP Credit Agreement
--------------------------------------------------
On February 10, 2009, Constar International Inc. entered into an
amendment to the Senior Secured Super-Priority Debtor in
Possession and Exit Credit Agreement, dated as of December 31,
2008.  The Amendment permits the Company's United Kingdom
subsidiary to be indebted to, and from time to time to repay debt
owed to, the Company's Dutch subsidiary; provided that the
indebtedness is subordinated to the Obligations on terms
satisfactory to the Administrative Agent and that the aggregate
principal balance of that indebtedness is at least $4.0 million.

A full-text copy of Amendment No. 1 is available for free at:

              http://researcharchives.com/t/s?39c4

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The company provides full-service packaging
services.  The company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Wilmer Cutler Pickering Hale and Dorr LLP
represents the Debtors as their bankruptcy counsel.  The Debtors
proposed Bayard, P.A., as local counsel; Pricewaterhouse Coopers
as auditors and accountants; Greenhill & Co. LLC as financial
advisor; and Epiq Systems Inc. Claims and Balloting Agent.


CONSTAR INTERNATIONAL: TCM & EagleRock Disclose Equity Stakes
-------------------------------------------------------------
In a regulatory filing dated February 17, 2009, 11 entities
disclosed that they no longer beneficially own shares of Constar
International's common stock:

   -- TCM Spectrum Fund LP
   -- TCM Spectrum Fund (Offshore) Ltd.
   -- TCM Select Opportunities Fund (Offshore) Ltd.
   -- TCM Select Opportunities Master Fund Ltd.
   -- Partners Group Alternative Strategies PCC Limited
   -- IBS (MF) Ltd. In Respect of Troob Capital Series
   -- Troob Capital Management LLC
   -- Troob Capital Management (Offshore) LLC
   -- Troob Capital Advisors LLC
   -- Douglas M. Troob and
   -- Peter J. Troob

In a separate regulatory filing, EagleRock Capital Management,
LLC, EagleRock Institutional Partners, LP, EagleRock Master Fund,
LP, and Nader Tavakoli disclosed that:

   (i) EagleRock Capital may be deemed to beneficially own
       2,171,482 shares of the Company's Common Stock,
       constituting approximately 16.8% of the total outstanding
       shares;

  (ii) ERIP may be deemed to beneficially own 933,427 shares,
       constituting approximately 7.2% of the total outstanding
       shares;

(iii) ERMF may be deemed to beneficially own 1,238,055 shares,
       constituting approximately 9.6% of the total outstanding
       shares; and

  (iv) Mr. Tavakoli may be deemed to beneficially own 2,171,482
       shares, constituting approximately 16.8% of the total
       outstanding shares.

EagleRock Capital and Mr. Tavakoli own directly no shares of
Common Stock.  Pursuant to an investment management agreement,
EagleRock Capital maintains investment and voting power with
respect to securities held by ERIP and ERMF.  Mr. Tavakoli is the
manager of EagleRock Capital and therefore controls its investment
decisions.

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The company provides full-service packaging
services.  The company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Wilmer Cutler Pickering Hale and Dorr LLP
represents the Debtors as their bankruptcy counsel.  The Debtors
proposed Bayard, P.A., as local counsel; Pricewaterhouse Coopers
as auditors and accountants; Greenhill & Co. LLC as financial
advisor; and Epiq Systems Inc. Claims and Balloting Agent.


DHP HOLDINGS: Files Schedules of Assets and Debts
-------------------------------------------------
DHP Holdings II Corporation and its affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware their schedules
of assets and liabilities and statements of financial affairs,
disclosing:

                                       Total       Total
                                       Assets      Liabilities
                                       ------      -----------
DHP Holdings II Corporation                   -    $53,635,409
DESA Heating LLC                    $41,083,654    $53,284,051
DESA LLC                            $21,199,657    $86,768,078
DESA IP LLC                         $13,087,209    $53,283,062
DESA FMI LLC                        $10,342,111    $53,344,536
DESA Specialty LLC                  $12,158,228    $53,286,398

                        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.


DISTRIBUTED ENERGY: Morgan Stanley Et Al. Disclose Equity Stake
---------------------------------------------------------------
Morgan Stanley, Morgan Stanley Renewables Inc., and Morgan Stanley
Wind LLC disclosed in a regulatory filing dated
February 17, 2009, that they may be deemed to beneficially own
shares of Distributed Energy Systems Corp.'s common stock.

As of December 31, 2008, Morgan Stanley Renewables Inc. may be
deemed to indirectly beneficially own 9,950,057 shares by virtue
of its ownership interest in Morgan Stanley Wind LLC.  Morgan
Stanley may be deemed to have beneficial ownership of the
9,953,307 shares, including the 9,950,057 shares beneficially
owned by MSW.

On March 7, 2007, in connection with the execution of a joint
venture agreement between Distributed Energy Systems Corp. and
MSW, MSW was issued a common stock purchase warrant entitling MSW
to purchase up to 8% of DESCs common stock outstanding from time
to time, including shares of common stock issuable upon the
exercise of stock options, warrants and other convertible or
exchangeable securities.  Under the terms of the Warrant, MSW and
its affiliates are not permitted to exercise the Warrant if, as a
result of that exercise, the beneficial ownership of MSW and its
affiliates would be greater than 19.9% of the then outstanding
Shares. Based on the number of shares of the Company's common
stock outstanding as of March 31, 2008, as reported in its Form
10-Q that was filed on May 12, 2008 (40,050,228 shares), as of
December 31, 2008, MSW may be deemed to have beneficially owned
9,950,057 shares of the reported securities.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power Systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq., Edward J. Kosmowski, Esq., and Robert F.
Poppiti, Jr., at Young, Conaway, Stargatt & Taylor LLP represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Systems as their claims agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.  Schuyler G. Carroll, Esq., Robert M. Hirsh,
Esq., and Karen McKinley, Esq., at Arent Fox LLP, in New York, and
John V. Fiorella, Esq., Charles C. Brown, III, Esq., and "J"
Jackson Shrum, Esq., at Archer & Greiner, P.C., in Wilmington,
Delaware, represent the Committee.  The Debtors disclosed in their
schedules, assets of $19,593,387 and debts of $43,558,713.


EAST CAMERON: Court Extends Plan Exclusive Period to April 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
extended East Cameron Partners, LP's exclusive period to file a
plan to and including April 3, 2009, and its exclusive period to
solicit acceptances of said plan to and including June 2, 2009.

In its motion, the Debtor said it seeks the extension to negotiate
and obtain a resolution of the adversary proceeding which it filed
on Oct. 16, 2008, against Louisiana Offshore Holding, LLC (LOH),
and to prepare and submit an appropriate disclosure statement and
Plan of Reorganization.  The adversary proceeding seeks a
declaratory judgment that its overriding royalty interest on
certain leases (which are its principal assets) is the Debtor's
property and that it was not, in fact, sold to LOH.  The trial on
the merits is set to begin on April 13, 2009.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed over
$100 million in assets and over $100 million in debts.


EAST CAMERON: May Retain Steffes Vingiello as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of East Cameron
Partners, L.P. has obtained the permission of the U.S. Bankruptcy
Court for the Western District of Louisiana to retain William E.
Steffes, Esq. and the law firm of Steffes, Vingiello & McKenzie,
LLC, as its counsel, nunc pro tunc to Jan. 28, 2009.

As the Committee's counsel, Steffes, Vingiello & McKenzie, LLC and
William E. Steffes will advise the Committee with regard to its
rights and duties, and to take any action necessary or required to
represent its interests in the Debtor's bankruptcy case.

William E. Steffes, a member of the law firm of Steffes, Vingiello
& McKenzie, LLC, tells the Court that the firm has no interest
adverse to the Committee in matters in which the firm is to be
engaged, and that the firm is a "disinterested person" pursuant to
Sec. 327 of the Bankruptcy Code.

The Committee's motion did not include a schedule of the firm's
professional fees.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed over
$100 million in assets and over $100 million in debts.


EAST CAMERON: Panel Wants Examiner Appointed in Debtor's Case
-------------------------------------------------------------
The official committee of unsecured creditors of East Cameron
Partners, L.P., asks the U.S. Bankruptcy Court for the Western
District of Louisiana to direct the U.S. Trustee's office to
appoint an examiner in the Debtor's bankruptcy case.

The Committee tells the Court that it has serious concerns with
regard to the operational and accounting practices of the Debtor.
The Debtor, the Committee says, has filed three monthly operating
reports for the months ending October 31, November 30, and
December 31, that, on their face show:

  -- depletion of $1,696,965 in cash; and

  -- payments to companies affiliated or related to Debtor's
     management in the amount of $986,439, without detailed or
     supporting documentation as to $5428,453 of such payments.

The Committee adds that the examination of the Debtor pursuant to
Rule 2004 commenced on Jan. 29, 2009, and continued through
Jan. 30, 2009, but the examination was not completed, because
William Fanning, the person most qualifed to testify regarding the
Debtor's financial and accounting records, was recovering from
surgery and not available to testify.

The Committee states that the examiner be specifically empowered
to:

  (a) conduct an investigation of all transactions between the
      Debtor and any entities, particularly Open Choke Operating,
      Open Choke Energy, Open Choke Exploration, BT Operating,
      and BT Exloration, having any common ownership, common
      management, or control by a common entity with the Debtor,
      including transactions involving affiliates and insiders of
      the Debtor and the Debtor's management for the three year
      period prior to bankruptcy filing; and,

   b) review and, to the extent the examiner deems advisable or
      appropriate, audit Debtor's books and records with regard
      to each of the Debtor's monthly operating reports ending
      Jan. 31, 2009.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed over
$100 million in assets and over $100 million in debts.


FANNIE MAE: $200 Bil. Deal Expansion Won't Affect S&P's Ratings
---------------------------------------------------------------
The U.S. Treasury announced on Feb. 18, 2009, that it is expanding
its senior preferred stock purchase agreement with government-
sponsored enterprises Fannie Mae and Freddie Mac to $200 billion
per company -- twice the amount found in the original September
2008 agreement.

This announcement will have no impact upon Standard & Poor's
Ratings Services' current ratings on Fannie Mae's senior unsecured
debt (AAA/Stable/A-1+), subordinated debt ('A'), or preferred
stock ('C').  Nor does it impact the current ratings on Freddie
Mac's senior unsecured debt (AAA/Stable/A-1+), subordinated debt
('A'), or preferred stock ('C').

The Treasury's senior preferred stock purchase agreement with the
regulator of Fannie Mae and Freddie Mac -- the Federal Housing
Finance Agency -- coincided with the placement of the GSEs in
conservatorship, with the FHFA acting as their conservator.  The
increased senior preferred stock purchase agreement sends a strong
signal that the U.S. government will maintain its ongoing
commitment to these two institutions.  S&P believes the government
intends for this action to instill further investor confidence in
the U.S. mortgage market, while also helping these firms to
further expand their funding capacity.  This should enable the
GSEs to continue to carry out their public policy role of
providing liquidity to the housing finance sector.  The Treasury
also reaffirmed its commitment to go on with its purchase of GSE
mortgage-backed securities to maintain liquidity in this market.
The GSEs' retained mortgage portfolio size agreement was also
increased by $50 billion, allowing their respective portfolios to
grow to $900 billion.

The GSEs will be making their year-end announcements in the next
few weeks.  S&P expects Fannie Mae to announce that it will make
its first draw on the senior preferred stock purchase agreement
and that Freddie Mac will make its second draw (it made its first
$13.8 billion draw in November 2008) after the company releases
its fourth-quarter results.  After its second draw, Freddie Mac's
senior preferred stock outstanding could reach $48 billion.
Fannie Mae has indicated that its preferred stock draw could be in
the $11 billion-$16 billion range (this amount is subject to
material revision as Fannie Mae finalizes its yearend financial
statements).

While the GSEs are in conservatorship, the FHFA has suspended its
regulatory capital requirements and classifications due to the
Treasury's senior preferred stock purchase agreement.  While
providing liquidity to the mortgage market in accordance with
their public mission remains a top priority, the GSEs primary
financial objective from their regulator is to manage their
affairs toward a positive GAAP (generally accepted accounting
principles) stockholder's equity position.


FLYING J: Wants to Borrow up to $10 Million from Merrill Lynch
--------------------------------------------------------------
Flying J Inc. and Longhorn Pipeline Inc. ask the U.S. Bankruptcy
Court for the District of Delaware to authorize them to obtain up
to $10,000,000 of secured postpetition loans on a superpriority
administrative claim and first priority lien basis from Merrill
Lynch.

The LPI DIP Debtors' obligations under the DIP Facility will be
secured by (a) a first priority lien on the (i) Pushed Product,
(ii) receivables generated from the sale of such Pushed Product,
including a lien on the relevant supply contracts, (iii) Purchased
Product until title passes to LPI when the new Pushed Product is
pushed through the pipeline, and (iv) all sales contracts for
Pushed Products and proceeds thereof; and (b) a second lien on all
existing collateral of LPI's prepetition secured lender.  The
Pushed Procuct refers to the product coming out of the pipeline in
El Paso and/or Crane.

Debtor LPI and its debtor subsidiaries own and operate a 700-mile
common carrier pipeline with through-put capacity of over 70,000
barrels per day from the Gulf Coast to the Southwestern United
States.  Currently, LPI has over 900,000 barrels of refined
gasoline and diesel products in the pipeline that include winter
mix product, which can only be sold "as is" during certain months
each year designated as the "winter season," that is, winter mix
cannot be sold after early April 2009 until the next winter
season.

Upon receiving interim approval of the DIP Facility, the LPI DIP
intend to use the proceeds from the DIP Facility to purchase newer
product that will flush the pipeline of the winter mix product in
order to sell the winter mix product before the end of the winter
season.

The significant terms of the proposed DIP Credit Agreement are
summarized as follows:

  Facility Amount:   $10 million

  Borrower:          Flying J Inc

  Guarantor:         Longhorn Pipeline Inc.

  Structure:         Senior Secured Revolving Credit Facility.
                     Borrowings that are repaid may be reborrowed
                     through April 15, 2009 ("Maturity").
                     Borrower shall pay (a) L+6.5%, with L floor
                     of 3%; and (b) pay when due all of Lender's
                     reasonable professional fees related to the
                     DIP Facility.

  Advance Rate:      Borrowings under the facility are limited to
                     50% of the invoice value of the Purchased
                     Product at Galena Park (the "Maximum
                     Borrowing")

  Maturity:          April 15, 2009

  Success Fee:       $50,000 payable within 1 day of the entry of
                     an order by the Court authorizing the DIP
                     Facility plus 20% of the borrower's profit
                     in excess of $300,000 from the swap
                     transactions, payalble as an increased claim
                     on the Maturity Date.  In no event shall the
                     Success Fee exceed $200,000

  Cash Collateral
  Motion:            Lender agrees to continued use of cash
                     collateral by LPI consistent with the
                     current cash collateral order, including
                     without limitation the reborrowing ability
                     provided for in the Repayment of Loans
                     section of the cash collateral order, until
                     the deemed lifting of the automatic stay as
                     provided under the Additional Conditions
                     Applicable to the Prepetition Loan

The Debtors tell the Court that the potential benefits from the
LPI DIP Debtors being able to access postpetition financing are
substantial and access to the DIP Facility will enable the Debtors
to maximize their estates for the benefit of all the paties in
interest.  Merrill Lynch was the only party willing to provide
debtor in possession financing on such a short lead time.

The Debtor requests that the Court set a final hearing for
March 4, 2009, at 3:00 p.m. ET, and set Feb. 25, 2009, at 4:00
p.m. as the deadline for parties to file objections to the Motion.

                          About Flying J

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


FLYING J: April 20 Deadline for Filing Sec. 503(b)(9) Claims Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 20, 2009, as the deadline for filing requests
for allowance of administrative claims under Sec. 503(b)(9) in
Flying J., Inc., and its debtor-affiliates' bankruptcy cases.

The Debtors in these Chapter 11 cases are: Flying J Inc.; Big West
of California, LLC; Big West Oil, LLC; Big West Transportation,
LLC; Longhorn Partners Pipeline, L.P.; Longhorn Pipeline Holdings,
LLC; and Longhorn Pipeline Inc.

Parties asserting administrative expense claims for the value of
any goods sold in the ordinary course of business and received by
the Debtors within twenty days before Dec. 22, 2008 (the "Petition
Date") must file a Sec. 503(b)(9) Claim no later than 4:00 p.m.,
Eastern Time, on April 20, 2009.

Each Sec. 503(b)(9) Claim must include:

(a) The amount of the Sec. 503(b)(9) Claim;

(b) The particular Debtor against which the Sec. 503(b)(9) Claim
     is asserted;

(c) The value of the goods the Sec. 503(b)(9) Claiman contends
     the Debtor received within twenty days before the Petition
     Date;

(d) A certification that the goods with respect to which the
     Sec. 503(b)(9) Claim is being filed were sold in the
     ordinary course of the Debtor's business;

(e) The Sec. 503(b)(9) Claim must also include or attach the
     particular invoices for which any such Sec. 503(b)(9) Claim
     is being asserted.

Each Sec. 503(b)(9) Claim must be delivered to and received by
Epiq Bankruptcy Solutions, as follows:

If by first class mail:

      Flying J. Inc. Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5082
      New York, NY 10150-5082

If by Hand Delivery or Overnight mail:

      Flying J. Inc. Claims Porcessing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New york, NY 10017

with a copy to:

      Kirkland & Ellis LLP
      Attn: Vincente Tennerelli
      Aon Center
      200 East Randolph
      Chicago, Illinois 60601

Any holder of a Sec. 503(b)(9) Claim that fails to file a Sec.
503(b)(9) Claim by the Sec. 503(b)(9) Bar Date is forever barred,
estopped, and permanenly enjoined from asserting its Sec.
503(b)(9) Claim against the Debtors, their estates, or the
property of any of them, and such holder shall not be entitled to
receive any distribution in these bankruptcy cases on account of
such Sec. 503(b)(9) Claim or receive further notices regarding
such Sec. 503(b)(9) Claim absent further of the Court.

                          About Flying J

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


FOAMEX INTERNATIONAL: Can Access $20 Million Loan on Interim Basis
------------------------------------------------------------------
Foamex International Inc., received interim approval to borrow
$20 million from a $95 million credit offered by MatlinPatterson
Global Advisers LLC, Bloomberg's Bill Rochelle said.

According to the report, the U.S. Bankruptcy Court for the
District of Delaware at a Feb. 20 hearing approved interim
financing after requiring changes in terms of the agreement to
limit some of the lenders' control over the reorganization.

As reported by the Troubled Company Reporter on February 19, the
Company is seeking Bankruptcy Court approval of up to $95 million
in debtor-in-possession financing provided by MatlinPatterson
Global Opportunities Partners III L.P. and Bank of America, which
represents a significant incremental cash availability at the
outset of the proceedings.

                   About Foamex International

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

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

                   About Foamex International

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

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

                          *     *     *

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

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


FONTAINEBLEAU LAS VEGAS: Cash Concerns Cue S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Fontainebleau Las Vegas Holdings LLC to
'CCC' from 'B-'.  The corporate credit rating, as well as all
issue-level ratings on FLVH's related entities, was removed from
CreditWatch, where it was placed with negative implications on
Sept. 18, 2008.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on the
$1.85 billion senior secured credit facility borrowed by
Fontainebleau Las Vegas LLC and Fontainebleau Las Vegas II LLC,
both wholly owned subsidiaries of FLVH, to 'CCC' (at the same
level as the 'CCC' corporate credit rating on FLVH) from 'B'.  The
recovery rating on the facility was revised to '4', indicating
S&P's expectation of average (30% to 50%) recovery for lenders in
the event of a payment default, from '2'.

S&P also lowered the issue-level rating on the $675 million second
mortgage notes issued jointly by FLVH and its wholly owned
subsidiary, Fontainebleau Las Vegas Capital Corp., to 'CC' (two
notches lower than the 'CCC' corporate credit rating) from 'CCC'.
The recovery rating on this debt remains unchanged at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"The ratings downgrade reflects our concern that, given the
substantial pullback in consumer discretionary spending and its
pronounced effect on the gaming sector in general and, more
specifically, on the Las Vegas Strip, Fontainebleau Las Vegas'
ability to generate sufficient cash flow to service its capital
structure is in doubt," said Standard & Poor's credit analyst Ben
Bubeck.

Although the property is not scheduled to open until later this
year, S&P's current projections for the Las Vegas Strip call for
EBITDA declines similar to those observed in recent quarters
through at least the first half of 2009, followed by only a modest
recovery in 2010.  Given the pressure that declines in visitation
have placed on room rates, in addition to reduced spend per
visitor, S&P has substantially lowered its expectations for EBITDA
generation at Fontainebleau Las Vegas in 2010.  S&P remains
concerned with the property's ability to generate an adequate
amount of foot traffic, given its disadvantaged location at the
north end of the Strip, particularly following the delays and
postponements of other projects around Fontainebleau Las Vegas.

In addition, the downgrade reflects S&P's belief that FLVH is
unlikely to generate any meaningful level of proceeds from condo
sales over the intermediate term.  Proceeds from the sales of
condos are an important source of cash for the project.  Though
not critical to completing the project, these funds are necessary
to reduce debt balances following its opening, to levels that are
serviceable with cash flow.  Absent any meaningful condo proceeds,
Fontainebleau Las Vegas will open with a debt load of
approximately $2.9 billion and an interest burden of about
$200 million (including the non-recourse retail facilities).
S&P's current EBITDA projection for the property would fall short
of meeting the interest burden.

The 'CCC' corporate credit rating on FLVH reflects S&P's
expectation for cash flow generation insufficient to service the
current capital structure upon the opening of Fontainebleau Las
Vegas.  FLVH was formed in 2006 to design, develop, construct,
own, and operate the property, which will be located on the
northern portion of the Strip at the site of the former El Rancho
Hotel and Algiers Hotel.


FORD MOTOR: Reaches Tentative Deal on Retiree Benefits With UAW
---------------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Ford Motor
Co. said on Monday that it has reached a tentative deal with the
United Auto Workers union over unionized retiree health benefits.

UAW President Ron Gettelfinger said that the union has reached an
agreement with Ford Motor on modifications to the Voluntary
Employee Beneficiary Association, the union's health care trust
for UAW Ford retirees.  The union also reached tentative agreement
with the company on other modifications to the 2007 UAW-Ford
National Agreement on February 15.

The proposed changes will be presented to the union's local
leadership at a council meeting early this week.  Any changes to
the contract are subject to approval of the UAW membership at Ford
Motor.  In addition, proposed changes to the VEBA will require
court approval.

WSJ relates that Ford Motor faces $13.6 billion in legacy health
costs.  The Company, according to WSJ, said that up to half of its
future payments to a retiree fund could be made in stock rather
than cash under the terms of the pact.  WSJ quoted Ford Motor as
saying, "We will consider each payment when it is due and use our
discretion in determining whether cash or stock makes sense at the
time, balancing our liquidity needs and preserving shareholder
value."

                         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: No Longer Accepting Gift Cards
--------------------------------------------------
Fortunoff Holdings LLC is no longer accepting gift cards,
Bloomberg News said.  According to Bloomberg's Bill Rochelle, the
Company said in substance that bankruptcy law prohibits accepting
gift cards.  The Company said it intended to stop accepting the
cards on Feb. 5 when the bankruptcy petition was filed.  The
stores continued accepting cards until Feb. 17 when the no-card
policy was enforced.

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.  The hearing for
approval of the highest bid will be Feb. 24.

                     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.


FORWARD FOODS: Can Access $4-Million Loan on Interim Basis
----------------------------------------------------------
Forward Foods LLC received interim approval from the U.S.
Bankruptcy Court for the District of Delaware for a $4 million
loan from Emigrant Capital Corp.

According to Bloomberg's Bill Rochelle, the Court will convene a
hearing on March 18 for final approval of the financing provided
by Emigrant, the private-equity investor that bought the business
in 2006 from Bluegrass Bars LLC.

Mr. Rochelle adds that Forward scheduled a hearing on March 18 to
approve a settlement with Bluegrass resolving disputes arising
from the 2006 acquisition.  Bluegrass is to pay $975,000 to
Forward while turning $6.5 million in secured and unsecured
acquisition notes over to Emigrant

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

Forward Foods LLC filed a Chapter 11 petition February 17 in
Delaware after recalling 75% of its products on account of using
peanuts from Peanut Corp. of America.  PCA had earlier filed for
Chapter 7 liquidation, after closing its plants due to salmonella
poisoning on its products.


FREMONT GENERAL: Harbinger Et Al. Disclose Zero Equity Stake
------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Offshore Manager, L.L.C., HMC Investors, L.L.C., Harbert
Management Corporation, Philip Falcone, Raymond J. Harbert and
Michael D. Luce disclosed in a regulatory filing dated
February 17, 2009, that they no longer own any shares of Fremont
General Corporation's common stock.

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


GENERAL DATACOMM: Dec. 31 Balance Sheet Upside Down by $35.8MM
--------------------------------------------------------------
General DataComm Industries, Inc., and its subsidiaries disclosed
that their December 31, 2008, balance sheet showed total assets of
$7,683,000 and total liabilities of $43,505,000, resulting in
total stockholders' deficit of $35,822,000.

The Company incurred a net loss of $1,493,000 and used a
significant amount of cash in its operating activities for the
three months ended December 31, 2008.  The Company has no current
ability to borrow additional funds except as may be provided
pursuant to a receivable sales agreement with a related party.  It
must, therefore, plan on funding operations from cash balances,
cash generated from operating activities and any cash that may be
generated from the sale of non-core assets such as real estate and
others.  In addition, at December 31, 2008, the Company had a
working capital deficit of approximately
$34.4 million, including debentures in the principal amount of
$19.5 million, together with accrued interest of $10.3 million,
which matured on October 1, 2008.  While a subordinated security
agreement signed by the indenture trustee on behalf of the
debenture holders provides that no payments may be made to
debenture holders, and that no event of default may be declared
under the indenture, while senior secured debt is outstanding, in
the absence of those restrictions the Company does not have the
ability to repay the debentures.  As of December 31, 2008, senior
secured debt consists of notes payable to related parties and a
real estate mortgage.  A failure to pay the debentures when they
become due and payable could result in an event of default being
declared under the indenture governing the debentures.

To continue operations, management has responded in 2008 by
entering into a receivable sales agreement with a related party to
provide liquidity and by selling its patents for proceeds of
$4,000,000 while retaining rights to use the patented
technologies.  In addition, management has implemented operational
changes, including reducing certain salaries, restructuring the
sales force, increasing factory and office shutdown time,
constraining expenses and reducing the employee workforce.  The
Company also continues to pursue the sale or lease of its
headquarters' land and building in Naugatuck, CT.  In 2007 senior
debt was replaced with mortgage debt on more favorable terms.

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.  GDC's product
offerings enable legacy and DSL network access; bandwidth
management, multiprotocol label switching (MPLS), voice over IP
(VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.


GENERAL GROWTH: Amends Loan Agreement for Oakwood Shopping Center
-----------------------------------------------------------------
General Growth Properties, Inc., and certain of its subsidiaries,
including Oakwood Shopping Center Limited Partnership, have
entered into a First Amendment to Loan Agreement with Citicorp
North America, Inc., as a lender and as administrative agent for
the other lenders party thereto, and certain additional lenders,
to amend the Loan Agreement dated as of January 30, 2006, by and
among the Company Parties and the Lenders for the mortgage loan
secured by the Company's Oakwood Shopping Center located in Gretna
Louisiana.

Pursuant and subject to the terms of the Amendment, the maturity
date of the Loan was extended to March 16, 2009.  The Loan's
original maturity date of February 9, 2009, had previously been
extended pursuant to agreements between the Company Parties and
the Lenders.

The Company is currently in default under certain of its loans.
As previously reported, the Company has entered into forbearance
agreements with certain of its lenders pursuant to which such
lenders have agreed to forbear from exercising certain of their
default related rights and remedies under such loans.  However,
the forbearance agreements related to mortgage loans secured by
the Company's Fashion Show and Palazzo shopping centers located in
Las Vegas, Nevada expired on February 12, 2009.  The expiration of
these forbearance agreements permitted the lenders under the
Company's 2006 Credit Facility and 2008 secured portfolio facility
to terminate the previously announced forbearance agreements
related to these loan facilities.  However, the Company has not
received notice of any such termination, as required by the terms
of such forbearance agreements.  In addition, the Company has also
been unable to enter into or extend forbearance or similar
agreements for its other mature secured mortgage loans, and there
can be no assurance that it will be able to do so.  The Company
continues to work with its lenders with respect to loans under
which it is in default or may be in default in the near future.

Kris Hudson at The Wall Street Journal relates that General
Growth's investors will be looking at how badly the Company has
been hurt by bankruptcies and contractions by retailers and signs
of whether operations have suffered because senior executives have
been distracted by the Company's solvency crisis.  WSJ says that
General Growth was scheduled to release its fourth-quarter results
on February 23.

WSJ quoted UBS AG analyst Jeffrey Spector as saying, "It will be
extremely telling if we see serious declines in fundamentals --
occupancy in particular and leasing spreads.  That would be the
clear evidence that their eye isn't on the ball and operations are
slipping faster than they should be."

WSJ notes that if the cash flow generated by General Growth's
malls declines much further, it could put the Company in violation
of bond covenants.  General Growth, according to WSJ, must
generate enough cash flow to cover 1.6 times interest payments on
its debt.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner with 200-plus shopping malls in 44 states.  General
Growth is a self-administered and self-managed real estate
investment trust.  General Growth owns, manages, leases and
develops retail rental property, primarily shopping centers.
Substantially all of its properties are located in the United
States, but the company also has retail rental property operations
and property management activities -- through unconsolidated joint
ventures -- in Brazil and Turkey.  Its Master Planned Communities
segment includes the development and sale of residential and
commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas; and Summerlin, Nevada, as well
as the development and sale of its one residential condominium
project located in Natick (Boston), Massachusetts.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had
$29.6 billion in total assets and $27.3 billion in total
liabilities as at Sept. 30.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.


GEORGIA GULF: Weak Financial Performance Cues Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Georgia Gulf
Corporation.  Moody's lowered GGC's Corporate Family Rating to
Caa2 from B3, senior secured revolver and term loan to B3 from
Ba3, senior unsecured notes to Caa3 from Caa1 and senior
subordinated notes to Ca from Caa2.  These actions follow the
company weak fourth quarter performance, the potential for a
weaker and longer downturn in the company's primary end-markets
and difficult credit environment, which will reduce the company's
flexibility in refinancing or amending its senior secured
facilities prior to the filing of financial statements for the
second quarter of 2009.  The rating outlook is negative.

"As Moody's have previously stated, Georgia Gulf will need to
amend or refinance its secured facility by the end of July to
prevent a potential breach of its financial covenants;" stated
John Rogers, Senior Vice President at Moody's "Unfortunately the
weakening economic environment along with a difficult credit
market have significantly reduced its options."

The two notch downgrade reflects the company's weak financial
performance in 2008 and the increasing likelihood that 2009 and
2010 financial metrics will not improve significantly from current
levels.  Hence, GGC's performance and liquidity will remain under
pressure for longer than previously anticipated, thereby
constraining the company's ability to obtain sufficient covenant
relief under its secured facility, without incurring more onerous
terms that may further limit GGC's financial flexibility or
necessitate a restructuring of its debt.

The negative outlook reflects uncertainties tied to the timing and
terms of any further amendment to GGC's secured facilities, the
effect of weak first quarter financial performance on negotiations
with secured lenders, and the size of potential cash outflows in
the first half of 2009 related to seasonal working capital build
and on-going cost reduction initiatives.  The outlook also
reflects Moody's belief that the PVC and downstream product
fabrication markets will decline further in 2009 and that these
market will not meaningfully rebound in 2010, as previously
anticipated.  Changes to the company's CFR and outlook will be
triggered by the terms of the any amendment with its secured
lenders and any changes to its capital structure that may be
required to maintain compliance with these terms over the next 12-
18 months.

Ratings downgraded:

Georgia Gulf Corporation

  -- Corporate family rating to Caa2 from B3

  -- Probability of Default rating to Caa2 from B3

  -- Senior Secured Revolving credit facility to B3, LGD3/31% from
     Ba3, LGD2/23%

  -- Senior Secured Term Loan to B3, LGD3/31% from Ba3, LGD2/23%

  -- Senior Unecured Notes to Caa3, LGD5/80% from Caa1, LGD5/71%

  -- Senior Subordinated Debentures to Ca, LGD6/94% from Caa2,
     LGD6/93%

The last rating action on Georgia Gulf Corporation was on March
12, 2008, when Moody's lowered the company's rating to B3 from B1.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).


GETRAG TRANSMISSION: Protocol for Resolving Tipton Claims Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern district of Michigan
approved on Feb. 10, 2009, procedures for the resolution of all
lien claims against GETRAG Transmission Manufacturing, LLC's
manufacturing facility under construction in Tipton, Indiana.  All
objectionS were either resolved by the Court's order or overruled.

Pursuant to the Procedures Order, any Project Party wanting to
assert a Project Claim and/or Project Lien against the Debtor, the
Project's general contractor, Walbridge Aldinger Company, another
Project Party (but not a surety furnishing a bond on behalf of
such parties) in connection with the Project, or against the
project itself (but not against Chrysler or any other entity which
is not a Project Party), for payment relating to the Project must
serve a Project Demand on the Debtor, Walbridge, and the Official
Committee of Unsecured Creditors no later than
March 23, 2009.

The Project Demand must include specific information as to the
contract under which the claimant worked, as outlined in the
procedures, including the total amount claimed and a copy of the
recorded lien.  Each creditor should also file a proof of claim by
the Proof of Claim deadline of March 23, 2009.  Service of a
Project Demand should be sent:

  To Debtor:        Jeffrey S. Grasl
                    McDonald Hopkins
                    39533 Woodward Avenue
                    Suite 318
                    Bloomfield Hills, MI 48304
                    Tel: (248) 646-5070
                    email: igrasl@mcdonaldhopkins.com

  To Walbridge:     Judy B. Calton
                    Honigman Miller Schwartz and Cohn LLP
                    2290 First National Building
                    660 Woodward Ave.
                    Detroit, MI 48226
                    Tel: (313) 465-7344
                    email: jcalton@honigman.com

  To Committee:     Matthew Wilkins
                    Butzel Long, P.C.
                    150 W. Jefferson
                    Suite 100
                    Detroit, MI 48226
                    (313) 225-7000
                    email: wilkins@butzel.com

The plaintiff in any Payment Action will give notice of the
Payment Action to Getrag, Walbridge, and the Committee within the
later of five (5) days of the commencement of such action or
service of the procedures order.

On or before May 7, 2009, forty-five days after the deadline for
filing and serving a Project Demand, Walbridge will service a
notice on each party serving a Project Demand or filing a lien on
the Project, to the Debtor, the Committee and all parties on the
Notice Parties.  The Notice will list each of the Project Demand
claims, and the amounts, if any, which Walbridge deems to be
valid.  The Notice will also state the defenses that Walbridge
chooses to reserve, if any, to the Project Demand or lien.

Objections, if any, to the information in the Notice must be filed
with service on the Notice parties, on or before May 27, 2009.

Each Project Party will be prohibited from (i) filing or
continuing a motion for relief from the stay to determine the
amount or validity of its Project Claim and/or Project Lien, (ii)
from commencing or continuing a Payment Action against any party,
and (iii) filing or continuing a foreclosure action (the "Stay")
until the earlier of when the Project has been sold, so the amount
of any deficiency has been determined, or Dec. 31, 2009.

Notwithstanding the Stay, any party to a foreclosure action or
Payment Action may seek to remove the action to federal court and
seek transfer of the action to the Bankruptcy Court, subject to
the right, if any, of any party in interest to object to any such
removal and to seek remand or abstention under applicable law or
rules.

Walbridge will retain any claim it may have against Chrysler, LLC.
Nothing in the Procedures Order, however, will preclude Walbridge
from asserting its claim, nor the Debtor or Chrysler from
objecting to such a claim.

As reported in the Troubled Company Reporter on Jan. 13, 2009,
Chrysler raised these objections to the proposed procedures:

   A. The Bankruptcy Court does not have authority to order that
      the Debtor and/or Walbridge can join in any foreclosure
      proceeding or payment action without regard to federal And
      state rules regarding intervention.

   B. Any order should provide that Chrysler in not bound with
      respect to claims resolved in the Bankruptcy Court,
      because, among other things, Chrysler is not a party to the
      Debtor's bankruptcy proceeding nor is it in privity with
      the Debtor or Walbridge.

  C.  The Court cannot restrict Chrysler's right to challenge the
      removal of any foreclosure or Payment Action and to seek
      remand of and/or abstention with respect to any such
      removed action.

  D.  The automatic stay does not apply to Walbridge as it is
      not a debtor.

A full-text copy of the Court's order approving procedures for the
resolution of all lien claims against the Debtor's Tipton
Manufacturing Facility is available at:

http://bankrupt.com/misc/GETRAGTransmission.ProceduresOrder.pdf

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.

                          *     *     *

                        About Chrysler LLC

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

                          *     *     *

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

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


GENERAL MOTORS: Treasury's Advisers Mulls Possible DIP Loans
------------------------------------------------------------
The U.S. Treasury's advisers have begun talking with banks and
other lenders about an at least $40 billion in financing for
General Motors Corp. and Chrysler LLC, in case the two firms have
to file for bankruptcy, Jeffrey McCracken and John D. Stoll at The
Wall Street Journal report, citing people familiar with the
matter.

WSJ relates that the sources said that the government advisers
have started to aggressively ask Citigroup Inc. and J.P. Morgan
Chase & Co. to participate in any bankruptcy financing.

According to WSJ, administration officials involved in the auto
talks said that they are trying to find a way to restructure GM
and Chrysler without resorting to bankruptcy proceedings.  Citing
the officials, WSJ states that the latest efforts were "due
diligence" on the part of the government advisers, and the
bankruptcy financing may not be necessary.

People involved in the talks with government officials said that
the possible Chapter 11 filings by Chrysler and GM still need to
be considered, WSJ relates.  WSJ quoted a person familiar with the
matter as saying, "Everything is on the table right now" and
President Barack Obama doesn't want to see more massive job losses
in the auto industry, or anger the United Auto Workers by
appearing to push for bankruptcy.

WSJ states that the initial discussions call for private banks to
provide DIP financing, with the government guaranteeing or
backstopping the loan.  Chrysler and GM would use some of the
money to repay the $17.4 billion the government lent the firms in
2008, WSJ relates.  Lenders, WSJ notes, are reluctant to commit
funding to GM or Chrysler.

WSJ says that the government advisers are considering ways the
Treasury could "prime" other banks making DIP loans, so that the
government could receive payment before private creditors.

GM Chairperson and CEO Rick Wagoner said during a news conference
that the company could start talks with the government on how to
fund a stay in bankruptcy court, but said that the firm hasn't
"had extensive discussions yet with the government on DIP
financing," WSJ reports.

                    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.


GLOBAL CONSUMER: Receives Non-Compliance Notice From NYSE
---------------------------------------------------------
Global Consumer Acquisition Corp. (NYSE Alternext US: GHC, GHC.U,
GHC.WS) received a deficiency letter from NYSE Alternext US LLC
indicating that the Company was not in compliance with the annual
stockholder meeting requirements of Section 704 of the NYSE
Alternext US Company Guide because the Company did not hold an
annual stockholders meeting during the year ended December 31,
2008.  The Company has been informed by the Exchange that a
similar letter was sent to all of its listed companies, including
blank check companies, that did not hold an annual meeting in
2008. The notification from the Exchange indicates that the
Company has until March 10, 2009 to submit a plan advising the
Exchange of action it has taken, or will take, that would bring
the Company into compliance with all continued listing standards
by August 11, 2009.

The Company intends to submit a plan of compliance to the Exchange
as soon as practicable and no later than the March 10, 2009
deadline. Upon receipt of the Company's plan, the Exchange will
evaluate the plan and make a determination as to whether the
Company has made a reasonable demonstration in the plan of an
ability to regain compliance with the continued listing standards,
in which case the plan will be accepted. If accepted, the Company
will continue its listing, during which time the Company will be
subject to continued periodic review by the Exchange's staff. If
the Company's plan is not accepted, the Exchange could initiate
delisting procedures against the Company.

                  About Global Consumer Acquisition

Global Consumer Acquisition Corp. (NYSE Alternext US: GHC, GHC.U,
GHC.WS) is a blank check company organized for the purpose of
effecting a merger, capital stock exchange, asset or stock
acquisition, exchangeable share transaction, joint venture or
other similar business combination with one or more domestic or
international operating businesses.


GOODYEAR TIRE: Moody's Affirms Corporate Family Rating at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has lowered the Speculative Grade
Liquidity Rating of Goodyear Tire & Rubber Company's, to SGL-3
from SGL-2.  In a related action, the Corporate Family Rating was
affirmed at Ba3.  The rating outlook remains Negative.

The lowering of the Speculative Grade Liquidity Rating of SGL-3
reflects Moody's expectation of Goodyear's ability to generate
free cash flow over the next twelve months to be more challenged
by general economic conditions, and lower passenger miles driven.
While the company's current liquidity is expected to be sufficient
to meet the $498 million of debt maturities due in December 2009,
the company will likely have a weaker liquidity profile subsequent
to this payment.  As of December 31, 2008, Goodyear maintained
$1.9 billion of cash and cash equivalents. Availability under the
$1.5 billion revolver was about $300MM at December 31, 2008 and
availability under the Euro 505MM revolver was about EUR368MM
($513MM).  Based on seasonal fluctuations, the EUR450MM
securitization facility was fully utilized, which had EUR346MM
outstanding.  The coverage ratio covenant test under the
$1.5 billion revolver comes into effect when availability under
the revolver, plus cash balances, goes below $150MM. Goodyear has
the capacity under the indentures for its unsecured obligations to
pledge additional assets (subject to the terms, limitations and
exclusions provided in the respective indentures).  Should the
permissible basket of liens exceed the prescribed amount, Goodyear
would be required to ratably secure the unsecured notes and bonds
issued under the indentures.  The SGL-3 reflects adequate
liquidity over the next twelve months.

The affirmation of Goodyear's ratings and negative outlook
continues to reflect the company's prospect of deterioration in
operating performance while incorporating the company's adequate
liquidity profile.  The global recessionary environment has
depressed both replacement tire demand and automotive original
equipment demand in North America and abroad which has been
reflected in the company's weak fourth quarter performance.
Original equipment tire demand for passenger cars and commercial
vehicles, represents about 27% of Goodyear's 2008 unit volumes.
However, according to the company, sales attributable to the
Detroit-3 automakers on a global basis are expected to be less
than 8% of 2008 revenues.  Goodyear has also suffered from the
impact of higher raw material prices in 2008.

The negative outlook also considers the continuing deterioration
in passenger miles driven, even as gasoline prices have abated
from higher levels in 2008, and the global recessionary
environment.  Goodyear is expected to continue to be impacted by
weak industry conditions and high raw material prices built into
inventory through the first quarter of 2009.  The severity of any
continued deterioration in the company's operating performance and
credit metrics will likely hasten the consideration for a ratings
down grade.  Further pressuring the current ratings is the
depressed financial market impact of significantly increasing the
company's unfunded pension obligations, increasing Moody's
leverage measures.

Goodyear has announced restructuring actions including, headcount
and production reductions, wage freezes, and reductions in capital
expenditures.  Lower raw material pricing may begin to benefit the
company's performance.  However, competitive pricing pressures may
offset the potential margin improvement.  Goodyear's global scale,
geographic diversification and market share are expected to
support the company's competitive position in the tire business.
The current global economic conditions are expected to generate
pent-up demand which should drive replacement demand as economic
conditions rebound.

Ratings affirmed:

Goodyear Tire & Rubber Company

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

  -- $1.5 billion first lien revolving credit facility, Baa3 (LGD-
     1, 7%)

  -- $1.2 billion second lien term loan, Ba1 (LGD-2, 20%)

  -- 9% senior unsecured notes due 2015, B1 (LGD-4, 64%);

  -- Floating rate unsecured note due 2009, B1 (LGD-4, 64%);

  -- 8 5/8 % senior unsecured notes due 2011, B1 (LGD-4, 64%):

  -- 7 6/7% senior notes, B2 (LGD-6, 95%):

  -- 7% senior notes, B2 (LGD-6, 95%)

Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

  -- EUR505 million of first lien revolving credit facilities,
     Baa3 (LGD-1, 7%)

Ratings lowered:

Goodyear Tire & Rubber Company

  -- Speculative Grade Liquidity rating, to SGL-3 from SGL-2

The last rating action was for Goodyear was on November 21, 2008
when the company's Ba3 Corporate Family Rating was affirmed and
the outlook changed to Negative.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one of
the world's largest tire companies with more than 90 facilities in
28 countries around the world. Revenues in 2008 were approximately
$19.5 billion.


HAWAIIAN TELCOM: Seeks to Cease Cash Payments to Secured Lenders
----------------------------------------------------------------
Hawaiian Telcom Communications Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Hawaii to continue to use
cash collateral beyond February 28, 2009 with the same adequate
protection currently provided to the pre-bankruptcy lenders,
provided, however, that the adequate protection no longer include
cash payments equal to postpetition interest.

According to Bloomberg's Bill Rochelle, the Company owes
$574.5 million to lenders who have liens on all of HawTel's
assets.

Nicholas C. Dreher, Esq., at Cades Schutte LLP, in New York,
explains that it is critical that Hawaiian Telcom have adequate
liquidity to maintain operations.  Because the continued payment
of Interest Payments results in negative cash flow for the
businesses, Hawaiian Telcom has determined, in an exercise of its
valid business judgment, to seek to discontinue those payments.

Given the time it will take to implement a transaction that
facilitates an exit from chapter 11, Hawaiian Telcom said it has
no choice but to act prudently and conserve cash.  Hawaiian Telcom
also has to prepare for the very likely possibility that, given
the turmoil in the credit markets, exit financing will not be
available to fund the company post-reorganization.  Hawaiian
Telcom has already taken steps to cut non-essential expenditures.

The Interest Payments total approximately $6.6 million per
quarter. Based on current estimates, continuing to make the
Interest Payments will force Hawaiian Telcom into the untenable
position of choosing between cutting expenditures essential to the
maintenance of the company's network and long-term success of the
businesses or operating the businesses with insufficient
liquidity.

Mr. Dreher asserts that the Prepetition Lenders are not legally
entitled to the Interest Payments as adequate protection.  There
is no evidence of diminution in the value of the Prepetition
Lenders' collateral as a result of Hawaiian Telcom's use of the
collateral.  Among other things, during the course of these cases,
Hawaiian Telcom's cash position has increased from $75.8 million
on its bankruptcy petition date to $95.2 million as of
February 13, 2009.  In addition, Hawaiian Telcom is continuing to
operate the businesses at levels generally comparable to the
prepetition levels.

Hawaiian Telcom notes that it is not proposing to leave the
Prepetition Lenders without adequate protection.  Importantly, the
Court's final order, dated January 16, 2009, contains over 50
pages of various forms of adequate protection for the Prepetition
Lenders.  The Debtors still seek to continue to provide the
Prepetition Lenders with the remaining panoply of adequate
protection rights, including, among other things, continued
payment of the Prepetition Lenders' (and their advisors') fees and
expenses, perfected replacement liens on the prepetition and
postpetition collateral and a superpriority administrative expense
claim under Section 507(b) of the Bankruptcy Code with respect to
all the adequate protection obligations.

Assuming the proposed adequate protection package is approved,
Hawaiian Telcom projects it will be able to meet its minimal
liquidity needs for the duration of these cases and upon
emergence.  Moreover, Hawaiian Telcom will be able to make
critical capital expenditures necessary to maintain and improve
its communications network, field assets, back-office
infrastructure technologies and systems. Such investments, which
the Debtors estimate will total approximately $111 million, will
strengthen the businesses, promote greater efficiencies and
increase the value of the Prepetition Lenders' collateral.
Notably, even with these significant expenditures (and assuming
the Interest Payments are discontinued), Hawaiian Telcom projects
to be cash flow neutral in 2009.

Robert F. Reich, Senior Vice President, Chief Financial Officer
and Treasurer of Hawaiian Telcom; Kevin Nystrom, Chief Operating
Officer; and Suneel Mandava of Lazard Freres & Co. LLC have
submitted declarations in support of the request.

The Motion is scheduled for hearing on February 26.

                       About Hawaiian Telcom

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

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

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

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

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


HUNGARIAN TELEPHONE: Obtains Waiver Under Senior Credit Facilities
------------------------------------------------------------------
Hungarian Telephone and Cable Corp. obtained a waiver under its
senior credit facilities agreement dated August 6, 2004, as
amended, permitting a corporate reorganization to effectively
change HTCC's place of incorporation from Delaware to Denmark, as
approved by HTCC's Board of Directors on November 27, 2008.

A special meeting of the stockholders of HTCC to adopt the merger
through which the corporate reorganization will be implemented is
scheduled to take place on February 24, 2009.

If the merger is adopted at the special meeting and all conditions
precedent to the merger are satisfied, HTCC currently anticipates
being in position to consummate the reorganization on or around
February 26, 2009, in accordance with the Agreement and Plan of
Merger dated November 27, 2008, unless the Board of Directors of
HTCC resolves to abandon the merger.

HTCC is in discussions with several financing sources to refinance
its senior credit facilities agreement and its EUR100 million
bridge loan agreement, dated March 3, 2008. There can be no
assurances regarding the outcome or the scope of these refinancing
discussions.

Hungarian Telephone and Cable Corp. (NYSE ALTERNEXT U.S.:HTC),
operating under the Invitel brand name, is the number one
alternative and the second largest fixed line telecommunications
and broadband Internet Services Provider in the Republic of
Hungary with more than 1 million customers in Hungary.  In
addition to delivering voice, data and Internet services in
Hungary, it is also a leading player in the Central and Eastern
European wholesale telecommunications capacity and data market.


HICKS ACQUISITION: Receives Non-Compliance Notice From NYSE
-----------------------------------------------------------
Hicks Acquisition Company I, Inc. (NYSE Alternext US LLC: TOH)
received a notice from NYSE Alternext US LLC indicating that the
Company was not in compliance with the annual stockholder meeting
requirements of Section 704 of the Exchange's Company Guide,
because the Company did not hold an annual stockholders meeting
during the year ended December 31, 2008.  The Company has been
afforded the opportunity to submit a plan to the Exchange by
March 10, 2009, which the Company contemplates doing, advising the
Exchange of actions taken, or to be taken, to bring the Company
into compliance with Section 704 of the Company Guide (the "Plan")
by August 11, 2009.

The Company intends to submit a Plan but if the Plan is not
accepted by the Exchange, the Company may be subject to delisting
procedures. The Exchange will evaluate the Plan and make a
determination as to whether the Company has made a reasonable
demonstration in the Plan of an ability to regain compliance with
the continued listing standings by August 11, 2009.  If the Plan
is accepted, the Company should be able to continue its listing
during the Plan Period up to August 11, 2009. However, if the
Company does not make progress consistent with the Plan during the
Plan Period or is not in compliance with the listing standards at
the conclusion of the Plan Period, the Exchange staff may initiate
delisting procedures as appropriate.

The Company intends to explain in the Plan it submits that,
pursuant to the Company's amended and restated certificate of
incorporation, the Company must acquire, or acquire control of,
through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination one or
more businesses or assets by September 28, 2009 pursuant a
transaction approved by its stockholders, or the Company will
dissolve and liquidate. As a result, the Company must hold a
stockholder meeting prior to September 28, 2009 at which such a
transaction is approved, or the Company will liquidate.

Accordingly, in its Plan the Company contemplates asking the
Exchange to defer the required August 11, 2009 stockholder meeting
until September 28, 2009. However, the Company cannot guarantee
that the Exchange will accept the Company's proposal to delay the
required stockholder meeting dated until September 28, 2009. In
the event the Exchange does not grant the requested delayed date,
the Company may be required to hold a stockholder meeting by
August 11, 2009.

                 About Hicks Acquisition Company I

Hicks Acquisition Company I, Inc. (NYSE Alternext US LLC: TOH) is
a special purpose acquisition company, launched in October 2007 in
an initial public offering that was at the time, at $552 million
of gross proceeds, the largest SPAC IPO. Founded by Thomas O.
Hicks, the Company was formed for the purpose of acquiring, or
acquiring control of, through a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination, one or more businesses or assets. It
currently has no operating businesses.


JB POINDEXTER: Moody's Cuts Rating to B3 on Deepening Recession
---------------------------------------------------------------
Moody's downgraded JB Poindexter & Co.'s corporate family rating
and probability of default rating to B3 from B2. The agency also
cut its $200 million senior unsecured notes to Caa1 from B3.

The downgrade reflects expectations that the company's operating
performance will likely further deteriorate in the next six to 12
months in the face of significant top-line challenges across all
business segments as the recession deepens.

Moody's believes that JB 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 JB Poindexter's products - 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.

Sales at the company's machining service unit, which generated
approximately 70% to 80% of the total EBITDA in 2008, are expected
to decline materially in 2009.

Houston's JB Poindexter manufactures commercial truck bodies for
medium-duty trucks, pickup truck caps, truck bodies for walk-in
step vans, funeral coaches, limousines and specialized buses. It
also provides contract manufacturing services for precision metal
parts and machining and casting services.


JER INVESTORS: Receives Non-Compliance Notice From NYSE
-------------------------------------------------------
JER Investors Trust Inc. has received written notice from the New
York Stock Exchange that JRT was not in compliance with the
continued listing standards applicable to JRT requiring a listed
common stock to maintain a minimum average closing price of $1.00
per share over a consecutive 30 trading day period.  The NYSE
requires JRT to notify it within 10 business days of its intent to
cure JRT's non-compliance or else its common stock would be
subject to suspension or delisting.  JRT's common stock remains
listed on the NYSE under the symbol JRT, but has been assigned a
".BC" on the NYSE's consolidated tape indicator by the NYSE to
signify that JRT is not currently in compliance with the NYSE's
continued listing standards.

On February 23, 2009, JRT notified the NYSE that it intended to
cure the price deficiency by effecting a 1-for-10 reverse stock
split, which became effective on February 20. The per share price
of JRT common stock at market close on February 23, 2009 was
$2.68.  The determination as to JRT's restored compliance with the
continued listing standards will be made by the NYSE.  Under NYSE
rules, JRT has six months from the date of the NYSE notice to cure
the price deficiency. If JRT is not compliant by that date, its
common stock will be subject to suspension and delisting by the
NYSE.

Based in McLean, Virginia, JER Investors Trust Inc. (JRT) --
http://www.jer.com/-- is a New York Stock Exchange listed
specialty finance company that originates and acquires commercial
real estate structured finance products.  JRT's target investments
include CMBS, mezzanine loans, first mortgage loan participations,
B-Note participations in mortgage loans, commercial mortgage loans
and net leased real estate investments.  JRT is organized and
conducts its operations so as to qualify as a REIT for federal
income tax purposes.


LANGUAGE LINE: S&P Changes Outlook to Stable; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Language Line Holdings Inc. to stable from negative.  At the same
time, S&P affirmed all ratings on the company and its operating
subsidiary, Language Line Inc.  The corporate credit rating on the
parent company was affirmed at 'B'.  Monterey, California-based
Language Line had total debt of $466.3 million as of Sept. 30,
2008.

"The outlook revision reflects Language Line's good operating
performance over the past 12 months, its wider cushion of covenant
compliance under its credit agreement, and S&P's expectation that
the company should be able to maintain a reasonable margin of
compliance over at least the next two to three quarters," said
Standard & Poor's credit analyst Tulip Lim.

The 'B' rating reflects the company's high debt leverage and
chronic pricing pressure in the over-the-phone interpretation
market.  The company's strong position in the OPI market and its
good EBITDA margin only partially mitigate these concerns.

Language Line is the leading OPI provider. Although nearly 85% of
this market is served by in-house capabilities, clients typically
use Language Line to supplement in-house multilingual
capabilities.  Spanish-language OPI accounts for slightly more
than 70% of total billed minutes, reflecting growth in the
Spanish-speaking population.  Four sectors--insurance, financial
services, health care, and government--accounted for approximately
70% of revenue, but the company's largest customer accounted for
only about 4% of its sales.  Language Line's strategy is to be the
cost leader and to maximize its call volume by offering price-
competitive services and volume discounts.

Year over year, revenue and EBITDA rose 14% and 21%, respectively,
for the nine months ended Sept. 30, 2008.  The company's EBITDA
margin rose to 49.1% for the last 12 months ended Sept. 30, 2008.
EBITDA gains were based on an increase in OPI minutes, which more
than offset the decline in the average rate per billed minute.
However, S&P is concerned that as the recession continues, the
company could face stronger pricing pressures from clients reining
in costs.

Lease-adjusted total debt to EBITDA improved to 4.7x for the 12
months ended Sept. 30, 2008, from 5.5x for the year ended
Dec. 31, 2007, mainly due to EBITDA growth and modest debt
repayment, which offset the rapid accretion of the company's
14.125% senior discount notes due 2013.  EBITDA coverage of gross
interest expense for the 12 months ended Sept. 30, 2008, was 2.0x.
Coverage of cash interest expense was 3.0x, reflecting the
accretion of the company's senior discount notes.  Conversion of
EBITDA into discretionary cash flow, after distributions to the
parent company, was 31.9% for the 12 months ended Sept. 30, 2008.
Annual cash interest payments will increase by about $15 million
because the 14.125% senior discount notes due 2013 require
mandatory cash interest commencing on Dec. 15, 2009, which S&P
views as likely to pressure discretionary cash flow.  S&P is also
concerned that further distributions could reduce Language Line's
capacity for debt reduction, particularly after its discount notes
commence cash interest payments.


LEHIGH COAL: Disagreement Over Results of Operations
----------------------------------------------------
According to Bloomberg's Bill Rochelle, Lehigh Coal & Navigation
Co., disclosed:

   -- a $426,000 net profit in January on total revenue of $1.57
      million.

   -- a $577,000 net loss in December on revenue of $1.78 million.

   -- a net loss was $2.3 million while operating revenue totaled
      $22.5 million for 2008.

Mr. Rochelle relates that in late January the examiner issued a
supplemental report analyzing the December results of operations
and saying the company "again failed to meet the sale projections"
contained in the budget for the financing.  The examiner said he
had "heightened concerns" over the company's ability to continue
operations.

The Company disagreed with the examiner's facts and conclusions.
Mr. Rochelle adds that the creditors who filed the involuntary
petition against the Company said the examiner's "generally
negative tone" was "unwarranted."

The Troubled Company Reporter, citing Bloomberg's Bill Rochelle,
reported on Oct. 7, 2008, that the Bankruptcy Court denied a
motion to replace the management of Lehigh Coal with a Chapter 11
Trustee, but ordered the appointment of an examiner.

The examiner issued a preliminary report saying more study is
required before deciding whether anyone acted "in a detrimental
manner" toward the Debtor, according to the report.  The Debtor,
according to the report, consented to being in Chapter 11 on Aug.
29 after facing an involuntary petition.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700's, with 8,000 acres of coal-producing properties.

The third Chapter 11 involuntary petition was filed against the
Alleged Debtor in less than four years on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  Jeffrey Kurtzman, Esq., at Klehr,
Harrison, Harvey, Branzburg and Ellers, LLP, represents the
Alleged Debtor's petitioners.


MAGNA ENTERTAINMENT: Violates Nasdaq Rule as Director Quits
-----------------------------------------------------------
Magna Entertainment Corp. said Jerry Campbell, lead director and a
member of the Audit Committee of the Company's board of directors,
has stepped down as a director of MEC, effective immediately.

Frank Stronach, Chairman and Chief Executive Officer of MEC,
stated, "On behalf of everyone at MEC, I would like to thank Jerry
for his dedication and many years of service."

As a result of Mr. Campbell's resignation, MEC is not currently in
compliance with the audit committee requirements provided for in
Nasdaq Marketplace Rule 4350(d), due to the fact that MEC's Audit
Committee is no longer comprised of at least three independent
directors.  MEC presently has two qualified independent directors
on its Audit Committee.  MEC intends to rely on the cure period
provisions of Nasdaq Marketplace Rule 4350(d)(4), under which MEC
has until the earlier of MEC's next annual shareholders' meeting
or February 20, 2010, to regain compliance with Nasdaq's audit
committee requirements.

On February 19, 2009, Magna Entertainment received a letter from
The Toronto Stock Exchange indicating that the TSX is conducting
an expedited review of the eligibility for continued listing on
the TSX of the Class A Subordinate Voting Shares of MEC.

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. (MECA) is
North America's largest owner and operator of horse racetracks,
based on revenue.  The Company develops, owns and operates horse
racetracks and related pari-mutuel wagering operations, including
off-track betting facilities.  MEC also develops, owns and
operates casinos in conjunction with its racetracks where
permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and
shareholders' equity of $272.7 million.

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

The TCR said on February 19, 2009, that MI Developments Inc., the
Company's controlling shareholder, has determined not to proceed
with its reorganization proposal, which includes the spin-off of
MEC to MID's existing shareholders.

In accordance with the terms of certain of MEC's loan agreements,
the maturity date of the first tranche of the new loan that a
subsidiary of MID made available to MEC on December 1, 2008, in
connection with the reorganization proposal, the maturity date of
the bridge loan from MID Lender and the deadline for repayment of
US$100 million under the Gulfstream project financing facility
from MID Lender has been accelerated to March 20, 2009.  The
maturity date of the second tranche of the New Loan has
already been accelerated to May 13, 2009.

As of February 18, 2009, there is roughly US$48.5 million
outstanding under the first tranche of the New Loan, roughly
US$0.7 million outstanding under the second tranche of the New
Loan and roughly US$126.2 million outstanding under the bridge
loan.

In accordance with its terms, the maturity date of MEC's
US$40 million credit facility with a Canadian chartered bank will
also accelerate to March 5, 2009.

If MEC is unable to repay its obligations when due or satisfy
required covenants in its loan agreements, substantially all of
its other current and long-term debt will also become due on
demand as a result of cross-default provisions within loan
agreements, unless MEC is able to obtain waivers, modifications or
extensions.  In the event MEC is unsuccessful in its efforts to
raise additional funds, through an alternative transaction with
MID, assets sales, by taking on additional debt or by some other
means, MEC will not be able to meet such obligations.


MATTRESS HOLDING: Weak Consumer Spending Cues Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Mattress Holding Corp.'s debt
ratings, including its corporate family and probability of default
ratings to Caa1 from B3 and the rating on its senior secured
credit facilities to B3 from B2.  The ratings were also placed on
review for possible further downgrade.

The downgrades reflect Moody's view that weaker consumer spending
will likely place further pressure on Mattress Holding's already
weak operating performance and credit metrics.  The declining
economic conditions in the first nine months of 2008 led to
significant declines in the company's comparable store sales,
while revenue and EBITDA declined at a slower pace due to
incremental sales from new stores and management's cost cutting
efforts.  Mattress Holding's free cash flow was modest due to
aggressive spending on new store openings early in the fiscal
year, and debt levels very high due to the January 2007
acquisition of the company by J.W. Childs Associates and higher
lease expense related to store growth.  The company had very
limited cushion under its financial covenants going into the
fourth quarter, with contractual tightening set to occur several
times over the next year.  Additionally, the Caa1 rating reflects
Moody's expectation of further decline in profitability throughout
the near term while acknowledging the possibility of free cash
flow improvement as expenditures likely moderate and working
capital requirements reduce commensurate with anticipated volume
reduction.

Mattress Holding's ratings were placed under review for possible
further downgrade due to the uncertainty surrounding covenant
compliance, and the likely need to obtain near-term covenant
relief.  The review will focus on the company's ability to address
liquidity, including the ability to meet its covenants, obtain
relief or change its capital structure.  The review will also
focus on the company's ability to stabilize revenue and earnings
declines in this weak economic environment, improve its
profitability mix, capture its return on capital spending, and
generate positive free cash flow for debt reduction.

These ratings were downgraded and placed on review for possible
downgrade:

  -- Corporate family rating to Caa1 from B3;

  -- Probability of Default rating to Caa1 from B3;

  -- Senior secured revolving credit facilities to B3 (LGD3, 32%)
     from B2 (LGD3, 33%); LGD assessment is not under review, but
     is subject to change.

Mattress Holding's Caa1 rating continues to reflect several
positive qualitative characteristics such as its credible market
position in the very defined specialty retail sleep channel, its
regional presence, moderate seasonality, and, until recently, the
general replenishment nature of bedding products.

The last rating action on Mattress Holding was on July 24, 2008
when Moody's downgraded the company's corporate family rating to
B3 with a negative outlook.

Mattress Holding Corp., headquartered in Houston, Texas, is a
leading specialty retailer of conventional and specialty
mattresses, with stores in 19 states, primarily located in the
South and Southwestern, and a portion of the Midwestern United
States.  Revenues for the LTM period ended October 28, 2008 are
estimated to exceed $450 million.


MCCOY 6: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------
The Dominion Post reports that McCoy 6 Apartments LLC has filed
for Chapter 11 bankruptcy protection.

According to The Dominion, McCoy 6 blames the city of Morgantown
for its financial troubles.  Kris Warner, a partner in McCoy 6,
said in a statement that McCoy 6 decided to seek protection under
Chapter 11 of the U.S. Bankruptcy Code because of the city's
condemnation of Water Street apartment building Mountaineer Court.
Mr. Warner said in a press release, "For the last several years,
and with increasing frequency in recent months, we have been
subjected to unprecedented pressure from municipal officials,
primarily in the building and fire code enforcement departments.
This has, in many instances, resulted in demands being placed on
us that have been excessive, ever changing, unnecessary and very
costly.  When a violation is brought to our attention, we take
corrective action as quickly as possible.  We have, and will,
never compromise the safety of any of our residents.  In the
decades we have been in business in Morgantown, our properties are
among the most highly utilized by students and other residents."

The Dominion relates that the Morgantown Fire Department and the
city Code Enforcement Office first condemned Mountaineer Court in
July.  The report says that some upgrades had to be completed
before the tenants were allowed to move back in, but the city gave
McCoy 6 until March 9, 2009, to bring the building completely up
to code.  On Dec. 29, 2008, the city condemned the Mountaineer
Court again, saying that the owners failed to follow through with
scheduled repairs, the report states.  The condemnation order was
lifted last month, according to the report.

McCoy 6 has a project schedule to show the city it could meet the
March 9 deadline, but the city never said that it would hold the
company to that schedule, The Dominion says, citing Mr. Warner.

City officials, The Dominion relates, explained that they were
ensuring McCoy 6's compliance with the city code, to keep the
public safe.  The Dominion states that City Manager Dan Boroff
said that the city expects compliance to its code for the safety
of its residents.

According to Mr. Warner's statement, McCoy 6 is also blaming the
Fifth Third Bank's takeover of Mountaineer Court, as the bank.
Mr. Warner said that Lender Fifth Third Bank, using "the pretext
of code violations," placed the property under receivership.  The
Dominion received Monongalia County Circuit Court Judge Russell M.
Clawges' approval.  "We are seeking our Constitutional rights to
due process and a hearing prior to having our property taken from
us.  Though we regret having to take this action, the city and
Fifth Third leave us no option," Mr. Warner said in a statement.

McCoy 6 Apartments LLC is co-owned by Ben Warner, Kris Warner, Mac
Warner, and Monty Warner.  McCoy 6 owns 46 rental properties
within Morgantown.


MICRON TECHNOLOGY: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Service said that it removed its ratings
on Boise, Idaho-based Micron Technology Inc. from CreditWatch and
lowered its corporate credit and senior unsecured ratings to 'B'
from 'B+'.  At the same time, S&P revised its recovery rating on
the senior unsecured notes to '4' from '3', indicating average
(30%-50%) prospects for recovery in a payment default.  The
outlook is negative.

The rating actions follow a review of the company's near-term
operating prospects, liquidity, and debt protection measures
following its partially leveraged acquisition of a 35.6% interest
in Inotera Memories Inc. from Qimonda AG.

The lower rating reflects highly challenging industry conditions,
uncertainty around the timing and extent of any benefit from a new
sourcing agreement with Inotera, and eroding liquidity.  The
company's good technology position and moderating capital-
expenditure burden partially offset company risks.  Micron
develops and manufactures semiconductors for the memory industry.
As of Dec. 4, 2008, the company had about $2.9 billion of debt.

Significant operating challenges and uncertainty around
recognizing benefits from the new sourcing agreement from Inotera
will pressure ratings for the near to mid-term.

"Standard & Poor's could lower the rating if pricing continues to
fall, requiring additional restructuring or shuttering of capacity
to restore profitable operations," said Standard & Poor's credit
analyst Lucy Patricola.  S&P could also lower the rating if cash
levels fall below $600 million (including cash held at
consolidated joint ventures).  "We would consider a stable outlook
once pricing and supply are better equalized, such that the
company can return to profitability at the operating income line,"
she continued.  A satisfactory resolution of refinancing risks
would also be necessary for us to consider stabilizing the
outlook.


MUZAK HOLDINGS: Proposes Incentive Plan for 6 Executives
--------------------------------------------------------
Muzak Holdings LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to implement a key
employee incentive plan.

The proposal, which will cost $4.65 million if senior managers
exceed all targets, is scheduled for hearing March 12.

"While the Debtors' operations are strong, many overwhelming
challenges ahead including stabilizing operations after the
chapter 11 filings in the face of the global economic crisis and a
hyper-competitive industry, as well as shepparding the Debtors'
through a balance sheet restructuring that will serve to shape
Muzak's future - will demand the laser focus, leadership and
complete dedication of the Debtors' senior management team," says
Michael Yurkewicz, at Klehr, Harisson, Harvey, Branzburg & Ellers
LLP.  "Indeed, without the support of a chief restructuring
officer or outside restructuring advisor to otherwise assume
responsibility for the interface with the major creditor
constituencies regarding the parameters of a global financial
restructuring, the Debtors' senior management team will be charged
with not only operating thc business, but serving as the driving
force to bring these chapter 11 cases to their ultimate
resolution."

To that end, and in concert with their advisors, including the
Debtors' compensation consultant Towers Perrin, the Debtors have
developed the KEIP to properly incentivize six members of senior
management.

More specifically, the KEIP, which was approved by Muzak Holdings
LLC's Board of Directors, is designed to motivate the Senior
Managers instrumental to the ongoing success of the company by
offering periodic incentive-based payments if, and only if, the
Debtors meet certain targeted earnings before interest, taxes,
depreciation, amortization, and reorganization expenses targets
set by the Board for fiscal year 2009.

Accordingly, the KEIP is not a "pay to stay" retention plan, Mr.
Yurkewicz clarifies.  Indeed, absent achievement of the specified
EBITDAR targets, the senior managers will not be paid a bonus.
Significantly, the EBITDAR targets included in the KEIP were
determined in connection with the development of the Debtors' 2009
business plan and related budget, which preceded the filing of the
chapter 11 cases and any discussions concerning the KElP or its
potential implementation.

The KEIP, Mr. Yurkewicz relates, only includes those senior
management members most indispensable to both the Debtors'
business and reorganization efforts, and is designed to maximize
value for all stakeholders by incentivizing those employees who
are in the best position to impact the Debtors' business.  At the
same time, the KEIP is by no means overly generous, asserts Mr.
Yurkewicz.  To the contrary, and with the support and analysis of
Towers Perrin, the KEIP's financial incentives are necessary to
bring overall compensation for the Key Employees in line with
competitive market levels. Moreover, and as explained below, the
KEIP itself is subject to defined caps as to the total amounts
Senior Managers can be paid and no Senior Manager participating in
the KElP will be eligible for any other incentive-related payment.

Silver Point -- the Debtors' largest general unsecured creditor
-- is supportive of, and has in fact consented to, the KEIP.

                     About Muzak Holdings

Fort Mill, S.C.-based Muzak Holdings LLC -- http://www.muzak.com
-- creates a variety of music programming from a catalog of over
2.6 million songs and produces targeted custom in-store and on-
hold messaging.  Through its national service and support network,
Muzak designs and installs professional sound systems, digital
signage, drive-thru systems, commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  Kirkland
& Ellis LLP is serving as legal advisor and Moelis & Company is
serving as financial advisor to the Company.  Klehr Harrison
Harvey Branzburg & Ellers has been tapped as local counsel.  In
its bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million.


NRDC ACQUISITION: Receives Non-Compliance Notice From NYSE
----------------------------------------------------------
NRDC Acquisition Corp. on February 10, 2009, received notice from
the staff of the NYSE Alternext US LLC that the Company does not
meet one of the Exchange's continued listing standards because it
did not hold an annual meeting of its shareholders in 2008 as
required in Section 704 of the Exchange's Company Guide.

The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by March 10, 2009 to demonstrate the
ability to regain compliance with the requirement to hold an
annual meeting by August 10, 2009.  The Company is aware of its
obligations under the Company Guide, and is currently consulting
with its professional advisors in connection with the submission
of a plan of compliance.  If the Company does not submit such a
plan or if the plan is not accepted by the Exchange, the Company
will be subject to delisting procedures as set forth in Section
1010 and part 12 of the Company Guide.  The Company intends to
file a plan of compliance with the Exchange by March 10, 2009.

                      About NRDC Acquisition

NRDC Acquisition Corp. (NYSE Alternext US: NAQ) is a blank check
company formed for the purpose of acquiring, through a merger,
capital stock exchange, stock purchase, asset acquisition or other
similar business combination, one or more assets or control of one
or more operating businesses. Since its initial public offering,
NRDC's activities have been limited to identifying and evaluating
prospective acquisition targets.


NEW YORK TIMES: Suspension of Dividends Won't Move Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said that The New York Times Company's
announcement that it is suspending its quarterly dividend does not
affect the Ba3 Corporate Family rating, SGL-3 speculative-grade
liquidity rating, or negative rating outlook.

Moody's last rating action on NY Times was on January 23, 2009,
when Moody's downgraded the senior unsecured rating to Ba3 from
Baa3 and assigned a Ba3 CFR and SGL-3 speculative grade liquidity
rating, which actions concluded the review for downgrade initiated
on October 23, 2008.

NY Times is a New York based media company with operations in
newspaper publishing and information services.  The company
operates The New York Times, the International Herald Tribune, The
Boston Globe, 15 other daily newspapers, and more than 30 Web
sites including NYTimes.com and About.com. Annual revenue
approximates $3 billion.


NOVELIS INC: S&P Puts 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB-' long-term corporate credit rating, on Novelis
Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows Novelis' disclosure of a
liquidity squeeze brought about by the high volatility of primary
aluminum prices," said Standard & Poor's credit analyst Donald
Marleau.

On Feb. 17, Novelis disclosed that its liquidity had declined to
US$346 million as of Jan. 31, 2009, from US$583 million at
Sept. 30, 2008 (excluding US$80 million of excess liquidity as
defined under its asset-based loan facility), and that it expects
more cash will be consumed in the next few months as it funds
timing differences between payments on derivatives contracts and
collections from customers.  "The liquidity required to settle
the derivatives contracts is considerably greater than Standard &
Poor's expected, given the extraordinary drop in aluminum prices,"
Mr. Marleau added.

To bolster its near-term liquidity, the company received a
US$100 million long-term unsecured loan from an affiliate of the
India-based Aditya Birla Group (not rated), which S&P believes has
increased liquidity to nearly US$450 million.  Birla Group
controls Novelis' parent, Hindalco Industries Inc. (not rated),
and support from the parent is currently factored into the rating
on Novelis.

Novelis processes aluminum into products such as beverage can
sheet, automotive parts, and construction materials, passing
through volatile metal prices to its customers and earning a
conversion margin over the cost of metal.  As part of operating on
a conversion margin, the company enters into derivatives contracts
with third parties for customers that require fixed metal prices
to lock in the aluminum price that will be paid at the time of
shipment.  Under normal circumstances, the settlement of
derivatives before the payment from customers -- based on an
average of 40-50 receivable days outstanding -- would not require
much liquidity given typical swings in aluminum prices. Since mid-
2008, however, aluminum prices have dropped more than 50% from
their peak, compelling Novelis to settle high-priced derivatives
contracts in the next several months before receiving payment,
temporarily consuming significant liquidity until mid-2009.

Standard & Poor's expects to resolve the CreditWatch within 90
days, taking into account the key credit drivers of liquidity,
fundamental market conditions, and parental support.

The most pressing near-term rating factor for Novelis is its
ability to maintain what S&P view as adequate cash resources. S&P
expects that the derivatives/cash flow matching factors are
transitory, and that further unexpected downside in primary
aluminum prices would consume only small amounts of cash.
Furthermore, S&P expects Novelis will return to what S&P view as
its previously solid liquidity footing by the second half of
calendar 2009, as its cash flows benefit from lower investments in
working capital stemming from lower aluminum prices, weaker
volumes, and seasonal factors.

Volumes are a key driver of Novelis' profitability and cash flow,
and these are dropping along with global economic weakness,
particularly in its automotive and construction segments.  The
company's debt remains persistently high in S&P's opinion, and
weaker profitability in 2009 will likely preclude significant debt
reduction outside of working-capital reduction.  The effects
of large items like mark-to-market losses on derivatives and
goodwill impairment charges are only a marginal consideration
because neither affects cash flows nor triggers any financial
covenants.  Moreover, the accounting loss on derivatives does not
take into account the offsetting benefit of locked-in revenue.

S&P continues to believe that Novelis is a strategic investment
for Hindalco.  That said, S&P will assess the parent's willingness
and ability to support its subsidiary amid its own weakened
profitability and large capital expenditure plans.


NORTEL NETWORKS: To Divest Layer 4-7 Data Portfolio
---------------------------------------------------
Nortel Networks Corporation has entered into a Stalking Horse
asset purchase agreement to sell certain portions of its
Application Delivery portfolio to Radware (RDWR).  Under the
agreement, the products that are planned to be acquired by Radware
include the Nortel Application Accelerators (NAA) 510 and 610;
Nortel Application Switches (NAS) 3408E, 2424E, 2424 SSL E, 2216E,
2208E; and the Virtual Services Switch (VSS) 5000.

"We initiated discussions with Radware in late 2008, as part of
our efforts to streamline investments around our future direction
to speed and simplify business communications.  Moving forward,
Radware and Nortel will work together to ensure the transition is
seamless to our customers," said Joel Hackney, president,
Enterprise Solutions, Nortel.  "We remain focused on our
Enterprise business to deliver our industry-leading networking
infrastructure that comprises our end-to-end Unified
Communications solutions, including real time and wireless
networking capabilities, services, security and integrated
applications."

Under the terms of the purchase agreement, while Radware would
assume ownership, product development and outstanding warrantees,
the products would still be available and promoted by Nortel in an
OEM relationship with Radware.

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.

Additionally, Radware intends to 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.

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.

"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."

"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."

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.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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

NOWAUTO GROUP: Can't File Dec. 31 Form 10-Q on Time
---------------------------------------------------
NowAuto Group, Inc., disclosed in a regulatory filing dated
February 12, 2009, that it cannot file its Form 10-Q for the
quarter ended December 31, 2008.  "Unresolved issues from a recent
system conversion have delayed completion of the December 2008
financial statements."

Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) --
http://www.nowauto.com/-- operates three buy-here-pay-here used
vehicle dealerships in Arizona.  The company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS Inc., the company
markets GPS tracking devices, primarily to independent used
vehicle dealerships.

The Company sustained a material loss in the year ended June 30,
2005.  This loss continued through June 30, 2008 and at
September 30, 2008.  This raised substantial doubt about the
Company's ability to continue as a going concern.  Management has
made efforts to improve its profitability by increasing the
margins on cars sold. They have also hired new finance and
accounting personnel to better track its profitability and
negotiate selling contracts. Additionally, the Company may need to
attract capital investors to continue in existence.

As of September 30, 2008, the Company's balance sheet showed total
assets of $7,533,162 and total liabilities of $9,634,613,
resulting in total stockholders' deficit of $2,101,451.


OSI RESTAURANT: Moody's Cuts Rating on $550 Mil. Notes to 'C'
-------------------------------------------------------------
Moody's Investors Service downgraded OSI Restaurant Partners,
LLC's Probability of Default rating to Ca from Caa1 and lowered
the rating on its $550 million 10% senior unsecured notes to C
from Caa3.  Moody's also placed OSI's Corporate Family and senior
secured ratings on review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.

"We are concerned that a persistently weak economic and consumer
environment will continue to negatively impact OSI's operating
performance over the intermediate term", stated Bill Fahy, Senior
Analyst.  "This could result in a deterioration of its already
weak debt protection measures to levels inconsistent with its
current ratings."

Our review will focus on OSI's expected operating performance,
debt protection metrics, and liquidity.  It will also focus on the
outcome of OSI's recently announced tender offer and the impact
any resulting lower debt levels and interest costs will have on
debt protections measures and financial flexibility going forward.

The downgrade of the company's PD and 10% senior unsecured notes
rating reflects Moody's view that OSI's recently announced cash
tender offer for these notes -- if consummated -- would constitute
a distressed exchange, which Moody's would classify as a Limited
Default under its guidelines.  OSI is offering to purchase the
maximum aggregate principle amount of its 10% senior unsecured
notes that its can purchase for $73 million at a price range of
$225 to $275 per $1,000 -- a significant loss for noteholders.
The tender is being funded with cash on hand and proceeds of an
anticipated contribution of at least $47 million from OSI's
parent, OSI HoldCo, Inc.  The tender is scheduled to expire on
March 18, 2009.  Moody's reflect the very high likelihood of this
event occurring through the assignment of the Ca PD rating.
Moody's will classify this distressed exchange as a limited
default and change the PD rating back to the appropriate level
upon closing of the tender, which will most likely occur prior to
the conclusion of Moody's formal rating review process.

Rating downgraded are;

  -- Probability of default rating downgraded to Ca from Caa1

  -- $550 million senior unsecured notes maturing in 2015
     downgraded to C from Caa3

Ratings placed on review for possible downgrade are:

  -- Corporate family rating at Caa1,
  -- $150 million working capital revolver expiring in 2013 at B3
  -- $100 million pre-funded revolver expiring in 2013 at B3
  -- $1.310 billion term loan B maturing in 2014 at B3

Rating affirmed:

  -- SGL-3 speculative grade liquidity rating

Moody's last rating action for OSI occurred on November 5, 2008,
when the company's corporate family and probability of default
ratings were downgraded to Caa1 from B2 with a stable outlook.

OSI Restaurant Partners, Inc., headquartered in Tampa, Florida, is
one of the largest casual dining restaurant companies in the world
with eight concepts located throughout the United States and in 20
countries.  Core concepts include Outback Steakhouse, Carrabba's
Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and
Wine Bars.  OSI's annual revenues are approximately 4.0 billion.


PACIFIC LIFESTYLE: Plan Filing Period Extended to July 12
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has extended Pacific Lifestyle Homes, Inc.'s exclusive period to
file a plan through and including July 12, 2009, and the Debtor's
exclusive period to solicit acceptances of that plan through and
including Sept. 11, 2009.

This is the first extension of the Debtor's exclusive periods.

In papers filed with the Court, the Debtors stated that until its
Cash Collateral Motions are resolved, it will not have the
financial ability to build new homes.  In addition, significant
work, the Debtors say, is still needed before a formal plan can be
formulated to comprehensively address all of its debts and
properties.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
hombuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Steven M. Hedberg, Esq., at Perkins Coie
LLP represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $50 million to
$100 million, and debts of $50 million to $100 million.


PFF BANCORP: Luxor Capital Et Al. Disclose Zero Equity Stake
------------------------------------------------------------
Eight entities disclosed in a regulatory filing dated
February 17, 2009, that they no longer own any shares of common
stock of PFF Bancorp, Inc.:

   -- Luxor Capital Partners, LP,
   -- LCG Select, LLC,
   -- Luxor Capital Partners Offshore, Ltd.,
   -- LCG Select Offshore, Ltd.,
   -- Luxor Capital Group, LP,
   -- Luxor Management, LLC,
   -- LCG Holdings, LLC, and
   -- Christian Leone.

PFF Bancorp Inc. -- https://www.pffbank.com -- operates a
community bank provides an array of financial services.

PFF Bancorp, Inc. and its debtor-affiliates files for Chapter 11
protection on Dec. 5, 2008, (Bankr. D. Del. Case No.: 08-13127 to
08-13131) Paul Noble Heath, Esq. at Richards, Layton & Finger PA
represents the Debtor in their restructuring efforts.  Kurtzman
Carson Consultants LLC serves as the Debtors' Claims Agent.  When
they filed for protection from their creditors, the Debtors listed
total assets of $7,779,964 and estimated liabilities of
$131,730,000.


PHILADELPHIA NEWSPAPERS: Files for Ch. 11 to Explore Alternatives
-----------------------------------------------------------------
Philadelphia Newspapers, LLC, and its units filed for Chapter 11
before the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to explore various restructuring alternatives.

The Debtors' businesses were formerly owned by Knight-Ridder, Inc.
After Knight-Ridder's acquisition by The McClatchy Company in June
2006, McClatchy sold certain entities, business and assets,
including the Inquirer and the Daily News, to Philadelphia Media
Holdings, LLC.  PMH was formed by a diverse group of Philadelphia
investors for the purpose of establishing local ownership of
Philadelphia's flagship newspapers.  The local Philadephians
invested over $150 million as equity into PMH.  PMH, which owns
100% of the equity of the Debtors, was not included in the Chapter
11 filings.

"Like many newspapers and other traditional news media, the
Debtors have experienced a series of challenges stemming from a
loss of advertising revenue as a result of the recession and
volatile credit market, and particularly with respect to
drastically lower automotive, real estate and retail sales,"
according to Richard R. Thayer, executive vice president for
finance of Philadelphia Newspapers.  "In addition, certain
advertising revenue, particularly classified employment
advertising, has been declining for some time as a result of
increased competition from other competing forms of media,
including the Internet.  These negative trends have affected many
media companies around the country. Indeed, many newspapers over
the past year have been put up for sale or sought bankruptcy
protection."

Despite these challenges, the Inquirer has performed well when
compared with similar metropolitan newspapers in other large media
markets, Mr. Thayer points out.  The Debtors generate positive
EBITDA. In 2008, the Debtors generated approximately $36 million
in earnings before interest, taxes, depreciation and amortization,
adjusted for certain one time items.  The Debtors project that
2009 Adjusted EBITDA will exceed $25 million.

The Debtors, however, have determined that restructuring their
balance sheet is in the best interests of their businesses and
constituents.  The Debtors are parties to a Credit and Guaranty
Agreement dated June 29, 2006, with Citizens Bank of Pennsylvania,
as administrative and collateral agent, pursuant to which the
lenders extended a term loan in the original amount of $295
million and a senior secured revolving facility in the amount of
$50 million.  The debtors are also parties to a Note Purchase
Agreement dated June 29, 2006, pursuant to which $85,000,000 in
16% senior subordinated notes were issued to various holders.  As
of their bankruptcy filing, the Debtors owe $296.6 million under
their credit facility and $98.5 million under the unsecured notes.
The Debtors are currently in payment and covenant default under
the credit facility and subordinated notes.

For the months leading to their bankruptcy filing, the Debtors
attempted to reach agreement on a consensual out-of-court
restructuring with senior lenders.  The Debtors, however, were not
able to do so, despite their good-faith efforts.  According to
Mr. Thayer, the Debtors have made proposals whereby investors
would have invested tens of millions of dollars in new equity in
exchange for an equity interest in the restructured enterprise.
"These new money investment proposals were rejected," he said.

In connection with the bankruptcy filing of Philadelphia
Newspapers, two parties, one of whom was the prepetition agent,
offered contrasting proposals for a debtor-in-possession
financing.  The prepetition agent offered $20 million, maturing in
six months, while the other offered $25 million, with a nine-month
maturity date.  The second offer also allowed for the conversion
of the DIP facility to an exit facility.  The Debtors determined
that the facility offered by the proposed DIP agent provided
greater liquidity at a significantly lower cost, and better terms.

"The Debtors intend to use cash collateral and DIP financing to
operate their business while they pursue various restructuring
alternatives," Mr. Thayer relates.

Philadelphia Newspapers, LLC, owns and operate numerous print and
online publications in the Philadelphia market, including the
Philadelphia Inquirer, the Philadelphia Daily News, several
community newspapers, the region's number one local Web site,
philly.com, and a number of related online products. The Company's
flagship publications are the Inquirer, the third oldest newspaper
in the country and the winner of numerous Pulitzer Prizes and
other journalistic recognitions, and the Daily News.


PHILADELPHIA NEWSPAPERS: Case Summary & 30 Unsecured Creditors
--------------------------------------------------------------
Debtor: Philadelphia Newspapers, LLC
        400 N. Broad Street
        Philadelphia, PA 19130

Bankruptcy Case No.: 09-11204

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Broad Street Video, LLC                            09-11205
Philadelphia Media, LLC                            09-11206
PMH Acquisition, LLC                               09-11207
Philadelphia Direct, LLC                           09-11208
Broad Street Publishing, LLC                       09-11209
Philly Online, LLC                                 09-11211
PMH Holdings, LLC                                  09-11212

Type of Business: The Debtors provide media and internet services
                  own.  The Debtors own The Inquirer, the
                  Philadelphia Daily News, and Philly.com.

                  See: http://www.philly.com/

Chapter 11 Petition Date: February 22, 2009

Court: Eastern District of Pennsylvania (Philadelphia)

Debtors' Counsel: Proskauer Rose LLP

Local-Counsel: Lawrence G. McMichael, Esq.
               lmcmichael@dilworthlaw.com
               Dilworth Paxson LLP
               1500 Market Street. Suite 3500E
               Philadelphia, PA 19102
               Tel: (215) 575-7000

Notice, Claims and Solicitation: Garden City Group, Inc.

Financial Advisor: Jefferies & Company Inc.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Royal Bank of Scotland         subordinated      $22,009,406
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Airlie Opportunity Master      subordinated      $15,059,067
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

BRU Holding Co.                subordinated       $11,583,897
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

MCG Capital Corp.              subordinated       $5,791,948
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

PNI Lender LP                  subordinated       $4,923,156
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Post Distressed Mstr Fund      subordinated       $4,401,881
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Bruce Toll                     subordinated       $3,475,169
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

CIT Group/Equip Fin.           subordinated        $3,475,169
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Nuveen Fl. Rt in OPP Fd        subordinated        $3,185,571
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

The Opportunity Fund           subordinated        $3,185,571
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Virginia Retirement System     subordinated        $2,895,974
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Post Total                     subordinated        $2,722,216
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

DB Dist. Opp Mster Portf       subordinated        $2,548,457
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Metropolitan Regional          subordinated        $1,574,931
County                         notes
Attn: Ben Logan
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Paragon Paper Inc.             trade debt         $1,145,166
Attn: Ben Logan
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

White Birch Paper Company      trade debt         $1,145,166
PO Box 79443
Baltimore, MD 21279-0443

HFR DS Opp Mster Trust         subordinated       $868,792
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

MW Postal Port Fund            subordinated       $752,953
Attn: Ben Logan                notes
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071

Attn: Michael Sage
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797

Bowater America Inc.            trade debt        $717,878
PO Box 100207
Atlanta, GA 30384

Western Colorprint Inc.         trade debt        $127,836

Delage Landen Financial         trade debt        $23,294
Services

Bartash                         trade debt        $16,197

Universal Press Syndicate       trade debt        $13,220

Cadmus Specialty Publications   trade debt        $12,478

Spectrum Information Systems    trade debt        $10,000

Distributech                    trade debt        $8,846

Tribune Media Services          trade debt        $8,444

Fujifilm Graphic Systems, USA   trade debt        $7,583

The petition was signed by Brian P. Tierney, chief executive
officer.


PREFERRED VOICE: Dec. 31 Balance Sheet Upside Down by $1 Million
----------------------------------------------------------------
Preferred Voice, Inc.'s balance sheet at December 31, 2008, showed
total assets of $1,268,334 and total liabilities of $2,330,687,
resulting in total stockholders' deficit of $1,062,353.

The Company's cash and cash equivalents at December 31, 2008, were
approximately $340,897, an increase of $57,677 from $283,220 at
March 31, 2008.  "We have relied primarily on the issuance of
stock, convertible debentures and warrants to fund our operations
since January of 1997 when we sold our long-distance resale
operation," Mary G. Merritt, chairman and chief executive officer,
disclosed in a regulatory filing dated February 13, 2009.

On March 31, 2005, pursuant to Section 4(2) of the Securities Act
and Regulation D, the Company completed the sale of 97.5 units
with each Unit consisting of a 3-year, 6% Convertible Debenture in
the principal amount of $10,000.00, and 10,000 5-year warrants to
purchase a share of Common Stock, $.001 par value per share, of
the Company at an exercise price of $.60 for an aggregate of
$975,000.

On September 29, 2006, pursuant to Section 4(2) of the Securities
Act and Regulation D, the Company completed the sale of 117 units
with each Unit consisting of a 3-year, 6% Convertible Debenture in
the principal amount of $10,000.00, and 14,286 5-year warrants to
purchase a share of Common Stock, $.001 par value per share, of
the Company at an exercise price of $.50 for an aggregate of
$1,170,000.

"Due to uncertainties regarding a number of new customer contracts
that are in the Company's sales pipeline, it is difficult for
management to project the Company's revenue performance, operating
profits or loss, or cash requirements beyond the next twelve
months.  Even though the Company has been able to secure
additional financing to provide current working capital, there is
no assurance that the Company will be able to generate the
required revenues to sustain its current working capital
requirements or to raise additional debt or equity capital that
may be required to meet its objectives in the future.  The
Company's challenging financial circumstances may make the terms,
conditions, and cost of any available capital relatively
unfavorable.  If additional debt or equity capital is not readily
available, the Company will be forced to further scale back its
operations, including its efforts to complete new sales.  The
Company's short-term needs for capital may force it to consider
and potentially pursue other strategic options sooner than it
might otherwise have desired.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern."

                       About Preferred Voice

Headquartered in Dallas, Preferred Voice Inc. (OTC BB: PRFV.OB) --
http://www.preferredvoice.com/-- provides a host of integrated
voice-driven products and services.  The company's Global
Application Platform lets telecommunications providers offer
enhanced services such as ring tones and games, voice-activated
dialing, and conferencing.  The product also includes a subscriber
Web interface and supports billing and provisioning functions.


PULSAR PUERTO RICO: Seeks July 7 Extension to File Plan
-------------------------------------------------------
Pulsar Puerto Rico, Inc., also known as Diamond Palace Hotel &
Casino, asks the U.S. Bankruptcy Court for the District of Puerto
Rico (San Juan) to extend to July 7 its exclusive period to file a
Chapter 11 plan.

This is the first request for an extension by the Company.
According to Bloomberg's Bill Rochelle, since the case began in
November, Pulsar says it successfully overcame efforts to close
down the casino and hired a broker to help market the property.

According to Mr. Rochelle, the bankruptcy filing became necessary
when a buyer pulled out of an agreement to purchase the operation
for $50 million.

Pulsar Puerto Rico Inc. is the owner of the Diamond Palace
Hotel & Casino in Condado section of San Juan, Puerto Rico.

It filed for Chapter 11 on November 7, 2008 (Bankr. D. Puerto
Rico, Case No. 08-07557).  Jerry L. Hall, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, represents the Debto in its case.
The formal schedules of assets and debt show property for $52.4
million against debt totaling $20 million, including $16.4 million
in secured claims.


QIMONDA NA: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Court documents say that Qimonda Richmond, LLC, and its affiliate,
Qimonda North America Corp., have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware, saying that they will seek a buyer for their assets.

Emily Chasan at Reuters reports said that Qimonda North America
listed assets in excess of $1 billion and liabilities in excess of
$1 billion.

Qimonda Richmond said in court documents that prices for DRAM
products dropped sharply in 2007 and further declined in 2008.
According to Reuters, Qimonda Richmond had tried to diversify its
products.  Reuters states that the company shut down part of its
Richmond plant in October 2008, laying off more than 1,000
employees.

According to court documents, the Richmond facility shutdown
earlier this month because Qimonda AG was no longer buying output
from the plant and it had little access to cash and could no
longer fund ongoing operations.

Reuters relates that 500 workers were laid off this month, while
about 500 would leave in the coming days.  Qimonda Richmond said
that by the end of April 2009 it will idle the plant and run it
with a skeleton crew of up to 60 workers while it searches for a
buyer, according to Reuters.  Qimonda Richmond, the report states,
said that it has $10.3 million in cash and expects to generate
more cash, which will be sufficient to fund its operations.  The
report says that Qimonda Richmond would consider bankruptcy
financing if it could find terms that meet its needs.

Reuters reports that Qimonda Richmond's two former workers filed
sued the company on Friday, claiming that it may have failed to
properly pay employee wages and benefits owed to them after a mass
layoff on February 4.  According to the Report, the lawsuit is
seeking class action status.

Sandston, Virginia-based Qimonda Richmond, LLC, and its affiliate,
Qimonda North America Corp., make semiconductor products.  The
companies filed for Chapter 11 bankruptcy protection on February
20, 2009 (Bankr. D. Delaware Case No. 09-10589).  Simpson Thacher
& Bartlett LLP assists the companies in their restructuring
effort.  Mark D. Collins, Esq., and Michael Joseph Merchant, Esq.,
at Richards Layton & Finger PA are the co-counsel in the firms'
bankruptcy case.  Alvarez & Marsal is the companies' restructuring
managers.  Epiq Bankruptcy Solutions LLC is the companies' claims
agent.  The companies listed more than $1 billion in assets and
more than $1 billion in liabilities.


QIMONDA NA: To Separate from Richmond Unit; To Sell QR Plant
------------------------------------------------------------
Qimonda North America Corp. and Qimonda Richmond LLC, U.S.
subsidiaries of German semiconductor memory product maker Qimonda
AG, said in papers submitted to the U.S. Bankruptcy Court for the
District of Delaware that they intend to locate a purchaser for
all of QR's assets and consummate a transaction.

QNA and QR filed for Chapter 11 before the Delaware bankruptcy
court on February 20.  Their parent, Qimonda AG, filed an
application with the local court in Munich, Germany, January 23,
2009, to open insolvency proceedings.  The insolvency petition was
a result of the massive drop in prices in the DRAM industry and
dramatically decreased access to financing on the capital markets,
both of which have led to the deterioration of the financial
position of Qimonda in recent months.  QAG and its affiliates
outside the United States are not "debtors" in the bankruptcy
proceedings in the United States.

QNA is the North American sales and marketing subsidiary of QAG
and all its subsidiaries -- "Global Company" -- and is also the
parent of Qimonda Richmond LLC.  QR performs part of the
manufacturing of products sold by the Global Company.

"The Debtors believe that QR's Richmond, Virginia operation is a
state-of-the-art facility and could be a valuable asset to a
strategic purchaser," says Miriam Martinez, president and chief
financial officer of QNA.  "In addition, the Debtors' other
assets, including its customer lists and equipment, are
potentially valuable properties that can be sold to a strategic
purchaser."

QNA, according to Ms. Martinez, may separate from QR and be
included in the sale or reorganization of the Global Company.

As of their bankruptcy filing, QNA has 879 employees, 790 of whom
were leased to QR.  This represents a reduction of approximately
1,989 employees since January 2008.  The employees operate
primarily at four facilities:

     -- Cary, North Carolina.  Employees at the Cary Facility
        primarily perform support functions in the human
        resources, sales, legal, finance, IT and facilities
        departments.

     -- Sandston, Virginia.  Employees at the Richmond Facility
        are involved in the manufacturing and production of the
        Debtors' products and also performs support functions.

     -- San Jose, California.  Employees at the San Jose facility
        perform sales, marketing and logistica functions.

     -- Houston, Texas.  Employees at this facility perform sales
        functions.

On February 3, 2009, the Debtors determined that, due to the QAG
insolvency, which mean QAG was not purchasing output from QR,
coupled with a lack of access to cash, the Debtors could no longer
fund ongoing operations in Richmond, Virginia.  As a result, the
Debtors unexpectedly were required to ramp down all production in
QR by completing wafer testing on existing inventory but not
manufacturing any additional units.  On that day, due to the
Debtors' inability to secure financing, approximately 500 of the
Debtors' employees were laid off with another approximately 500
employees scheduled to leave over the following 30 days.  By the
end of April 2009, the Debtors intend to reach an idle state with
a skeleton crew of 50 to 60 employees.

The Debtors plan to finance their operations going forward though
cash flow from operations.  As of the petition date, the Debtors
have approximately $10.3 million of cash.

The Debtors' capital structure consists primarily of several lease
transactions in which QR is the lessee; QNA does not have any
debt.

                         About Qimonda AG

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.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  In its bankruptcy petition, Qimonda estimated assets and
debts of more than $1 billion.


RBS GLOBAL: Moody's Downgrades Corporate Family Ratings to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of RBS Global,
Inc. -- Corporate Family and Probability of Default Ratings to B3
from B2.  The speculative grade liquidity remains at SGL-2.  The
outlook is stable.

The downgrade reflects the acute contraction in RBS' end markets
that are negatively impacting its Water Management and Power
Transmission businesses.  In the third quarter ended December 27,
2008 (3Q 12/08) the company took a goodwill impairment charge of
$402.5 million.  Moody's believes that the charge indicates that
the level of earnings and cash flow that can reasonably be
expected from the business is lower than anticipated at the time
of acquisitions.  The non-residential construction industry, the
main driver of its WM business, is likely to remain weak through
at least the end of calendar year 2009.  The economic downturn
within the United States where RBS earns nearly 75% of its
revenues is negatively impacting the cement/aggregates and mining
end markets, important sources of revenues for RBS' PT business.
Operating margins are likely to come under more pressure as the
company takes restructuring charges to right size its businesses
and experiences reduced demand.  The EBITA margin for 3Q 12/08
declined to 13.4% from 15.7% for the prior quarter (adjusted per
Moody's methodology) and the company's backlog declined by 11%
over the same time period.

Also, RBS has paid $60 million in dividends to Rexnord Holdings,
Inc., its parent company, for the purpose of repurchasing at a
discount to par a portion of the holding company debt issued by
Rexnord.  The debt, which accrues interest due to its payment-in-
kind interest feature, was $480 million at 3Q 12/08.  Moody's
adjusts RBS' leverage, which was about 7.6x as of 3Q 12/08 to
consider the holding company debt.  RBS' operating performance is
trending towards credit metrics that were previously identified by
the rating agency as being potentially in-line with a lower
rating.  These metrics include EBITA/interest expense nearing
1.25x and debt/EBITDA exceeding 7.0x (all ratios adjusted per
Moody's methodology).  Despite the deterioration in credit
metrics, the B3 rating is supported by RBS' good liquidity profile
which provides flexibility for the company to contend with the
current economic challenges.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating downgraded to B3 from B2;

  -- Probability of default rating downgraded to B3 from B2;

  -- Senior secured bank credit facility downgraded to Ba3 (LGD2,
     13%) from Ba2 (LGD2, 17%);

  -- Senior unsecured notes affirmed at B3, but its loss given
     default assessment is changed to (LGD4, 51%) from (LGD5,
     71%);

  -- Senior unsecured notes due 2016 affirmed at B3, but its loss
     given default assessment is changed to (LGD4, 51%) from
      (LGD5, 71%);

  -- $300 million senior subordinated notes due 2016 downgraded to
     Caa2 (LGD5, 83%) from Caa1 (LGD6, 93%).

The company's speculative grade liquidity rating of SGL-2 is
unchanged.

The last rating action was on January 6, 2007 at which time
Moody's affirmed the company's B2 corporate family rating.

RBS Global, Inc., headquartered in Milwaukee, WI, is an industrial
company comprised of two strategic businesses including power
transmission and water management.  Revenues for LTM December 27,
2008 totaled approximately $1.95 billion.


READER'S DIGEST: Weak Projected EBITDA Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service downgraded The Reader's Digest
Association's Corporate Family rating and Probability of Default
Rating to Caa3 from B3, the senior secured credit facility ratings
to Caa2 from B2 and the senior subordinated note rating to Ca from
Caa2.

The downgrades reflect Moody's expectation that weak projected
EBITDA will make it increasingly difficult to maintain covenant
compliance and sustain the existing capital structure, factoring
in the broadening global decline in consumer spending and the
erosion in RDA's mature print-based publishing products and
despite RDA's efforts to reduce costs and develop new digital and
publishing revenue streams that build upon its broad food, health,
home and lifestyle-related content capabilities.

Moody's believes the very high leverage and negative free cash
flow generation diminish the likelihood that the company would be
able to obtain a credit facility amendment.  RDA's ability to
incorporate projected cost savings in covenant EBITDA and its
current cash balance ($70.2 million at 12/31/08) provides some
near term flexibility, but Moody's believes earnings erosion and
covenant step downs in June 2009 and June 2010 create a high
probability of a restructuring within the next 12-18 months.  In
Moody's opinion, a debt restructuring or exchange offer would help
to alleviate some of the pressure on re-investment and operations
created by the over-levered capital structure. The rating outlook
is negative.

Downgrades:

Issuer: Reader's Digest Association, Inc. (The)

  -- Corporate Family Rating, Downgraded to Caa3 from B3

  -- Probability of Default Rating, Downgraded to Caa3 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2 from
     B2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ca
     from Caa2

Moody's last rating action on RDA was a downgrade of the CFR and
PDR to B3 from B2 on December 4, 2008.

RDA'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 RDA's core industry and RDA's ratings are believed to
be comparable to those of other issuers of similar credit risk.

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books (40% of
2008 revenue), magazines (34%), recorded music collections and
home videos (19%), and food and gifts (7%).  A group of investors
led by Ripplewood Holdings L.L.C. acquired the former public
company The Reader's Digest Association in March 2007 in a
transaction valued at approximately $2.4 billion (including
refinanced debt) and merged it with Ripplewood portfolio companies
WRC Media, Inc. and Direct Holdings U.S. Corp. to form the what is
now RDA.  Annual revenue approximates $2.4 billion pro forma for
the sale of Books Are Fun, QSP and Taste of Home Entertaining.


REDENVELOPE INC: Prime Logic & Cummins Disclose Zero Equity Stake
-----------------------------------------------------------------
Prime Logic Capital, LLC, and Marc Cummins disclose that they no
longer own shares of RedEnvelope, Inc.'s common stock.

Based in San Francisco, California, RedEnvelope Inc. (OTC:REDE) --
http://www.redenvelope.com-- is an online retailer of upscale
gifts.  RedEnvelope offers a collection of gifts through its
catalog, web store and phone store.  Its in-house design team
creates products and its merchants source products domestically
and from various parts of the world, often commissioning artists
and vendors to create gifts.  It offers an assortment of products
in 12 categories with core product categories that include
jewelry, home, men's and women's accessories and new baby gifts.
RedEnvelope has an internal database of approximately 3.4 million
customer names, with approximately 514,000 new customers added
during the fiscal year ended April 2, 2007.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin,
Esq., at Murray & Murray, represents the Debtor.  The U.S. Trustee
for Region 17 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Brian Y. Lee, Esq., and John D.
Fredericks, Esq., at Winston and Strawn, represent the Committee
in these cases.  When the Debtor filed for protection from its
creditors, it listed assets of $21,781,415 and debts of
$15,302,142.


RITZ CAMERA: Files for Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------
Ritz Camera Centers Inc. made a voluntary filing under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware to restructure its business and financial
affairs, and continue as a going concern.

According to Marc S. Weinsweig, chief restructuring officer of the
company, group of lenders comprised of Wachovia Bank NA, Wachovia
Capital Markets LLC, The CIT Group/Business Credit Inc. and Wells
Fargo Retail Finance LLC expressed their concerned about he
adverse developments of the economic recession in the United
States that affected the retail sector.  As a result, the lenders
imposed additional reserves on the company's borrowing and,
thereby, reduced the company's available credit.

The company and lenders are parties to $200 million revolving
credit facility agreement dated October 2007, wherein Wachovia
Bank NA acted as agent for the other lenders.  However, Well Fargo
& Company acquired Wachovia Bank as of Dec. 31, 2008.  The company
owes about $54.5 million consist of a $47.7 million in revolving
credit and $6.8 million in letter of credit as of its bankruptcy
filing.

In connection with the Chapter filling, the company is asking the
Court for authority to obtain up to $85 million in postpetition
financing from its lenders secured by all of the company's assets.
The DIP facility will provide funds and liquidity required for the
company to continue its business operations and proceed to
implement its restructuring plans.

The company posted assets and debts between $100 million and
$500 million, court documents confirmed.  The company owes
$26.6 million to Nikon Inc., $13.7 million to Canon USA Inc., $8.4
million to Fuji Photo Film USA Inc., and $3.3 million to Epson
America Inc.

The company tapped Cole Scholtz Meisel Forman Leonard P.A. as
bankruptcy counsel, Thomas & Libowitz PA as corporate counsel, FTI
Consulting Inc. as financial advisor, and The Garden City Group
Inc. as claims agent to assist in its restructuring efforts.

                         About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company operates
approximately 800 Photo Stores in over 40 states throughout the
country.  The chain of Photo Stores include Ritz Camera, Wolf
Camera, Kits Cameras, Inkley's and The Camera Shops.  In addition
to its Photo Stores, Ritz Camera also operates a chain of 130
boating stores, under the name "Boater's World Marine Centers,
which sell fishing, boating and watersport products.


RITZ CAMERA: Case Summary & 29 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ritz Camera Centers, Inc.
        dba Dean's Photo
        dba The Camera Shop
        dba Camera World
        dba Ritz Camera
        aka Ray Enterprises, LLC
        dba Boater's World Marine Centers
        aka Boat House at Boaters World, LLC
        dba Boater's World
        dba Boat House at Boater's World
        dba Baoter's World Discount Marine Centers
        dba Cameras West
        dba Kits Camera
        dba Inkley's
        dba Boatersworld.com
        dba Ritz Camera and Image
        dba Wolf Camera
        dba Pro Ex
        dba Outer Banks Outfitters
        dba Boat's Unlimited at Boater's World
        6711 Ritz Way
        Beltsville, MD 20705

Bankruptcy Case No.: 09-10617

Type of Business: The Debtor sells digital cameras and
                  accessories, and electronic products.

                  http://www.ritzcamera.com/

Chapter 11 Petition Date: February 22, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Karen M. McKinley, Esq.
                  kmckinley@coleschotz.com
                  Norman L. Pernick, Esq.
                  bankruptcy@coleschotz.com
                  Cole Scholtz Meisel Forman Leonard, P.A.
                  1000 N. West Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 295-4978
                  Fax: (302) 652-3117

Corporate Counsel: Thomas & Libowitz, PA
                   100 Light Street, Suite 100
                   Baltimore, MD 21202

Financial Advisor: FTI Consulting Inc. t/a FTI Palladium
                   Partners
                   3 Times Square, 11th Floor
                   New York, NY 10036

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Nikon Inc.                     Trade Debt        $26,607,162
1300 Walt Whitman Road
Melville, NY 11747
Tel: 516-547-4200

Canon USA Inc.                 Trade Debt        $13,731,752
P.O. Box 3839
Boston, MA 02241-3839
Tel: 516-328-4961
Fax: 516-378-4964

Fuji Photo Film USA Inc.       Paper, Chemicals $8,422,651
P.O. Box 200232                and Trade Debt
Pittsburgh, PA 1525I-0232
Tel: 800-755-3854
Fax: 914-592-1325

Epson America Inc.             Trade Debt       $3,315,574
P.O. Box 7247
Philadelphia, PA 19170-7503
Tel: 800-338-2349

Tocad America Inc.             Trade Debt       $1,357,354
P.O. Box 95000
Philadelphia, PA 19195-1365
Tel: 973-627-9600 xII 19
Fax: 973-664-2438

Helgeson Enterprises Inc.      Processing       $1,150,047
4461 White Bear Parkway        Services
White Bear Lake, MN 55110
Tel: 651-762-9700
Fax: 651-762-9701

Vertis Inc.                    Advertising      $1,006,847
P.O. Box 40455
Atlanta, GA 30384-4555
Tel: 410-528-9800

Sandisk Corporation            Trade Debt       $968,898
601 McCarthy Boulevard
Milpitas, CA 95035

United Parcel Service          Delivery         $924,754
P.O. Box 7247 0244             Service
Philadelphia, PA 19170-0001

Tamrac                         Trade Debt       $898,811
9240 Jordan Ave.
Chatsworth, CA 91311
Tel: 800-662-0171

Tamron USA Inc.                Trade Debt       $618,609
P.O. Box 512545
Philadelphia, PA 19175-2545
Tel: 631-858-8400
Fax: 631-543-3963

Yesvideo Inc.                  Repair           $565,993
3281 Scott Blvd.               Service
Santa Clara, CA 95054
Tel: 408-907-7628
Fax: 408-988-6501

C R I S Camera Services        Repair           $560,576
250 N. 54 Street               Service
Chandler, AZ 85226
Tel: 480-940-1103

Icon International Inc.        Advertising      $468,834

IPT Holding Company            Repair           $451,837
                               Service

Soda-Club USA Inc.             Trade Debt       $448,411

Celestron International        Trade Debt       $426,765

Eastman Kodak                  Trade Debt       $426,530

LifePics Inc                   Website          $423,626

Moeller Marine Products        Trade Debt       $331,805

Pure Fishing                   Trade Debt       $321,531

General Binding Corp.          Lab supplies     $294,309
                               & equipment

J H Construction Inc.          Store            $285,990

Raymarine Inc.                 Trade Debt       $283,982

The Washington Post            Advertising      $273,860

GE Capital Solutions           Corporate        $267,690
                               Airplane Lease

Datavantage Corporation        IT Software      $255,636
                               Service

Colorado Department of Sales   Audit            $250,110
Tax Revenue

Aftermarket Division           Trade Debt       $223,881

The petition was signed by David Ritz, chairman and chief
executive officer.


ROUGE INDUSTRIES: Ct. Sends Plan for Voting; April 7 Deadline Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the adequacy of the disclosure statement describing the
Joint Plan of Liquidation of Rouge Industries, et al., and the
Official Committee of Unsecured Creditors, dated Dec. 18, 2008 (as
amended, supplemented or modified) under Chapter 11 of the
Bankruptcy Code.

As authorized by the Court, ballots will be sent to holders of
Unsecured Claims under Class 3, the PBGC Unsecured Claim under
Class 4, and the UAW Unsecured Rejection Claim under Class 5,
which are all impaired under the Plan.  Ballots will not be
provided to Claims in Classes 1, 2, 6, 7 and 8.  Claims is Classes
1 and 2 are unimpaired and are conclusively presumed to accept the
Plan, while holders of claims and equity interests in Classes 6, 7
and 8, are conclusively presumed to reject the Plan.

To be counted, ballots will be completed and delivered to Rust
Consulting, Inc., the Debtors' solicitation and noticing agent,
either (a) by mail or (b) by hand, courier or overnight service no
later than 4:00 p.m. (ET), on April 7, 2009.

Even if a class of claims or equity interests rejects the Plan,
the Court may nonetheless confirm the Plan under the "cramdown"
provisions of the Bankruptcy Code.

The Court has set the confirmation hearing for April 21, 2009, at
10:00 a.m. (ET).  Objections to confirmation of the Plan, if any,
must be in writing and served on each of the Notice Parties so as
to be received no later than April 7, 2009, at 4:00 p.m. (ET).

As reported in the Troubled Company Reporter on Dec. 23, 2008, on
the Plan's Effective Date, A Liquidation Trust will be
established to liquidate the Debtors' assets.  Any Cash or
property whenever received by the Liquidating Trust from third
parties will constitute Liquidation Trust Assets.  Cash payments
to be made pursuant to the plan will be made by the Disbursing
Agent.

Pursuant to the Joint Plan, each Holder of an Allowed Unsecured
Claim under Class 3 will receive its Pro Rata share of the Initial
Class 3 Distribution Amount.  On each Periodic Distribution Date,
each Holder of an Allowed Unsecured Claim will receive its Pro
Rata share of the periodic Class 3 Distribution Amount.

The PBGC Unsecured Claims under Class 4 will receive its Pro Rata
Share of the Initial Class 4 Distribution Amount.  On each
Periodic Distribution Date, the PBGC, or its designee, in whole or
in part, will receive its Pro Rata share of the Periodic Class 4
Distribution Amount.

The UAW Unsecured Rejection Claim under Class 5 will receive its
Pro Rata share of the Initial Class 5 Distribution Amount.  On
each Periodic Distribution Date, the UAW will receive its Pro
Rata share of the Periodic Class 5 Distribution Amount.

Intercompany Claims under Class 6 will be cancelled and Holders of
Intecompany Claims will not receive any distribution under the
Plan.

Subordinated 510 Claims under Class 7 will be deemed eliminated,
cancelled or extinguished and Holders will not receive or retain
any property under the Plan.

Equity Interests under Class 8 will be cancelled and the Holders
of Equity Interests will not receive or retain any distribution
or property under the Plan.

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Lead Case No. 03-13272).

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


SALT VERDE: Moody's Downgrades Rating on 2007 Gas Bonds to 'Ba1'
----------------------------------------------------------------
Moody's has downgraded the rating of Salt Verde Financial
Corporation, Subordinate Gas Revenue Bonds, Series 2007 to Ba1
from Baa1.  The downgrade results from the presence of a
guaranteed investment agreement provided by MBIA Inc. (Ba1) that
is also insured by MBIA Insurance Corporation (B3). Moody's
recently downgraded the rating of MBIA Insurance Corporation to
B3.  The rating of the Senior Gas Revenue Bond, Series 2007 is
currently A2 (on watch for downgrade).

Pursuant to the recent restructuring of MBIA's portfolio of
insurance policies into MBIA Insurance Corp (B3) and MBIA Illinois
(Baa1 on watch for upgrade), MBIA has stated that all surety bonds
issued to support investment contracts provided by MBIA Insurance
Corp will remain at that entity and not be reinsured by MBIA
Illinois.  The GIC for this transaction is issued by MBIA Inc.
(Ba1) and there is a surety bond supporting the GIC from MBIA
Insurance Corporation (B3) which is available in the event MBIA
Inc. fails to pay under the GIC.  Therefore, Moody's utilizes the
higher of the two ratings (MBIA Inc. and MBIA Insurance
Corporation) in assessing the risks to the transaction as a result
of non-performance under the GIC.

The rating on the Subordinate Lien Bonds takes into account these
factors; (i) the credit quality of Citigroup Inc (A2) as guarantor
of the payments due under the Agreement for Purchase and Sale of
Natural Gas, (ii) the credit quality of Royal Bank of Canada (Aaa)
as provider of the commodity swap, (iii) the credit quality of
Salt River Agricultural Improvement & Power District, AZ (Aa1) as
the sole participant in the transaction, (iv) the credit quality
of American International Group, Inc. (A3/ P-1 both ratings on
watch for downgrade) as provider of a guaranteed investment
agreement for the debt service fund and (v) the credit quality of
MBIA Inc. (Ba1) as provider of a guaranteed investment agreement
for the Senior Lien Bond debt service reserve fund.
If there is any loss or use of funds from the Senior Lien Bond
debt service reserve fund, there could be insufficient funds to
pay the Subordinate Lien bondholders.  Therefore the MBIA Inc. GIC
on the Senior Lien Bond debt service reserve fund is a rating
factor for the Subordinate Lien Bonds.

The rating on the Senior Lien Bonds takes into account these
factors; (i) the credit quality of Citigroup Inc (A2) as guarantor
of the payments due under the Agreement for Purchase and Sale of
Natural Gas, (ii) the credit quality of Royal Bank of Canada (Aaa)
as provider of the commodity swap, (iii) the credit quality of
Salt River Agricultural Improvement & Power District, AZ (Aa1) as
the sole participant in the transaction, and (iv) the credit
quality of American International Group, Inc. (A3/ P-1 both
ratings on watch for downgrade) as provider of a guaranteed
investment agreement for the debt service fund.  The Senior Lien
Bond debt service reserve fund is part cash (invested in a GIC
with MBIA Inc. (Ba1)) and part surety bond provided by MBIA
Insurance Corporation which is reinsured by MBIA Illinois (Baa1 on
watch for upgrade).  This debt service reserve fund (including the
GIC provider) is not a factor in the rating of the Senior Lien
Bonds since the debt service reserve fund covers non-payment by
the participant, Salt River Agricultural Improvement & Power
District, AZ which is rated Aa1.  Therefore, the Senior Lien Bonds
current rating of A2 (on watch for downgrade) remains unchanged.
The most recent rating action on the Subordinate Lien Bonds was on
January 14, 2009 when the rating was downgraded to Baa1


SHEARIN FAMILY: Wins Final OK of RBC Loan for Nautical Club
-----------------------------------------------------------
Shearin Family Investments, LLC, obtained final approval from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to access postpetition financing from RBC Real Estate
Finance Inc., to fund the completion of the Debtor's Nautical Club
project.

As reported by the Trouble Company Reporter on February 17, RBC
has agreed to advance $8,000,000 to the Debtor in connection with
the Project, in accordance with a DIP Budget, subject to these
terms:

Borrower:             Shearin Family Investments, LLC

Lender:               RBC Real Estate Finance, Inc. Charlotte NC

Amount/Type
of Facility:          A DIP loan in the amount $8,000,000.

Purpose:              To provide funding of the amounts included
                      in the DIP Budget, including all prepetition
                      protective advances, over a six month
                      period.

Term:                 Payable in full 18 months from the effective
                      date of the DIP Facility.

Fees and Interest
Rate:                 (a) Libor plus an Interest Margin of 6%,
                      with a minimum all-interest rate; including
                      the Base Rate and Interest Margin, of 10%,
                      payable monthly in arrears.

                      (b) Arrangement Fee = $150,000 payable with
                      the first advance under the DIP Loan.

Default Interest
Rate:                 Upon any event of default, the interest rate
                      margin above Libor will be increased by 5%.

Security:             Senior Secured Lien on the Debtor's
                      Nautical Club project and Junior liens of
                      the Debtor's unimproved real property.

                      Collateral assignment of all construction
                      contracts.

Guarantors:           Joint and several guarantees of James M.
                      Shearin, II and Audrey Locke Shearin.

The Debtor is already indebted to RBC, through a loan
participation agreement with other lenders, pursuant to five
promissory notes relating to financing for the project for the
original total principal amount of $32,300,000.  This facility is
secured by:

  a. Deed of Trust on the Debtor's waterfront, high-rise
     condominium project in Indian Beach, Carteret County, North
     Carolina known as the Nautical Club in the amount of
     $29,300,000; and

  b. Deed of Trust on the Project property in the amount of
     $3,000,000.

As of the petition date, the Debtor owed RBC approximately
$29,978,053 in principal, interest, and late fees.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SIRIUS XM: Tax Losses Could Benefit Liberty Media, Says WSJ
-----------------------------------------------------------
Jesse Drucker and Matthew Karnitschnig at The Wall Street Journal
report that John Malone's Liberty Media Corp. could take advantage
of Sirius XM Radio Inc.'s tax losses.

Citing people familiar with the matter, WSJ relates that Sirius
XM's tax losses are considered a key part of the company's appeal
to Liberty Media.  As reported by the Troubled Company Reporter on
February 18, 2009, Sirius XM and Liberty Media entered into
agreements pursuant to which Liberty will invest an aggregate of
$530 million in the form of loans to Sirius XM and its
subsidiaries and receive an equity interest in Sirius XM.  The
agreement thwarted and Charles Ergen's EchoStar Communications
Corp.'s plan to acquire Sirius XM.  Sirius XM had been adamant at
giving in to Mr. Ergen's unsolicited offer.  According to WSJ, the
tax losses were considered less significant to Mr. Ergen.

Some investors, says WSJ, are confused why Liberty Media and
EchoStar are competing for Sirius XM Radio Inc.  According to WSJ,
Sirius XM said in security filings that it has at least
$6 billion of tax losses, which means that the losses it has
accumulated over the years can be used as deductions to cut taxes
on future profits.  WSJ relates that those losses have little
value as long as they stay with Sirius XM, because the firm's
future prospects for significant profits are still slim.  In the
hands of another company, those tax losses could become valuable,
helping to wipe more than $6 billion in taxable income off of
income tax returns, which could someday cut corporate income-tax
bill by more than $2 billion, WSJ notes.

WSJ states that for Liberty Media must navigate Internal Revenue
Service rules intended to prevent companies from acquiring others
solely for their losses, for it to maximize the use of Sirius XM's
tax losses.  WSJ reports that the Treasury Department lifted those
tax-loss restrictions for some firms in September 2008 to
encourage a spate of bank mergers.  The report says that the
Congress repealed the Treasury's move for future bank deals
through the stimulus package.

For the first five years that the tax losses could be used, Sirius
XM is limited to $580 million a year in deductions stemming from
the losses, WSJ relates, citing Robert Willens, who runs a
corporate tax advisory firm.  WSJ says that the deductions drops
lower, to about $250 million per year for the next 15 years.

IRS rules state that if ownership of a company changes again, the
use of the tax losses would become more limited.  WSJ says that
this is because the restrictions are calculated based in part on
the market value of the firm.  According to the IRS rules, the
restrictions on the use of the tax losses would start if the
firm's major shareowners increase their ownership stakes by more
than 50 percentage points.  WSJ relates that Liberty Media's
current 40% investment is restricted to at a maximum of 49.9% for
the next three years, preventing its deal with Sirius XM from
causing another ownership change.

WSJ notes that if another investor acquired enough stock to give
it a stake of 5% or more during the next three years, that could
combine with Liberty Media's stake to trigger restrictions.
According to the report, Sirius XM can implement trading
restrictions to prevent that.  Citing Mr. Willens, WSJ states that
a new restriction on the losses could cause Sirius XM to lose 80%
of its tax losses over the next 20 years.

Without changes, Liberty Media could acquire the rest of Sirius XM
in three years and use the losses to shelter taxable profits
elsewhere, WSJ reports.

                        About Liberty Media

Liberty Media Corporation owns interests in electronic retailing,
media, communications and entertainment businesses.  Those
interests are attributed to three tracking stock groups: (1) the
Liberty Interactive group, which includes Liberty's interests in
QVC, Provide Commerce, Backcountry.com, BUYSEASONS,
Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the
Liberty Entertainment group, which includes Liberty's interests in
The DIRECTV Group, Inc., Starz Entertainment, FUN Technologies,
Inc., GSN, LLC, WildBlue Communications, Inc., and Liberty Sports
Holdings LLC, and (3) the Liberty Capital group, which includes
all businesses, assets and liabilities not attributed to the
Interactive group or the Entertainment group including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball
Club, Inc., and TruePosition, Inc., and minority equity
investments in Time Warner Inc. and Sprint Nextel Corporation.

                       About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on February 19, 2009,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating for Sirius XM Radio Inc. and XM Satellite Radio
Holdings Inc. (which S&P analyzes on a consolidated basis), as
well as all issue-level ratings for the company, on CreditWatch
with positive implications.


SMURFIT-STONE: Receives Final Court Approval for $750MM DIP Loan
----------------------------------------------------------------
Smurfit-Stone Container Corporation said the U.S. Bankruptcy Court
in Wilmington, Delaware, has granted final approval of its $750
million debtor-in-possession (DIP) credit facility, which provides
the company with access to the full amount of the facility.  The
court had previously granted the company interim authority to
access $550 million of the DIP facility.  The court also granted
final approval to various other interim orders that had been
entered at the commencement of the bankruptcy case.

Patrick J. Moore, Chairman and Chief Executive Officer, said, "We
believe that the DIP facility will provide the company with ample
liquidity to operate throughout the restructuring process.  We are
pleased to have completed this initial phase of the process, and
remain focused on providing our customers with an uninterrupted
supply of quality goods and services, and strengthening our
partnerships with our vendors.  We are moving forward to
restructure our debt and develop a capital structure more suited
to support our long-term growth and profitability."

As reported by the Troubled Company Reporter on February 2, 2009,
the Court granted the Debtors interim authority to borrow up to
$550,000,000 under the JPMorgan facility.

The $750,000,000 DIP Facility consists of:

  -- a $400,000,000 U.S. term loan,
  -- a $35,000,000 Canadian term loan,
  -- a $250,000,000 U.S. revolving loan, and
  -- a $65,000,000 Canadian revolving loan.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
the Debtors' counsel, said the DIP Loan proceeds -- in a manner
substantially consistent with a 13-week cash flow projection
prepared by the Debtors -- will be used for, among other things,
working capital, letters of credit and capital expenditures,
general corporate purposes of the Debtors, the refinancing in full
or defeasance of Indebtedness outstanding under the Securitization
Facilities, and payment of related costs, fees and expenses,
including the costs of administration of the Cases.

A full-text copy of the Debtors' preliminary 13-week cash flow
projections is available for free at:

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

"The DIP Facility constitutes a new money financing arrangement
and does not involve any roll-up of the Debtors' prepetition
obligations under the Pre-Petition Financing Agreements," Mr.
Conlan said.

                    Terms of JPMorgan Facility

The salient terms of the $750,000,000 DIP Credit facility are:

A. Borrowers

   Smurfit-Stone Container Enterprises, Inc. as the U.S.
   Borrower.

   Smurfit-Stone Container Canada Inc. as the Canadian
   Borrower.

B. Guarantors

   Obligations of U.S. Borrower: Smurfit-Stone Container
   Corporation, each of the other U.S. Debtors -- other than
   SMBI, Inc. -- and SSC Canada.

   Obligations of Canadian Borrower: SSCC, each of the other
   U.S. Debtors and each of the Canadian Debtors.

C. Administrative Agent and Lenders:

   JPMorgan Chase Bank, N.A. will serve as U.S. administrative
   agent and U.S. collateral agent, and through its Toronto
   Branch, as Canadian administrative agent and Canadian
   collateral agent under the DIP Facility, in each case for a
   syndicate of financial institutions and other lenders selected
   by the CoLead Arrangers in consultation with the Borrowers.

D. Co-Lead Arrangers; Joint Bookrunners; and Co-Documentation
   Agents:

   J.P. Morgan Securities Inc., and Deutsche Bank Securities Inc.
   will act as co-lead arrangers.

   J.P. Morgan, DBSI, GE Capital Markets, Inc. and Banc of
   America Securities LLC will act as joint bookrunners.

   General Electric Capital Corporation and Bank of America, N.A.
   will act as co-documentation agents.

E. Syndication Agent:  DBSI

F. Commitment and Availability:

   A total commitment of up to U.S. $750 million, including:

   -- a senior secured asset-based revolving credit facility in
      an aggregate principal amount of $250 million made
      available to the U.S. Borrower and the Canadian Borrower --
      of which amount $100 million will be available during the
      Interim Period;

   -- a senior secured asset-based term loan facility in an
      aggregate principal amount of $400 million made available
      to the U.S. Borrower, a senior secured asset-based
      revolving credit facility in an aggregate principal amount
      of $65 million -- of which amount $15 million will be
      available during the Interim Period, made available to the
      Canadian Borrower and the U.S. Borrower; and

   -- a senior secured asset-based term loan facility in an
      aggregate principal amount of $35 million made
      available to the Canadian Borrower.

   Borrowings, both revolving and term, will be repaid in full.

G. Termination Date

   The Commitments will terminate, at the earliest of:

   (a) the date that is (i) 12 months after commencement of the
       Chapter 11 cases, (ii) 15 months after commencement of the
       Cases upon effectiveness of the Fifteen Month Facility
       Extension Option, and (iii) 18 months after commencement
       of the Cases upon effectiveness of the Eighteen Month
       Facility Extension Option -- the Maturity Date;

   (b) 45 days after the entry of the Interim Order if the Final
       Order has not been entered prior to the expiration of the
       45-day period -- the Prepayment Date;

   (c) the effective date of a Reorganization Plan that is
       confirmed or sanctioned pursuant to an order of the
       Bankruptcy Court or the Canadian Court, as the
       case may be, in the Cases; and

   (d) the acceleration of the Loans and the termination of the
       Commitments in accordance with the Credit Agreement.

H. Interest Rate

   For borrowings in U.S. dollars:

   (a) 5.5% plus the greater of (i) 4.5% and (ii) the Alternate
       Base Rate or,

   (b) at the Borrower's option, 6.5% plus the greater of (i)
       3.5% and (ii) the Adjusted LIBOR rate for interest periods
       of 1, 3 or 6 months; interest will be payable monthly in
       arrears, at the end of any interest period and on the
       Termination Date.

   For borrowings in Canadian dollars:

   (a) 5.5% plus the greater of (i) 4.5% and (ii) the Canadian
       Prime Rate or,

   (b) at the Canadian Borrower's option, 6.5% plus the greater
       of (i) 3.5% and (ii) the BI A Rate for terms of
       approximately 1, 3 or, subject to availability, 6 months.
       A customary acceptance fee will be payable at the outset
       of any fixed rate Canadian dollar borrowing.

   If the Fifteen Month Facility Extension Option is exercised,
   interest will accrue on the outstanding amount of the
   obligations under the Credit Agreement at 1.0% above the rate
   applicable immediately prior to the extension.

   If the Eighteen Month Facility Extension Option is exercised,
   interest will accrue on the outstanding amount of the
   obligations under the Credit Agreement at 1.0% above the rate
   applicable immediately prior to the extension.

I. Default Interest

   Upon the occurrence and during the continuance of any Event of
   Default, interest will accrue on the outstanding amount of the
   obligations and will be payable on demand at 2.0% above the
   then applicable rate.

J. Commitment Fee

   1% per annum on the unused portion of the Revolving Facility
   commitments.  The issuance of Letters of Credit will be
   treated as usage of the applicable Revolving Facility.  The
   fees will be payable monthly in arrears during the term of the
   Facility.

K. Letter of Credit Fees

   6.5% per annum on the outstanding face amount of each Letter
   of Credit, plus customary fees for fronting, issuance,
   amendments and processing.

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

                        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)


SNOQUALMIE ENTERTAINMENT: Moody's Junks Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service lowered Snoqualmie Entertainment
Authority's corporate family rating, probability of default rating
and senior notes rating to Caa1 from B3.  The outlook is negative.
The rating action is based on Moody's expectation of a weak ramp-
up for Snoqualmie Casino, which opened in November 2008, due to
bad weather conditions that negatively impacted two months of
operations and deteriorating economic conditions in the first half
of 2009.

Snoqualmie Casino's visitation was likely hurt by severe
snowstorms and flooding during the months of December and January.
Additionally, while recognizing Snoqualmie Casino's favorable
location and the strong demographics within its primary market,
which tend to support visitation, Moody's believes that mid-week
traffic and spend/visit could be negatively affected by the
aggravating economic pressures in the Seattle metropolitan area.
The housing correction, which started locally in the second half
of 2008, could be a significant weight through 2009.  The dominant
commercial aircraft and software sectors in the region have
recently experienced significant layoffs.  As a result of these
challenges, Moody's believe that EBITDA could be significantly
lower than expected at the time of the rating assignment.  EBITDA
might not fully cover interest expense, Furniture, Furnishings and
Equipment loan amortization, maintenance capex and tribal
distributions in 2009.

The outlook is negative, reflecting the risk of tight liquidity in
the near term.  Although a residual interest reserve is expected
to cover approximately half of the next senior interest payment on
August 1, 2009, the current unrestricted cash balance does not
fully cover the remainder in Moody's view.  Additionally,
Snoqualmie does not have any revolving credit facility.
Snoqualmie's ability to meet its near-term debt service
obligations is fully reliant on its free cash flow generation,
itself dependent on the adequacy of revenues and efficient cost
management.  There are also uncertainties regarding Snoqualmie's
ability to meet the financial covenants of the FF&E loan in the
near term.

For further detail, please refer to Moody's credit opinion on
moodys.com.

These ratings have been lowered to Caa1 from B3:

  -- Corporate Family Rating
  -- Probability of Default Rating
  -- $130 million floating rate senior notes due 2014 (LGD3, 48%)
  -- $200 million 9.125% senior notes due 2015 (LGD3, 48%)

The last rating action was on January 16, 2007 when Moody's
assigned a B3 corporate family rating to Snoqualmie.

Snoqualmie is an unincorporated instrumentality of the Snoqualmie
Indian Tribe, formed in September 2006 to develop and operate all
gaming and related businesses of the Tribe, including Snoqualmie
Casino.  Snoqualmie Casino is located 26 miles east of downtown
Seattle, Washington.


ST LAWRENCE HOMES: Schedules $115.9M in Assets, $107.7M in Debts
----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, St. Lawrence Homes Inc.,
filed its formal lists of assets and debt showing property on the
books for $158.2 million against liabilities totaling $115.9
million, including $107.7 million in secured claims. Nearly all of
the property value is in real estate.

St. Lawrence Homes has said it intends to continue its operations
through this financial restructuring.

St. Lawrence Homes, Inc. -- http://www.stlh.com/-- is a North
Carolina based homebuilder with additional operations in Ohio.
Founded in 1987 St. Lawrence Homes has received accolades for
quality, design and has been recognized as one of the largest
privately held builders in the country.   For more information
please contact 919-676-8980, ext. 114.

It filed for Chapter 11 on Feb. 2 (Bankr. E.D. N.C., Case No. 09-
00775).  The Company, in its bankruptcy petition, listed assets of
$158.2 million against debt totaling $116.4 million as of Oct. 31.


SPANSION INC: To Slash 35% of Global Work Force
-----------------------------------------------
Spansion Inc. is reducing its global work force by roughly 3,000
employees, or 35%.  The majority of the positions affected are at
Spansion's global manufacturing sites, as the company resizes the
organization due to current market conditions.  This action is
taken in an effort to further reduce costs as Spansion continues
its restructuring efforts and explores various strategic
alternatives.

"The global recession is forcing us to make this very difficult
decision in order to bring our costs in line with the current
expectations for significantly reduced revenues," said John
Kispert, Spansion president and CEO. "This action was not
undertaken lightly given its impact on our employees and their
families. However, we have a responsibility to preserve the value
of the enterprise as we pursue our goal of positioning Spansion
for a recovery through a restructuring and/or sale."

The company expects that when complete, this reduction in force
will result in approximately $25 million in cash charges, during
the first half of 2009. The company believes this reduction in
force will provide it with annual cash cost savings of
approximately $225 million.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

                           *     *     *

Spansion let a 30-day grace period elapse without making the
interest payment it missed in January on the $250 million 11.25%
senior notes of 2016.

The Troubled Company Reporter said February 20, 2009, that
Spansion Japan Limited, an indirect subsidiary of Spansion Inc.,
entered into a proceeding under the Corporate Reorganization Law
(Kaisha Kosei Ho) of Japan to obtain protection from Spansion
Japan's creditors while it continues restructuring efforts.  The
Spansion Japan Proceeding constitutes an event of default causing
automatic acceleration of the outstanding obligations without
further action under various debt instruments of Spansion LLC and
Spansion Japan.

Spansion is in active discussions with an ad hoc committee
representing holders of its US$625 million Senior Secured Floating
Rate Notes due 2013 about restructuring the company's balance
sheet as well as potential strategic transactions.

As reported by the TCR on Jan. 19, 2009, Fitch Ratings downgraded
these ratings for Spansion Inc.:

-- Issuer Default Rating to 'C' from 'CCC';

-- US$175 million senior secured revolving credit facility (RCF)
    due 2010 to 'CC/RR3' from 'CCC+/RR3';

-- US$625 million senior secured floating rating notes due 2013
    to 'CC/RR3' from 'CCC+/RR3';

-- US$225 million of 11.25% senior unsecured notes due 2016 to
    'C/RR6' from 'CC/RR6';

-- US$207 million of 2.25% convertible senior subordinated
    debentures due 2016 to 'C/RR6' from 'CC/RR6'.

Moody's Investors Service downgraded Spansion's corporate family
rating and probability of default rating to Ca from Caa2, senior
secured floating rate notes to Caa2 from B3 and senior unsecured
notes to Ca from Caa3.  Standard & Poor's Ratings Services lowered
its corporate credit rating on Spansion Inc. to 'D' from 'CCC',
and the issue-level rating on Spansion LLC's 11.25% senior
unsecured notes due 2016 to 'D' from 'CC'.


STANDARD STEEL: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Standard
Steel LLC, including the long-term corporate credit rating to 'B-'
from 'B+'.  The outlook is negative.

"The downgrade reflects our concerns regarding the railcar-
equipment manufacturer's upcoming operating performance due to
deteriorating conditions in the railcar-equipment industry," said
Standard & Poor's credit analyst Robyn Shapiro.  S&P expects new
railcar production to decline significantly in 2009 compared to
2008 and, as a result, Standard Steel's credit metrics are likely
to worsen to levels outside our expectations for the 'B+' rating.
Given the company's thin margin of financial covenant compliance
and approaching covenant step-downs, weakening operating
performance could pressure covenants in the near term.

The ratings on Pittsburgh-based Standard Steel LLC reflect the
company's highly leveraged financial profile and vulnerable
business risk profile as an integrated manufacturer of steel
wheels and axles.  The company manufactures wheels and axles for
railcar manufacturers, Class 1 railroads, and aftermarket
maintenance providers.

With annual sales of roughly $200 million, Standard Steel is a
small participant in the cyclical railcar-equipment manufacturing
industry.  Cyclicality may be tempered somewhat by the company's
aftermarket repair and maintenance business.  The company expects
to derive roughly 75% of its revenue from the wheel segment, with
the remainder coming from axle production.  The company
manufactures its products from forged steel instead of using a
casting process, differentiating itself from its competitors with
respect to wheel production.  As a result, Standard Steel has a
strong position in the smaller passenger rail market and in
certain locomotive markets, which require the use of forged steel
wheels instead of cast wheels.  Nevertheless, the passenger and
locomotive markets are only expected to account for a combined 20%
of sales, with the remaining 80% from freight-car-related sales.

Standard Steel has a highly leveraged financial risk profile.
Equity sponsor Trimaran Capital Partners LLC has owned the company
since June 2006.  As of Sept. 30, 2008, the ratio of funds from
operations to total debt (adjusted for capitalized operating
leases and postretirement benefits) was about 10% and total debt
to EBITDA roughly 4x.  However, due to weakening end markets in
2009, Standard & Poor's Ratings Services expects these metrics to
worsen.  Leverage is higher when the sponsor equity, which S&P
view as having the potential to be recapitalized into debt, is
treated as debt.  For the current rating, S&P expects FFO to debt
of about 10%. S&P has not factored potential acquisitions into the
rating.

The outlook is negative, reflecting the company's thin margin of
financial covenant compliance. S&P could lower the ratings further
if the company violates its financial covenants and appears
unlikely to obtain satisfactory relief.  S&P could revise the
outlook to stable if the company establishes a track record of
free cash flow generation and maintains at least 15% headroom
under financial covenants.


STAR TRIBUNE: Asks Court to Cancel Contract With Union
------------------------------------------------------
The Star Tribune has asked the U.S. Bankruptcy Court for the
Southern District of New York to cancel the labor contract for its
116-member pressmen's union and impose a measure that would save
the newspaper about $3.5 million per year, David Phelps at the
Star Tribune reports.

"The Star Tribune's financial situation is dire," financial
consultant Paul Huffard of Blackstone Advisory Services said in
court documents.  Mr. Phelps relates that revenue this year is
projected to drop to about $203.3 million, from $303.8 million in
2007, while operating expenses would total $200.2 million --
assuming no savings on union contracts -- and would be too small a
margin to guarantee Star Tribune's viability during the recession
and restructuring.

Mr. Phelps states that the pressmen union, a member of the
International Brotherhood of Teamsters, has a 10-year contract
that expires November 30, 2010, with Star Tribune.  Mr. Phelps
says that Star Tribune wants the group to take a salary reduction
that ranges from $5.90 an hour to $12.25 an hour, about 17% and
40% respectively.  Star Tribune also wants the group to forgo
small pay increases at year-end, Mr. Phelps relates.

According to Mr. Phelps, Star Tribune said that the pressmen union
has failed to enter talks for concessions needed because of a
sharp drop in advertising revenue and debt from the $530 million
acquisition of Avista Capital Partners in 2007.  Mr. Phelps
reports that Star Tribune wants the pressmen to accept lower wages
and new work rules that would decrease staffing and overtime
requirements on the presses.

Mr. Phelps quoted Andrew Staab, the attorney for the pressmen, as
saying, "We haven't had meaningful negotiations yet [on the
company's January proposal].  We don't want this filing to get in
the way of meaningful negotiations."

The union has retained a bankruptcy counsel in New York and a
financial consultant in the Twin Cities to help it understand Star
Tribune's position on labor issues, Mr. Phelps reports, citing Mr.
Staab.

Mr. Phelps states that Star Tribune is seeking about $20 million
in cost reductions from its unionized workers and about
$10 million from non-union employees.  Star Tribune, according to
Mr. Phelps, said that it has already cut costs by $50 million
through reduced news pages, attrition, layoffs, and voluntary
buyouts since 2007.  Payroll makes up 55% of the newspaper's
operational expenses and unions make up more than half of that,
Mr. Phelps says, citing Star Tribune.

Positive cash flow is achievable if Star Tribune can restructure
its debt and secure cost savings "significantly in excess of
$30 million," Mr. Phelps relates, citing Mr. Huffard.  According
to Mr. Phelps, Mr. Huffard said that the union contract savings
are important because Star Tribune's revenues are declining faster
than its expenses, it pays above-market wages and benefits, and
"restrictive" work rules result in substantial overtime and a
larger workforce than necessary.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STATION CASINOS: Boyd Offers $950 Million for OpCo Assets
---------------------------------------------------------
Boyd Gaming Corporation delivered a non-binding preliminary
indication of interest to Frank J. Fertitta III, Station Casino's
Chairman, President and Chief Executive Officer, and the Company's
Board of Directors.

In a letter dated February 23, 2009, Keith E. Smith, Boyd Gaming's
president and CEO, and William S. Boyd, the Executive Chairman of
Boyd Gaming's Board, said Boyd is interested in exploring an
acquisition of 100% of Station Casino's OpCo Assets. In addition,
should Station Casinos determine to pursue sale transactions with
respect to its PropCo Assets, Boyd would consider an acquisition
that includes those assets as well.

"We believe that Boyd is uniquely qualified to operate the assets
of Station. We are dedicated to operating first class casino
entertainment facilities and have demonstrated this commitment
within the Las Vegas market for over thirty years," Messrs. Smith
and Boyd said.

                 Key Assumptions and Value Drivers

The letter is based on publicly available information.  Messrs.
Smith and Boyd said they have made numerous assumptions concerning
the OpCo Assets, the PropCo Assets and Station Casinos' Land Loan.
The assumptions include continued operation of the business in the
ordinary course.

"There are certain key drivers and assumptions that may change our
views, either positively or negatively, which we plan to further
investigate during a formal due diligence process," Messrs. Smith
and Boyd said.

                             Valuation

Based on available public information, Boyd estimates that the
enterprise value of the OpCo Assets is approximately
$950 million.

Subject to the completion of a due diligence review to Boyd's
satisfaction, including confirmation of the estimated enterprise
value of the OpCo Assets, Boyd would be prepared to offer this
amount in cash to existing stakeholders to acquire the OpCo Assets
following, or as part of, the reorganization of Station.

Messrs. Smith and Boyd said this value would present a superior
recovery to the unsecured creditors of Station versus an exchange
offer proposed by Station Casinos early this month.

Messrs. Smith and Boyd said they would be interested in pursing a
transaction to acquire the Station assets as either a "stalking
horse bidder" pursuant to Section 363 of the Bankruptcy Code or,
as a co-sponsor or plan proponent (with Station or other
applicable debtor) in a consensual plan of reorganization or, in
the alternative, as a competing plan proponent, in each case
pursuant to Chapter 11 of the Bankruptcy Code.

                             Financing

As of December 31, 2008, Boyd had approximately $2 billion in
available liquidity under its Revolving Credit Facility.  Messrs.
Smith and Boyd said Boyd has sufficient liquidity to finance a
cash transaction consistent with the terms outlined in this
Proposal.

                      Conditions and Approvals

Boyd considers the publicly available information to be very
limited, and completion of detailed due diligence may lead Boyd to
substantially modify this Proposal or to decide not to make a
binding offer.

Boyd envisions that any binding offer would be subject to the
satisfaction or waiver of customary conditions, including, the
completion of a due diligence review to Boyd's satisfaction; the
negotiation and execution of definitive agreements containing
terms and conditions satisfactory to Boyd; obtaining all required
governmental, regulatory and third-party approvals or consents;
and confirmation of the Plan of Reorganization by the Bankruptcy
Court pursuant to the provisions of the Bankruptcy Code, or
approval of a purchase of the OpCo Assets pursuant to an order of
the Bankruptcy Court, among other conditions.

                           Due Diligence

To be in a position to deliver a binding offer, Messrs. Smith and
Boyd said they will need to meet with Station's key managers and
visit Station's casino properties.

"In addition, we and our advisors will need to complete customary
commercial, operating, equipment condition, financial, tax,
business integration, environmental and legal due diligence. We
are confident that we will be able to complete our due diligence
expeditiously once detailed due diligence information is made
available to us. In doing so, we will seek to minimize any
disruption to the business of the Company," Messrs. Smith and Boyd
said.

                               Timing

According to Messrs. Smith and Boyd, "The submission of this
Proposal has been approved by Boyd's Board of Directors, and the
Proposal has the full attention of Boyd management.  We are
prepared to commit the necessary resources to complete a
transaction as quickly as possible.  Boyd's financial and legal
advisors are prepared to immediately commence the due diligence
process and proceed expeditiously.  Following execution of a
definitive purchase agreement, we anticipate consummating a
transaction promptly following receipt of all required consents
and approvals, including those approvals required by the
Bankruptcy Court and the Nevada Gaming Commission, Nevada Gaming
Control Board and other regulatory bodies."

                          Financial Advisor

Boyd has retained UBS Securities LLC as its financial advisor in
connection with its evaluation of Station.  Responses to or
questions regarding this non-binding Proposal should be directed
to:

        James Stewart                     Soren Reynertson
        Managing Director                 Managing Director
        UBS Securities LLC                UBS Securities LLC
        Tel: (310) 556-6720               Tel: (212) 821-3467

                              General

For purposes of this Proposal, "OpCo Assets" means all of
Station's assets other than (i) the assets that secure the CMBS
mortgage loan and related mezzanine financings, due November 12,
2009 -- PropCo Assets -- and (ii) the assets that secure Station's
$250 million delay-draw term loan due February 7, 2011.

                  Solicitation of Plan Acceptances;
                      Plan Votes Due March 2

As reported by the Troubled Company Reporter on February 5, 2009,
Station Casinos elected not to make a scheduled $14.6 million
interest payment that was due to holders of its $450 million
6-1/2% Senior Subordinated Notes due February 1, 2014, as it
launched the proposed restructuring plan to its bondholders.  The
Old 2014 Subordinated Notes provide for a 30-day grace period
which ends March 3, 2009.

Station Casinos also has elected not to make a scheduled
$15.5 million interest payment that was due on February 15, 2009,
to holders of the Company's $400 million 7-3/4% Senior Notes due
August 15, 2016.  The grace period with respect to the payment of
interest on the 2016 Senior Notes ends on March 17, 2009.

The Company has started votes from its bondholders in favor of the
restructuring plan that the Company's equity sponsors and lead
senior secured lenders have already agreed to support.

The Company said it is soliciting from eligible institutional
holders of its outstanding:

   -- 6% Senior Notes due 2012,
   -- 7-3/4% Senior Notes due 2016,
   -- 6-1/2% Senior Subordinated Notes due 2014,
   -- 6-7/8% Senior Subordinated Notes due 2016, and
   -- 6-5/8% Senior Subordinated Notes due 2018,

ballots for a vote in favor of a plan of reorganization for the
resolution of outstanding claims against the Company.

The Company is offering the bondholders a combination of secured
notes and cash in exchange for their outstanding bonds.  Under the
plan, senior bondholders would get 50 cents on the dollar while
subordinate bondholders would receive 7 cents on the dollar in new
notes and 3 cents on the dollar in cash, Las Vegas Review states.

The Company said that affiliates of the Fertitta family and Colony
Capital have committed, as part of the restructuring plan, to
contribute in the aggregate up to $244 million in cash if an
acceptable agreement is reached with all of the Company's lending
constituents. Members of the Fertitta family that would be
participating in this contribution of additional capital include
Frank J. Fertitta III, Chairman and Chief Executive Officer of the
Company, and Lorenzo J. Fertitta, Vice Chairman of the Company.

If the Company obtains sufficient acceptances of the Plan, the
Company may determine to implement the Plan by commencing a
voluntary case under chapter 11 of the U.S. Bankruptcy Code.

                      About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.


STELLA LEVEA: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Jeniffer Berry at 9news.com reports that Stella Levea has filed
for Chapter 11 bankruptcy protection, listing $1 to $10 million in
debts and over $500,000 in assets.

The Associated Press relates that Ms. Levea, as one of the
principals of bankrupt First Americans Insurance Service, is under
state and federal investigation.  The AP relates that the
investigators are trying to find out how more than $100 million
disappeared from First Americans.

Court documents say that Ms. Levea's top three creditors are also
listed as First Americans' creditors.  According to The AP, Ms.
Levea owes the three men from Nebraska, Kansas, and Colorado a
combined $950,000.  The AP relates that other debts include:

     -- $117,698 to American Express,
     -- $13,025 to Bank of America, and
     -- $10,000 to QVC.

According to The AP, Ms. Levea and First Americans' other
principals -- James Masat and Kenneth Mottin -- had their
insurance licenses revoked in January 2009, not admitting or
denying any accusations they face.


TARRAGON CORP: Common Stock Delisted From Nasdaq
------------------------------------------------
Amy Horton, associate general counsel of Tarragon Corp. disclosed
in a regulatory filing dated February 17, 2009, that the Company's
common stock has been delisted from NASDAQ Stock Market LLC.

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.


TIMBERLINE RESOURCES: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------------
Timberline Resources Corporation on February 13, 2009, received
notice from the NYSE Alternext US LLC indicating that as of
September 30, 2008 Timberline was below certain of the Exchange's
continued listing standards due to Timberline's stockholders'
equity not meeting certain minimum requirements.

Timberline has been afforded the opportunity to submit a plan of
compliance to the Exchange by March 13, 2009 that demonstrates the
Company's ability to regain compliance with the listing standards
of the Exchange by August 2010.  If Timberline does not submit a
plan, or submits a plan that is not accepted by the Exchange then
it will be subject to delisting procedures in accordance with the
Exchange's guidelines.

The Exchange based their analysis on Timberline's September 30,
2008 financial statements which report stockholders' equity of
$3.55 million.  As of Timberline's interim financial statements
for the three months ended December 31, 2008, Timberline's
stockholders' equity had already increased to $4.62 million and
Timberline's management believes that it will continue to make
significant progress in the rest of the fiscal year towards
meeting the requisite standards to ensure its continued listing on
the Exchange.  Timberline intends to submit a plan to the Exchange
by March 13, 2009 outlining the steps the Company expects to take
in order to bring stockholders' equity into compliance with the
continued listing standards of the Exchange.

Timberline Resources Corporation (NYSE Alternext US:TLR) has taken
the complementary businesses of mining services and mineral
exploration and combined them into a unique, forward-thinking
investment vehicle that provides investors exposure to both the
"picks and shovels" and "blue sky" aspects of the mining industry.
Timberline has contract drilling subsidiaries in the western
United States and Mexico and an exploration division focused on
district-scale gold projects with the potential for near-term,
low-cost development.  The Company is forming a 50/50 joint
venture with Small Mine Development, LLC at Timberline's 100-
percent owned, royalty-free Butte Highlands Gold Project which is
scheduled for development beginning in 2009.  Timberline is listed
on the NYSE Alternext US and trades under the symbol "TLR".


TRUMP ENTERTAINMENT: Gets Court Nod to Pay Critical Vendors
-----------------------------------------------------------
Trump Entertainment Resorts Inc., and its affiliates were given
permission by the U.S. Bankruptcy Court for the District of New
Jersey to use cash alongside interim authority eventually to pay
up to $17.55 million in pre-bankruptcy claims to providers of
goods and services deemed to be critical to the survival of the
business, Bloomberg's Bill Rochelle reported.

The Debtors have reviewed their accounts payable and prepetition
vendor lists to identify those creditors most essential to the
Debtors' operations pursuant to the following criteria: (a)
whether certain quality specifications or other requirements of
the Debtors' customers prevent the Debtors from obtaining a
vendor's products or services from alternative sources within a
reasonable timeframe; (b) whether, if a vendor is not a single
source supplier, the Debtors have sufficient product in inventory
to continue their operations while a replacement vendor is put in
place; and (c) whether a vendor meeting the foregoing criteria is
able or likely to refuse to ship product to the Debtors
postpetition if its prepetition balances are not paid.

As of February 13, 2009, the Debtors have $12,000,000 (estimated
$11,918,452) in accounts payable due and owing to Critical
Vendors.  In addition, the Debtors estimate that an additional
$5,545,000 is due and owing for critical vendor services that have
already been provided to the Debtors, but which have not yet been
processed into the accounts payable system. Such amounts will
nonetheless be considered prepetition claims by the Critical
Vendors deciding whether or not to discontinue essential services.

In return for payment of all or a portion of the outstanding
prepetition claims of the Debtors' Critical Vendors, the Debtors
will use their best efforts to obtain favorable trade terms for
the postpetition delivery of goods and services.  The Debtors
propose to condition payment to Critical Vendors upon each
Critical Vendor's agreement to continue supplying goods and
services to the Debtors on terms that are acceptable to the
Debtors in light of historical practices between the parties.

The Debtors owe $488.8 million to lenders who are backed by first
priority liens on Trump Entertainment and its affiliates' assets,
and $1.2 billion to lenders who have second liens on Trump's
assets.  The Debtors have said that they won't be needing DIP
financing to fund their operations while in bankruptcy.  According
to Mr. Rochelle, before filing, Trump had an agreement with the
first lien lenders to use their cash collateral to finance
operations.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on Livonia, Michigan-based TRW Automotive Inc., including the
corporate credit rating, which S&P lowered to 'B+' from 'BB'.  The
outlook is negative.

"The downgrade reflects our view that the deteriorating automotive
production in most markets globally will cause significant
worsening in TRW's credit profile during 2009," said Standard &
Poor's credit analyst Nancy Messer. S&P expects light-vehicle
sales to decline about 22% in North America this year, to
10.3 million units, and TRW now expects auto production to decline
20% in Europe during 2009.  Vehicle sales in Latin America and
Asia have also begun to deteriorate.  These declines will put
pressure on TRW's revenues and profitability, making it unlikely
that the company would have been able to maintain credit measures
appropriate for the previous rating.  In addition, TRW may need to
enter into discussions with its bank lenders for covenant relief
in the second quarter of this year.

S&P's opinion that the light-vehicle market will remain difficult
in the year ahead is based on the absence of any visible, material
upturn in global demand.  In addition to lower production levels,
volatility in automaker production schedules continues to disrupt
profitability for auto suppliers.  Consequently, S&P expects TRW's
EBITDA to decline significantly in fiscal 2009, given the outlook
for lower production volumes in all of TRW's geographic markets.
S&P now view the company's business risk profile as vulnerable,
compared to weak under the previous rating.

TRW manufactures active and passive safety products for the
automotive industry.  Nearly 70% of its sales come from outside
North America; its largest customer, Volkswagen AG, accounted for
about 17% of 2007 sales.  Combined sales to the Michigan-based
automakers account for about 22% of TRW's consolidated revenues.
Auto suppliers in the U.S. and Europe, including TRW, are exposed
to cost increases for steel and other raw materials, which they
can rarely recover in full from customers.  In addition,
automakers' product mixes remain unfavorable, as U.S. consumers
have shifted their preference to sedans from SUVs and even
crossover utility vehicles, which typically carry more supplier
content.

TRW's financial results for the year ended Dec. 31, 2008, fell
short of S&P's expectations because of an operating loss in the
fourth quarter.  Reported EBITDA (adjusted for special items) fell
16%, year over year, to $1.0 billion, and gross margin declined to
6.8% in 2008, from 8.2% year over year.  European sales, which had
helped TRW's financial performance in the first half of the year,
declined significantly in the second half. S&P expects TRW's
financial performance to remain under pressure into 2010.

S&P believes TRW's total leverage and interest coverage covenants
could both be breached midyear.  In addition, the leverage (net
debt to EBITDA) covenant tightens for the trailing 12 months
ending Dec. 31, 2009.  At this time, S&P expects the company to be
able to negotiate an amendment to its credit facility to relax
these covenants, but credit markets remain very difficult, and
failure to secure an amendment that supports liquidity would cause
S&P to lower the ratings.

The outlook on TRW is negative.  S&P could lower the rating if the
company is not able in 2009 to negotiate a satisfactory amendment
to its revolving credit facility that preserves liquidity.  Even
if the company obtains an amendment, S&P expects the outcome to
include higher borrowing costs and/or lower borrowing limits
because of the currently difficult credit markets.  S&P could also
lower the ratings if S&P believed the company's free cash flow
generation would fail to exceed
$100 million for 2009.

S&P could revise the outlook to stable if TRW can generate
sufficient free cash to allow for permanent debt reduction,
although this outcome is less likely in the year ahead because of
difficult global market conditions.


TENNESSEE ENERGY: Moody's Cuts Rating on 2006A Bonds to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Tennessee
Energy Acquisition Corporation Gas Project Revenue Bonds, Series
2006A to Ba1 from Baa1.  The downgrade results from the presence
of a guaranteed investment agreement provided by MBIA Inc. (Ba1)
that is also insured by MBIA Insurance Corporation (B3) in which
funds needed for debt service payments are invested.  Moody's
recently downgraded the rating of MBIA Insurance Corporation to
B3.

Pursuant to the recent restructuring of MBIA's portfolio of
insurance policies into MBIA Insurance Corp (B3) and MBIA Illinois
(Baa1 on watch for upgrade), MBIA has stated that all surety bonds
issued to support investment contracts provided by MBIA Insurance
Corp will remain at that entity and not be reinsured by MBIA
Illinois.  The GIC for this transaction is issued by MBIA Inc.
(Ba1) and there is a surety bond supporting the GIC from MBIA
Insurance Corporation (B3) which is available in the event MBIA
Inc. fails to pay under the GIC.  Therefore Moody's is relying on
the higher of the two ratings (MBIA Inc. and MBIA Insurance
Corporation) of the entities obligated to pay under the GIC.

The rating on the Bonds is based upon the credit quality of : (i)
Goldman Sachs Group, Inc. (A1) as gas purchase contract guarantor;
(ii) Royal Bank of Canada (Aaa) as commodity swap guarantor; (iii)
MBIA Inc. (Ba1) as GIC provider (supported by a surety bond from
MBIA Insurance Corporation (B3)); (iv) Depfa Bank plc (A3/ P-1) as
GIC provider; (v) Transamerica Life Insurance Co. (A1/ P-1) as GIC
provider; and (vi) Citigroup, Inc. (A2/ P-1) as GIC provider.

Although the money invested in the GIC is a relatively small
portion of the overall funds in the transaction, should the funds
held in the GIC not be available for any reason, there could be a
payment default on the bonds.  Bankruptcy of a GIC provider may
lead to an automatic stay on the funds in the GIC, which may also
include any collateral posted pursuant to the GIC.  Since a
payment default on the bonds does not lead to a termination of the
gas purchase agreement it would not trigger a termination payment
by the guarantor and redemption of the bonds.

The most recent rating action on the bonds was on January 13, 2009
when the rating was downgraded to Baa1.


TEXTRON FINANCIAL: Moody's Downgrades Rating on Class B to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has taken these rating actions on dealer
floorplan asset-backed notes issued by Textron Financial Floorplan
Master Note Trust, Series 2007-A:

  -- Class A Notes, Downgraded to Aa3 from Aaa
  -- Class B Notes, Downgraded to Ba2 from A1

                            Rationale

The rating actions were prompted by the trend and level of
increasing losses incurred by the trust and the potential for
losses to continue to increase in the future.  Monthly annualized
losses have exceeded 2.00% since November 2008.  Historically,
annualized losses have ranged from 0.25% to 1.00%.  The current
loss trend is higher than the historical range as a result of
deteriorating macroeconomic conditions.

The transaction features revolving receivables payable by dealers
and secured by the dealers' related inventory of mixed collateral.
The dealers' accounts are originated and serviced by Textron
Financial Corporation.  On December 22, 2008, TFC's parent,
Textron Inc., announced that its Board of Directors approved a
plan to exit all of TFC's commercial finance business through a
combination of orderly liquidation and selected sales, other than
that portion of the business supporting the financing of customer
purchases of Textron-manufactured products.  The plan applies to
approximately $7.9 billion of TFC's $11.4 billion managed
receivable portfolio, including the floorplan activity of Textron
Financial Floorplan Master Note Trust.  Uncertainty regarding the
impact of Textron's decision to exit activity relating to Textron
Financial Floorplan Master Note Trust was taken into consideration
by Moody's in determining its rating action.

                        Rating Methodology

Moody's conducted two primary analytical methods in evaluating
this transaction.  The first method evaluated an expected loss
estimate for the floorplan collateral and variability around the
loss estimate, contemplating more stressful environments.  The
judgment of a rating committee was used to determine the
variability around the loss estimate at a level consistent with a
Aaa rating, also referred to as a Aaa Proxy, for the given trust.
After determining an expected loss and Aaa Proxy, Moody's employed
an expected loss framework to evaluate the related bond ratings,
using a lognormal probability distribution for the asset pool's
expected loss.  Within that framework, the ratings on the
securities were assigned based on a table that shows the
relationship between the Notes' probability-weighted expected loss
and a Moody's rating.  This approach is comparable to the
methodology for retail auto loan transactions.

The second analytical method utilized, Moody's floorplan loan
model, is based on a joint-default probability analysis of both
the manufacturers and dealers.  Loss given default is determined
by analyzing the collateral at risk net of recoveries.  The total
collateral at risk upon a joint-default of manufacturer and dealer
is the remaining unpaid floorplan loan balance.  The balance is
calculated based on total payments as determined by a monthly
payment rate prior to dealer default.  The analysis is implemented
through a simulation model, which simulates losses during a two
year amortization period following an event of default based on a
set of key modeled assumptions such as manufacturer bankruptcy
scenarios, dealer default rates, recovery rates, payment rates,
the impact of macroeconomic activity on manufacturer and dealer
default probability, the correlation of default between
manufacturer and dealer, and the frequency of diversion of product
sale proceeds by the dealership ("sold out of trust").

Manufacturer and dealer default probabilities are simulated based
on committee assessment.  Each simulation run simulates a total
loss and corresponding internal rate of return reduction for each
class of Notes.

In addition to the analytical methods described above, Moody's
also evaluates qualitative factors such as the quality of provided
information and the strength of the servicer.  Combining the
qualitative factors and both quantitative analyses, a final rating
level is determined.

                            Servicer

The receivables and associated dealers' accounts for the Textron
Financial Floorplan Master Note Trust are serviced by TFC.  On
February 4, 2009, Moody's placed all the ratings of TFC and its
parent Textron under review for possible downgrade, including the
Baa2 senior unsecured ratings and the Prime-2 short term ratings
of both entities.


TRAILER BRIDGE: Moody's Affirms Corporate Family Rating at 'B3'
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family and
the SGL-3 speculative grade liquidity rating of Trailer Bridge,
Inc.  The rating outlook remains negative.

The B3 affirmation reflects progress Trailer Bridge has made
redeploying its fleet to minimize the cost of ramping up the
Florida / Dominican Republic service, an adequate liquidity
profile balanced against Trailer Bridge's small size, high
leverage and the likely 2009 economic contraction in Puerto Rico
which could impact freight volumes.

The SGL-3 speculative grade liquidity affirmation reflects the
company's adequate liquidity profile stemming from an unutilized
$10 million accounts receivable backed revolver that has covenant
tests which activate when availability declines below $3 million.
Currently, the eligible collateral supporting the revolver exceeds
the commitment level and potential for covenant activation appears
to be low in the next 12 months.

The negative outlook acknowledges that Trailer Bridge's high
leverage, small size and the likely 2009 Puerto Rico economic
contraction could challenge the ability to improve leverage
metrics, and expose the rating to pressure.  As well, incorporated
in the negative outlook is potential for added costs from the U.S.
Department of Justice's investigation regarding anti-competitive
practices in the Puerto Rico / U.S. trade lane.

Additional rating affirmations:

* Probability of default -- B3

* $85 million 9.25% senior secured notes due November 2011 -- B3,
  LGD 3, 44% becomes LGD 4, 51%

Moody's last rating action occurred February 27, 2008 when the
outlook was changed to negative from stable and the B3 corporate
family rating was affirmed.

Trailer Bridge, Inc., headquartered in Jacksonville, Florida is an
integrated trucking and marine freight carrier that provides
truckload freight transportation primarily between the continental
U.S., Puerto Rico and Dominican Republic. Last twelve months ended
September 30, 2008 revenues were $131 million.


VALASSIS COMMUNICATIONS: Receives NYSE Non-compliance Notice
------------------------------------------------------------
Valassis Communications, Inc. received notice from the New York
Stock Exchange on Feb. 20, 2009, that it was not in compliance
with certain continued listing standards applicable to its common
stock.  Specifically, the notice indicates that Valassis is below
criteria because both the average market capitalization of its
common stock over a consecutive 30 trading-day period was less
than $75 million and its stockholder equity was less than
$75 million.

As of Feb. 18, 2009, Valassis' 30 trading-day average market
capitalization was approximately $70.2 million.  As of Dec. 31,
2008, its stockholders' equity was $5.4 million, down from
$241.2 million as of Sept. 30, 2008, due primarily to a
$245.7 million pre-tax, non-cash impairment charge related to
goodwill and other intangible assets that Valassis recorded during
the fourth quarter of 2008.

Under NYSE regulations, Valassis has 45 days from the receipt of
the notice to submit a business plan that demonstrates its ability
to return to compliance with the continued listing standard within
18 months of receipt of the notice.

Valassis intends to submit such a plan, which may include among
other things, elements from our previously released 2009 Profit
Maximization Plan (designed to reduce costs, increase production
efficiencies and place focus on its greatest growth and profit
opportunities) and a positive impact from both a potential asset
sale as well as any repurchase of its outstanding term loans
through one or more "modified Dutch" auctions during 2009.

Upon receipt of the business plan, the NYSE has 45 days to review
and determine whether Valassis has made a reasonable demonstration
of its ability to come into conformity with the relevant standard
within the 18-month period. The NYSE will either accept the
business plan, at which time Valassis will be subject to ongoing
monitoring for compliance with the business plan, or the NYSE will
not accept the business plan and Valassis will be subject to
suspension and delisting procedures.

As required by the NYSE's rules, Valassis intends to notify the
NYSE within 10 business days of receipt of the non-compliance
notice of its intent to submit a plan to remedy its non-
compliance.

Valassis also disclosed that on Feb. 17, 2009, Wayne County
Circuit Court Judge Michael Sapala formally scheduled Valassis'
state law action against News America Incorporated for May 27,
2009.  The trial had been tentatively scheduled to start March 10,
2009.  Another case also on Judge Sapala's calendar previously
scheduled to start trial that same date has not resolved, and
therefore, he is unavailable on that date.  Valassis originally
filed the action in the State of Michigan Wayne County Circuit
Court on March 9, 2007 raising common law and statutory causes of
action.

In addition to the Michigan state law claims, Valassis has
lawsuits pending against News America in the United States
District Court, Eastern District of Michigan, for alleged
violations of the Sherman Act, and in the Supreme Court of the
State of California for the County of Los Angeles raising claims
under California's Cartwright, Unfair Competition and Unfair
Practices Acts.  These two cases are currently scheduled for trial
in April and August of 2009, respectively.

                   About Valassis Communications

Valassis Communications, Inc. -- http://www.valassis.comor
http://www.redplum.com-- is a media and marketing services
company, serving more than 15,000 advertisers.  Its RedPlum media
portfolio delivers value on a weekly basis to over 100 million
shoppers across a multi-media platform - in-home, in-store and in-
motion.  Headquartered in Livonia, Michigan with approximately
7,000 associates in 28 states and nine countries, Valassis is
recognized for its associate and corporate citizenship programs,
including its America's Looking for Its Missing Children(R)
program.  Valassis companies include Valassis Direct Mail, Inc.,
Valassis Canada, Promotion Watch, Valassis Relationship Marketing
Systems, LLC and NCH Marketing Services, Inc.
Safe Harbor and Forward-Looking Statements


VERASUN ENERGY: Plants Set for March 16 Auction
------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware scheduled a March 16, 2009 auction of all 16
facilities of VeraSun Energy Corp.

The Court will hold a hearing March 18 to approve the sales.

VeraSun and its 24 debtor-affiliates have inked an agreement to
sell substantially all of their assets to Valero Energy
Corporation, free and clear of all liens, for $280,000,000 plus
the fair market value at closing of the VSE Debtors' inventory.

The "VSE Assets" consist of substantially all of the assets of:

  * VeraSun Aurora, LLC,
  * VeraSun Charles City, LLC,
  * VeraSun Fort Dodge, LLC,
  * VeraSun Hartley, LLC,
  * VeraSun Welcome, LLC,
  * VeraSun Reynolds, LLC, and
  * VeraSun Marketing, LLC.

To memorialize their agreement, the Debtors entered into an asset
purchase agreement, dated February 6, 2009, with Valero Renewable
Fuels Company, LLC and Valero Energy Corporation.

Under the APA, Valero is required to deposit $10,000,000, which
would be applied toward the purchase price at closing.  Valero is
also required to offer employment to all the active employees on
substantially similar terms as those under which the employees
were employed by the Debtors.

The Acquired Assets are:

  (a) the Aurora, Charles City, Fort Dodge, Hartley, Reynolds
      and Welcome production facilities and related equipment
      and inventory, including inventory held by VeraSun
      Marketing, as well as substantially all of the other
      assets associated exclusively with those facilities;

  (b) intellectual property consisting of the trademarks and
      service marks "VERASUN," the VeraSun logo, and the slogan
      "AMERICA'S SOURCE FOR RENEWABLE FUELS";

  (c) certain other intellectual property, including the VE85
      trademarks and patents relating to corn oil extraction;
      and

  (d) specified other assets as set forth in the APA, including
      VeraSun Energy Corp.'s former headquarters building in
      Brookings, South Dakota.

The APA requires the Debtors to pay Valero a $10,000,000 break-up
fee and reimbursement of up to $1,000,000 if the Debtors
terminate the APA to consummate a competing sale transaction.

A full-text copy of the Valero APA is available for free
at http://bankrupt.com/misc/verasun_valeroapa.pdf

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, has said offering a Break-Up Fee and Expense
Reimbursement to the Valero will benefit the Debtors' estates by
establishing a floor and promoting more competitive bidding.
Without a fee, bidding on the VSE Assets would likely by reduced,
Mr. Chehi said.

Valero, according to Mr. Chehi, has indicated to the Debtors
during the negotiations of the APA that a relatively expedited
sale process with respect to the VSE Assets was critical to their
decision to provide a stalking horse bid.

In addition, Mr. Chehi said the AgStar and ASA DIP Facilities are
likewise conditioned on the Debtors' pursuit of a sale process
within a specified time frame.  Specifically, the Debtors' failure
to hold an auction with respect to the assets of the U.S.
BioEnergy Segment on or before March 16, 2009, and close any sale
on or before March 31, will constitute an event of default under
the AgStar DIP Facility.

The ASA DIP Facility also requires the Debtors to hold an auction
with respect to the Assets of the ASA Segment on or before March
31, and close a sale on or before April 15.  Mr. Chehi said the
postpetition financing at the VSE Segment is not projected to last
through 2009.

Mr. Chehi said the Debtors have marked and solicited offers for
the sale of all or any portion of the Assets for the last five
months.  Although the Debtors have not yet received a binding
offer for any of the non-VSE Segment Assets, the Debtors are
optimistic that the Sale process will maximize the value of the
Assets.

                       Bidding Procedures

Through the sale process, the Debtors are offering for sale
substantially all of its assets, which are characterized as four
distinct operating groups:

  (1) the "VSE Group" consisting of production facilities
      subject to the Valero bid;

  (2) the "US BioEnergy Group" consisting of production
      facilities in Central City and Ord, Nebraska; Albert City
      and Dyersville, Iowa; Hankinson, North Dakota; Janesville,
      Minnesota, and Woodbury, Michigan;

  (3) the "ASA Group" consisting of production facilities in
      Albion, Nebraska, Bloomingburg, Ohio, and Linden, Indiana;
      and

  (4) the "Marion Group" consists of the production facility in
      Marion, South Dakota.

Production has been discontinued at 12 plants.

Bloomberg notes that VeraSun's plants in eight states
theoretically are capable of producing 1.64 billion gallons of
ethanol annually.

To become a Qualified Bidder, interested parties must deliver to
the Debtors no later than March 2, 2009, an executed
confidentiality agreement and a letter of intent to buy the VSE
Assets, among others.  A Qualified Bidder that desires to make a
bid must deliver written copies of its bid to the Debtors and
their counsel, the Official Committee of Unsecured Creditors and
its counsel, and Valero and its counsel on or before March 13,
2009.

The Debtors have proposed that all bids, other than the Stalking
Horse Bid, must include:

  (a) for bids that cover the VSE Assets, a purchase price equal
      to or greater than $291,000,000 plus the fair market value
      at closing of the VSE Assets' Inventory;

  (b) for certain of the Assets, the purchase price must be
      equal to or greater than the sum of (i) the purchase price
      set forth in any Additional Stalking Horse Agreement, (ii)
      any Break-Up Fee, if any, (iii) the Expense Reimbursement,
      if any, and (iv) the Overbid Amount, as applicable;

   (c) in the event no Additional Stalking Horse Bidder is
       designated for all or a portion of the Assets, the
       purchase price proposed by the Qualified Bidder for the
       Assets for which they are submitting a bid;

   (d) a letter stating that the bidder's offer is irrevocable
       until two business days after the Assets on which the
       Qualified Bidder is submitting a bid have been sold
       pursuant to the closing of the sale or sales approved by
       the Court;

   (e) in the event an Additional Stalking Horse Bidder is
       designated for a given package of Assets, an executed
       copy of a purchase agreement and a redline of a Qualified
       Bidder's proposed purchase agreement over that of the VSE
       Stalking Horse Bidder or the applicable Additional
       Stalking Horse Bidder designated for those Assets;

   (f) in the event no Additional Stalking Horse Bidder is
       designated for a package of Assets, a copy of the
       proposed form of asset purchase agreement for the
       applicable package of Assets;

   (g) a deposit in the amount of 5% of the proposed purchase
       price, unless otherwise specified in the VSE Asset
       Purchase Agreement or any Additional Stalking Horse
       Agreement, as applicable; provided that with respect to
       bids that cover the VSE Assets, $11,000,000 out of that
       deposit will be placed in a segregated account; and

   (h) written evidence of a commitment for financing or other
       evidence of proposed purchaser's ability to consummate
       the proposed transaction and which the Debtors believe to
       be sufficient to satisfy the standards to provide
       adequate assurance of future performance under
       Section 365 of the Bankruptcy Code.

The Secured Lenders may make one or more credit bids for some or
all of the collateral securing their claims to the full extent
permitted by Section 363(k).  The Secured Lenders are permitted
to credit bid for all or a portion of their collateral at any
Auction, and will not be required to post a cash deposit, except
that any Secured Lender who wishes to credit bid for the
VSE Assets must post a deposit of $11,000,000.

To be a Qualified Bid, a credit bid must provide for payment in
cash at closing and the assumption of the administrative expense
claims of the Debtors that own the Assets to be acquired, as well
as cash sufficient to pay any bid protections afforded to a
stalking horse bidder.

In the event a Secured Lender submits a credit bid for all or a
portion of their collateral pursuant to these Bidding Procedures
at any Auction, the Debtors reserve their rights to not consult
with that Secured Lender as to whether a Potential Bidder is a
Qualified Bidder with respect to the Assets.

If a Qualified Bid, other than that submitted by the VSE Stalking
Horse Bidder or any Additional Stalking Horse Bidder, has been
received by the Debtors, the Debtors propose to conduct an
auction with respect to all or some of the Assets at One Rodney
Square, P.O. Box 636, in Wilmington, Delaware, on March 16, 2009,
at 11:00 a.m.

According to Bloomberg, the Debtors' secured debt includes
$81.7 million on a revolving credit and $210 million in secured
senior notes.  The so-called ASA facilities, acquired in August
2007, have a $267 million senior secured credit facility,
while the plants from last year's US BioEnergy purchase have
$555 million in secured obligations, Bloomberg said.  Unsecured
debt includes $450 million in senior unsecured notes, Bloomberg
added.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


WORLDSPACE INC: Highbridge Discloses 9.99% Equity Stake
-------------------------------------------------------
Highbridge International, LLC, Highbridge Capital Management, LLC,
Glenn Dubin and Henry Swieca disclosed in a regulatory filing
dated February 17, 2009, that they may be deemed to beneficially
own shares of Class A Common Stock of WorldSpace, Inc.

As of February 17, 2009, each may be deemed the beneficial owner
of 379 shares of Class A Common Stock, 3,778,046 shares of Class A
Common Stock issuable to Highbridge International LLC upon
exercise of Warrants and 9,911,000 shares of Class A Common Stock
issuable to Highbridge International LLC upon conversion of the
$19,822,000 principal amount of convertible notes.

Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive
Officer of Highbridge Capital Management, LLC. Henry Swieca is the
Chief Investment Officer of Highbridge Capital Management, LLC.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


* Stimulus Package Restricts Banks' Hiring of Foreign Workers
-------------------------------------------------------------
John D. Mckinnon at The Wall Street Journal reports that a
provision in the stimulus package discourages bailed out banks
from hiring skilled foreign workers.

WSJ relates that the provision would indicate broader efforts to
restrict work-related visa programs in 2009.

According to WSJ, the provision imposes higher government
examination on banks and other businesses receiving government
financial assistance if they use the H-1B visa program -- a non-
immigrant visa that allows U.S. employers to temporarily employ
foreign workers in specialty occupations -- to hire skilled
employees.  The report says that the program started in 1990 and
generally grants temporary visas to at least 85,000 workers per
year.  The visas, according to the report, are for three years but
can be extended to six.  The report states that Iowa Sen. Charles
Grassley wants to tighten the H-1B visa program.

The H-1B program would help firms obtain the most qualified
workers, particularly in fields like engineering, WSJ says, citing
supporters of the program.  According to the report, the
supporters said that the program has stringent protections,
requiring employers to attest that they aren't replacing U.S.
employees and to pay prevailing wages to foreign workers.

WSJ, citing critics, reports that the program encourages firms to
hire temporary workers and that many of the protections built into
the H-1B law don't work as intended, letting U.S. employers to
pass over American workers and hire cheaper foreign ones.

WSJ quoted Sen. Bernie Sanders as saying, "While we are suffering
through the worst economic crisis since the Great Depression, the
very least we can do is to make sure that banks receiving a
taxpayer bailout are not allowed to import cheaper labor from
overseas while they are throwing American workers out on the
street."

Sen. Sanders' office, according to WSJ, said that major U.S. banks
hired at least 1,200 foreign workers under the program in 2006.
Other critics say the total number hired in recent years is likely
several times higher.  The report says that these firms received
H-1B visa approvals in 2007:

     -- J.P. Morgan Chase & Co. (236 workers),
     -- Goldman Sachs & Co. (224 workers),
     -- Lehman Brothers Inc. (135 workers),
     -- Merrill Lynch & Co. (131 workers), and
     -- Morgan Stanley & Co. (119 workers).

WSJ relates that Sen. Charles Grassley, working with Sen. Richard
Durbin, is planning further legislation to tighten up the H-1B
visa program and other visa programs for temporary workers.

            Stimulus Plan Ineffective, Governors Say

Leslie Eaton at WSJ reports that the National Governors
Association blasted the stimulus plan on Sunday, saying that it
would be ineffective and add too much to the federal debt.

WSJ states that in the stimulus plan, much of the money will flow
through state governments, including $144 billion they can use to
protect education programs from cuts and pay for health care for
the uninsured.  According to the report, the states will also get
billions of dollars for "shovel ready" infrastructure projects,
and can apply for grants to pay for efforts such as weatherizing
buildings.

WSJ relates that Mississippi's Gov. Haley Barbour said that he
would join Gov. Bobby Jindal of Louisiana, in turning down federal
incentives to expand unemployment insurance coverage.  The report
quoted Gov. Barbour as saying, "It would require us in the future
to raise the unemployment tax.  We're looking to create more jobs.
It's a practical matter."

  Federal Stimulus Money for NY Wouldn't Stave Off Budget Cuts

Suzanne Sataline at WSJ notes that the estimated $4.5 billion of
federal stimulus money that the New York City expects to get over
the next two years wouldn't fend off sharp budget cuts on social
services and cultural institutions like parks and libraries.
According to the report, a source said that the city expects
getting $2.2 billion in local school aid, which should stop the
need to cut $770 million from the budget, including 13,000
education jobs.  The report says that the city expects to get
$2 billion over two years to help cover Medicaid costs, and
$35 million for crime-fighting programs, while an estimated
$295 million would be received to cover social services, including
child-care and food-stamp assistance.

Personal income, business, and sales taxes would continue to
decline by a total of 28% or almost $7 billion in the 2010 fiscal
year from two fiscal years before, WSJ states, citing a source.

Citing sources, WSJ relates that due to steep revenue losses and
an estimated $1.6 billion in proposed cuts in state grants, Mayor
Michael Bloomberg would have to cut the city's budget, as he
anticipates a $4 billion deficit in the coming year's almost
$60 billion budget.

According to WSJ, stimulus aid must be used in areas like federal
education programs, Medicaid payments, and construction projects,
and not to cover the cost of paying the city's large work force.

Mr. Bloomberg, to balance the budget, proposed increasing the
city's sales tax to 8.75% from 8.375% and asking labor unions to
pay 10% of health-care premiums, WSJ notes.

WSJ quoted Maria Doulis of the Citizens Budget Commission as
saying, "The stimulus money will help cushion the blow for the
current year, maybe the next year, but it's a short-term pause in
what has to be a long-term solution."

      Gov't to Provide Subsidy for Cobra Health Insurance

M.P. McQueen at WSJ reports that the government, as part of the
economic-stimulus package, will provide a nine-month subsidy
covering 65% of the Cobra premium -- which lets many workers to
continue group health insurance when they leave a job -- for
people who qualify.  Citing New York benefits lawyer Richard G.
Schwartz, WSJ relates that eligible employees who initially chose
not to take Cobra but who now want the subsidized version have 60
days after they receive notice from their employers to sign up.

WSJ notes that under the law, employees have to pay the entire
premium and a 2% administrative fee even though employers picked
up the most of the share of the cost.  According to the report,
the yearly average cost of Cobra coverage for a family is $13,000.
The report states that the stimulus package makes it easier to
afford extended health coverage after losing a job because:

     -- it provides a federal subsidy for 65% of the premium for
        nine months for workers who qualify;

     -- subsidy applies to employees who lose their jobs between
        Sept. 1, 2008, and Dec. 31, 2009; and

     -- workers who may have pre-existing conditions must
        maintain coverage to protect insurability.

According to WSJ, the new subsidy applies to employees who were
laid off between Sept. 1, 2008, and Dec. 31, 2009, and phases out
for individuals with an adjusted gross income of $125,000, and
$250,000 for married couples filing jointly.


* More Troubles Ahead for Newspapers; 4 Large Publishers in Ch. 11
------------------------------------------------------------------
Philadelphia Newspapers LLC, publisher of the Daily News and the
Inquirer, sought bankruptcy protection on February 22.  A day
before that, the Journal Register Company, publisher of the New
Haven (Conn.) Register and 19 other dailies, filed for Chapter 11.

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," James W. Hall, chairman of the board of
directors and chief executive officer of JRC, said.

In addition, certain advertising revenue, particularly classified
employment advertising, has been declining for some time as a
result of increased competition from other competing forms of
media, including the Internet, Richard R. Thayer, executive vice
president of Philadelphia Newspapers, said.

Star Tribune Company, which has the highest daily circulation in
the State of Minnesota, and 15th largest daily newspaper in the
United States, filed for bankruptcy January 15 as its declining
revenues couldn't keep up with its debt load.  Tribune Co., which
own leading papers, including the Los Angeles Times and Chicago
Tribune, etc., having collective paid circulation totaling 2.2
million copies daily, petitioned for bankruptcy in December,
noting that newspaper advertising revenue generally is in
significant decline, down industry-wide 15% to 20% in 2007 in
major metropolitan markets, and down industry-wide nearly
$2 billion, or 18%, in the third quarter of 2008.

          The "Great Recession" Further Hits Revenues

While newspaper print circulation and revenues have generally
declined in the past three years, the current recession, which has
caused the collapse of banks, and bankruptcy filings of retailers,
have further contributed to the revenue decline of newspapers.

"The recent global recession has placed an even greater burden on
an already distressed industry, leading to unprecedented industry-
wide revenue declines," JRC's Mr. Hall said.  "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."

Bankruptcy filings by these Pennsylvania-based publishers are the
latest sign the persistent decline in advertising may push
newspapers to consider more job cuts, shutdowns or restructurings,
Bloomberg News said.

More newspaper companies are in danger, Fitch Ratings analyst Mike
Simonton, said, noting that many publishers are struggling to meet
lending covenants and debt payments.  "Fitch expects there to be
more publishers and lenders that will face this decision in 2009
and 2010."

More Troubled Publishers

Due to the industry-wide woes in the newspaper industry, other
companies are struggling to maintain liquidity.  New York Times
Co., McClatchy Co. and Media General Inc., Bloomberg pointed out,
halted payment of their quarterly dividend this year in response
to dwindling ad sales.

Lee Enterprises Incorporated (NYSE: LEE), American Media, Inc.,
The New York Times, and McClatchy Co. (MNI.N) and other publishers
have written down billions of dollars in the past several years.
In fiscal 2008, Lee Enterprises recorded after-tax non-cash
charges totaling $893.7 million to reduce the carrying value of
goodwill, other assets and the company's investment in TNI
Partners.

American Media Operations, Inc., operating subsidiary of American
Media Inc., leading publisher of celebrity journalism and health
and fitness magazines in the U.S., on February 1 completed a
restructuring of approximately $570 million of its outstanding
senior subordinated notes.  The restructuring, which gave 95% of
the company to bondholders and reduced debt by $227.2 million,
saved the defaulting under its debts.

GateHouse Media, Inc., which has 92 daily newspapers with total
paid circulation of approximately 834,000, announced Jan. 28 that
it is seeking to amend its $1.2 billion senior secured credit
facility.


* Billion Dollar Filers in February Now Total Five
--------------------------------------------------
Three more companies that have assets exceeding $1 billion --
Trump Entertainment Resorts, Inc., BearingPoint Inc. and Qimonda
Richmond -- have filed for bankruptcy in February, raising the
total to nine this year.

                                PETITION       (In Millions)
   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell Chemical Co.         1/06/09    $27,177    $27,345
   Tronox                        1/12/09     $1,614     $1,237
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Spectrum Brands Inc.          2/03/09     $2,247     $3,275
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Trump Entertainment Resorts   2/17/09     $2,056    $1,738
   BearingPoint Inc.             2/18/09     $1,763     $2,232
   Qimonda Richmond LLC          2/20/09    >$1,000    >$1,000

Qimonda Richmond LLC, a unit of Munich, Germany-based Qimonda AG,
one of the largest suppliers of semiconductor memory products,
filed for bankruptcy after the prices of its key products fell
precipitously, driven, by, among other things, seasonal demand
weakness, and the effects of an earlier build-up of inventories.

Trump Entertainment Resorts Inc., which owns three casinos, filed
for bankruptcy due to a decline in gambling revenues in the
Atlantic City that required it to miss interest payments to
noteholders.

BearingPoint, a former consulting arm of KPMG LLP, and one of the
world's largest providers of management and technology consulting
services, filed for Chapter 11 as its cash resources were not
sufficient to meet its debt obligations.  BearingPoint had
significant debt load after embarking on a massive global
expansion since its spin-off from KPMG.

There have been 33 public companies file bankruptcy under
either Chapter 11 or Chapter 7 so far this year, compared with
14 during the same period in 2008 and 11 over a comparable time
in 2007, Bloomberg's Bill Rochelle said, citing
BankruptcyData.com.

According to Mr. Rochelle, the public companies in bankruptcy so
far this year listed assets totaling $65.7 billion, compared with
$9 billion in 2008's period and $692 million in 2007.  So far this
year there were five companies filing in Chapter 11 for a second
time.

Bankruptcy Creditors' Service, Inc., recorded 16 billion-dollar
cases in 2008, led by Lehman Brothers Holdings Inc., which had
639-billion in assets and 613-billion in debts.

                       Bankruptcy Attorneys

Various reports have pointed out that the hourly fees of some of
the top bankruptcy lawyers in the U.S. have broken through the
$1,000-per-hour barrier, as the current recession have increased
bankruptcy filings and demand for bankruptcy lawyers.

The attorneys hired by the largest bankruptcy filers for 2009 are:

   COMPANY                  Counsel                  Hourly Rates
   -------                  -------                  ------------
   Lyondell Chemical   Cadwalader, Wickersham
                         & Taft LLP (Lead Counsel)
                            Partners                $650 to $1,050
                            Counsel                 $335 to   $930
                            Legal Assistants        $170 to   $385

   Tronox Inc.         Kirkland & Ellis LLP
                         (Counsel)
                            Partners                $550 to $1,110
                            Associates              $320 to   $705

   Nortel Networks     Cleary Gottlieb Steen &
                         Hamilton LLP (Lead Counsel)
                            Partners                $725 to   $980
                            Associates              $375 to   $670

                       Morris, Nichols, Arsht
                         & Tunnell LLP
                         (Delaware counsel)
                            Partners                $525 to   $725
                            Associates              $265 to   $415

   Smurfit-Stone       Sidley Austin LLP             $90 to   $925
   Container Corp.       (Lead counsel)

   Spectrum Brands     Skadden Arps Slate
                         Meagher & Flom LLP
                         (Lead Counsel)
                            Partners                $730 to $1,050
                            Associates              $360 to   $680

                       Vinson & Elkins LLP
                         (Co-Counsel)
                            Senior Partner              $850

   Aleris Int'l        Weil Gotshal & Manges LLP
                         (Lead Counsel)
                            Members and Counsel     $650 to   $950
                            Associates              $355 to   $640

                       Richards, Layton & Finger
                         (Local Counsel)
                            Director                    $475
                            Associates              $230 to   $275

   Trump Ent.          McCarter & English LLP
                         (Bankruptcy Counsel)
                            Partners                $375 to   $680
                            Associates              $205 to   $395

                       Weil Gotshal
                         (Co-Counsel)
                            Partners                $650 to   $950
                            Counsel                 $650 to   $950
                            Associates              $355 to   $640


   BearingPoint        Weil Gotshal & Manges LLP
                         (Counsel)
                            Partners                $650 to   $950
                            Counsel                 $650 to   $950
                            Associates              $355 to   $640

                       Davis Polk & Wardell              N/A
                         (Special Counsel)

   Qimonda Richmond    Simpson Thacher &
                         Bartlett LLP (Counsel)
                            Partners                $785 to $1,000
                            Senior Counsel              $765
                            Counsel                     $740
                            Associates              $385 to   $690
                       Richards, Layton &
                         Finger P.A.
                          (Co-Counsel)
                            Select Attorneys        $175 to   $610

Simpson Thacher said that its hourly rates were effective as of
Sept. 1, 2008, and noted that "these hourly rates are subject to
periodic adjustments to reflect economic and other conditions and
are consistent with the rates charged elsewhere."

Weil Gotshal, which is lead counsel to Lehman Brothers Holdings
Inc., the largest bankruptcy filer in history, charges $650 to
$950 for members and counsel.  It already charged those rates when
it was engaged by Lehman in September 2008.

Tribune Co., the second largest newspaper publisher in the U.S.,
filed for bankruptcy in December.  In its request to hire Sidley
Austin as lead counsel, it said that it intends to pay Sidley for
its legal services on an hourly basis in accordance with its
"ordinary customary rates":

       Professional                       Rate per Hour
       ------------                       -------------
       Partners                           $575 - $1,100
       Counsel and senior counsel         $400 - $875
       Associates                         $240 - $650
       Para-professionals                  $95 - 385

According to Bloomberg News, Judge Kevin Cary in Delaware said at
a February 20 hearing that he won't allow Sidley lawyers to charge
more than $925.  Judge Cary said if anyone wants $1,000 or more,
he will demand there be a hearing where the lawyer must produce
evidence showing he or she is worth it.

Lyondell, et al. -- in their request to retain bankruptcy
professionals under Section 327 and 328 of the Bankruptcy Code --
indicated that the rates charged by their attorneys are
reasonable.

Pursuant to Section 328(a) of the Bankruptcy Code, debtors may,
pursuant to Section 327, hire counsel on any "reasonable" terms
and conditions.  The provision goes on to provide,
"Notwithstanding such terms and conditions, the court may allow
compensation different from the compensation provided under such
terms and conditions after the conclusion of such employment, if
such terms and conditions prove to have been improvident in light
of developments not capable of being anticipated at the time of
the fixing of such terms and conditions."

While a final order under Sec. 327 approves the retention of the
professional, an order under Sec. 330 is necessary to approve
compensation.

Collier on Bankruptcy at par. 330.04[3][c][i] indicates that the
bankruptcy court's determination of appropriate hourly billing
rates is done when reviewing fee applications.  According to
Section 330(a)(3), in determining the amount of reasonable
compensation to be awarded to a professional person, the court
will consider the nature, the extent, and the value of the
services, taking into account all relevant factors, including, but
not limited to, the rates charged for such services; whether the
services were necessary to the administration of, or beneficial at
the time at which the service was rendered toward the completion
of the Chapter 11 case; and whether the compensation is reasonable
based on the customary compensation charged by comparably skilled
practitioners in cases other than cases under this title.

The compensation procedures presented to debtors to the Court,
generally provide that:

   -- After each month for which compensation is sought, each
      professional is required to serve a monthly statement to the
      debtors, their counsel, the statutory committee's counsel,
      and  the U.S. Trustee, a monthly statement containing a list
      of individuals who provided services during the statement
      period, their billing rates, and the aggregate hours spent
      per individual.  The monthly statements need not be filed
      with the court.

   -- Every 120 days, but no more than 150 days, each professional
      will serve and file with the court an application for
      interim or final Court approval pursuant to Sections 330 and
      331.

Weil Gotshal, in its first monthly statement filed in December for
services rendered to Washington Mutual Inc., which filed for
bankruptcy in September, did not receive objections to its monthly
statement, which charged hourly rates of up to $950.

Lawyers to Chapter 11 filers for 2009, and those who are charging
$1,000 an hour, have not yet filed their fee applications with the
court.  For Lehman, for example, professionals are required to
file their first interim fee applications by March 15, 2009,
covering the period from the bankruptcy filing to January 31,
2009.


* Firms Expand Bankruptcy Practice As Demand Rises
--------------------------------------------------
Bankruptcy and restructuring specialists find themselves amidst an
increase in business, as the global economy sours and credit
markets remain frozen, The New York Times reports.  Moreover, the
news source states that with tight credit markets making
bankruptcy refinancing or loans expensive, more troubled companies
will be seeking legal solutions to their problems.

As a result, a majority of law firms across the U.S. have
endeavored to establish bankruptcy and restructuring departments
in their operations -- and firms that already have this division
continuously seek ways of enhancing their services in this
particular field.

According to Marites Ho of the Troubled Company Prospector, for
the past three months, there have been increasing numbers of
bankruptcy specialists who have made moves from one law firm to
another, including:

(1) New York based law firm Hahn & Hessen LLP disclosed that
Christopher Andrew Jarvinen has been made a partner in the Firm,
effective February 1, 2009.

Mr. Jarvinen's practice focuses on bankruptcy, reorganization and
creditors' rights. For the past nine years, he has represented
debtors, official and unofficial committees and creditors in
complex Chapter 11 restructurings and non-bankruptcy workouts. Mr.
Jarvinen possesses particular expertise with cross-border
insolvency matters as well as Chapter 15.  Prior to joining Hahn &
Hessen, Mr. Jarvinen practiced as an associate in the bankruptcy
and restructuring groups of the former Kronish Lieb Weiner &
Hellman LLP, and later with Paul, Weiss, Rifkind, Wharton &
Garrison LLP.

(2) The global law firm of Thompson & Knight LLP has expanded its
Corporate Reorganization and Creditors' Rights Practice Group with
the addition of Lois R. Lupica and Millie Aponte Sall as Counsel,
and Matthew R. Reed as an Associate. These additions strengthen
Thompson & Knight's thriving and rapidly expanding Corporate
Reorganization and Creditors' Rights Practice Group.

Ms. Lupica brings to the Firm more than 20 years of experience in
bankruptcy law matters.  She is a frequent speaker and writer on
corporate reorganization and creditors' rights, and is on the
Advisory Board for the American Bankruptcy Institute Law Review.

Ms. Sall has approximately 20 years of legal experience and
focuses her practice on corporate reorganization and creditors'
rights, corporate crisis management, and restructuring. Her
practice includes national and regional representation of Chapter
11 corporations in the oil and gas, manufacturing, retail, food
and beverage, construction, and hotel industries. She has
represented secured lenders, purchasers of estate assets, claims
traders, unsecured creditors, shareholders, and non-debtor
entities in Chapter 7 and 11 proceedings. Prior to joining the
Firm, Ms. Sall maintained a private practice in Houston, where she
provided legal and business strategic solutions to companies
seeking claims management, business restructuring, and asset
recovery alternatives. Ms. Sall started her legal career at
Sheinfeld, Maley and Kay, P.C. where she was a shareholder.

Mr. Reed is re-joining Thompson & Knight's Corporate
Reorganization and Creditors' Rights Practice Group and focuses
his practice on corporate reorganization and creditors' rights,
bankruptcy litigation, and general litigation. He has represented
debtors, creditors, trustees, and committees in Chapter 7 and 11
bankruptcy cases in a broad range of contested matters and
adversary proceedings. Mr. Reed is resident in the Firm's Houston
office.

(3) The international law firm of Dorsey & Whitney LLP stated
that it has added five new partners in its Salt Lake City office
practicing in the areas of bankruptcy, workouts and restructurings
and commercial litigation.  The new partners are Annette W.
Jarvis, Steven T. Waterman, Steven C. Strong, Peggy Hunt, and
Cameron M. Hancock, all of whom had previously been shareholders
with the firm of Ray Quinney & Nebeker in Salt Lake City. Prior to
that, Ms. Jarvis was a partner and Ms. Hunt and Mr. Strong were
associates in the bankruptcy practice at LeBoeuf, Lamb, Greene &
MacRae, LLP (now Dewey & LeBoeuf, LLP).

Their practice includes advising debtors and creditors on
bankruptcy and debt restructuring matters and offering creative
solutions to complex financing and reorganization issues. In
addition, the group has extensive experience with insolvency-
related litigation and appeals. They also have represented debtors
and creditors, bankruptcy trustees, and receivers under both
Federal and State laws; indenture trustees and insurance company
liquidators under State laws; and stock brokerage trustees under
the Securities Investor Protection Act. The group brings strong
litigation skills and experience in trying cases in State and
Federal courts.

(4) Baltimore-based law firm Rosenberg, Martin, Greenberg, LLP
disclosed the addition of partners Louis J. Ebert and William L.
Hallam and associate Bob Van Galoubandi to the firm, the
citybizlist reports. The three attorneys will expand RMG's
commercial practice and provide clients with greater breadth and
depth in bankruptcy and creditors' rights matters, the news source
elaborates. Mr. Ebert joins the firm with more than 30 years'
experience representing creditors in bankruptcy, commercial
litigation, foreclosure and workout matters, citybizlist states.
He also represents secured lenders in bankruptcy proceedings. Mr.
Ebert also represents lenders in commercial loan restructures,
commercial litigation, foreclosure proceedings and secured
creditor sales, the report discloses. Additionally, he has
represented financial services institutions in a number of lender
liability and fraudulent conveyance actions, the news source
relates.

Mr. Hallam represents creditors in bankruptcies and workouts of
troubled commercial loan, lease, and other transactions, according
to the report. He has represented many financial services
institutions in complex Chapter 11 reorganizations throughout the
United States. He regularly represents landlords in commercial
lease disputes and defends suits brought by trustees, debtors-in-
possession, and liquidating agents to recover preferential
transfers and fraudulent conveyances in bankruptcy cases, as well
as purchasers of businesses sold through the bankruptcy process,
citybizlist notes.

Mr. Galoubandi represents secured and unsecured lenders, financial
institutions, landlords and trade creditors in all aspects of
commercial litigation and collections, the report states. His
practice also includes business litigation, including construction
and mechanics lien litigation, contract disputes and partnership
and real property disputes, citybizlist relates.

(5) Proskauer Rose LLP, a global law firm with 800 lawyers
worldwide, said that it is expanding its Chicago office and
Bankruptcy & Restructuring Practice Group with the addition of
partners Jeff J. Marwil, Mark K. Thomas and Paul V. Possinger.

Formerly partners in Winston & Strawn's Restructuring and
Insolvency Group, which Mr. Marwil co-chaired, they comprise one
of the country's leading bankruptcy and workout teams.

Mr. Marwil brings over 20 years of experience in the bankruptcy,
workout and corporate restructuring areas. He currently serves as
sole managing member of the Bayou Group in its Chapter 11 cases.
He also represents hedge funds, managers/advisers and
sophisticated fund-of-fund and pension plan investors in hedge
fund restructurings, wind-downs and complex litigation matters.

Mr. Thomas represents lenders, debtors and borrowers in Chapter 11
bankruptcy cases and out-of-court workouts and restructurings. He
has handled workouts and bankruptcies involving both public and
private companies and represents secured lenders and syndicated
loan agents in workouts, restructurings and bankruptcies as well
as assisting bank groups in providing debtor-in-possession
financing facilities and bankruptcy exit financing.

Mr. Possinger's practice focuses on corporate reorganizations,
creditors' rights and bankruptcy matters. He primarily represents
financially troubled entities and senior, second-lien and
mezzanine lenders in and out of bankruptcy in debt restructuring
and reorganization, workouts, asset and going concern sales and
litigation.

(6) Smith Gambrell & Russell LLP added two partners to its New
York office, BusinessWeek reports. Heidi Sorvino, former co-chair
of Katten, Muchin & Rosenman LLP's New York bankruptcy and
creditors' rights practice, will head SGR's New York bankruptcy
practice, according to the report. Mark Neville Jr., formerly of
DLA Piper, will join the firm's customs and international trade
practice, BusinessWeek relates.

(7) Jeffrey Schlerf and Eric Sutty joined Fox Rothschild LLP's
financial restructuring and bankruptcy practice, resident in
Wilmington, Del., the Deal Magazine discloses. Mr. Schlerf was
chairman of Bayard LLP, which he joined in 1995, becoming a
director in 1999, the report states. Mr. Sutty was an associate at
Bayard, The Deal Magazine relates.

(8) In New York, Kelley Drye & Warren LLP hired Benjamin Feder as
special counsel in the bankruptcy and restructuring practice
group, The Deal Magazine states.  Mr. Feder was a partner at
Thompson Hine LLP, the news source elaborates.


* Three Large Companies Emerged, Issue New Stock in February
------------------------------------------------------------
From Jan. 15, 2009 to February 15, 2009, two companies emerged
from bankruptcy and issued new common stock as part of their plans
of reorganization -- Sea Containers, Ltd., PRB Energy, and
Interstate Bakeries corp.

SeaCon's Reorganization Plan was declared effective February 11,
2009.  The Plan contemplates the transfer of SeaCon's interests to
a new entity named, SeaCo, Ltd.  The Plan also contemplates the
issuance of a Newco Repatriation Note to Newco and resolution of
the outstanding claims against and interests in the Debtors.  The
major shareholders in the new company will be the former Sea
Containers Ltd bondholders and two of the group's UK pension
funds.  SeaCo Ltd. owns a 50% share in the maritime leasing
company GE SeaCo with the other 50% owned by GE Capital, and a
container fleet of about 105,000 TEU, which is managed for SeaCo
Ltd by GE SeaCo.

SeaCo Ltd. has raised a $127 million five year exit financing
facility via a senior secured term loan from Fortis Bank Nederland
and DVB Bank.  The proceeds, less retained working capital of $5
million and financing costs of $5 million, have been used to repay
the DIP loan provided to Sea Containers Ltd. by Mariner and Dune,
two of its former bondholders.  The $24 million balance of the DIP
loan of $141 million was repaid from SCL's own cash resources.
SeaCo Ltd paid total consideration of $462.3 million for the
container assets of SCL including cash of $77.7 million and equity
of $384.6 million.  In addition, SeaCo Ltd has advanced $40
million to SCL as a senior, secured loan, to be repaid in due
course from cash generated from the wind down and liquidation of
the Sea Containers group.

PRB Energy had its Second Amended Joint Plan of Reorganization
confirmed on January 16, 2009.  The Company emerged from
bankruptcy on February 2.  The Plan intends to cancel all
8,721,994 shares of PRB Energy's currently outstanding common
stock and provides for the issuance of 15.0 million shares of new
PRB Energy common stock (new equity).  The new equity will be
issued to:

   * West Coast Opportunity Fund with 13.5 million shares,
   * unsecured creditors with 1.425MM shares, and
   * unsecured creditors against PRB Oil & Gas, Inc. with 75,000
     shares.

Holders of the PRB Energy new equity will have preemptive rights
on any additional offerings of new equity by the company until
December 30, 2011.  Holders of unsecured claims will acquire the
1.5 million shares of new equity at an exercise price of $2.50 per
share.  The Plan provides for PRB Energy to continue as a public
company following its emergence from bankruptcy and also that that
WCOF will loan PRB Energy $1.5 million in exit financing to pay
certain postpetition claims and administrative fees.

The Plan further provides that WCOF will hold a secured claim
against PRB Energy in the amount of $16.95 million consisting of
pre-confirmation principal, interest, attorney's fees and a
prepayment premium relating to debentures held by WCOF.  This
claim will be secured by a first lien on the assets of PRB Energy
and will bear interest at 10% per annum.  The maturity date for
the first $3.75 million is December 31, 2009 with the remainder
due on December 31, 2010.  PRB Energy's new board of directors
will consist of Gus Blass, William Hayworth and Atticus Lowe.
Following the effective date of the Plan, PRB Energy will change
its corporate name to Black Raven Energy.

Interstate Bakeries Corp. emerged from Bankruptcy February 3.
Reorganized IBC has issued 8,840,000 shares of the New Common
Stock with (i) 4,420,000 shares of New Common Stock to be issued
to Equity Investors for $44,200,000 in cash, and (ii) 4,420,000
shares of New Common Stock to be issued to the Term Loan Facility
lenders on pro rata in accordance with the relative amounts of
their loans funded under the Term Loan Facility.  Silver Point
Finance, LLC and Monarch Master Funding, Ltd. financed the $344
million term loan credit facility for IBC.  IBC Investors I, LLC,
an affiliate of Ripplewood Holdings L.L.C., committed to invest
$130 million of equity in reorganized IBC.


* Unemployment Benefits Make Another Record
-------------------------------------------
Americans receiving unemployment benefits increased to
4.99 million for the week ended Feb. 7, making a record for a
fourth time in a row, Bill Rochelle of Bloomberg News reported.

According to the Department of Labor, the advance seasonally
adjusted insured unemployment rate was 3.7 percent for the week
ending Feb. 7, an increase of 0.1 percentage point from the prior
week's unrevised rate of 3.6 percent.

The advance number for seasonally adjusted insured unemployment
during the week ending Feb. 7 was 4,987,000, an increase of
170,000 from the preceding week's revised level of 4,817,000.  The
4-week moving average was 4,839,500, an increase of 92,500 from
the preceding week's revised average of 4,747,000.

The advance unadjusted insured unemployment rate was 4.5 percent
during the week ending Feb. 7, an increase of 0.1 percentage point
from the prior week. The advance unadjusted number for persons
claiming UI benefits in state programs totaled 5,959,930, an
increase of 10,719 from the preceding week. A year earlier, the
rate was 2.5 percent and the volume was 3,315,409.

In the week ending Feb. 14, the advance figure for seasonally
adjusted initial claims was 627,000, unchanged from the previous
week's revised figure of 627,000. The 4-week moving average was
619,000, an increase of 10,500 from the previous week's revised
average of 608,500.

The advance number of actual initial claims under state programs,
unadjusted, totaled 615,232 in the week ending Feb. 14, a decrease
of 94,921 from the previous week. There were 325,754 initial
claims in the comparable week in 2008.

States reported 1,551,146 persons claiming EUC (Emergency
Unemployment Compensation) benefits for the week ending Jan. 31,
an increase of 61,727 from the prior week.  The highest insured
unemployment rates in the week ending Jan. 31 were in Michigan
(8.1 percent), Idaho (7.0), Oregon (7.0), Pennsylvania (6.4),
Wisconsin (6.3), Nevada (5.9), Alaska (5.8), Montana (5.6), Rhode
Island (5.6), and Indiana (5.5).

The largest increases in initial claims for the week ending Feb. 7
were in Kentucky (+8,419), Arkansas (+4,142), Illinois (+3,630),
Texas (+3,392), and Missouri (+3,217), while the largest decreases
were in California (-5,249), Tennessee (-1,718), Iowa (-1,413),
Connecticut (-1,267), and South Carolina
(-1,059).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                         Total
                                        Share-     Total
                               Total  holders'   Working
                              Assets    Equity   Capital
Company             Ticker     ($MM)     ($MM)     ($MM)
-------             ------    ------  --------   -------
ABSOLUTE SOFTWRE    ABT CN       107        (7)       24
AMR CORP            AMR US    25,175    (2,935)   (3,439)
APP PHARMACEUTIC    APPX US    1,105       (42)      260
ARBITRON INC        ARB US       200       (14)      (39)
ARRAY BIOPHARMA     ARRY US      136       (27)       54
BARE ESCENTUALS     BARE US      272       (25)      125
BLOUNT INTL         BLT US       485       (20)      119
BOEING CO           BAB BB    53,779    (1,294)   (4,961)
BOEING CO           BA US     53,779    (1,294)   (4,961)
BOEING CO-CED       BA AR     53,779    (1,294)   (4,961)
CABLEVISION SYS     CVC US     9,717    (4,966)   (1,583)
CENTENNIAL COMM     CYCL US    1,432    (1,021)      101
CHENIERE ENERGY     LNG US     3,049      (266)      423
CHENIERE ENERGY     CQP US     2,021      (312)      179
CHOICE HOTELS       CHH US       328      (138)      (15)
CLOROX CO           CLX US     4,398      (403)     (389)
COCA-COLA ENTER     CCE US    15,589       (31)     (491)
CROWN HOLDINGS I    CCK US     6,749      (317)      385
CV THERAPEUTICS     CVTX US      364      (222)      246
DELTEK INC          PROJ US      193       (54)       35
DEXCOM              DXCM US       43       (27)       22
DISH NETWORK-A      DISH US    7,177    (2,129)   (1,318)
DOMINO'S PIZZA      DPZ US       441    (1,437)       84
DUN & BRADSTREET    DNB US     1,642      (554)     (206)
EMBARQ CORP         EQ US      8,371      (608)       (6)
ENERGY SAV INCOM    SIF-U CN     552      (423)     (162)
EXELIXIS INC        EXEL US      255       (23)       (1)
EXTENDICARE REAL    EXE-U CN   1,806       (30)       95
FERRELLGAS-LP       FGP US     1,510       (12)     (114)
GARTNER INC         IT US      1,115       (15)     (253)
HEALTHSOUTH CORP    HLS US     1,980      (874)     (218)
IMAX CORP           IMX CN       238       (91)       41
IMAX CORP           IMAX US      238       (91)       41
INDEVUS PHARMACE    IDEV US      256      (136)        8
INTERMUNE INC       ITMN US      206       (92)      134
ION MEDIA NETWOR    IION US    1,137    (1,621)       96
KNOLOGY INC         KNOL US      643       (56)       26
LINEAR TECH CORP    LLTC US    1,494      (310)      992
MEAD JOHNSON-A      MJN US     1,372    (1,346)   (1,870)
MEDIACOM COMM-A     MCCC US    3,688      (279)     (311)
MOODY'S CORP        MCO US     1,772      (996)     (576)
NATIONAL CINEMED    NCMI US      569      (476)       86
NAVISTAR INTL       NAV US    10,390    (1,495)    1,660
NPS PHARM INC       NPSP US      202      (208)       90
OCH-ZIFF CAPIT-A    OZM US     2,224      (173)     N.A.
OSIRIS THERAPEUT    OSIR US       29        (8)      (14)
OVERSTOCK.COM       OSTK US      172        (3)       40
PALM INC            PALM US      661      (151)      (40)
QWEST COMMUNICAT    Q US      20,182    (1,449)     (883)
REGAL ENTERTAI-A    RGC US     2,557      (224)     (112)
RENAISSANCE LEA     RLRN US       57        (5)      (15)
ROTHMANS INC        ROC CN       545      (213)      102
SALLY BEAUTY HOL    SBH US     1,489      (720)      365
SONIC CORP          SONC US      818       (55)       (9)
SUCCESSFACTORS I    SFSF US      170        (5)        3
SUN COMMUNITIES     SUI US     1,222       (28)     N.A.
SYNTA PHARMACEUT    SNTA US       91       (35)       58
TAUBMAN CENTERS     TCO US     3,072      (161)     N.A.
TEAL EXPLORATION    TEL SJ        50       (72)     (105)
THERAVANCE          THRX US      236      (135)      190
UAL CORP            UAUA US   20,731    (1,282)   (1,583)
US AIRWAYS GROUP    LCC US     7,214      (505)     (626)
UST INC             UST US     1,402      (326)      237
WEIGHT WATCHERS     WTW US     1,110      (901)     (270)
WESTERN UNION       WU US      5,578        (8)      528
WR GRACE & CO       GRA US     3,876      (354)      965
YUM! BRANDS INC     YUM US     6,506      (112)     (778)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***