TCR_Public/090225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 25, 2009, Vol. 13, No. 55

                            Headlines


1031 TAX GROUP: Trustee Files Plan and Disclosure Statement
ADVANCED TECHNOLOGY: Receives Non-Compliance Notice From NYSE
ALERIS INTENRATIONAL: Has Unsecured Creditors Committee
ALICO ELEVEN: Voluntary Chapter 11 Case Summary
AMERICAN HOME: Court Issues Liquidation Plan Confirmation Order

AMH HOLDINGS: Weak Homebuilding Market Cues Moody's Junk Ratings
ATOY WILSON: Voluntary Chapter 11 Case Summary
BA WACKERLI: Files for Chapter 11 Bankruptcy Protection
BA WACKERLI: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: Andrew Cuomo Seeks Court Consent on Bonus Probe

BEARINGPOINT INC: Can Use Cash Collateral on Interim Basis
BELL MICROPRODUCTS: Amends Bank Loan to Cure Potential Breach
BILT LEX: Voluntary Chapter 11 Case Summary
BOLTHOUSE FARMS: S&P Puts 'B' Corp. Credit Rating on WatchNeg.
BOYD GAMING: Fitch Says Ratings Unaffected by Station Bid

BRUNO'S SUPERMARKETS: Seeks GOB Sales for 14 of 66 Stores
BUFFETS HOLDINGS: Files 2nd Amended Plan and Disclosure Statement
BUFFETS HOLDINGS: Seeks Approval of Revised Disclosure Statement
BUFFETS HOLDINGS: Seeks to Enter Into $120-Mil. Exit Facility
CADENCE INNOVATION: Sues GM for $4.9MM Under Accommodation Pact

CANWEST MEDIA: Moody's Junks Corporate Family Rating from 'B3'
CARBIZ INC: Secures Credit Facility From Dealer Services
CHARYS HOLDING: Wants Plan Solicitation Period Extended to March
CHINA SHENGHUO: Receives Non-Compliance Notice From NYSE
CIRCUIT CITY: Washington REIT's Income Slide 17.3% on Bankruptcy

CITIGROUP INC: May Sell Nikko Citigroup
CITIGROUP INC: Singapore's GIC Won't Convert Preferred Shares
CLASSICS KRISTALL: Voluntary Chapter 11 Case Summary
CLEARLY CANADIAN: Forgoes Debt Payment; Plans to Restructure Debt
CONEXANT SYSTEMS: S&P Gives Negative Outlook; Keeps 'B-' Rating

CONMED CORP: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
CONTINENTAL AG: Moody's Downgrades Corp. Family Rating to 'Ba2'
CROSSROADS WIRELESS: Case Summary & 4 Largest Unsecured Creditors
DARSHANS MISSOURI: Voluntary Chapter 11 Case Summary
DAVIS FAMILY TRUST: Voluntary Chapter 11 Case Summary

DEVONSHIRE PLAZA: Voluntary Chapter 11 Case Summary
DISTRIBUTED ENERGY: Court Extends Plan Filing Period to March 2
DISTRIBUTED ENERGY: Wants Chapter 11 Cases Converted to Chapter 7
DUANE MILLER: Voluntary Chapter 11 Case Summary
EDDIE BAUER: Covenant Compliance Concerns Cue S&P's Junk Rating

ENNSTONE INC: Case Summary & 20 Largest Unsecured Creditors
ENVIRONMENTAL TECTONICS: Gets $2MM Loan From Shareholder Lenfest
EUBANKS ENTERPRISES: Voluntary Chapter 11 Case Summary
FILLMORE PROFESSIONAL: Voluntary Chapter 11 Case Summary
FIRST AMERICANS: Principals Snub Bankruptcy Hearing

FLYING J: Berry Petroleum Reports $38.5MM Write-Off on Bankruptcy
FLYING J: Wants to Retain Grant Thornton as Financial Advisor
FLYING J: Committee Objects to $10 Million from Merrill Lynch
FLYING J: Committee May Employ Pachulski Stang as Counsel
FLUID ROUTING: Auction for Assets Set for March 23

FOAMEX INT'L: Receives Court Approval of First Day Motions
FORD MOTOR: Will Cut Executives' Salaries by 30% for Two Years
FORTUNOFF HOLDINGS: Lead Bidders Offer to Accept Gift Cards
FORTUNOFF HOLDINGS: U.S. Trustee Seeks Chapter 7 Conversion
FREEGOLD VENTURES: Seeks Waivers Under Equipment Loan

GENERAL GROWTH: Has $965,000 Net Loss; Repeats Bankruptcy Warning
GENERAL MOTORS: Meets With Auto Task Force to Discuss Options
GENERAL MOTORS: Opel Needs EUR3.3B, Sweden Wants Backing
GENERAL MOTORS: Faces $4.9 Million Suit by Parts Maker Cadence
GEORGIA GULF: Receives Non-Compliance Notice From NYSE

GLENN STUEVE: Voluntary Chapter 11 Case Summary
GLOBAL CROSSING: Dec. 31 Balance Sheet Upside Down by $241MM
GOLDMAN SACHS: S&P Cuts Ratings on Loan CDO as Downgrades Rise
GORILLA COMPANIES: Voluntary Chapter 11 Case Summary
HACIENDA MOBILE HOME: Voluntary Chapter 11 Case Summary

HARMONY HOLDINGS: Bankruptcy Case Converted to Ch. 7 Liquidation
HEARST CORP: San Francisco Chronicle on Chopping Block
HOST HOTELS: Fitch Downgrades Issuer Default Rating to 'BB-'
INDUSTRIAL NOISE: Voluntary Chapter 11 Case Summary
INTER-ATLANTIC FIN'L: Receives Non-Compliance Notice From NYSE

INTERLAKE MATERIAL: Moves to Terminate Two Union Contracts
JAMES MASAT: Voluntary Chapter 11 Case Summary
JANUS CAPITAL: S&P Downgrades Counterparty Rating to 'BB+/B'
JEFFERSON COUNTY: Hearing on Proposed Receiver Again Postponed
JIMMY DONALD: Case Summary & Eight Largest Unsecured Creditors

JOURNAL REGISTER: Bankruptcy Causes Anxiety in Delaware Newspaper
KAPP LLC: Voluntary Chapter 11 Case Summary
L.I.D. LTD: Agent Working on NOL Carrybacks, Tax Credits
LEAP WIRELESS: Compensation Panel OKs Performance Bonus Payments
LEHMAN BROTHERS: Inks Deal to Sell Venture Capital Business

LEHMAN BROTHERS: Seeks to Inject $15 Million to Bank Division
LEHMAN BROTHERS: Fundo De Investimento Chapter 11 Case Dismissed
LEHMAN BROTHERS: PwC Zurich Wants LB Finance Ch. 11 Case Dismissed
LEHMAN BROTHERS: Court Approves Examiner's Preliminary Work Plan
LEHMAN BROTHERS: Seeks to Hire Jones Day As Special Counsel

LENOX GROUP: Adjourns Disclosure Statement Hearing to Sine Die
LYONDELL CHEMICAL: DIP Loan Altered to Protect from Parent Default
LUIS RODRIGUEZ: Voluntary Chapter 11 Case Summary
MCCOY 6 LLC: Voluntary Chapter 11 Case Summary
MCFARLAND CALIFORNIA: Fitch Withdraws 'B' Rating on 2001 Certs.

MINNEAPOLIS GRAND: Case Summary & 8 Largest Unsecured Creditors
MODINE MANUFACTURING: Enters Into Amendment & Waivers With Lenders
MUZAK HOLDINGS: Wants to Extend Schedules Filing Until March 13
MUZAK HOLDINGS: Wants Kirkland & Ellis as Bankruptcy Counsel
MUZAK HOLDINGS: Wants Kirkland & Ellis as Bankruptcy Counsel

MUZAK HOLDINGS: Wants to Hire Klehr Harrison as Co-Counsel
MUZAK HOLDINGS: Taps Moelis & Company as Financial Advisor
NAGEL LUMBER: Creditor Files for Firm's Chapter 7 Bankruptcy
NAILITE INT'L: Proposes Credit-Bid Sale to Secured Lender
NORTEL NETWORS: Feb. 27 Hearing for Layer 4-7 Bidding Protocol

NOVA CHEMICALS: Secures $150 Million in New Financing From EDC
NOVA CHEMICALS: May Owe $84 Million Under Forward Contracts
NOVA CHEMICALS: To Sell Biz to Abu Dhabi Gov't for $2.3 Billion
NOVA CHEMICALS: Moody's Reviews 'B2' Ratings for Possible Cuts
OCEANIA CRUISES: S&P Puts 'B+' Corp. Rating on Negative Watch

PACIFIC ETHANOL: Inks Forbearance Pacts With Wachovia, WestLB
PHILADELPHIA NEWSPAPERS: Blames Failure on Revenue Drop, Economy
PILGRIM'S PRIDE: Court OKs Non-Compete Pacts with Former Execs
PINEBROOK LLC: Case Summary & 20 Largest Unsecured Creditors
PLAQUEMINES PARISH: Moody's Assigns Ratings on $11.85 Mil. Bonds

PRECIOUS GRIFFITHS: Voluntary Chapter 11 Case Summary
PRECISION PARTS: Court Sets April 4 Bar Date for 503(b)(9) Claims
PRECISION PARTS: Debtors File Schedules of Assets and Liabilities
QIMONDA NA: Fired Employees File Class Suits
QUAIL FARM: Voluntary Chapter 11 Case Summary

RAFAELLA APPAREL: Very Weak Q2 Results Cue S&P's Junk Rating
RAINBOW ENTERPRIZES: Voluntary Chapter 11 Case Summary
RAY REALTY FULTON: Voluntary Chapter 11 Case Summary
RECYCLED PAPER: American Greetings Completes Acquisition
RENEW ENERGY: Taps Quarles & Brady as General Bankruptcy Counsel

RENEW ENERGY: Taps William Blair as Advisor and Investment Banker
RICHARD LAZARO: Voluntary Chapter 11 Case Summary
ROBERT KUSHNER: Case Summary & 15 Largest Unsecured Creditors
ROCK-TENN CO: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
RONALD JORDAN: Voluntary Chapter 11 Case Summary

RONSON CORP: Stock to Be Delisted From Nasdaq Effective Feb. 27
RONSON CORP: Receives Default Notice From Wells Fargo
RUTLAND RATED: Moody's Downgrades Ratings on Credit Default Swap
SANTA MONICA MEDIA: Receives Non-Compliance Notice From NYSE
SECURE AMERICA: Receives Non-Compliance Letter From NYSE

SELECT FLOORS: Case Summary & 18 Largest Unsecured Creditors
SEMGROUP LP: Court Approves Deal Governing Use of Cash Collateral
SEMGROUP LP: Court Extends Removal & Lease Decision Deadlines
SEMGROUP LP: BP Oil Seeks to Pay $10,664,032 to SemCrude
SEMGROUP LP: Bankruptcy Professionals Seek Payment of Fees

SENECA GAMING: Moody's Affirms Low-B Ratings; Gives Neg. Outlook
SEQUILS-CENTURION V: Moody's Cuts Rating on Class B to 'Ba1'
STATION CASINOS: Fitch Says Boyd Gaming Rating Unaffected by Bid
SUPERIOR HOMES: Involuntary Voluntary Chapter 11 Case Summary
SWC SERVICES: Replaced by DSC as CarBiz Lender

TIERONE CORP: Defers Interest Payment on Trust Preferred Stock
TITLE GUARANTEE: Case Summary & 20 Largest Unsecured Creditors
TRANS-INDIA ACQUISITION: Receives Non-Compliance Notice From NYSE
TRW AUTOMOTIVE: Posts $946 Million 4th Quarter 2008 Net Loss
UNITED REFINING: Receives Non-Compliance Letter From NYSE

UNITRIN INC: Fitch Downgrades Rating on Senior Notes to 'BB+'
UNITRIN INC: Subsidiary Placed on Rating Watch Negative
US MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
WADLEY REGIONAL: Schedules $13.5MM in Assets, $7.9MM in Debts
YAKIMA SENIOR LIVING: Voluntary Chapter 11 Case Summary

YRC WORLDWIDE: Signs $122-Mil. Sale & Leaseback Deal With Estes
YRC Worldwide: Thanks S&P for Adjusting Rating Outlook
ZEALOUS HOLDINGS: Voluntary Chapter 11 Case Summary

* Garden City Promotes Jennifer Keough to Executive Vice Pres.
* Sharon Roth Becomes Principal at Walker, Truesdell & Associates
* Quadrangle's S. Rattner Joins Treasury to Advice on Auto Sector

* Defaults by Franchisees Increase, U.S. SBA List Shows
* Failed Banks Climb to 14 This Year

* Upcoming Meetings, Conferences and Seminars


                            *********


1031 TAX GROUP: Trustee Files Plan and Disclosure Statement
-----------------------------------------------------------
The Chapter 11 trustee for 1031 Tax Group LLC filed before the
U.S. Bankruptcy Court for the Southern District of New York a
liquidating Chapter 11 plan and explanatory disclosure statement
on February 20.

According to the report, the Plan provides for 10% to 20% recovery
to unsecured creditors on their $155 million in claims.  The
trustee projects to have $47.9 million in cash when the Plan is
confirmed.

As reported by the Troubled Company Reporter, citing Bloomberg's
Erik Larson, the trustee has sued Wachovia Corp. for $140 million
for aiding former 1031 Tax Group CEO Edward Okun in transferring
$240 million in real estate sale proceeds held by it to
"inappropriate" accounts before the collapse of the tax firm and
Mr. Okun's arrest.  The complaint allegies unjust enrichment and
breach of contract.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.


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

To maintain its Exchange listing, the Company must submit a plan
of compliance by March 10, 2009, advising the Exchange of action
it has taken, or will take, that would bring it into compliance
with Section 704 of the Company Guide by August 11, 2009.  The
Corporate Compliance Department of the Exchange will evaluate the
plan and make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain
compliance with the continued listing standards by August 11,
2009, in which case the plan will be accepted.

If the plan is accepted, the Company may be able to continue its
listing during the plan period up to August 11, 2009, during which
time it will be subject to periodic review to determine whether it
is making progress consistent with the plan.  If the Company does
not submit a plan, if the Company submits a plan that is not
accepted or if the plan is accepted but the Company is not in
compliance with the continued listing standards at the conclusion
of the plan period or does not make progress consistent with the
plan during the plan period, the Company may become subject to
delisting proceedings in accordance with Section 1010 and Part 12
of the Company Guide.

The Company intends to submit a plan to the Exchange, but has not
yet determined what action it will take in response to the notice.

Based in Ramat Gan, Israel, Advanced Technology Acquisition Corp.
is a blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase
or other similar business combination with a technology or
technology-related business that has operations or facilities
located in Israel, such as research and development, manufacturing
or executive offices.


ALERIS INTENRATIONAL: Has Unsecured Creditors Committee
-------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appointed members to the committee of unsecured creditors in
connection with Aleris International Inc.'s Chapter 11 case.
The committee members are:

    1. Oppenheimer Rochester National Fund,
       Attn: Angela E. Uttaro, 350 Linden Oaks,
       Rochester, NY 14625,
       Phone: 585-419-7140,
       Fax: 585-383-1629

    2. Wilmington Trust Company,
       as Senior Notes Indenture Trustee for the 9% to 9.75%
       Senior Notes due 2014;
       Attn: Steven M. Cimalora,
       Rodney Square North, 1100 North Market Street,
       Wilmington, DE 19890,
       Phone: 302-636-6058,
       Fax: 302-636-4143

    3. United Steelworkers,
       Attn: David R. Jury,
       Five Gateway Center, Room 807,
       Pittsburgh, PA 15222,
       Phone: 412-562-2545,
       Fax: 412-562-2429

    4. Schnitzer Steel Industries, Inc.,
       Attn: James Devine,
       12 E. 49th Street, 24th Floor,
       New York, NY 10017,
       Phone: 212-644-2656,
       Fax: 212-644-2859

    5. Huron Valley Steel Corporation,
       Attn: Mark Gaffney, 1650 West Jefferson, Suite 100,
       Trenton, MI 48183,
       Phone: 734-479-3412,
       Fax: 734-479-3412

                  About Aleris International

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

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


ALICO ELEVEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Alico Eleven, LLC
        13650 Fiddlesticks Blvd., Suite 202-213
        Fort Myers, FL 33912

Bankruptcy Case No.: 09-02982

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Fort Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

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

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

The petition was signed by James Erwin, managing member of the
company.

The Debtor disclosed Lee Road Extension Association, Inc., in
Bonita Springs, Florida, as its largest unsecured creditor.  The
Debtor said Lee Road is owed an undetermined amount.


AMERICAN HOME: Court Issues Liquidation Plan Confirmation Order
---------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on February 23, 2009,
confirming the fourth amended plan of liquidation filed by
American Home Mortgage Holdings, Inc., and its debtor-
subsidiaries.

Judge Sontchi held that the Fourth Amended Plan complies with the
statutory requirements for confirmation under the Bankruptcy Code.

The Debtors delivered to the Court on February 18, 2009, their
Fourth Amended Plan.  Bloomberg News reported that on February 11,
Judge Sontchi said he would approve the Debtors' plan over the
confirmation objections by an official committee of borrowers.

                       Fourth Amended Plan

The Fourth Amended Plan provides that on the Plan's effective
date, (i) the matters under the Plan involving or requiring the
Debtors' corporate action, including actions requiring a vote or
other approval of the board of directors or shareholders and
execution of all documentation incident to the Plan, will be
deemed to have been authorized by the confirmation order without
any further action by the Court or the Debtors' directors or
officers, and (ii) the Debtors' D&O will immediately cease to
serve and the Plan Trustee will be deemed the sole director and
officer of each of the Debtors for all purposes, without any
further action by the Court or the Debtors' D&O.

The Plan's injunction is amended to provide that except as
otherwise expressly provided in the Fourth Amended Plan or the
Confirmation Order, all holders of claims against or interests in
the Debtors or their estates that arose prior to the Effective
Date are permanently enjoined from:

  (a) commencing or continuing any action against any protected
      party, consisting of the Plan Trustee, the Estates, the
      Plan Trust, and the Plan Oversight Committee, or the
      BofA's mortgage loans nominally held by American Home
      Mortgage Corp. and American Home Mortgage Acceptance,
      Inc., pursuant to the terms of the BofA global settlement
      stipulation among the Debtors, Bank of America, N.A., and
      the Official Committee of Unsecured Creditors;

  (b) enforcing, attaching, executing, collecting, or recovering
      any judgment, award, decree, or order against any
      Protected Party, any of the Party's property, or the BofA
      Mortgage Loan Property;

  (c) creating, perfecting or enforcing any lien or encumbrance
      against any Protected Party or the BofA Mortgage Loan
      Property;

  (d) asserting or effecting any setoff, or right of
      subrogation, against any obligation due to any Protected
      Party or the BofA Mortgage Loan Property; and

  (e) taking any act, in any place whatsoever, that does not
      conform to, comply with, or that is inconsistent with any
      provision of the Plan.

Notwithstanding Section 1141(c) of the Bankruptcy Code, the
amendment provides that any entity, in which a mortgage loan
vests pursuant to the Fourth Amended Plan or to which a mortgage
loan is transferred by the Plan Trustee or any Debtor, will
remain subject to all claims and defenses of borrowers to the
same extent, but to no greater extent than, the entity would be
subject to the claims and defenses of the borrowers had the
mortgage loan been purchased from the Debtors at a sale under
Section 363 of the Bankruptcy Code.

In the Debtors' Third Amended Plan, a whole article was added for
certain special provisions concerning borrowers and borrower
claims, as pointed out by the Official Committee of Borrowers on
its Plan objection.  In the Fourth Amended Plan, provisions on
the modification of injunctions and stays for borrowers are
modified to include certain details.

Accordingly, the injunctions and automatic stay provided in the
Fourth Amended Plan and any corresponding provisions of the
Confirmation Order will be deemed modified to the extent
necessary to permit the borrowers under any mortgage loan:

  -- against whom a foreclosure action is commenced by or on
     behalf of the Plan Trust or any Debtor, to assert and
     prosecute any defenses or counterclaims, including any
     right to set off or recoup a Borrower Claim against amounts
     due and owing on the mortgage loan, against the Plan Trust
     or Debtor that are otherwise available under applicable
     non-bankruptcy law;

  -- originated or serviced by one or more Debtors to commence
     or continue an action or cross-claim against that Debtor
     nominally for the purpose of obtaining relief against a
     non-Debtor party, provided that the commencement or
     continuation of the action or cross-claim by a borrower,
     which seeks relief against the Debtor, will not subject the
     borrower or his or her counsel to sanctions for violation
     of the automatic stay or the Plan to the extent the actions
     were taken in good faith and without knowledge of the Plan
     or Confirmation Order;

  -- originated or serviced by one or more Debtors to compel
     third-party discovery from the Debtors and the Plan Trust
     in litigation with a non-Debtor party, provided that
     nothing in the Plan will be construed to require the
     Debtors or the Plan Trust to respond to any request for
     discovery or prevent the Debtors or the Plan Trust from
     opposing any request for discovery on any grounds available
     under applicable law; and

  -- originated or serviced by one or more Debtors to commence
     or continue an action against the Debtor for the purpose of
     liquidating a Borrower Claim against the Debtors with prior
     leave of the Court, or prior written consent from the Plan
     Trustee, without leave of the Court.

A full-text copy of the Fourth Amended Plan and is available for
free at:

     http://bankrupt.com/misc/AHM_4thAmendedPlan.pdf

A full-text copy of a black-lined version of the Fourth Amended
Plan and is available for free at:

     http://bankrupt.com/misc/AHM_4thAmendedPlan_Blacklined.pdf

                       Confirmation Order

At the confirmation hearing, the Debtors stepped Judge Sontchi
through the statutory requirements under Sections 1129(a) and (b)
of the Bankruptcy Code necessary to confirm their Fourth Amended
Plan:

A. The Plan complies with all applicable provisions of the
  Bankruptcy Code, as required by Section 1129(a)(1) of the
  Bankruptcy Code, including Sections 1122 and 1123 of the
  Bankruptcy Code.

  Pursuant to Sections 1122(a) and 1123(a)(1), the Plan
  designates Classes of claims and interests, other than DIP
  Facility claims, administrative claims and priority tax claims
  against all applicable Debtors.  The Plan also identifies all
  Classes that are impaired or not impaired, and specifies in
  extenso the treatment of all Classes that are impaired under
  the Plan.  Treatment for each claim or interest within a
  particular Class is the same under the Plan, unless the claim
  holder agrees to less favorable treatment of its claim.

  The Plan provides adequate means for its implementation,
  including:

  (a) approval of the settlement of Intercompany Claims and the
      Stipulated Asset Allocation;

  (b) approval of the EPD/Breach Claims Protocol;

  (c) appointment of the Plan Trustee;

  (d) appointment of a Plan Oversight Committee;

  (e) preservation of all causes of action;

  (f) the vesting of the BofA Mortgage Loans subject to the
      terms of the BofA Global Settlement Stipulation;

  (g) the vesting of all other assets in the Plan Trust; and

  (h) establishment of the Plan Trust Operating Expense Reserve,
      S/A/P Claims Reserve and Unsecured Claims Reserve.

  The Debtors will have, upon the Plan's effective date,
  sufficient cash to make all payments required to be made
  pursuant to the terms of the Plan.

  No non-voting equity securities will be issued pursuant to the
  Plan or at any time in the future with respect to the Debtors.
  Following the Effective Date, all interests in the Debtors,
  including any securities possessing voting power will be
  cancelled.

  The Plan Trustee and the Plan Oversight Committee, and their
  duties and responsibilities are designated in the Plan and the
  Plan Trust Agreement, as well as on the record of the Plan's
  confirmation hearing.  The manner of selection of the Plan
  Trustee and Plan Oversight Committee membership is consistent
  with the interests of the Debtors' creditors and interest
  holders and with public policy.  Other than the Plan Trustee
  and Plan Oversight Committee, no other officers, directors or
  members has been or need be appointed.

  In accordance with Section 1123(b)(1), the Plan impairs or
  leaves unimpaired, as the case may be, each Class of claims or
  interests.  Under Section 1123(b)(2), the Plan provides for
  the rejection of the Debtors' executory contracts and
  unexpired leases that have not been previously assumed or
  rejected pursuant to Section 365 of the Bankruptcy Code.  The
  Plan also provides for the settlement or adjustment of claims
  belonging to the Debtors or their bankruptcy estates as
  contemplated under Section 1123(b)(3).

B. The Debtors have complied with the applicable provisions of
  the Bankruptcy Code with respect to the Plan as required by
  Section 1129(a)(2).  The Disclosure Statement and the
  procedures by which the ballots for acceptance or rejection of
  the Plan were solicited and tabulated were fair, properly
  conducted and in accordance with Sections 1125 and 1126 of the
  Bankruptcy Code, Rules 3017 and 3018 of the Federal Rules of
  Bankruptcy Procedure, and the order approving the Disclosure
  Statement.

C. The Plan has been negotiated at arm's length and was
  formulated and proposed in good faith and not by any means
  forbidden by law, as evidenced by, among other things, the
  totality of the circumstances surrounding the formulation of
  the Plan and the reasonable likelihood that the Plan will
  achieve a result consistent with the objectives and purposes
  of the Bankruptcy Code.  The Debtors, their management and
  professionals, the Official Committee of Unsecured Creditors,
  the Official Committee of Borrowers, the Committees' members
  and professionals, and all other parties-in-interest that have
  participated in the plan process and negotiated the Plan have
  acted in "good faith" in connection with the Plan.  Hence, the
  Plan satisfies the requirements of Section 1129(a)(3).

D. Any payments made or to be made by the Debtors under the Plan
  for services or for costs and expenses in, and in connection
  with the Chapter 11 cases or the Plan have been approved by,
  or will be subject to the Court's approval Court as
  reasonable.  As a result, the requirements of Section
  1129(a)(4) have been satisfied.

E. In satisfaction of Section 1129(a)(5), the Debtors have
  disclosed (i) that Steven D. Sass, Esq., is proposed to serve
  as the Plan Trustee, and (ii) Deutsche Bank National Trust
  Co., Nomura Credit & Capital, Inc., and United Parcel Service,
  are to serve as the Plan Oversight Committee members after the
  Effective Date.  No other officers, directors or managers has
  been or needs to be appointed at this time.

F. The Plan does not contain any rate changes subject to the
  jurisdiction of any governmental regulatory commission, and
  will not require governmental regulatory approval.  Therefore,
  Section 1129(a)(6) does not apply to the cases.

G. With respect to each impaired Class, each holder of a claim
  (i) has accepted the Plan, (ii) will receive or retain under
  the Plan on account of the claim property of a value, as of
  the Effective Date, that is not less than the amount that the
  holder would receive or retain if the Debtor entity was
  liquidated under Chapter 7 of the Bankruptcy Code, or (iii)
  has agreed to receive less favorable treatment.  Therefore,
  the Plan satisfies the requirements of Section 1129(a)(7).

H. As reflected in the Debtors' vote certification, impaired
  Classes have voted to accept the Plan.  With respect to the
  secured classes, the holders of the sole claims in Classes
  1B(1)(n) and 1B(1)(q) in the AHM Holdings case, and 5B1(o),
  5B1(p), and 5B(2) in the AHM Corp. case, voted to reject the
  Plan.  Because each holder of a miscellaneous secured claim is
  provided its own subclass under the Plan, holders of those
  claims, who did not vote to accept or reject the Plan, are
  each deemed to be non-accepting classes.

  With respect to the unsecured classes, one claimant having
  more than 33% of the voting amount in Class 1C(4) in the AHM
  Holdings case voted to reject the Plan, which resulted in
  rejection by the entire class.  Because the holders of Class
  1D, 1E, 2D, 2E, 3D, 3E, 4D, 4E, 5D, 5E, 6D, 6E, 7D, 7E, 8D and
  8E claims and interests will not receive or retain any
  property on account of those claims, the Classes are deemed
  not to have accepted the Plan.

  Notwithstanding the lack of compliance with Section 1129(a)(8)
  with respect to the Classes, the Plan is confirmable because
  the Plan satisfies the "cramdown" requirements of Section
  1129(b) with respect to the Non-Accepting Classes.

I. Except to the extent that the holder of a particular allowed
  claim has agreed to a different treatment of that claim,
  treatment of the Allowed DIP Facility Claims, Administrative
  Claims, Priority Tax Claims and Priority Claims against all
  Debtors as set forth in the Plan satisfies Section 1129(a)(9).

J. The Plan satisfies Section 1129(a)(10) because at least one of
  the Classes for each of the Debtors that is impaired under the
  Plan has voted to accept the Plan, which acceptance has been
  determined without including any acceptance Plan by any
  insider of the Debtors.

K. The Debtors will have cash in an amount necessary to ensure
  that the holders of Allowed DIP Facility Claims and Allowed
  S/A/P Claims receive the distributions required under the
  Plan.  Additionally, the Plan provides for the creation of a
  S/A/P Claims Reserve and Unsecured Claims Reserve, which will
  consist of cash held in reserve, from and after the Effective
  Date, from the Plan Trust Assets, for the benefit of the
  holders of Disputed Claims.

  Accordingly, the Plan satisfies the requirements of Section
  1129(a)(11) because its confirmation is not likely to be
  followed by liquidation, or the need for further financial
  reorganization, of the Debtors, except as contemplated by the
  Plan.

L. The Plan provides that all fees due and payable pursuant to
  Section 1930(a) of the Judiciary and Judicial Procedures Code
  will be paid on the Effective Date, or by the Plan Trustee,
  when otherwise due out of the Plan Trust Operating Expense
  Reserve, thereby, satisfying Section 1129(a)(12).

M. Section 1129(a)(13) requires a plan to provide for "retiree
  benefits" at levels established pursuant to Section 1114 of
  the Bankruptcy Code.  The Debtors do not have any "retiree
  benefits," and therefore, Section 1129(a)(13) does not apply
  to their bankruptcy cases.

N. The Debtors do not owe any domestic support obligations and
  are not individuals.  Therefore, Sections 1129(a)(14) and (15)
  do not apply to the Debtors' cases.

O. The transfers under the Plan comply with applicable non-
  bankruptcy law, and the Plan, therefore, satisfies
  Section 1129(a)(16).

A full-text copy of the Confirmation Order is available for free
At:

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

                       Borrowers' Objection

As reported by the Troubled Company Reporter on February 12, 2009,
the committee of borrowers opposed an earlier version of the Plan,
arguing that the liquidation plan should not be confirmed so
customers can file claims against the bankrupt lender related to
their allegations of predatory lending.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington,
Delaware, had said the Plan cannot be confirmed for several
reasons:

   (i) The Plan would give effect to bar dates that were unknown
       to most borrowers and were established in violation of
       borrowers' rights to due process.

  (ii) The Plan would liquidate certain financial institutions
       "early-payment-default" claims and "breach-of warranty"
       claims by establishing a streamlined protocol that: would
       enable the claimants to collect on such claims without
       proving at even a prima facie level that the claims are
       valid would allow the claims at inflated values; and would
       result in the disparate treatment of a favored group of
       unsecured creditors (banks and other purchasers of AHM
       mortgages) over other similarly situated unsecured
       creditors (including borrowers and others).

(iii) The Plan would give effect to "global" settlements of
       inter-debtor claims that were negotiated without borrower
       input and unfairly disadvantage borrowers.

  (iv) The Plan would result in recoveries to many borrowers that
       are lower than what they would receive on their claims in
       a Chapter 7 liquidation, and the Plan therefore fails the
       best-interest-of-creditors test.

   (v) The Plan vests extraordinary authority in a conflicted
       Plan Trustee and then compounds the problem by giving him
       an advance exculpation.

  (vi) The Plan would extend the automatic stay in violation of
       the Bankruptcy Code, thereby impairing borrower (and
       other) claims.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
Aug. 15, 2008.  (American Home Bankruptcy News; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).



AMH HOLDINGS: Weak Homebuilding Market Cues Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded the debt rating of AMH
Holdings, Inc., and its subsidiary Associated Materials
Incorporated.  The downgrade of the corporate family rating to
Caa1 from B3 reflects the financial and operating impact from the
weak homebuilding market and the contraction in the repair and
remodeling market.  Additional financial pressure results from the
company's holding company debt going cash pay beginning in
September 2009.

These ratings/assessments for AMH Holdings, Inc. have been
affected:

  -- Corporate family rating downgraded to Caa1 from B3;

  -- Probability of default rating downgraded to Caa1 from B3;

  -- $446 million Gtd sr. discount notes, due 2014, affirmed at
     Caa2, LGD assessment changed to LGD5, 75% from LGD5, 79%.

These ratings/assessments for Associated Materials Incorporated
have been affected:

  -- $165 million Gtd. Sr. subordinated notes, due 2012,
     downgraded to Caa1 (LGD3, 43%) from B3 (LGD4, 51%).

The ratings outlooks are negative.

The housing and remodeling downturn has weakened the company's
revenue and cash flow generation and will make it more difficult
to address the challenges presented by its pay-in-kind interest
going cash pay starting in September 2009.  So long as home starts
remains weak, home prices decline, and home equity levels
contract, it is difficult to anticipate a scenario where AMH is
able to expand its cash flow in order to comfortably meet its cash
interest requirements.

The last rating action was on January 19, 2006 when Moody's
downgraded the company's CFR to B3 from B2.  Please see Moody's
Credit opinion on AMH for more information.

Associated Materials Holding is headquartered in Cuyahoga Falls,
Ohio.  The company is a North American distributor of exterior
residential building products.  The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories.  Revenues for the LTM period ended
9/30/2008 totaled $1.1 billion.


ATOY WILSON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Atoy Rudolph Wilson
        aka Atoy Rudolph Wilson, Jr.
        17653 Cypress Circle
        Carson, CA 90746
        Tel: (323)833-0149

Bankruptcy Case No.: 09-13897

Chapter 11 Petition Date: February 22, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Carlos F. Negrete, Esq.
                  27422 Calle Arroyo
                  San Juan Capist, CA 92675-2747
                  Tel: (949) 493-8115
                  Fax: (949) 493-8170
                  Email: cnegrete1@hotmail.com

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

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

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

             http://bankrupt.com/misc/cacb09-13897.pdf


BA WACKERLI: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
KPVI reports that B.A. Wackerli Company, Inc., has filed for
Chapter 11 bankruptcy protection.

KPVI reported in January that B.A. Wackerli was shutting down at
least three of its businesses.

Court documents say that B.A. Wackerli's creditors include Wells
Fargo, which has a claim of more than $5.5 million.  Other
creditors named in the court documents were Bank of Commerce --
which B.A. Wackerli owes more than $700,000 -- and Steven B.
Wackerli, who has loaned the company more than $500,000.

A Wells Fargo representative said in a statement, "I can confirm
that Wells Fargo has filed a complaint against Wackerli Auto
Center in the 6th Judicial District of the State of Idaho.
Because this is a legal matter, we can not comment further."

A Wackerli family member has denied any allegations that people
within B.A. Wackerli were involved with Daren Palmer's money
scheme.

B.A. Wackerli Company, Inc., is based in Eastern Idaho.


BA WACKERLI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: B.A. Wackerli Co., Inc.
        1363 North Holmes
        Idaho Falls, ID 83401
        Tel: (208) 522-6060

Bankruptcy Case No.: 09-40202

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Company Description: The debtor operates an auto dealership.
                     See: http://www.wackerliautocenter.com/

Debtor's Counsel: Steven William Boyce, Esq.
                  P.O. Box 50271
                  Idaho Falls, ID 83402
                  Tel: (208) 523-9106
                  Email: sboyce@justlawidaho.com

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

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

The petition was signed by Steven B. Wackerli, president of the
company.

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

             http://bankrupt.com/misc/idb09-40202.pdf


BANK OF AMERICA: Andrew Cuomo Seeks Court Consent on Bonus Probe
----------------------------------------------------------------
Chad Bray and Joe Bel Bruno at The Wall Street Journal report that
New York Attorney General Andrew Cuomo has asked the New York
State Supreme Court in Manhattan to force former Merrill Lynch &
Co. CEO John Thain to answer additional questions about how the
bonus amounts at Merrill Lynch were determined.

Mr. Cuomo has launched a probe in connection with the more than
$3.6 billion in bonuses Merrill Lynch gave to its employees just
before its merger with Bank of America in 2008.

According to WSJ, Mr. Cuomo's office said that Mr. Thain refused
to answer questions about the "determination and amount of
individual bonus awards for all, but five employees at Merrill
Lynch."  David A. Markowitz, chief of Mr. Cuomo's Investor
Protection Bureau, said in court documents, "Thain claimed that
his refusal to answer these relevant questions was based on an
instruction from Bank of America; however, Bank of America has no
authority to issue such an instruction."

Court documents say that that Mr. Thain's attorney told
Mr. Cuomo's office that his client's refusal to answer questions
was based on an instruction from Bank of America's counsel and
that Mr. Thain testified he hadn't entered into any agreement with
Bank of America that might preclude his ability to answer
questions.  Citing a person close to Mr. Thain, WSJ relates that
Mr. Thain was worried about being sued by Bank of America.  "The
questions Mr. Thain refused to answer go to the heart of the
Attorney General's Office's investigation," Mr. Markowitz said in
court documents.

Mr. Thain said that he was permitted to discuss five individuals
that did not receive a bonus, "thus being a meaningless gesture,"
Mr. Cuomo said in court documents.  WSJ relates that these are the
five individuals:

          -- Mr. Thain;

          -- Greg Fleming, Merrill Lynch's former president;

          -- Nelson Chai, Merrill Lynch's ex-chief financial
             officer;

          -- Rosemary Berkery, Merrill Lynch's former general
             counsel; and

          -- Bob McCann, former head of Merrill Lynch's wealth
             management business.

WSJ states that Mr. Cuomo has subpoenaed these people to answer
his questions:

     -- Kenneth Lewis, Bank of America's chairman and chief
        executive;

     -- J. Steele Alphin, Bank of America's chief administrative
        officer; and

     -- Andrea, who was involved in setting compensation of
        several top Merrill Lynch executives.

During his testimony on Thursday, Mr. Thain refused to answer
questions regarding bonuses for all but five individuals,
according to a court filing. The five individuals Mr. Thain said
he was permitted to discuss were among executives that did not
receive a bonus, "thus being a meaningless gesture," Cuomo's
office said in court documents.

                       About Bank of America

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

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


BEARINGPOINT INC: Can Use Cash Collateral on Interim Basis
----------------------------------------------------------
BearingPoint Inc., was given interim approval by the U.S.
Bankruptcy Court for the Southern District of New York to use cash
representing collateral for secured lenders.  The hearing for
final authorization to use so-called cash collateral will take
place March 11, according to Bloomberg's Bill Rochelle.

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

                      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.


BELL MICROPRODUCTS: Amends Bank Loan to Cure Potential Breach
-------------------------------------------------------------
Bell Microproducts Inc. said it has completed an amendment to the
revolving line of credit with its U.S. bank group.  This amendment
removes the fixed charge coverage ratio for the fourth quarter
ending December 31, 2008, curing any potential covenant breach,
and reduces the fixed charge coverage criteria required in the
quarters ending March 31, 2009, and June 30, 2009.

In addition, the line of credit amendment also extends the
required delivery date of the Company's audited financial
statements for the year ended December 31, 2007, from March 31,
2009 to June 30, 2009.  The required delivery date of the
Company's 2008 audited financial statements remains unchanged at
June 30, 2009.

W. Donald Bell, President and Chief Executive Officer of Bell
Microproducts, said, "We appreciate the continued support of our
lenders as we move through challenging times. Delivering our
audited financials and becoming current in our SEC filings remains
one of our top priorities."

Bell Microproducts completed a restatement of its financial
statements for 2005, 2004 and prior years and filed its Annual
Report on Form 10-K for the year ended December 31, 2006 with the
Securities and Exchange Commission, the Troubled Company Reporter
said January 7, 2009.

                      About Bell Microproducts

Based in San Jose, California, Bell Microproducts (Pink
Sheets:BELM) -- http://www.bellmicro.com/-- is a leading
international, value-added distributor of a wide range of high-
tech products, solutions and services, including storage systems,
servers, software, computer components and peripherals, as well as
maintenance and professional services.  The Company is one of the
world's largest storage-centric value-added distributors.


BILT LEX: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Bilt Lex, LLC
        P.O. Box 1725
        Weaverville, NC 28787

Bankruptcy Case No.: 09-10176

Chapter 11 Petition Date: February 19, 2009

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

Judge: George R. Hodges

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

Total Assets: $1,030,000

Total Debts: $2,169,622

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

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

             http://bankrupt.com/misc/ncwb09-10176.pdf


BOLTHOUSE FARMS: S&P Puts 'B' Corp. Credit Rating on WatchNeg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
(including its 'B' corporate credit rating) on Bakersfield,
California based Wm. Bolthouse Farms Inc. 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 Dec. 31, 2008, the company had about $650
million of total debt.

"The CreditWatch placement reflects our concerns about the limited
covenant cushion under its bank financial covenants because of
weaker-than-expected operating performance," said Standard &
Poor's credit analyst Alison Sullivan.  In addition, S&P believes
the company's liquidity position could worsen because bank
financial covenants tighten as of March 2009.  Sales grew 1% in
the quarter ended Dec. 31, 2008, and adjusted EBITDA declined
about 13% due to lower concentrate sales, decreased cut and peeled
carrot sales, and higher selling, general, and administrative
expenses.

"We will review Bolthouse's operating and financial plans to
assess the company's near-term liquidity in resolving the
CreditWatch listing," she continued.


BOYD GAMING: Fitch Says Ratings Unaffected by Station Bid
---------------------------------------------------------
Boyd Gaming Corp.'s ratings are unaffected by the announcement
that the company is interested in exploring an acquisition of
certain assets of Station Casinos, Inc., according to Fitch
Ratings.  Station offered a prepackaged bankruptcy plan to
bondholders on Feb. 3, 2009 after bondholders rejected the
proposed terms of Station's debt exchange offer in December 2008.

Boyd said it is interested in pursing a transaction as either a
'stalking horse bidder,' or as a co-sponsor or plan proponent.
The announcement was a preliminary indication of interest, so
there is no binding agreement at this time.  As a result, Fitch's
ratings are unaffected by the announcement.  If details of the
terms regarding a formal transaction materialize, Fitch will
consider the impact on Boyd's ratings at that time.

Boyd plans to report earnings on Feb. 26, 2009, and Fitch expects
to consider Boyd's ratings and Rating Outlook at that time.
Boyd's current ratings are:

   -- Issuer Default Rating (IDR) at 'BB-';
   -- Senior credit facility at 'BB';
   -- Senior subordinate debt at 'B+'.


BRUNO'S SUPERMARKETS: Seeks GOB Sales for 14 of 66 Stores
---------------------------------------------------------
Bruno's Supermarkets, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama for authority to:

  a) sell the Debtor's assets located at fourteen of its 66
     stores, of which four were closed prepetition and 10
     are to be closed as part of the Debtor's reorganization
     efforts, free and clear of all liens, claims and
     encumbrances; and

  b) conduct store closing or similarly themed sales in
     accordance with the terms of the Consulting Agreement and
     the Sale Guidelines

The Debtor likewise asks the Court to approve a consulting
agreement with Hilco Merchant Resources, LLC, pursuant to which
Hilco will be authorized to act as its liquidation agent.

The Court will conduct a hearing on Feb. 25, 2009, at 9:00 a.m.
Central Standard Time to consider the Debtor's motion.

Bruno's asserts that the store closing sales should be approved on
these grounds:

  -- The sale of the Assets pursuant to the Consulting Agreement
     and the Sale Guidelines ensures that the highest possible
     price will be received.

  -- Given Bruno's financial condition, a sale of the Assets is
     the best option available to the Debtor that will maximize
value for its estate and creditors.

  -- its proposal does not constitute a sub rosa plan of
     reorganization because it seeks only to liquidate assets and
     will not restructure the rights of creditors.

               Reason for Bankruptcy/Debt Structure

Bruno's said its latest bankruptcy filing was precipitated by a
decline in sales, increased competition in its core market from
new grocery stores, and limited availability of capital for
improvements to its stores and for working capital with which to
operate its stores.  Due to the significant debt incurred by
Bruno's after being acquired by Kohlberg Kravis Roberts & Co. in a
leveraged buyout, Bruno's filed for bankruptcy in early 1998.
Bruno's emerged from this bankruptcy in 2000.

Bruno's had a revolving line of credit with Regions Bank.  The
current outstanding amount under the Revolver is approximately
$10.8 million and is secured by the majority of Bruno's assets.
The Debtor also owes approximtely $22.5 million in accounts
payable to trade and other creditors.  Approximately $6.8 million
is owed to various state and local taxing authorities.  Bruno's
discloses that it also owes approximately $3.5 million to an
affiliated company, Bi-Lo, LLC.

                       Consulting Agreement

Pursuant to the Consulting Agreement, Hilco will advise the Debtor
with respect to the sale of its merchandise and furniture,
fixtures and equipment at the Closing Stores.  No inventory will
be sold to Hilco.

Hilco will be paid a consultant's fee of 3% of the gross proceeds
related to the sale of the merchandise.  The Debtor relates that
it is currently working with Regions Bank, its prepetition and
postpetition lender, to obtain the Bank's agreement that the Fee
and the costs actually incurred by Hilco for the items set forth
in the Expense Budget and the FF&E Expense Budget, will be
entitled to treatment as a claim pursuant to Sec. 506(c) of the
Bankruptcy Code to surcharge against Region's collateral.

Hilco will be entitled to a commission of 15% of the gross
receipts from all sales or other dispositions of FF&E at the
Closing Stores.

The Store Closing Sales will terminate on March 31, 2009, unless
extended by mutual agreement.  Hilco may terminate the Store
Closing Sale at any particular store prior to the Sale Termination
Date.

As reported in the Troubled Company Reporter on Feb. 20, 2009,
Bruno's Supermarkets LLC said that it would shut down about 15% of
its stores and lay off about 30 executives as part of its
restructuring.

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

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

A full-text copy of the Debtor's emergency motion for authority to
conduct store closing or similarly theme sales is available at:

   http://bankrupt.com/misc/BRUNO'S.StoreClosingSalesMotion.pdf

                 About Bruno's Supermarkets, LLC

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations 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.


BUFFETS HOLDINGS: Files 2nd Amended Plan and Disclosure Statement
-----------------------------------------------------------------
Buffets Holdings, Inc. and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware their Second
Amended Joint Plan of Reorganization and accompanying Disclosure
Statement on February 20, 2009.

The Court previously approved the Debtors' disclosure statement
accompanying their First Amended Joint Plan of Reorganization on
December 16, 2008.  The Court also authorized the Debtors to
begin soliciting acceptance of the First Amended Plan.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the deadline to vote to
accept or reject the First Amended Plan passed and results
indicated that the holders of claims impaired under the First
Amended Plan voted overwhelmingly to accept the Plan:

      Class     Amount   Number
      -----     ------   ------
        4       99.89%   95.83%
        5       96.13%   93.68%
        6       96.12%   97.36%
        7       92.07%   91.35%

100% of claims in class 3A also voted to accept the First Amended
Plan, said Mr. Greecher.

In the initial Solicitation and Disclosure Statement Order, the
Court scheduled a hearing on the confirmation of the First
Amended Plan for February 3, 2009.  However, as of that date, the
Debtors had not been able to finalize their exit financing
commitments, Mr. Greecher says.  The Debtors required a committed
exit financing package sufficient to repay their new money
debtor-in-possession financing, to fund certain obligations under
the First Amended Plan and to provide necessary working capital
on a going-forward basis.  For this reason, the Debtors adjourned
the hearing on confirmation of the First Amended Plan and have
continued to work diligently to identify and secure satisfactory
exit financing commitments, Mr. Greecher explains.

Faced with significant challenges in obtaining exit financing,
the Debtors entered into an engagement letter with Credit Suisse
Securities (USA) LLC for purposes of engaging Credit Suisse to
act as sole lead arranger, sole bookrunner, sole administrative
agent and sole collateral agent for a secured exit credit
facility providing gross cash proceeds in an aggregate amount of
at least $120,000,000.

In line with the parties' Engagement Letter, the Debtors informed
Credit Suisse that they intend to amend their proposed Plan.
Accordingly, the Debtors filed on February 20 their Second
Amended Plan and revised Disclosure Statement.

                        Plan Amendments

The Second Amended Plan no longer provides for the Class 2
Rollover Facility Claims to be automatically satisfied by a new
Second Lien Exit Facility.  Rather, the Second Amended Plan now
contemplates that holders of Rollover Facility Claims will
receive shares of New BRHI Common Stock with an anticipated value
equal to the value of their Allowed Rollover Facility Claims, Mr.
Greecher explains.

Alternatively, the Second Amended Plan gives holders of Rollover
Facility Claims the option to receive a replacement debt
obligation as part of the Second Lien Exit Facility in either
full or partial satisfaction of their Allowed Rollover Facility
Claims, but only if holders of Rollover Facility Claims commit to
participate in the funding of the First Lien Exit Facility in an
amount equal to or greater than 20% of the Allowed Rollover
Facility Claims.

In addition, the Second Amended Plan establishes a new class of
claims -- the Class 3B PF Letter of Credit Facility Claims -- to
further clarify the treatment for the holders of the claims, Mr.
Greecher avers.

Because the Second Amended Plan provides for potentially a
greater number of Claims to be satisfied through the receipt of
shares of the New BRHI Common Stock, the Structure of the Second
Amended Plan will in all likelihood change the percentages of
ownership of shares of New BRHI Common stock to be received by
holders of Prepetition Secured Credit Facility Claims in Class
3A, Senior Note Claims in Class 5, and General Unsecured Claims
in Class 6.

However, to the extent that holders of Class 2 Rollover Facility
Claims will receive shares of New BRHI Common Stock under the
Second Amended Plan, rather than replacement debt obligations
pursuant to the Second Lien Exit Facility, the Reorganized
Debtors will have a proportionately smaller debt load on the
Effective Date than was contemplated in the First Amended Plan
and a proportionately smaller debt load on the Effective Date
than was contemplated in the First Amended Plan and a
proportionately higher total equity value, Mr. Greecher asserts.

Accordingly, the Approximate Recovery to holders of Claims in the
Technically Modified Classes will remain the same, and holders of
Claims in the Technically Modified Classes will not be negatively
impacted by the modifications set forth in the Second Amended
Plan, Mr. Greecher says.

The value per share of New BRHI Common Stock will remain the same
because each dollar of Rollover Facility Claims that is satisfied
by additional shares of New BRHI Common Stock will result in a
corresponding decrease in the amount of outstanding debt, Mr.
Greecher points out.

A black-lined version of the Revised Disclosure Statement is
available for free at:

  http://bankrupt.com/misc/buffets_ds_2ndamendedplan.pdf

A full-text copy of the Second Amended Joint Plan of
Reorganization is available for free at:

  http://bankrupt.com/misc/buffets_2ndamendedplan.pdf

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., M. Blake Cleary, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as claims and balloting
agent.  The U.S Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Otterbourg Steindler Houston & Rosen PC and
Pachulski Stang Ziehl Young & Jones as counsels.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Court granted on February 22, 2008, final approval of the Debtors'
debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility.

Bankruptcy Creditors' Service, Inc., publishes Buffets Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Buffets Holdings Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BUFFETS HOLDINGS: Seeks Approval of Revised Disclosure Statement
----------------------------------------------------------------
In light of their Second Amended Joint Plan of Reorganization,
Buffets Holdings, Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

  (i) approve their Revised Disclosure Statement as containing
      "adequate information" as that term is defined in Section
      1125 of the Bankruptcy Code;

(ii) schedule certain hearing dates in connection with the
      proposed confirmation of the Debtors' Second Amended Plan
      of Reorganization; and

(iii) approve the form and manner of their Revised Solicitation
      Packages.

Under the Debtors' Secured Super-Priority Debtor-in-Possession
Credit Agreement, the Calendar Maturity Date is scheduled to
occur on April 30, 2009, which may be further extended with the
consent of the Required Lenders to May 31, 2009.

In their intent to maximize the value of the estates and
successfully reorganize their business under the time frames
dictated by their DIP Credit Agreement, the Debtors press forward
with a fast-paced confirmation process and propose this
confirmation timeline:

  * December 16, 2008   Voting Record Date for Affected Classes

  * March 14, 2009      Deadline to mail revised solicitation
                        package

  * April 10, 2009      Deadline for holders of Claims in
                        Affected Classes to object to
                        confirmation of the Second
                        Amended Plan and Extended Voting
                        Deadline for holders of Claims in
                        Affected Classes

  * April 17, 2009      Hearing to confirm the Second Amended
                        Plan

The DIP Credit Agreement, as amended, provides that it would be
an event of default under the DIP Credit Agreement if the Court
had not entered an order confirming a plan of reorganization by
February 28, 2009.  Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that the
Debtors are working with the Required Lenders to obtain an
appropriate waiver of this condition.

Mr. Greecher further contends that a prompt progression to
confirmation of the Second Amended Plan is necessary to meet the
deadlines set forth in the DIP Credit Agreement and is key to
attracting necessary exit financing commitments.

"[T]he holder of the claims in the Affected Classes have already
had a full opportunity to review and consider the First Amended
Plan and the prior Disclosure Statement, and very few provisions
have been changed in the Second Amended Plan and Revised
Disclosure Statement," Mr. Greecher maintains.

The Debtors believe that the Revised Disclosure Statement
contains "adequate information" as that phrase is defined in
Section 1125(a)(1) of the Bankruptcy Code.  Moreover, the Revised
Disclosure Statement provides adequate information sufficient to
enable holders of claims in the affected classes to vote to
accept or reject the Second Amended Plan.

Mr. Greecher informs the Court that the Revised Disclosure
Statement was drafted with the assistance of the Debtors'
financial and legal advisors, with input from principals and
professionals for Credit Suisse, the Administrative Agent for the
Prepetition Lenders, and the Creditors Committee.

       Revised Solicitation Packages and Procedures

According to Mr. Greecher, the Second Amended Plan does not
change the treatment of the claims of the Non-Voting Parties --
Classes 1, 8, 9, and 10.  The treatment of claims in Class 4 and
Class 7 is likewise wholly unaffected by the Second Amended Plan.
Accordingly, the Debtors submit that re-solicitation of the
holders of claims in Classes 4 and 7 is unnecessary, and
would only cause the Debtors' estates to incur additional costs
and result in potential delay and confusion on the part of
holders of claims whose treatment is unaffected by the Second
Amended Plan.

The Debtors anticipate that, in all likelihood, some of the
holders of Class 2 Rollover Facility Claims will opt to receive
shares of New BRHI Common Stock, while others will commit to
participate in the First Lien Exit Facility and have all or a
portion of their Rollover Facility Claims satisfied by
replacement debt obligations pursuant to the Second Lien
Exit Facility.  Accordingly, under this scenario, holders of
Claims in the Technically Modified Classes will receive a
somewhat smaller percentage of the New BRHI Common Stock than was
contemplated under the First Amended Plan.  However, the
Approximate Recovery to holders of Claims in the Technically
Modified Classes will remain the same.

The Debtors submit that, pursuant to Section 1127 of the
Bankruptcy Code, the Second Amended Plan meets the requirements
of Sections 1122 and 1123 of the Bankruptcy Code, and because the
modifications -- as to the Technically Modified Classes -- are
technical and not substantive in nature, the Court should hold
that:

   (i) no further disclosure is required as to the Technically
       Modified Classes pursuant to Section 1127(f)(2) of the
       Bankruptcy Code, and

  (ii) the results of voting on the First Amended Plan will be
       accepted as indicative of the acceptance or rejection of
       the Second Amended Plan by the holders of claims in the
       Technically Modified Classes.

The Revised Solicitation Procedures further authorize and direct
Epiq to assist the Debtors in:

  (a) distributing the Revised Solicitation Packages;

  (b) receiving, tabulating and reporting on Ballots cast for or
      against the Second Amended Plan by holders of claims
      against the Debtors;

  (c) responding to inquiries from creditors, equity holders,
      and other parties-in-interest relating to the Second
      Amended Plan, the Revised Disclosure Statement, the
      Ballots, the Revised Solicitation Procedures, and all
      other Revised Solicitation Package materials and
      related matters, including, without limitation, the
      procedures and requirements for holders of claims in the
      Affected Classes to vote to accept or reject the Second
      Amended Plan and to object to the Second Amended Plan;

  (d) soliciting votes to accept or reject the Second Amended
      Plan; and

  (e) as necessary, contacting claimants holding claims in the
      Affected Classes regarding the Second Amended Plan.

                Extended Voting Deadline

The Debtors ask the Court to establish April 10, 2009, 4:00 p.m.,
prevailing Eastern Time, as the new voting deadline for the
Affected Classes for the Second Amended Plan, so that holders of
claims in the Affected Classes can either (i) change their vote
to accept or reject the First Amended Plan on account of the
modifications set forth in the Second Amended Plan; or (ii) vote
for the first time to accept or reject the Second Amended Plan.

                   Solicitation Package

The Debtors propose to transmit or cause to be transmitted by
first class mail to the Affected Classes a solicitation package
containing:

  (1) written notice of (a) the Court's approval of the Revised
      Disclosure Statement, (b) the Extended Voting Deadline,
      and (c) the deadline and procedures for holders of claims
      in the Affected Classes to file objections to the
      confirmation of the Second Amended Plan;

  (2) the Second Amended Plan;

  (3) the Revised Disclosure Statement;

  (4) blacklined versions of the Second Amended Plan and Revised
      Disclosure Statement indicating changes made from the
      First Amended Plan and Prior Disclosure Statement;

  (5) the appropriate ballot and ballot return envelope; and

  (6) other information as the Court may direct or approve.

The Debtors request that the Court reschedule the Confirmation
Hearing for April 17, 2009, at 2:00 p.m.  Parties have until
April 10, 4:00 p.m., prevailing Eastern Time, to file
objections to confirmation of the Second Amended Plan.

The Debtors sought and obtained the Court's approval to set the
hearing on the Revised Disclosure Statement and Solicitation
Motion to March 11, 2009, at 2:00 p.m.  Responses to the Revised
Disclosure and Solicitation Motion are due March 6, 2009, 4:00
p.m.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., M. Blake Cleary, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as claims and balloting
agent.  The U.S Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Otterbourg Steindler Houston & Rosen PC and
Pachulski Stang Ziehl Young & Jones as counsels.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Court granted on February 22, 2008, final approval of the Debtors'
debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility.

Bankruptcy Creditors' Service, Inc., publishes Buffets Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Buffets Holdings Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BUFFETS HOLDINGS: Seeks to Enter Into $120-Mil. Exit Facility
-------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Buffets
Holdings, Inc. and its debtor affiliates ask Judge Mary F. Walrath
of the U.S. Bankruptcy Court for the District of Delaware for
authority to:

   (i) enter into an agreement with Credit Suisse Securities
       (USA) LLC and its affiliates, for purposes of engaging
       Credit Suisse to act as sole lead arranger, sole
       bookrunner, administrative agent and sole collateral
       agent for a senior secured exit credit facility providing
       gross cash proceeds for at least $120,000,000; and

  (ii) pay Credit Suisse a non-refundable structuring fee of
       $1,000,000 and any expenses incurred by Credit Suisse
       under the terms of an Engagement Letter in developing an
       exit financing commitment including the reasonable fees
       and expenses of their advisors.

A hearing to consider the request has been set for March 4, 2009,
at 11:30 a.m., Eastern time.  Objections are due on February 25.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, narrates that on December 16, 2008, the
Court approved the Debtors' Disclosure Statement and authorized
the Debtors to begin soliciting acceptances of the Proposed Plan
of Reorganization.

The deadline to vote to accept or reject the plan has elapsed,
Mr. Greecher says, and the preliminary results indicate that the
holders of claims impaired under the Proposed Plan have
overwhelmingly voted to accept the Proposed Plan.

The Court initially scheduled a hearing on confirmation of the
Proposed Plan for February 3, 2009.  However, as of that date,
the Debtors had not been able to finalize their exit financing
and present a confirmable plan of reorganization under Section
1129 of the Bankruptcy Code.  The Debtors needed to obtain a
committed exit financing package to repay their new debtor-in-
possession financing, to fund certain obligations under the
Proposed Plan, and to provide necessary working capital on a
going-forward basis, Mr. Greecher explains.

For this reason, the Debtors adjourned the hearing on
confirmation of the Proposed Plan, and have worked diligently to
identify and secure an exit financier and the terms by which the
Facility will be funded.

To that end, the Debtors have agreed to the terms of the
Engagement Letter with Credit Suisse.  The Debtors believe that
entering into the Engagement Letter is critical to the process of
obtaining a formal commitment from a syndicate of banks,
financial institutions and other institutional lenders, as
arranged by Credit Suisse, to participate in the Facility, Mr.
Greecher notes.

According to Mr. Greecher, the Engagement Letter provides that
Credit Suisse will be appointed to act as the Debtors' exclusive
agent for obtaining a satisfactory syndicate of Lenders to
provide exit financing for the Facility.  In consideration for
Credit Suisse's arranging the facility, the Engagement Letter
provides that the Debtors will pay to Credit Suisse the
Restructuring Fee within two business days after the Court
approves of this motion.

With respect to Credit Suisse, Mr. Greecher points out that it is
uniquely qualified to serve as lead arranger for the Debtors'
exit financing.  Credit Suisse is the administrative agent for
the DIP financing, and in addition, has been involved in a number
of other financing for the Debtors.  Credit Suisse has a
sophisticated understanding of the Debtors' business and needs
that can only help facilitate the Debtors' successful emergence.

Absent the payment of the Structuring Fee, Credit Suisse is
unwilling to proceed further and will not continue the work
needed to assemble a syndicate of Lenders to complete an exit
financing commitment to fund the Facility.  Entering into the
Engagement Letter, paying the Structuring Fee and reimbursing
Credit Suisse's expenses will move these chapter 11 cases forward
and facilitate the Debtors' exit from bankruptcy, Mr. Greecher
avers.

The Debtors believe that the requested Structuring Fee and
expense reimbursement are reasonable given the unquestionable
need for funding of the Facility in order to successfully
reorganize the Debtors' business, and because the fees and
expense reimbursements are routinely provided both in and outside
of bankruptcy, Mr. Greecher contends.

Aside from the Structuring Fee, other fees to be paid by the
Debtors include an arrangement fee, participations fees, and an
administration fee, according to the parties' Engagement Letter.
A full-text copy of the Engagement Letter is available for free
at http://bankrupt.com/misc/buffets_engageltr_exitfinancing.pdf

Moreover, pursuant to the parties' Engagement Letter, the Debtors
have the right to terminate the agreement with Credit Suisse:

    (i) if the Maturity Date as defined in the New Money DIP
        Facility Term Sheet is not extended beyond the current
        date of April 30, 2009, and Credit Suisse has not
        obtained commitments for the Facility on or prior to
        that date, at any time after April 30, 2009;

   (ii) if the DIP Maturity Date is extended beyond April 30,
        2009, and Credit Suisse has not obtained commitments for
        the Facility by May 31, 2009, at any time after May 31,
        2009;

  (iii) if the DIP Maturity Date is extended beyond April 30,
        2009, at any time after the DIP Maturity Date if the
        Facility has not closed by that date; or

   (iv) at any time for cause, including, without limitation,
        Credit Suisse's failure to timely undertake commercially
        reasonable efforts to arrange the Facility.

In line with the Exit Facility, the Debtors informed Credit
Suisse that they intend to amend their proposed Plan to provide
that:

  * up to $200,000,000 in aggregate principal amount of the
    Borrower's existing DIP Credit Facility will be converted
    into a second lien secured term loan facility;

  * up to $47,000,000 in aggregate principal amount of the
    Borrower's existing synthetic letter of credit facility will
    be converted into a modified or new second lien senior
    secured synthetic letter of credit facility; and

  * up to $25,000,000 in aggregate principal amount of the
    Borrower's existing cash collateralized letter of credit
    facility will be converted into a new or modified
    $30,000,000 cash collateralized letter of credit facility.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., M. Blake Cleary, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as claims and balloting
agent.  The U.S Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Otterbourg Steindler Houston & Rosen PC and
Pachulski Stang Ziehl Young & Jones as counsels.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Court granted on February 22, 2008, final approval of the Debtors'
debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility.

Bankruptcy Creditors' Service, Inc., publishes Buffets Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Buffets Holdings Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Sues GM for $4.9MM Under Accommodation Pact
---------------------------------------------------------------
Cadence Innovation LLC filed a complaint on February 12, 2009,
with the U.S. Bankruptcy Court for the District of Delaware
against General Motors Corporation, to recover $4,914,075 in
obligations under an accommodation agreement and stipulation, and
obtain an injunction against GM.

Cadence designs, develops and manufactures molded plastic
component parts for automobiles, including those made by GM and
Chrysler Corporation.  Before the Petition Date, Cadence, GM, and
Bank of America, N.A., as the Debtor's senior secured lender,
entered into an Accommodation Agreement whereby GM provided
accommodations to the Debtors, including certain prepayments and
payments made in satisfaction of commercial issues, expedited
payment terms, funding for certain tooling, and certain credit
enhancements.  The Accommodation Agreement obligates GM to:

  (i) make payments of Cadence's postpetition accounts
      receivable on an expedited basis;

(ii) not exercise any right to setoff or recoupment against any
      of its accounts payable to Cadence for shipments of
      component parts and tooling; and

(iii) purchase from Cadence all raw materials, components and
      finished goods inventory in Cadence's possession that are
      related to the Component Parts, which are resourced and
      which at the time of resourcing are bought usable by GM or
      GM's new source of the Component Parts and in saleable
      condition.

In line with the Debtors' orderly liquidation, Cadence and GM
further agreed on certain provisions to better accommodate each
party's needs, noting that:

  (i) GM and Cadence will negotiate to an agreed-upon wind-down
      and liquidation budget, a portion of which GM would fund;

(ii) Cadence will build inventory banks, upon GM's request,
      provided that GM will pay for the inventory banks and the
      incremental costs associated on quick pay terms; and

(iii) Cadence granted to GM an irrevocable and exclusive option
      to purchase all of Debtor Owned Tooling and all other
      machinery known as the Designated Equipment, which is
      necessary to the manufacture of the Component Parts for
      GM.

Furthermore, Cadence and GM agreed on bases of purchase price for
the Designated Equipment at Cadence's Chesterfield facility to be
purchased by GM:

  * For the Designated Equipment which is related to the
    production of GM's Component Parts, the average of the
    Designated Equipment's orderly liquidation value and fair
    market value as determined Hilco Appraisal Services, LLC
    when GM will exercise its Designated Equipment Option.

  * For the Designated Equipment which is not related to the
    production of GM's Component Parts produced for GM by
    Cadence, the Designated Equipment's orderly liquidation
    value.

GM previously commenced an adversary proceeding against Cadence
due to Hilco's failure to appraise the Designated Equipment and
Cadence's refusal to permit GM to possess the Designated
Equipment.  The parties subsequently entered into a Court-approved
stipulation, directing Hilco to continue appraisal of the
equipment.  The Stipulation also required GM to post a $1 million
escrow to be applied toward payment of the Designated Equipment
that Hilco needs to appraise.

The GM Stipulation requires GM to post a $1 million escrow to be
applied towards payment of the Designated Equipment that Hilco
needed to appraise.  Hilco served its appraisal of the Designated
Equipment on January 13, 2009.  Hilco noted that the fair market
value of all Designated Equipment was $3,940,175 and that the
orderly liquidation value was $465,275.

Utilizing the pricing mechanism set forth in the Accommodation
Agreement, GM had not yet purchased from Cadence the Designated
Equipment worth $2,055,225, Mr. Pernick tells Judge Kevin Gross.

Cadence asserts that GM has refused to pay it $4,914,075 pursuant
to the terms of the Accommodation Agreement and GM Stipulation.
According to Cadence, the $4,914,075 amount consists of:

   Item category                             Amount Due
   -------------                             ----------
   Purchase price for the Designated         $2,055,525
   Equipment, either through the
   $1 million escrow or any other way

   Inventory GM was required to purchase       $897,256
   under the Accommodation Agreements

   Resin Inventory                             $350,000

   Costs related to inventory banks            $372,063
   Cadence made for GM

   Personnel costs relating to the              $86,278
   removal of GM-related tools from
   Cadence's facilities

   Other personnel costs                       $583,598

   Component Parts and other                   $569,910
   services that GM was required
   to pay to Cadence immediately

Mr. Pernick says  Section 541 of the Bankruptcy Code provides
that the rights of payment from GM are property of the Debtor's
estate and that GM must turnover those payments to the Debtor's
estate.  Moreover, any failure by GM to comply with the
Accommodation Agreement and the GM Stipulation constitutes a
breach of contract by GM, he argues.  He stresses that Cadence
will be severely and irreparably injured by a breach of the GM
Agreement.  If GM's breach persists, Cadence says it may lack
sufficient funds to appropriately wind up its operations and
confirm a Chapter 11 plan.

Accordingly, Cadence asks the U.S. Bankruptcy Court for the
District of Delaware to:

  (a) enter a judgment against GM and in its favor for
      $4,914,075 for breach of the Accommodation Agreement and
      the GM Stipulation;

  (b) enter a judgment order against GM and in favor of Cadence
      for damages; and

  (c) compel GM to specifically perform its obligations under
      the Accommodation Agreement.

Mr. Pernick adds that the Debtors' DIP Facility terminated on
February 13, 2009.  Unless extended, the Debtors will no longer
be able to obtain advances under the DIP Facility.  The Court
previously approved Amendment No. 2 of the Debtors' DIP Credit
Agreement with BofA and certain other lenders, which provided for
an extension of the DIP Facility maturity date through January 9,
2009.  The Lenders are entitled to further extend the Maturity
Date without further Court approval, provided that the extension
will not go beyond February 28, 2009.

Mr. Pernick explains that GM's obligation to fund portion of the
Liquidation Budget has been released on account that GM will
honor its obligations under the GM Stipulation.  Given the
absence of GM's funds and the expiration of the DIP Facility, the
Debtors will face severe difficulties paying their ongoing
expenses, including payroll expenses necessary to their orderly
liquidation, he stresses.  He adds that GM's looming bankruptcy
presents a serious risk with respect to the Debtors' ability to
collect the amounts owed by GM.

Against this backdrop, the Debtors further ask the Court to
expedite the disposition of their Adversary Complaint by
scheduling the trial without delay.

                            GM Responds

On behalf of GM, James S. Yoder, Esq., at White and Williams LLP,
in Wilmington, Delaware, notes that GM's right to discovery and
due process cannot be protected in the two-week timeframe sought
by the Debtors.  He maintains that the Local Rule 7016 of the
Local Rules of U.S. Bankruptcy Court for the District of
Delaware, which incorporates Rule 16 of the Federal Rules of
Civil Procedure, is not applicable to the Debtors' request.

Mr. Yoder maintains that the Debtors have failed to provide
evidence that they will face severe difficulties in paying
expenses necessary to their estates if GM's alleged dues are not
paid.  The Debtors also failed to provide any factual support
that payment of the disputed funds within the highly expedited
timeframe is necessary for them to complete the administration of
their estates.  "No emergency exists and the issue of GM's
bankruptcy is even irrelevant in these adversary proceedings," he
argues.

Mr. Yoder emphasizes that Cadence's Complaint raises complex
factual issues that require discovery and expert analysis.  He
points out that for one, there is the issue of valuation of 159
separate pieces of machinery and equipment, which valuation is
dependent on whether it comes into contact with GM's Component
Parts pursuant to the Accommodation Agreement.  The Debtors have
ignored this distinction and assumed that all of the designated
equipment comes into direct contact with GM's component parts,
Mr. Yoder tells the Court.  Discovery, he adds, is also needed to
determine the usability and salability of certain finished goods,
raw materials, and component parts; reconcile inventories and
accounts with respect to certain finished goods, raw materials
and component parts; and determine the character and extent of
services the Debtors allegedly provided.

"Although GM has no interest in unduly prolonging these adversary
proceedings, the fact remains that it cannot be appropriately
resolved without a significant amount of detailed work," Mr.
Yoder maintains.

Accordingly, GM asks the Court to deny the Debtors' request to
expedite the disposition on Cadence's Complaint.

                      Trial on March 11 & 12

Judge Gross sets the trial on Cadence's Complaint for March 11
and 12, 2009.  Pretrial conference will be on March 6, 2009.  The
Debtors' counsel is directed to file a scheduling order with the
Court.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.

The company and its debtor-affiliate, New Venture Real Estate
Holdings, LLC, filed for Chapter 11 reorganization on Aug. 26,
2008 (Bankr. D. Del. Lead Case No. 08-11973).  Norman L. Pernick,
Esq. and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, represent the Debtors as counsel.  When the Debtors
filed for protection from their creditors, they listed assets of
between US$10 million and US$50 million, and debts of between
US$100 million and US$500 million.  (Cadence Bankruptcy News;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)

                    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.


CANWEST MEDIA: Moody's Junks Corporate Family Rating from 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded Canwest Media Inc.'s
corporate family rating and probability of default rating to Caa3
from B3.  The corporate family's consolidated speculative grade
liquidity rating remains SGL-4 (indicating poor liquidity) and the
company's ratings outlook remains negative.  At the same time,
instrument ratings for Canwest and its two rated affiliates, CW
Media Holdings Inc. and Canwest Limited Partnership were also
downgraded.

Canwest entered the recession with elevated financial leverage,
and, in the case of its conventional and specialty television
properties, financing arrangements whose viability was contingent
upon significant cash flow expansion.  These plans were at odds
with long term secular pressures that have substantially eroded
the profitability of Canadian conventional television.  In
addition, as the ongoing recession unfolds, cash flow pressure at
the conventional television operation has been significantly
exacerbated.  Similar secular and cyclical pressures at the
company's Australian television and Canadian newspaper publishing
operations have caused their cash flow to decline as well.  In
aggregate, incoming dividends to Canwest from these three sources
are now likely to be significantly reduced compared to previous
expectations.  In turn, non-compliance with financial covenants
has become a near term possibility.  The ratings downgrades
reflect the company's very weak financial results and lack of
financial flexibility and anticipate that Canwest will look to
restructure its business portfolio and debt structure as it
addresses the impact of an adverse advertising environment and
elevated financial leverage.  Given ongoing credit market
dislocation, there is the potential of additional adverse rating
actions and much will depend upon ongoing negotiations with bank
lenders.

Rating Actions:

Issuer: Canwest Media Inc.

  -- Corporate Family Rating, Downgraded to Caa3 from B3

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

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ca
     (LGD6, 91%) from Caa2 (LGD6, 91%)

Issuer: Canwest Limited Partnership

  -- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD2,
     18%) from Ba3 (LGD2, 18%)

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ca
     (LGD4, 67%) from Caa1 (LGD4, 67%)

Issuer: CW Media Holdings Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD2,
     18%) from Ba3 (LGD2, 18%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD4, 67%) from Caa1 (LGD4, 67%)

Outlook Actions:

Issuer: Canwest Media Inc.

  -- Outlook, Unchanged at Negative

Moody's most recent rating action concerning Canwest was taken on
January 8, 2009, at which time the company's CFR and PRD were
downgraded to B3.

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

Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada-
based Canwest Global Communications Corp., a publicly traded
international media company with interests in broadcast
television, publications, radio, specialty television channels,
out-of-home advertising and interactive operations in Canada,
Australia, Malaysia, Singapore, Indonesia, Turkey, the United
Kingdom and the United States.  Substantially all of the publicly
traded parent company's operations are held though Canwest.


CARBIZ INC: Secures Credit Facility From Dealer Services
--------------------------------------------------------
CarBiz Inc. has successfully restructured its debt with a credit
facility from Dealer Services Corporation.  DSC purchased CarBiz's
prior credit facility from SWC Services, LLC, which is in
bankruptcy in Illinois.  In connection with the new credit
facility, DSC has forgiven approximately $30 million of the debt
owed to SWC.

CarBiz became the fourth largest buy here-pay here business in the
U.S. following two major acquisitions in 2007.  The acquisitions
resulted in CarBiz owning and operating 26 buy here-pay here
dealerships in nine states including Florida, Illinois, Indiana,
Nebraska, Iowa, Kentucky, Oklahoma, Ohio, and Texas.  These
acquisitions were funded through a credit facility from SWC, which
filed for bankruptcy on October 20, 2008.

CarBiz CEO Carl Ritter said, "Unfortunate circumstances have made
it impossible for our prior lender to continue its participation
in our growth.  With the help of DSC CarBiz has been able to
overcome this setback and significantly improve its balance sheet.
We believe that we are well positioned for an exciting 2009."

Dealer Services CEO John Fuller said "DSC is excited about working
with and funding CarBiz.  Their long established training division
will be very beneficial to the launch of our Lease here-Pay here
product and provide an excellent testing ground to develop the
product for future expansion.  I have done business with Carl
Ritter and his team in the past and I'm delighted to have the
opportunity to work with them again."

Additional details concerning this transaction are included in two
Forms 8-K filed with the Securities and Exchange Commission, dated
January 23, 2009, and February 4, 2009.

                        About CarBiz Inc.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF)
-- http://www.carbiz.com/-- owns and operates a chain of buy-here
pay-here dealerships through its CarBiz Auto Credit division.  The
company is also a provider of software, training and consulting
solutions to the buy-here pay-here auto dealers in the United
States.  CarBiz's suite of business solutions includes dealer
software products focused on the buy-here pay-here, sub-prime
finance and automotive accounting markets.

Capitalizing on expertise developed over 10 years of providing
software and consulting services to buy-here pay-here businesses
across the United States, CarBiz entered the buy-here pay-here
business in 2004 with a location in Palmetto, Florida.  CarBiz has
added two more credit centers since -- in Tampa and St. Petersburg
-- and recently acquired a large regional chain in the Midwest,
bringing the total number of dealerships to 26 in eight states.

                       Going Concern Doubt

Aidman, Piser & company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $32,887,976, total liabilities of $52,741,192 and stockholders'
deficit of $19,853,216.

For the three months ended Oct. 31, 2008, the company posted net
loss of $5,811,687 compared with net loss of $2,745,525 for the
same period in the previous year.  For the nine months ended
Oct. 31, 2008, the company posted net loss of $4,255,539 compared
with net loss of $4,697,449 for the same period in the previous
year.


CHARYS HOLDING: Wants Plan Solicitation Period Extended to March
----------------------------------------------------------------
Charys Holding Company, Inc., and Crochet & Borel Services, Inc.,
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive period to solicit acceptances to a Chapter
11 Plan through and including March 2, 2009.

The Debtors told the Court that are not seeking a further
extension of the Solicitation Period to pressure creditors to
accede to a plan unsatisfactory to them.  The extension, the
Debtors say, is necessary to provide the Debtors time to complete
solicitation and confirmation with respect to their First Amended
Plan.

As reported in the Troubled Company Reporter on Jan. 13, 2009, the
Court approved on Jan. 8, the adequacy of the modified disclosure
statement for the Debtors' First Amended Joint Plan of
Reorganization, dated Jan. 6, 2009.

The Voting Deadline has been extended to Feb. 23, 2009.  The
confirmation hearing will be held at 11:00 a.m. (prevailing
Eastern Time) on Feb. 25, 2009.

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at:

               http://ResearchArchives.com/t/s?37e8

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

               http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.

Chary's Holdings Co. Inc. reported total assets of $242.7 million
and total liabilities of $378.6 million in its operating report
for August 2008.


CHINA SHENGHUO: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
China Shenghuo Pharmaceutical Holdings, Inc., on February 10,
2009, received a deficiency letter from the NYSE Alternext US LLC
stating that the Company was not in compliance with Section 704 of
the Exchange's continued listing standards due to the Company's
failure to hold an annual meeting of stockholders in 2008.  The
Company was given an opportunity to submit a plan of compliance to
the Exchange by March 10, 2009, to demonstrate the Company's
ability to regain compliance with Section 704 by
August 11, 2009.

Because the Company restated certain of its financial statements
during November 2008, the Company was unable to deliver its annual
report and proxy statement to its stockholders during 2008.  As
such, the Company failed to hold an annual meeting of stockholders
during 2008.

The Company anticipates holding its annual meeting of stockholders
on or about May 20, 2009, and will submit its Plan to advise the
Exchange of this prior to March 10, 2009.  The Company believes
that so holding the annual meeting will cure the deficiency, and
the Company intends to hold future annual meetings of stockholders
on an annual basis, in accordance with the Exchange's listing
standards.

If the Company does not submit a Plan by March 10, 2009, the
Exchange rejects the Plan, or the Company does not implement an
accepted Plan by August 11, 2009, the Company will be subject to
delisting proceedings.

                       About China Shenghuo

Founded in 1995, China Shenghuo Pharmaceutical Holdings, Inc.
(NYSE Alternext US: KUN) in Kunming, China --
http://www.shenghuo.com.cn-- is a specialty pharmaceutical
company that focuses on the research, development, manufacture and
marketing of Sanchi-based medicinal and pharmaceutical,
nutritional supplement and cosmetic products.  Through its
subsidiary, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., it
owns thirty SFDA (State Food and Drug Administration) approved
medicines, including the flagship product Xuesaitong Soft
Capsules, which has already been listed in the Insurance
Catalogue.  At present, China Shenghuo incorporates a sales
network of agencies and representatives throughout China, which
markets Sanchi-based traditional Chinese medicine to hospitals and
drug stores as prescription and OTC drugs primarily for the
treatment of cardiovascular, cerebrovascular and peptic ulcer
disease.  The Company also exports medicinal products to Asian
countries such as Indonesia, Russia and Kyrgyzstan.


CIRCUIT CITY: Washington REIT's Income Slide 17.3% on Bankruptcy
----------------------------------------------------------------
Washington Real Estate Investment Trust disclosed that its retail
properties' core net operating income for the fourth quarter
decreased 17.3% compared to the same period one year ago due in a
large part to write-offs associated with the bankruptcy of Circuit
City.  Washington REIT said rental rate growth was 3.5% while core
economic occupancy decreased 130 basis points to 94.8%.
Sequentially, core economic occupancy increased from 94.4% in the
third quarter of 2008.

Washington REIT on February 19, 2009, reported financial and
operating results for the quarter and year ending December 31,
2008.  Washington REIT said net income for the year ending
December 31, 2008, was $0.67 per diluted share, compared to $1.34
per diluted share in 2007. Net income for the quarter ending
December 31, 2008 was $0.14 per diluted share, compared to $0.18
per diluted share in the same period one year ago.

Washington REIT (NYSE: WRE) is a self-administered, self-managed,
equity real estate investment trust investing in income-producing
properties in the greater Washington metro region.  WRIT owns a
diversified portfolio of 93 properties consisting of 28 office
properties, 22 industrial/flex properties, 17 medical office
properties, 14 retail centers, 12 multifamily properties and land
for development.

                       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: May Sell Nikko Citigroup
---------------------------------------
The Mainichi newspaper states that Citigroup Inc. may sell its
Japanese investment-banking unit, Nikko Citigroup Ltd.

According to Mainichi, Citigroup is in the process of selling its
Nikko Cordial Securities Inc. unit, which specializes in services
for individual investors.  Mainichi says that Citigroup may sell
the two Nikko units together.

Citigroup, Tak Kumakura at Bloomberg News relates, said in January
2009 that Nikko Cordial had a 13 billion yen deficit in the three
months ended December 31, 2008, compared to a
7.6 billion yen profit in 2007.  Bloomberg states that Nikko
Citigroup posted a 4.3 billion yen loss in 2008, compared with a
4.5 billion yen shortfall in 200.

According to Bloomberg, Citigroup CEO Vikram Pandit included Nikko
Cordial in a list of businesses flagged for eventual sale under a
reorganization plan disclosed January 16, 2009.

Romy Varghese at The Wall Street Journal relates that the cost of
protecting Citigroup's subordinated debt against default rose on
Tuesday to levels usually seen for distressed firms, before
falling late in the day, due to uncertainty over what new
government involvement in the bank would be.  Phoenix Partners
Group said that credit-default swaps on Citigroup's subordinated
debt were trading at eight to 11 points up front, WSJ states.
Trader must then pay a fee between $800,000 or $1.1 million, plus
an annual $500,000, to protect $10 million of subordinated debt
against default for five years, according to WSJ.  Financial
information services company Markit notes that cost had dropped to
$720,000 a year for five years.

According to WSJ, said that the cost of protecting Citigroup's
senior bonds also rose.  Markit says that the credit-default swaps
on the senior debt were quoted at 4.66 percentage points,
indicating an annual cost of $466,000 to protect $10 million for
five years.  The cost was $468,000 on Monday, WSJ states.

Citing Janney Montgomery Scott's chief fixed-income strategist Guy
LeBas, WSJ relates that the widening of Citigroup subordinated
swaps is a "continuation of nationalization fears," and it is
"challenging" to expect that the government would let a bank's
subordinated debt default.  WSJ quoted Mr. LeBas as saying, "I
don't think they're likely to allow such an event."

Much of Citigroup's fixed-income investors hold senior bonds, WSJ
reports.  Data provider Dealogic says that Citigroup issued in
2008 and 2007 $5.15 billion in subordinated corporate debt.
According to WSJ, Citigroup issued $73.8 billion of senior
corporate debt over that same period.

     Farhan Faruqui as Chief of Global Banking, Asia Pacific

Amy Or at WSJ reports that Citigroup has appointed Farhan Faruqui
as head of global banking, Asia Pacific.  According to WSJ, Mr.
Faruqui was the former chief of Citigroup's Asia Pacific Corporate
& Commercial Bank.  The report says that Mr. Faruqui has been in
Citigroup for 18 years and will remain in Hong Kong.

Mr. Faruqui, WSJ states, will report to the co-heads of global
banking Alberto Verme and Raymond McGuire, and Citigroup's Asia
Pacific CEO Ajay Banga.

Citigroup said in a statement that it also appointed Mark Renton
as global co-head of its public-sector group.  Mr. Renton,
according to WSJ, will remain in Hong Kong.  He was Citigroup's
chief of investment banking in the Asian-Pacific region, says WSJ.

WSJ says that Citigroup disclosed in December 2008 that a global
initiative to merge corporate and investment banking.  WSJ states
that Citigroup announced earlier this year a plan to form Citicorp
-- which encompasses core Citigroup businesses like global banking
-- and a noncore Citi Holdings, which are two separate entities.

                       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.


CITIGROUP INC: Singapore's GIC Won't Convert Preferred Shares
-------------------------------------------------------------
Government of Singapore Investment Corp. or GIC won't convert its
Citigroup Inc. preferred shares into common stock as part of a
potential U.S. government assistance, Costas Paris and Nisha
Gopalan at The Wall Street Journal report, citing people familiar
with the matter.

According to WSJ, Citigroup is in talks with U.S. officials that
could give the government a stake of as much as 40%.  GIC, WSJ
relates, purchased the convertible preferred securities in January
2008, which is now worth US$592.4 million, based on Citigroup's
US$1.95 closing price on Friday.

WSJ notes that Citigroup's ability to support its offshore
businesses could be curbed by a bigger U.S. government stake in
the bank.  The report says that Singaporean sovereign-wealth fund
and market participants are concerned that greater U.S. government
participation in Citigroup could result in a pullback by the bank
in favor of its domestic market.

Citing people familiar with the matter, WSJ reports that Citigroup
officials hope to convince some investors holding preferred shares
to follow the government's lead in converting some of those stakes
into common stock.

GIC, according to a U.S. Securities and Exchange Commission filing
in January, holds preferred shares in Citigroup that represent a
5.3% stake if converted.  WSJ relates that the preferred shares
offer an annual coupon of 7%, and converting the preferred shares
into common stock would cut off that income stream.  "If GIC is to
convert into common stock, the deal must be sweetened quite a lot.
They want to make sure that their return will be equal or above
the coupon," WSJ quoted a person familiar with the matter as
saying.

WSJ reports that a bigger U.S. government stake in Citigroup could
increase pressure at the bank to stop dividend payments.

                       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.


CLASSICS KRISTALL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Classics, Kristall Inc.
        611 W. Sixth St., Suite 800
        Los Angeles, CA 90017
        Tel: (213) 624-4000

Bankruptcy Case No.: 09-13862

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)]

Company Description: The debtor operates a jewelry store.

Debtor's Counsel: Stephen F Biegenzahn
                  4300 Via Marisol, Suite 764
                  Los Angeles, CA 90042-5079
                  Tel: (213) 617-0017
                  Fax: (480) 247-5977
                  Email: efile@sfblaw.com

Total Assets: $1,422,297

Total Debts: $6,892,769

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

             http://bankrupt.com/misc/cacb09-13862.pdf


CLEARLY CANADIAN: Forgoes Debt Payment; Plans to Restructure Debt
-----------------------------------------------------------------
Clearly Canadian Beverage Corp. suspended interest payments on its
senior convertible notes in the amount of US$9.36 million and its
subordinated convertible notes in the amount of C$2.45 million.
The Company has received an Event of Default notice from one of
the senior convertible note holders and the Company intends to
enter into negotiations with all of its note holders to
restructure the debt.

Based in Toronto, Clearly Canadian Beverage Corp. (CCBEF) --
http://www.clearly.ca/-- markets premium alternative beverages,
including Clearly Canadian(R) sparkling flavoured waters which are
distributed in the United States, Canada and various other
countries.  Clearly Canadian's acquisition of DMR Food Corporation
and My Organic Baby Inc. marks the Company's debut into organic
and natural products with a full line of organic baby and toddler
foods under the brand names My Organic Baby and My Organic Toddler
and a wide range of dried fruit and nut snacks offerings from
SunRidge Farms, Naturalife, Sweet Selections, Simply by Nature and
Glengrove Organics brands.


CONEXANT SYSTEMS: S&P Gives Negative Outlook; Keeps 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Newport Beach, California-based Conexant Systems Inc.
to negative from stable, reflecting recent sharp declines in
revenue and operating profit.  In addition, S&P affirmed the
corporate credit rating at 'B-'.

The ratings on Conexant reflect uncertainty regarding the global
economic outlook and prospects for a recovery in demand for the
company's products, very high leverage, and reliance on asset
sales to retire debt.  The company's modest cash balance and
fabless strategy, in which it does not manufacture its own
integrated circuits, partially offset these factors.

Conexant is a fabless designer, developer, and marketer of
semiconductor systems enabling broadband communications.  The
company markets its systems, which consist of electronic
components, software, and reference designs, primarily to original
equipment, design, and contract manufacturers.  There is
typically a long sales cycle and a deep dependence on the economic
outlook, as it affects design activity.

"Given the weak state of the semiconductor market, the company's
cash balances are a key near-term ratings support, and provide
moderate cushion before the 2010 maturity becomes a more imminent
concern," said Standard & Poor's credit analyst Joseph Spence.
S&P could lower the ratings if further revenue declines lead to
negative free operating cash flows and/or cash levels shrink to
$80 million.

"Ratings upside is limited in the near term and highly depends on
Conexant's ability to capitalize on any moderate rebound in the
semiconductor industry in the later half of 2009," he continued.


CONMED CORP: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Utica, New York-based ConMed Corp. to stable from
positive.  All ratings on the company, including the 'BB-'
corporate credit rating, were affirmed.

"The outlook revision reflects our growing concern regarding the
possible impact of the weak global economy on ConMed's sales,
which reduces the likelihood of a rating upgrade in 2009," said
Standard & Poor's credit analyst Jesse Juliano.  While the company
has significantly reduced its debt leverage over the past two
years, and its overall performance in 2008 met S&P's expectations,
the fourth quarter was a disappointment.  Sales for the fourth
quarter were flat on a constant currency basis when compared to
2007, and capital equipment sales, which represented 28% of
ConMed's 2008 revenues, were down 17.4% (constant currency).
However, the fourth-quarter capital equipment sales decline was
partially the result of an unusually high number of integrated
systems installations in the fourth quarter of 2007; the sales
decline would have been only 6%-7% excluding this phenomenon.  S&P
believes ConMed's sales will continue to be pressured throughout
2009 and could be below the company's guidance of 4% to 5%
constant currency growth.

The 'BB-' rating reflects the potential impact of the weak global
economy on ConMed's sales; the highly competitive nature of its
markets with large, well-financed competitors; and the temporary
distraction and possible working capital demands as the company
consolidates its manufacturing footprint.  The company's position
as an important manufacturer in its areas of focus, its product
and regional diversity (about 45% of its sales are outside of the
U.S.), and the company's much improved financial risk profile
partly offset these negative rating factors.

S&P is concerned about the impact of the weak global economy and
tightened hospital budgets for capital goods.  ConMed's declining
sales of capital goods in the fourth quarter of 2008 is a likely
indicator of a challenging 2009, in S&P's view.  Hospitals are
likely to delay capital purchases for as long as possible in an
effort to improve their liquidity.  Also, the company's single-use
and reposable products (72% of 2008 revenue) could come under some
pressure, as an increase in the uninsured U.S. population may
reduce the demand for surgeries and surgical products.  S&P
expects that the decline in demand for single-use and reposable
products would be much less dramatic than with higher-ticket
capital goods, but it is still a concern in 2009 and beyond, if
the recession persists.

S&P also is concerned that the midsize medical products
Manufacturer -- although well established in several surgical
markets -- faces the ongoing challenge of competing against
larger, better-financed companies, such as Smith & Nephew Plc,
Stryker Corp., and Covidien Ltd.  Also, ConMed's products
generally do not hold leading market positions, which speaks to
the competitive nature of the industry.

ConMed has unusually strong product diversity for a company of its
size, and its single-use and reposable products grew by 8.4% and
7.7%, respectively, on a constant currency basis for the quarter
and year ended Dec. 31, 2008.  The company generates revenues from
six different segments, with each segment containing multiple
products.  While its Arthroscopy, Powered Surgical Instruments,
Endoscopic Technologies, and Patient Care divisions all reported
revenue declines in the fourth quarter, the company still managed
to report flat constant currency sales.


CONTINENTAL AG: Moody's Downgrades Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded Continental AG's
corporate family rating to Ba2 from Ba1.  The outlook on the
ratings remains negative.

Falk Frey, Senior Vice President and lead analyst at Moody's for
Continental AG ("Conti"), commented: "The rating action reflects
the anticipation of a more severe downturn in global automotive
markets than was anticipated by the agency at the end of last
year.  Moody's is of the opinion that this bleaker environment
will in all likelihood not allow Conti to remain in line with the
credit metrics required for the former Ba1 rating category".  Frey
went on: "The negative outlook reflects that the economic
conditions could still worsen which could affect Conti's operating
conditions at a time when the company still needs to generate cash
flow to deleverage".  The need to address the upcoming refinancing
debt maturity of EUR 3.5bn due in August 2010 from the VDO
acquisition debt also continues to weigh on the rating outlook.

While Conti's Q4/2008 operating results still held up relatively
well, Moody's believes that the current slump in world-wide
automotive production volumes could affect earnings markedly in
2009.  As a result Moody's see a substantial risk that 2009
leverage ratios could fall below levels incorporated into the
previous Ba1 rating (e.g. Debt/EBITDA < 4x or RCF/Net Debt > 15%).
At the same time, Moody's would expect the company's large non-OE
business (app. 30% of revenues) to be more resilient and allow for
overall positive operating results in 2009 despite adverse market
conditions.  Moreover, Moody's would expect Conti to still achieve
Free Cash Flow around break-even levels in the current year on the
back of lower capital expenditures, reduced dividends and a tight
working capital management.  In the current environment Moody's
also considers positively the strong track record of the company
in adapting operations to market changes and conducting
restructuring plans.

The 12 months liquidity of Conti remains good though Moody's
continues to caution that Conti faces a substantial refinancing
risk of EUR 3.5 billion by August 2010 from the VDO acquisition
financing.  In this context Moody's views positively that Conti
and its lenders agreed on a relaxation of financial covenants
under the VDO acquisition financing arrangements in January 2009.
However, in Moody's view this headroom could tighten again over
2009 depending on the overall development of automotive markets.

Moody's further notes that the current rating reflects the view
that there is only a limited risk that the situation at Conti's
major shareholder Schaeffler - which appears to have overstretched
its financial flexibility with the acquisition of Conti shares -
could adversely affect the position of Conti's creditors to the
extent that the financing arrangements remain independent with a
solid set of bank covenants protecting the Conti lenders. Any
concerns around that basic assumption would question the current
positioning of the rating and the rating agency will therefore
closely monitor the developments at Schaeffler.

Downgrades:

Issuer: Continental AG

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of Ba2, LGD4, 50% from a range of Ba1, LGD3, 49%

Issuer: Continental Rubber of America Corporation

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba2
     from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Ba2, LGD4, 50% from a range of Ba1, LGD3, 49%

Moody's last rating action on Conti was a downgrade to Ba1
(negative outlook) from Baa3 (ratings under review for possible
downgrade) on December 18, 2008.

Headquartered in Hannover, Germany, Continental AG is one of the
top automotive suppliers worldwide in the areas chassis and safety
technology, interior and infotainment and powertrain as well as
the world's fourth-largest manufacturer of passenger and
commercial vehicle tires. In 2008 Conti generated consolidated
sales of EUR 24 billion.

                           *     *     *

Bloomberg's Bill Rochelle notes that Continental AG enjoyed
investment-grade status until November.  He says that since then,
it has been downgraded twice by Moody's, with yesterday's action
lowering the corporate peg another step to Ba2, the second-highest
in junk territory.


CROSSROADS WIRELESS: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crossroads Wireless, Inc.
        5 North McCormick
        Oklahoma City, OK 73127
        Tel: (405) 235-5589

Bankruptcy Case No.: 09-10698

Type of Business: The Debtor provides wireless communication
                  services.

                  http://www.crossroads.us/

Chapter 11 Petition Date: February 20, 2009

Court: Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: G. Blaine Schwabe, III, Esq.
                  gschwabe@mswerb.com
                  Mock Schwabe Waldo Elder Reeves & Bryant
                  211 North Robinson
                  Fourteenth Floor, Two Leadership Square
                  Oklahoma City, OK 73102
                  Tel: (405)235-1110
                  Fax: (405)235-0333

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Lesher Russell & Barron Inc.   trade             $45,000
1919 S. Eads St., Ste. 103
Arlington, TX 22202

Wilkinson Barker Knauer LLP    trade             $16,411
2300 N. Street, NW Ste. 700
Washington, DC 20037

Cole & Reed PC                 trade             $13,000
531 Couch Drive, Ste. 200
Oklahoma City, OK 73102

Latham & Watkins LLP           trade             $5,053

The petition was signed by Jason Narrell, chief executive officer.


DARSHANS MISSOURI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Darshan's Missouri Stations One, Inc.
        9653 N. Granville Rd.
        Mequon, WI 53097
        Tel: (262) 242-4800

Bankruptcy Case No.: 09-21849

Chapter 11 Petition Date: February 19, 2009

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

Company Description: The debtor operates gas stations and
                     convenience stores.

Debtor's Counsel: Michael P. Dunn, Esq.
                  757 North Broadway, Suite 600
                  Milwaukee, WI 53202
                  Tel: (414) 277-8515
                  Email: michaeldunnlaw@aol.com

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

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

The petition was signed by Darshan S. Dhaliwal, president of the
company.

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

             http://bankrupt.com/misc/wieb09-21849.pdf


DAVIS FAMILY TRUST: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Davis Family Revocable Trust
        1501 Kenilworth Avenue NE
        Washington, DC 20019

Bankruptcy Case No.: 09-00130

Chapter 11 Petition Date: February 19, 2009

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

Judge: S. Martin Teel, Jr.

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

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

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

The petition was signed by Frank Davis, trustee of the debtor.

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

             http://bankrupt.com/misc/dcb09-00130.pdf


DEVONSHIRE PLAZA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Devonshire Plaza L.L.C.
        13107 S. Morrow Circle
        Dearborn, MI 48126

Bankruptcy Case No.: 09-30805

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Joanna E. Baron, Esq.
                  1900 Monroe St., #113
                  Toledo, OH 43604
                  Tel: (419)243-0020
                  Fax: (419)243-3145
                  Email: Joannabaron@att.net

Total Assets: $2,498,400

Total Debts: $2,710,281

The petition was signed by Issa Sobh, owner of the Company.

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

             http://bankrupt.com/misc/ohnb09-30805.pdf


DISTRIBUTED ENERGY: Court Extends Plan Filing Period to March 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Distributed Energy Systems Corp. and NPS Liquidating,
Inc.'s exclusive period to propose a plan through and including
March 2, 2009, and the Debtors' exclusive period to solicit
acceptances of a plan through and including May 1, 2009.

The Debtors sought the extension before they filed a request to
convert their cases to Chapter 7 liquidation.

                     About Distributed Energy

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power Systems Inc., now known as NPS Liquidating 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.


DISTRIBUTED ENERGY: Wants Chapter 11 Cases Converted to Chapter 7
-----------------------------------------------------------------
Distributed Energy Systems Corp. and its wholly owned subsidiary,
NPS Liquidating Inc., f/k/a Northern Power Systems, Inc., ask the
U.S. Bankruptcy Court for the District of Delaware to convert
their Chapter 11 cases to cases under Chapter 7 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on July 21, 2008, the
Court approved the sale of 100% of the outstanding equity
interests of Proton Energy Systems, Inc. to F9 Investments, LLC.
The Proton Sale closed on July 25, 2008.

Few days before that, the Court approved, among other things, the
sale of certain of the assets of Northern Power Systems, Inc. to
CB Wind pursuant to an Asset Purchase Agreement, dated July 17,
2008, by and between the Debtors and CB Wind.  The Northern Sale
closed on Aug. 15, 2008.

On Aug. 19, 2008, the Court approved the sale of the Northern
servicing business and certain related property to Endurant Energy
Systems, LLC pursuant to an Agreement dated as of July 3, 2008, by
and between Distributed Energy, Northern and Endurant.  The sale
closed shortly thereafter.

On July 31, 2008, the Official Committee of Unsecured Creditors
filed a complaint against Perseus Partners VII, L.P., the Debtors'
pre- and postpetition lender, for equitable recharacterization or,
alternatively, equal subordination, of Perseus' claim.  On Aug.
19, 2008, Perseus declared a default under its postpetition
financing agreement with the Debtors, and prohibited the Debtors'
use of cash collateral for specific purposes.

The Committee and Perseus exchanged detailed proposals on several
occasions and engaged in a Court-supervised mediation process in a
concerted effort to reach a global resolution of the issues
between the Committee and Perseus, including settling the
Committee Complaint and resolving the dispute over the escrowed
proceeds of the Northern Sale and the Northern Servicing Sale.
The Debtors were hopeful that through these negotiations and the
mediation they could also reach an agreement with Perseus that
will provide for the consensual use of Perseus' cash collateral as
well as a roadmap for winding up these cases.  However, despite
the Debtors' best efforts to do so, a global resolution has not
been reached, and the Debtors have determined, in their business
judgement, that there is a significant possibility that one will
not be reached prior to the hearing on this motion.

In view of the foregoing, and because the Debtors have already
liquidated all of their assets, have no ongoing business
operations, have no authority to use cash collateral and absent a
settlement, may be administratively insolvent, the Debtors tell
the Court that they have determined that there is no reasonable
likelihood of their rehabilitation and are thus unable to
effectuate a plan of liquidation.

For the above stated reasons, the Debtors tell the Court that
their Chapter 11 cases should be converted to cases under Chapter
7 of the Bankruptcy Code.

                        Distributed Energy

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.


DUANE MILLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Duane A. Miller
        101 Beaver Dam Road
        Fairhope, AL 36532

Bankruptcy Case No.: 09-10789

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.com

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

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

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

             http://bankrupt.com/misc/alsb09-10789.pdf


EDDIE BAUER: Covenant Compliance Concerns Cue S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Bellevue, Washington-based specialty apparel retailer Eddie Bauer
Holdings Inc., including the corporate credit rating, which S&P
lowered to 'CCC' from 'B-'.  The outlook is negative.

"The downgrade reflects our concern that Eddie Bauer will breach
financial covenants of its term loan in the first quarter of 2009
due to the tightening of covenants in its credit agreement," said
Standard & Poor's credit analyst Diane Shand, "and our
expectations that profitability will decline at least through the
first half of 2009."  The company has hired an outside advisor to
explore possible modifications to its current debt terms.


ENNSTONE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ennstone Inc.
        dba Keplinger Limestone
        dba Fredericksburg Sand & Gravel
        dba Ennstone Aggregates (North)
        dba Handyman Concrete
        dba Ennstone Aggregates (South)
        dba Three Rivers Aggregates
        dba Colonial Concrete
        dba Deep Creek Redi-Mix
        dba E&E Materials Handling
        dba B&B Concrete
        dba Atlantic States Materials of Pennsylvania
        dba Roxbury Ready Mix
        dba Bluestone Concrete
        dba Colonial Mega Mix
        dba Valley Redi Mix
        301 Warrenton Road
        Fredericksburg, VA 22405

Bankruptcy Case No.: 09-31204

Type of Business: The Debtor offers construction services.

                  See: http://www.ennstone.co.uk

Chapter 11 Petition Date: February 24, 2009

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: David I. Swan, Esq.
                  dswan@mcguirewoods.com
                  McGuire Woods LLP
                  1750 Tysons Blvd. Suite 1800
                  McLean, VA 22102
                  Tel: (703) 712-5365

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Essroc Materials Inc.          Trade debt        $848,922
3251 Bath Pike
Mike Josephson
Nazareth, PA 18064

Shelly Materials               Trade debt        $294,193
80 Park Drive
Devin Radabaugh
Thornville, OH 43076

Carter Machinery               Trade debt        $195,095
PO BOX 751053
Charlotte, NC 28275

Cincinnati Insurance           2007 Insurance    $170,000
Company                        Premium

Kemper Equipment, Inc.         Trade debt        $169,830

Anthem Blue Cross/Blue         Health Care       $166,824
Shield                         Administrator

Reed Oil Company               Trade debt        $146,843

United Refining Company,       Trade debt        $144,033
Inc.

P.B.R. Logistics, LLC          Trade debt        $96,782

Luck Stone Corporation         Trade debt        $93,981

Cleveland Brothers Inc         Trade debt        $82,077

Dyno Nobel, Inc.               Trade debt        $71,944

Carmeuse Lime & Stone          Trade debt        $70,044

Triangle Gasoline              Trade debt        $68,894

Jones Trucking, Inc.           Trade debt        $58,568

Foster Fuel & Cool Co.         Trade debt        $58,370

Quarles Fuel Network           Trade debt        $56,265

Little Tire Company            Trade debt        $54,000

Walker Sand & Stone, Inc.      Trade debt        $50,194

Grace Construction Products    Trade debt        $37,771

The petition was signed by Mark Elliott, president.


ENVIRONMENTAL TECTONICS: Gets $2MM Loan From Shareholder Lenfest
----------------------------------------------------------------
Environmental Tectonics Corporation on February 20, 2009,
completed a transaction with H.F. Lenfest pursuant to which Mr.
Lenfest made a loan to ETC in the principal amount of $2,000,000.
The Loan is to be used by ETC solely in connection with working
capital funding to support ETC's bid on a contract with the United
States government.

The terms of the Loan are set forth in a Secured Promissory Note,
dated February 20, 2009, by ETC in favor of Mr. Lenfest.  The Note
accrues interest at the rate of 15% per annum, compounded
annually.  This interest rate will be reduced to 10% per annum if
ETC receives the Shareholder Approval.  In the event of a default
under the Note, the interest rate will be increased by six
percentage points.  Interest is payable on the maturity date, at
the option of Mr. Lenfest, in cash, in shares of a new series of
preferred stock that ETC intends to create or in shares of ETC
common stock.  The Note will mature on the earlier of:

   (i) three days following the date ETC is informed by the
       Government or otherwise learns that it has been denied or
       will not be awarded the Government Contract,

  (ii) six months following the date of the Note if ETC has not
       obtained the affirmative vote of the shareholders of ETC
       in connection with a new financing transaction with
       Mr. Lenfest on or before the Shareholder Approval Date; or

(iii) three years following the date of the Note.

ETC may prepay the Note at any time without premium or penalty.

The Note provides for customary events of default with
corresponding grace periods, including the failure to pay any
principal or interest when due, failure to comply with covenants,
material misrepresentations, certain bankruptcy, insolvency or
receivership events, imposition of certain judgments and the
liquidation of ETC.  In connection with the Loan, ETC will pay to
Mr. Lenfest an origination fee of 20,000 shares of ETC common
stock.

The obligations of ETC to Mr. Lenfest under the Note are secured
by the grant of a first and prior security interest in all of the
personal property of ETC pursuant to the terms of a Security
Agreement made by ETC in favor of Mr. Lenfest.

In connection with the Loan, ETC issued to Mr. Lenfest a warrant
to purchase 143,885 shares of ETC common stock, at an exercise
price per share equal to $1.39, which is equal to the average
price of ETC common stock for the 120 trading days immediately
preceding the date of the Warrant.  If the Note is not repaid in
full on or before June 24, 2009 or ETC does not obtain the
affirmative vote of the shareholders of ETC to the transactions
contemplated by the Warrants by the 60th day following the date on
which ETC and Mr. Lenfest enter into definitive agreements
relating to a new financing transaction with Mr. Lenfest -- which
date may be extended by 30 days if the Securities and Exchange
Commission provides comments to the proxy statement filed by ETC
in connection with the Shareholder Approval but which date will be
no later June 24, 2009 -- then Mr. Lenfest will be entitled to
purchase 719,424 shares of ETC common stock under the Warrant.

Further, if the Note is not repaid in full on or before June 24,
2009 or ETC does not obtain Warrant Approval by the Shareholder
Approval Date, the exercise price per share of the Warrant will be
decreased to $0.69.  The Warrant may be exercised at any time
until the seventh anniversary of its issuance.  The Warrant
contains anti-dilution protection for issuances of ETC's common
stock or securities convertible into ETC's common stock at prices
below the exercise price of the Warrant.  Notwithstanding the
terms of the Warrant, ETC will not be required to issue shares of
Common Stock in excess of the maximum number permissible under
Section 713 of the Listing Standards, Policies and Requirements of
the NYSE Alternext US Company Guide or any successor rule unless
the issuance of the Warrant and the shares of ETC common stock
issuable upon exercise of the Warrant have been approved by the
Company's shareholders.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

                           *     *     *

As reported by the Troubled Company Reporter on February 17, 2009,
Environmental Tectonics received a letter from NYSE Alternext US
LLC, the successor to the American Stock Exchange, stating that
the Company was not in compliance with Section 704 of the NYSE
Alternext US Company Guide which requires the Company to hold a
meeting of shareholders on an annual basis.  The non-compliance
with Section 704 of the NYSE Alternext US Company Guide makes the
Company's common stock subject to being delisted from the NYSE
Alternext US LLC.


EUBANKS ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Eubanks Enterprises, Inc.
        1060 North Kings Highway, Suite 100
        Cherry Hill, NJ 08034
        Tel: (856) 321-8250

Bankruptcy Case No.: 09-14137

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Company Description: The Debtor operates a franchised
                     KFC restaurant.
                     See: http://www.eubanksenterprise.com

Debtor's Counsel: Edmond M. George, Esq.
                  Obermayer, Rebmann, Maxwell & Hippel
                  1617 JFK Boulevard, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Fax: (215) 665-3165
                  Email: edmond.george@obermayer.com

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

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

The petition was signed by William Eubanks III, president of the
company.

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

             http://bankrupt.com/misc/njb09-14137.pdf


FILLMORE PROFESSIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Fillmore Professional Business Park, LLC
        C and River Streets
        Fillmore, CA 93015
        Tel: (805) 526-5858
        Email: info@fillmorebp.com

Bankruptcy Case No.: 09-10513

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Company Description: The debtor is developing the Fillmore
                     Professional Business Park, which will
                     consist of court freestanding class "A"
                     office buildings for medical, professional
                     and retail.

                     See: http://fillmorebp.com/

Debtor's Counsel: Peter Susi, Esq.
                  7 W Figueroa, 2nd Floor
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.com

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

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

The petition was signed by Kenneth Karasiuk, manager of the
Company.

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

             http://bankrupt.com/misc/cacb09-10513.pdf


FIRST AMERICANS: Principals Snub Bankruptcy Hearing
---------------------------------------------------
Lisa Munger at The Independent reports that First Americans
Insurance Service' principals -- James Masat, Ken Mottin, and
Stella Levea -- didn't attend a bankruptcy hearing on Friday.

According to The Associated Press, First Americans filed for
Chapter 11 bankruptcy protection on January 12, listing
$100 million to $500 million in liabilities owed to more than 200
creditors, $1 million to $10 million in debts.

The Independent relates that more than 150 people attended the
hearing in Lincoln, some hoping for the chance to confront the
agents from First Americans who they accused of fraud.

The Independent states that Messrs. Masat and Ken Mottin and Ms.
Levea are being investigated for an alleged sham that some,
including Attorney General Jon Bruning, say bears the classic
signs of a Ponzi scheme.  Investigators, The AP relates, are
trying to find out how more than $100 million disappeared.
Messrs. Masat and Mottin and Ms. Levea agreed in January 2009 to
have their insurance licenses revoked, without admitting or
denying the allegations made against them, The AP notes.

According to The Independent, Gary Shovlain said on behalf of the
creditors committee that the group believes reconstituting First
American is the best chance for getting some of their money back.
First Americans, says the report, owes Mr. Shovlain more than $3.5
million.  The report quoted him as saying, "We have come to the
conclusion, as a committee, that our best hope -- probably only
hope -- is to keep this company going.  If it is liquidated, we're
liable to get nothing, pennies on the dollars."

Robert Craig, an attorney for First American, said that nobody
will be getting any money anytime soon, and some officials at the
hearing agreed that the complexity of the case means it will take
time to sort everything out, The Independent relates.   according
to The AP, Mr. Craig said that the bankruptcy case is too complex
and the debt too big for any of the hundreds of people who
invested in promissory notes to get money for their claims.

Workers were aware there was a promissory note program at First
American, and The Independent states, citing the company's office
manager Colleen Goodwin and insurance agent Todd Procopio.
According to the report, Mr. Procopio said, "Everyone knew about
the loan program.  But the insurance agency, the girls in the
office that worked strictly with the insurance agency, did nothing
else."  Mr. Goodwin, the report states, said that there were other
aspects of the business that were handled only by the principals.

There will be little money for investors if First American
liquidated, the AP says, citing Mr. Craig.

Grand Island, Nebraska-based First Americans Insurance Service,
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection on Jan.
12, 2009 (Bankr. D. Neb.  Case No. 09-40067).  Robert F. Craig,
Esq., at Robert F. Craig, P.C., assists the company in its
restructuring effort.  The company listed $1 million to
$10 million in assets and $100 million to $500 million in
liabilities.


FLYING J: Berry Petroleum Reports $38.5MM Write-Off on Bankruptcy
-----------------------------------------------------------------
Berry Petroleum Company on Tuesday reported a net loss of
$12.0 million for the fourth quarter ended December 31, 2008,
compared to $32.3 million in the fourth quarter of 2007.  Berry
Petroleum said the net loss resulted from a write-off of
$38.5 million (pre-tax) of accounts receivable due from Big West
of California, a subsidiary of Flying J, as a result of their
bankruptcy filing in December 2008.  Berry Petroleum explained the
write-off included crude oil sales for all of November 2008 and 22
days of December 2008 production from most of Berry Petroleum's
California properties.

Denver, Colorado-based Berry Petroleum posted net income of
$134 million for the 12 months ended December 31, 2008, up 3% from
2007 net income of $130 million.  Berry Petroleum said the
reported net income includes items that affect year-on-year
comparisons such as the Flying J bankruptcy, dry hole &
abandonment expense and reductions to rig carrying values.  In
total, for the full-year 2008, these items decreased net income by
roughly $25 million and the Flying J bankruptcy accounts for 84%
of this decrease, Berry Petroleum said.

Berry Petroleum also disclosed that subsequent to the Flying J
bankruptcy, Berry entered into short-term contracts with other
parties to receive all of its California production.

On February 19, 2009, Berry Petroleum executed a second amendment
to its senior secured credit facility which, among other things,
increased the maximum EBITDAX to total funded debt ratio to 4.75
through year-end 2009, to 4.50 through year-end 2010 and to 4.00
thereafter; and exclude the write off of $38.5 million to bad debt
expense associated with the bankruptcy of Big West of California
from the calculation of EBITDAX.

                          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: Wants to Retain Grant Thornton as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Flying J Inc. and
its related debtor entities asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ and retain Grant
Thornton LLP as its financial advisor, nunc pro tunc to Jan. 7,
2009.

As the Committee's financial advisor, Grant Thornton will:

   i) assist and advise the Committee in the analysis of the
      current financial position of the Debtors;

  ii) assist and advise the Committee in its analysis of the
      Debtors' business plans, cash flow projections,
      restructuring programs, selling, general and administrative
      structure and other reports or analyses prepared by the
      Debtors or their professionals;

iii) assist and advise the Committee in its analysis of proposed
      transactions or other actions for which the Debtors or
      other parties in interest seek Court approval including,
      but not limited to, evaluation of competing bids in
      connection with the divestiture of corporate assets, DIP
      financing or use of cash collateral, assumption/rejection
      of leases, extensions of exclusivity, objections to claims
      or liens, and other executory contracts, management
      compensation and/ or retention and severance plans;

  iv) assist and advise the Committee in its analysis of the
      Debtors' internally prepared financial statements and
      related documentation, in order to evaluate performance of
      the Debtors as compared to its projected results;

   v) attend and advise at meetings/calls with the Committee and
      its counsel and representatives of the Debtors and other
      parties;

  vi) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of potential plans or strategic transactions
      including the value of consideration that is to be provided
      thereunder;

vii) assist and advise the Committee in its analysis of the
      Debtors' hypothetical liquidation analyses under various
      scenarios; and

viii) assist and advise the Committee in such other services as
      may be necessary and advisable to support the foregoing
      Services, including but not limited to, other bankruptcy,
      reorganization and related litigation support efforts, tax
      services, valuation assistance, corporate finance/M&A
      advice, compensation and benefits consulting, or other
      specialized services as may be requested by the Committee
      and agreed to by GT, which may require separate written
      engagement letters and/or orders of the Court.

Loretta R. Cross, a partner at Grant Thornton LLP, assures the
Court that GT is a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code, and that the firm has no
interest materally adverse to the interest of the estates or of
any class of creditors or equity security holders.

Grant Thornton will charge the Committee its standard hourly
rates, subject to a cap of $550 per hour for any GT professional,
subject to further order of the Court, and subject further to a
capped blended rate of $450 per hour.

                          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: Committee Objects to $10 Million from Merrill Lynch
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Flying J Inc., et
al., objects to the motion of the Flying J and certain of its
affiliates for authority to obtain up to $10,000,000 of secured
postpetition loans from Merrill Lynch Commodities, Inc. ("ML"),
for the purpose of flushing out the winter mix product from the
Longhorn Pipeline Inc.'s pipeline in order that it can be sold
before the end of the winter season.

As reported in the Troubled Company Reporter on Feb. 24, 2009, the
Debtors told 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 parties in
interest.

The Committee disagrees.  The Committee tells the Court that
nothwithstanding the severe liquidity crisis facing Flying J,
which continues today, the Debtors propose using some of Flying
J's "precious" cash (up to $10 million) and borrowing up to
another $10 million from ML to flush out the winter mix product
form LPI's pipeline.  The Committee adds that the primary
beneficiaries of this transaction are the ML Pre-Petition Lenders
(affiliates of Merrill Commodities) because the product swap
preserves the value of their collateral and reduces the risk
associated with holding a seasonable product, while placing all
the risk and cost on the unsecured creditors of Flying J.  Other
terms of the proposed financing, the Committee says, compromise
the rights of unsecured creditors of Flying J and provide the ML
prepetition lenders with unacceptable leverage even after the DIP
Loan is repaid.

The ML Pre-Petition Lenders assert a lien on the product in the
pipeline to secure prepetition debt of approximately $45 million.

The Committee informs the Court that the proposed terms of the
financing are overreaching and unreasonable and should not be
approved as proposed.  The Committee has requested modifications
to the DIP Loan and proposed use of cash collateral that it
believes are necessary to protect the interests of creditors.  ML
and Flying J have agreed to modify some, but not all, of the
objectionable terms.  Accordingly, the Committee objects to the
proposed financing to the extent that it continues terms and
conditions that are unreasonable and offensive and because it will
benefit the ML Pre-Petition Lenders to the detriment of creditors
of Flying J's estate.

Specifically, the Committee raises these concerns with respect to
the terms of the DIP Loan:

  A. The Court should not grant automatic relief from stay to
     foreclose on the Linefill when the Pre-Petition Lenders's
     Equity Cushion is 22%.

  B. The proposed "Success" Fee is unreasonable.

Foregoing considered, the Committee asks the Court to approve the
DIP Loan only after the Committee's objects are addressed.

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 will 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.

  Collateral:        First Lien on (1) Pushed Product, (2)
                     receivables generated from the slae of such
                     Pushed Product, (3) Purchased Product until
                     title passes to LPI, (4) all sales contracts
                     for Pushed Procuct and proceeds thereof.  In
                     addition, LPI will grant to ML a second lien
                     on all existing collateral of the LPI Pre-
                     Petition Secured Lender.

  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, payable as an increased claim
                     on the Maturity Date.  In no event will 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 Debtor has requested 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.

A full-text copy of the Debtors' DIP Facility Motion, dated
Feb. 18, 2009, is available at:

      http://bankrupt.com/misc/FlyingJ.DIPFacilityMotion.pdf

                          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: Committee May Employ Pachulski Stang as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of Flying J Inc. and
its debtor-affiliates permission to employ Pachulski Stang Ziehl &
Jones LLP as its counsel, nunc pro tunc to Jan. 5, 2009.

As reported in the Troubled Company Reporter on Jan. 29, 2009,
Pachulski Stang will:

   a) assist, advise and represent the Committee in its
      consultations with the Debtors regarding the administration
      of these cases;

   b) assist, advise and represent the Committee with respect to
      the Debtors' retention of professionals and advisors with
      respect to the Debtors' businesses and these cases;

   c) assist, advise and represent the Committee in analyzing
      the Debtors' assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales, any asset dispositions,
      financing arrangements and cash collateral stipulations or
      proceedings;

   d) assist, advise and represent the Committee in any
      manner relevant to reviewing and determining the Debtors'
      rights and obligations under leases and other executory
      contracts;

   e) assist, advise and represent the Committee in
      investigating the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the Debtors' operations
      and the desirability of the continuance of any portion of
      those operations, and any other matters relevant to this
      case or to the formulation of a plan;

   f) assist, advise and represent the Committee in its
      participation in the negotiation, formulation and drafting
      of a plan of liquidation or reorganization;

   g) advise the Committee on the issues concerning the
      appointment of a trustee or examiner under Section 1104;

   h) assist, advise and represent the Committee in
      understanding its powers and its duties under the
      Bankruptcy Code and the Bankruptcy Rules and in performing
      other services as are in the interests of those represented
      by the Committee;

   1) assist, advise and represent the Committee in the
      evaluation of claims and on any litigation matters,
      including avoidance actions; and

   J) provide other services to the Committee as may be
      necessary in these cases.

The firm's professionals and their compensation rates are:

      Professional                    Hourly Rate
      ------------                    -----------
      Robert J. Feinstein, Esq.          $795
      Debra 1. Grassgreen, Esq.          $695
      James E. O'Neil, Esq.              $535
      Ilan D. Scharf, Esq.               $425
      David A. Abadir, Esq.              $350
      Kathe F. Finlayson, Esq.           $225

Robert J. Feinstein, Esq., a partner of the firm, assured the
Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                           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 their
creditors, they listed assets of more than $1 billion and debts of
between $100 million and $500 million.


FLUID ROUTING: Auction for Assets Set for March 23
--------------------------------------------------
Although it has signed a contract with a buyer, Fluid Routing
Solutions Inc. will further market test its assets at an auction
on March 23.

An affiliate of Sun Capital Partners Inc., the owner of Fluid
Routing, has signed a contract to buy Fluid Routing for
$11 million absent higher and better offers for the Company.

Under the proposed bid procedures, competing offers are due March
20, and a hearing is set for March 24, according to Blomberg's
Bill Rochelle.

Fluid Routing has arranged a $12 million debtor-in-possession loan
with Sun Fluid Routing Finance LLC, to finance its Chapter 11
proceedings.  However, the loan matures in 120 days, and requires
the Debtors to obtain approval from the U.S. Bankruptcy Court for
the District of Delaware for the sale of their assets within 35
days or by March 13.

The lender, Sun FR, which is also owed $10 million for a senior
subordinated secured promissory note, is an affiliate of Sun
Capital Partners, Inc., the parent of the Debtors.

The filing by Fluid is the 10th by a Sun Capital investment since
January 2006, according to Bloomberg's Bill Rochelle.

                      About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc. and three affiliates filed for
Chapter 11 on Feb. 6 (Bank.  D. Del., Lead Case No. (09-10384).
Judge Christopher Sonchi handles the case.

Michael R. Nestor, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor LLP, and Neil E. Herman, Esq., at
Morgan Lewis & Bockuis LLP, are the Debtors' counsel.  Mesirow
Financial Interim Management, LLC, is the Debtors' financial
advisors.  Fluid Routing in its bankruptcy petition estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


FOAMEX INT'L: Receives Court Approval of First Day Motions
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
relief requested by Foamex International Inc., in its First Day
Motions filed in conjunction with its voluntary filing for
reorganization under chapter 11 of the U.S. Bankruptcy Code.

Foamex received Court authorization to, among other things:

   -- Utilize up to $20 million of the Company's $95 million
      debtor-in-possession (DIP) financing on an interim basis to
      satisfy customary obligations associated with its ongoing
      operations as it seeks to restructure its balance sheet.  A
      hearing at which the Company will seek final court approval
      for the full amount of the DIP facility and other First Day
      Motions has been scheduled for March 16, 2009;

   -- Provide employee wages, reimbursements, health care
      coverage, and similar benefits without interruption;

   -- Continue customer practices and programs;

   -- Establish a limited critical vendor program; and

   -- Ensure the continuation of the Company's cash management
      systems and other business operations.

Jack Johnson, Foamex's President and Chief Executive Officer,
stated, "Receiving interim approval of the DIP financing greatly
enhances our liquidity position at the outset of this process.
Combined with the revenues generated from ongoing operations, the
up to $20 million of initial DIP financing as well as the other
First Day approvals will enable us to continue business as usual
and remain focused on meeting the needs of our customers while we
restructure our debt."

                   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.

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

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


FORD MOTOR: Will Cut Executives' Salaries by 30% for Two Years
--------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co. Executive Chairperson William Ford Jr. and Chief Executive
Alan Mulally said that the company's executives agreed to take a
30% reduction in their salaries over the next two years.

According to WSJ, Ford Motor said in a memo sent to its workers on
Tuesday that the board of directors will forego the cash portion
of its members' compensation this year.  Performance bonuses for
salaried employees and senior executives for this year will be
eliminated.

Citing Messrs. Ford and Mulally, WSJ states that Ford Motor isn't
changing its stance on not receiving government financial support.
"Importantly, we remain firm in our resolve to operate without
needing to access a bridge loan from the U.S. government," the
report quoted Messrs. Ford and Mulally as saying.

General Motors Corp.'s Purchasing Chief Bo Andersson and Ford
Motor's Purchasing Chief Tony Brown have met separately with the
auto task force and adviser Ron Bloom, Matthew Dolan, Neil King
Jr., and John D. Stoll at WSJ report, citing people familiar with
the matter.

According to WSJ, the task force discussed during the meeting a
range of options with the Ford Motor and GM executives.

WSJ relates that auto suppliers have been worried over their
finances in recent months.  The industry's trade group, the Motor
& Equipment Manufacturers Association, submitted a proposed rescue
plan to the Treasury Department on February 13, 2009, and sent a
letter a week later to President Barack Obama asking that
"immediate attention" be paid to their predicament, arguing that
at least a million jobs were at risk.  Treasury officials,
according to WSJ, said that they are paying close attention to the
problem, and are in talks with the firms affected.

       Ford Cuts Auto Insurance Costs Through New Vehicles

Ford Motor is opening an industry-first technology center in
Inkster, Michigan, dedicated to finding design solutions and
repair procedures that will lower repair costs and ultimately
drive down auto insurance premiums.

The new Ford Paint and Body Technology Center in Inkster will
leverage the combined expertise of Ford Motor's repair and safety
experts, auto repair technicians and insurance companies.  Ford
Motor's goal is developing affordable, innovative vehicle designs,
replacement parts and repair procedures that lower the cost to fix
a damaged vehicle.

"Our bottom line for this new initiative is simple: If your
vehicle costs less to repair, it's going to cost less to insure,"
said Darryl Hazel, president, Ford Customer Service Division
(FCSD).  "The work Ford will perform at the new Paint and Body
Technology Center will help reduce insurers' repair costs so they
can drive down auto insurance premiums for consumers."

Ford Motor's new Paint and Body Technology Center is funded by a
$650,000 investment made by collision repair product, equipment
and service suppliers.  Those partners, along with insurance
companies, are collaborating with Ford by providing repair
recommendations early in a new vehicle's development.  They also
will utilize the facility to train certified repair technicians.

Designing to Reduce Damage

Ford Motor's Paint and Body Technology Center is merging
operations with Ford's existing Safety Crash Test Analysis
building to identify potential repair issues and refine designs to
help dealers and other auto repairers more affordably repair
vehicles to pre- accident condition, ensuring safety and quality.
Many new affordable repair designs are expected to be designed
into vehicles earlier in development so they can be analyzed
during crash and durability testing.

After crashes, the repair engineering team works to develop
specific repair procedure recommendations for body shops.

2009 F-150's Affordable Frame Fixes

Ford Motor repair and safety engineers first began collaborating
on the new 2009 Ford F-150.  During the early development period,
engineers realized new materials -- including ultra-high-strength
steel and boron -- made the new truck safer, but also could make
it more expensive to repair after a collision.

"The extensive use of advanced technologies and materials in the
2009 F- 150 required specific procedures and repair
recommendations for the industry," said Gerry Bonanni, Ford
Collision Repair Senior Engineer.

To address the issue, Ford Motor developed special front and rear
frame section kits that can be used rather than having to replace
the entire frame.  Partial frame repairs cost at least $2,000 less
than full frame replacements and will save vehicles that before
may have been totaled based on some state repair laws.

The success of the collaboration on repair procedures for the F-
150 led to the decision to open the new facility.

"We're now able to prepare repair procedure manuals in advance for
all of our new vehicles," said Mark Albrant, Customer Service
Engineering supervisor.  "This effort saves insurers repair costs
so they can reduce consumers' auto insurance premiums.  At the
same time, repairs can be done with safety- approved procedures
that help ensure the vehicle's quality is restored."

Ford Motor's Affordability

Ford Motor recognizes affordability, including insurance costs, is
a key concern for consumers.  In 2008, the National Highway
Traffic Safety Administration reported that Ford Motor had more
collision insurance cost segment leaders than any other
automakers.  And, four of its cars and trucks are on Insure.com's
Top 10 Least Expensive Vehicles to Insure, which is more than any
other automaker.

According to the Highway Loss Data Institute, the four-door 2008
Ford Focus saw a 13 percent improvement in average insurance loss
payments compared to the 2007 model as a result of design
improvements.

"The work that Ford Motor's repairability experts already have
done with Ford's safety engineers has made the Focus's bumper
bigger and stronger to better protect adjacent components," said
Larry Coan, Ford Damageability Engineer.  "The new Paint and Body
Technology Center will allow us to develop even more affordable
repairs before vehicles launch."

Ford also helped to reduce insurance premiums for Mustang owners
by making improvements to its overall repairability based on
consultation with insurance industry repairability experts.  The
cost of insuring a 2008 Mustang is approximately 25 percent lower
than it was on 2006 models and 50 percent lower than on 2004
models, according to a leading U.S. insurance company.

Lower Part Prices

Ford Motor is building in more affordable repairs and is
significantly reducing prices for genuine Ford replacement
collision parts to its dealers and repair shops.  In 2008, Ford
Motor reduced prices on more than 6,000 of its highest volume
replacement parts.  Using genuine Ford parts insures the same
quality, fit, structural integrity, corrosion resistance and dent
resistance of Ford's original parts, as well as helping insure
proper functionality of safety systems damaged in accidents.

                         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: Lead Bidders Offer to Accept Gift Cards
-----------------------------------------------------------
Hilco Merchant Resources LLC and Gordon Bros. Retail Partners LLC
have been designated the "stalking horse" bidders for the going-
out-of business sales for Fortunoff Holdings Inc.

According to the Bloomberg News, the lead bidders have offered to
honor customer gift cards until March 8.

As reported in yesterday's Troubled Company Reporter, Fortunoff
has stopped honoring gift cards effective February 17. According
to Bloomberg's Bill Rochelle, the Company said in substance that
bankruptcy law prohibits accepting gift cards.

Fortunoff has 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.

Great American Group WF LLC, Hudson Capital Partners LLC, SB
Capital Group LLC and Tiger Capital Group LLC made a competing
offer to Hilco/Gordon, Bloomberg said.

                     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
53
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter. It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.
Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,
filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., at
Sidley Austin LLP, represents the Debtors in their restructuring
efforts. The Debtors proposed Zolfo Cooper LLC as their special
financial advisor and The Garden City Group Inc. as their claims
agent. When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.
This is the second bankruptcy filing by Fortunoff. In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


FORTUNOFF HOLDINGS: U.S. Trustee Seeks Chapter 7 Conversion
-----------------------------------------------------------
The U.S. Trustee is seeking the conversion of Fortunoff Holdings
Inc.'s bankruptcy cases to liquidation proceedings under
Chapter 7, Bloomberg's Bill Rochelle said.  If the U.S. Trustee
prevails, a trustee will replace Fortunoff's management in leading
the liquidation of Fortunoff.

The U.S. Trustee, according to Mr. Rochelle, says the new Chapter
11 case again may be only for the benefit of secured creditors and
should be converted to Chapter 7.

In its first bankruptcy case, Fortunoff Holdings, then known as
Fortunoff Fine Jewelry and Silverware LLC, sold substantially all
its assets to NRDC Equity Partners for about $80 million, but
later sought dismissal of its case, escaping a Chapter 11 plan
confirmation process.  The United States Bankruptcy Court for the
Southern District of New York, in approving the dismissal,
determined that Fortunoff Fine Jewelry and its debtor-affiliates
have (i) completed the winding up of their business affairs, (ii)
have either fully liquidated their assets or abandoned those
assets of inconsequential value not reasonably capable of
liquidation, and (iii) no prospect of any distribution to holders
of prepetition priority, general unsecured
claims or equity holders.

Fortunoff in its Chapter 22 case has asked the Bankruptcy Court to
approve bidding procedures for the sale of substantially all of
their assets as a going concern, subject to competitive bidding
and auction.  Liquidators have submitted offers for going-out-of-
business sales for Fortunoff.

                     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
53
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.


FREEGOLD VENTURES: Seeks Waivers Under Equipment Loan
-----------------------------------------------------
Freegold Ventures Limited has reached an agreement with its bridge
lenders to further extend the maturity date of its
US$4.1 million in bridge loans to July 15, 2009.

Meanwhile, negotiations are continuing with Freegold's equipment
lenders regarding certain waivers required to maintain the
original May 30, 2010 maturity date, and to remove an early
repayment right that was provided to the equipment lenders.

As consideration of the bridge loan extensions, the interest rate
on the two loans is being increased from 12.5% to 15.0%, and the
lenders will be receiving extension fees consisting of 720,000
common shares of the Company, 1 million warrants to purchase
common stock of the Company for a two-year period at a price of
C$0.25/share, and a cash fee equal to 3% of loan principal,
payable upon the earlier of the receipt of new financing or
March 31, 2009.

The US$1.79 million equipment loan was put in place to allow the
Company to complete its purchase of equipment for its 1,200 ton
per day portable processing plant, and is secured by 302 acres of
private property which was purchased adjacent to the Golden Summit
property, and all of the Company's processing equipment at Golden
Summit, which includes a crushing circuit (primary impact crusher
and secondary cone crusher), a grinding circuit (3 ball mills), a
gravity-based gold recovery circuit (4 Knelson concentrators), 1.2
MW of portable diesel power generation, plus assorted support and
materials handling equipment.

Steve Manz, President and CEO of Freegold, commented "We are
grateful that our bridge lenders have provided us with the
additional time we need in which to refinance the Company.  We are
continuing to assess a variety of funding alternatives, and are
pleased to see a definite turn in the market with an increase in
the number of junior gold explorers recently having raised fresh
debt and equity in this rising gold market.  We continue to
believe that our portfolio of North American-based gold projects
are among the best advanced-stage projects currently being
explored within the junior resource sector.  Although our efforts
over the past few months have focused on our refinancing, we have
continued to compile and assess the results from our extensive
work programs in 2008, and will be providing new project updates
shortly."

"The foregoing is subject to execution of definitive documentation
and regulatory approval," Mr. Manz said.

Freegold Ventures Limited is a North American exploration and
development company. The Company is currently exploring advanced-
stage gold projects in Idaho and Alaska.  Freegold holds a 100%
lease interest in the Almaden gold project in southern Idaho, a
93% interest in the Golden Summit gold project outside Fairbanks,
Alaska, and near the Fort Knox gold mine, a 100% interest in the
Rob gold project near the Pogo gold mine in the Goodpaster Mining
District of Alaska, and has an exploration agreement with option
to lease the Vinasale gold project in central Alaska.


GENERAL GROWTH: Has $965,000 Net Loss; Repeats Bankruptcy Warning
-----------------------------------------------------------------
General Growth Properties, Inc., on Monday announced results of
operations for the fourth quarter of 2008.

General Growth posted $965,000 in net loss on $900.8 million in
total revenues for the three months ended December 31, 2008,
compared to $58.7 million in net income on $928.6 million in total
revenues for the same period in 2007.

General Growth posted $26.2 million in net income for the year,
compared to $287.9 million in 2007.

General Growth disclosed that as of December 31, 2008, the Company
had $29.5 billion in total assets, including
$168.9 million in cash and cash equivalents.  General Growth had
$24.8 billion in mortgage, notes and loans payable and
$1.7 billion in stockholders' equity.

General Growth's numbers missed analysts' estimates, according to
Daniel Taub at Bloomberg News.

General Growth said Core FFO for the fourth quarter of 2008 was
$231.0 million as compared to $271.2 million for the fourth
quarter of 2007.  Core FFO is defined as Funds From Operations
excluding the Real Estate Property Net Operating Income from the
Master Planned Communities segment and the (provision for) benefit
from income taxes.

While the aggregate of minimum rents and tenant recoveries
remained essentially flat for the quarter, overall declines in the
general economy, and the retail market specifically, impacted
General Growth's retail properties causing revenue reductions in
overage rents and other income -- for items including promotion,
sponsorship, and parking income.  Cost reductions in marketing,
repairs and maintenance, supplies, contracted services, security,
landscaping and personnel costs did not fully offset the Company's
revenue declines.

General Growth said Funds From Operations was $222.2 million in
the fourth quarter of 2008 as compared to $190.4 million in the
fourth quarter of 2007, an increase of approximately
$31.8 million.

General Growth said FFO declined in the fourth quarter of 2008 as
compared to the fourth quarter of 2007 as a result of lower
comparable NOI in the retail and other segment and higher interest
expense.

General Growth said Earnings per share were zero in the fourth
quarter of 2008 compared to $0.24 in the fourth quarter of 2007.

             2009 Maturing Debt and Liquidity Concerns

General Growth said it is primarily focused on its near and
intermediate term loan maturities.

"The refinancing market remains at a standstill.  We are
considering all strategic alternatives and are continuing our
discussions with our lenders.  In addition, we have suspended our
cash dividend, halted or slowed nearly all of our development and
redevelopment projects, systematically engaged in certain cost
reduction or efficiency programs, reduced our workforce by over
20% and sold certain non-mall assets," General Growth said.

General Growth currently has approximately $1.179 billion of past
due debt and approximately $4.09 billion of debt that could be
accelerated.  However, General Growth's lenders have not yet
exercised any of their remedy rights with respect to such debt.
In addition, General Growth has an additional $1.44 billion of
consolidated mortgage debt and approximately $595 million of
unsecured bonds scheduled to mature in the balance of 2009 that
remains to be refinanced, repaid or extended.  In the event that
General Growth is unable to extend or refinance its near and
intermediate term loan maturities, General Growth may be required
to seek legal protection from creditors.

Given the uncertainties concerning its ability to refinance
maturing loans and the impact of potential strategic alternatives,
General Growth said it will not provide Core FFO guidance for 2009
at this time.

                     Retail and Other Segment

General Growth said NOI declined 2.4% from the $718.9 million
reported for the fourth quarter of 2007 to $701.8 million for the
fourth quarter of 2008.  This reduction in NOI is primarily due to
decreased revenue primarily due to declines in overage rents and
other income.

Comparable NOI from consolidated properties decreased 4.1% in the
fourth quarter of 2008 versus the fourth quarter of 2007.
Comparable NOI from unconsolidated properties at the Company's
ownership share for the fourth quarter of 2008 declined by
approximately 10.0% compared to the fourth quarter of 2007.

General Growth said declines in termination income in 2008 (due to
certain individually large terminations in 2007) and foreign
currency translation rate differences between periods caused the
comparable NOI decline for unconsolidated properties to be
significantly larger than that of the comparable consolidated
properties.

General Growth also reported that revenues from consolidated
properties declined approximately 3.2% for the fourth quarter of
2008, or approximately $27.5 million, to $840.5 million as
compared to $868.0 million for the same period in 2007 primarily
due to declines in overage rent and other income.  Revenues from
unconsolidated properties at the Company's ownership share
declined slightly for the fourth quarter 2008 as compared to the
fourth quarter of 2007, to $162.2 million from $163.2 million, as
increased minimum rents from certain expansions and renovations
opened since late 2007 and certain ownership increases in
properties owned through our international joint ventures were
more than offset by overage and other income declines across the
segment.

General Growth said comparable tenant sales, on a trailing 12-
month basis, decreased 3.8% compared to the same period last year.
Sales per square foot, on a trailing 12-month basis, decreased
4.2% compared to the same period last year.  Retail Center
occupancy decreased to 92.5% at December 31, 2008 from 93.8% at
December 31, 2007.

                 Master Planned Communities Segment

General Growth said land sale revenues for the fourth quarter of
2008 were $35.5 million for consolidated properties and
$18.1 million for unconsolidated properties, compared to
$31.5 million and $15.5 million, respectively, for the fourth
quarter of 2007.  Increases in land sale revenues reflect bulk
sales of lots in 2008 as overall demand for individual lots
remained weak, a condition that is expected to continue into 2009.

According to General Growth, NOI, before the provision for
impairment, from the Master Planned Communities segment for the
fourth quarter of 2008 was $5.7 million for consolidated
properties and $7.9 million for unconsolidated properties, as
compared to $7.7 million and $2.2 million, respectively, in the
fourth quarter of 2007.  Excluding the aggregate $127.6 million
provisions for impairment recognized in the fourth quarter of 2007
at the Company's Columbia and Fairwood communities, sales margins
in 2008 were below 2007 levels as completed land sales in 2008
were primarily bulk lot sales.

                       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, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

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.

                         *     *     *

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'.


GENERAL MOTORS: Meets With Auto Task Force to Discuss Options
-------------------------------------------------------------
General Motors Corp.'s Purchasing Chief Bo Andersson and Ford
Motor Co.'s Purchasing Chief Tony Brown have met separately with
the auto task force and adviser Ron Bloom, Matthew Dolan, Neil
King Jr., and John D. Stoll at The Wall Street Journal report,
citing people familiar with the matter.

According to WSJ, the task force discussed during the meeting a
range of options with the Ford Motor and GM executives.

WSJ relates that auto suppliers have been worried over their
finances in recent months.  WSJ states that the industry's trade
group, the Motor & Equipment Manufacturers Association, submitted
a proposed rescue plan to the Treasury Department on February 13,
2009, and sent a letter a week later to President Barack Obama
asking that "immediate attention" be paid to their predicament,
arguing that at least a million jobs were at risk.  Treasury
officials, according to WSJ, said that they are paying close
attention to the problem, and are in talks with the firms
affected.

Citing a person familiar with the negotiations, WSJ says that
concern over the shakiness of the auto-parts base is getting
attention from the government, enough for it to possibly delay
resolution of GM's and Chrysler LLC's bailout requests, pushing
the bailout negotiations past the March 31 deadline outlined in
the terms of the $17.4 billion in loans that the two firms secured
in December 2008.

  GM Fails to Meet Feb. 17 Deadline for Shareholder & UAW Pacts

Dow Jones Newswires reports that a federal regulatory filing on
Monday states that the U.S. government won't penalize GM for
failing to meet a February 17 deadline to reach agreements with
shareholders and the United Auto Workers to cut billions in debt.

According to Dow Jones, the February 17 deadline was a condition
in the $13.4 billion in emergency loans GM received from the
government since December 2008.  The report says that GM was
supposed to have term sheets signed by the union and a group
representing bondholders that would have cut almost $30 billion in
debt.  GM said that it needed more time to bargain after talks
failed to produce deals with the bondholders' committee and the
union, the report states.

Dow Jones relates that Chrysler LLC was subject to the same terms
as GM.  It also failed to reach deals, although talks still
continue, according to the report.

GM and Chrysler must reach new cost-cutting deals with the union
and have debt swaps underway with bondholders by March 31, because
the government could demand the loans back if they fail to do so,
Dow Jones states.

Dow Jones says that GM's talks have stalled as the UAW and
bondholders demand more financial sacrifice from other parties.
GM had blamed the lack of direction from the U.S. Treasury as one
of the reasons that the negotiations were slow.

GM and Chrysler, according to Dow Jones are considering using more
equity and less cash to fund billions in retiree healthcare
obligations, and are looking to bondholders to swap at least two-
thirds of their debt for equity.  The report states that the UAW
agreed to money-saving concessions, but members will still vote on
changes to the contract.

                    About General Motors

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

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

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

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

                        *     *     *

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

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

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

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


GENERAL MOTORS: Opel Needs EUR3.3B, Sweden Wants Backing
--------------------------------------------------------
General Motors Corp's Germany-based unit, Adam Opel GmbH, needs a
lifeline of more than EUR3.3 billion (US$4.23 billion), Bloomberg
News reports citing Opel supervisory-board member Armin Schild.

Opel has already applied for EUR1.8 billion in state aid in
Germany, but now estimates this should rise to EUR2.5 billion, a
company source told Reuters  Friday.

German Chancellor Angela Merkel has said GM's Opel must present a
clear plan before Berlin could consider state aid, Reuters
relates.

Opel risks falling into bankruptcy as early as May if no bank
provides the carmaker with the necessary loans, the newspaper Bild
Zeitung said in a Feb. 21 report obtained by Bloomberg News.

The German unit is having difficulty seeking government funding as
some officials doubt its long term profitability and the risk the
funds will go directly to its parent.

Meanwhile, the AFP reports Germany's foreign affairs minister,
Frank-Walter Steinmeier, appealed for international help for Opel.

"We have to look further than our own backyard.  No car factory is
capable of surviving alone in Germany or elsewhere," AFP quoted
Minister Steinmeier as saying in a Rheinische Post report.

According to Bloomberg News, Opel employs 50,000 people across
Europe, about half of which is in Germany.

In a separate report, Reuters, citing Mr. Schild, says German
trade union IG Metall is pushing for a partial carve-out of Opel.
A complete carve-out was neither necessary nor sensible, Mr.
Schild, who represents IG Metall on Opel's supervisory board, told
Reuters.

Mr. Schild further told Reuters Opel management will present to
the board on Friday a new plan for the company's business.

Bloomberg News relates GM says it needs US$6 billion from foreign
governments and must reach an agreement to shave US$1.2 billion
from European labor costs by March 31.

According to Bloomberg News, GM said Jan. 11 that, in addition to
talks with Germany, it's also in touch with governments in Spain,
where it employs more than 7,200 people, and the U.K.,
headquarters to Opel's Vauxhall brand, with a workforce of almost
5,000.

GM has set March 31 for deciding on all its European divisions'
future as the carmaker seeks as much as US$16.6 billion in new
U.S. federal loans, Bloomberg News says.

GM's Swedish unit, Saab Automobile, filed for creditor protection
Friday last week after the parent said it will cut ties with the
carmaker following two decades of losses, Bloomberg News reported.

Swedish Prime Minister Fredrik Reinfeldt, however, said, according
to Bloomberg, that the government needs "sound security" before it
commits to guaranteeing loans that will aid Saab Automobile.
"Either GM changes the decision on the exit, or secondly, a new
owner, or a group of owners, will come to be able to fulfill a
part of the engagement with the EIB," Mr. Reinfeldt said.

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

                      About Adam Opel GmbH

Adam Opel GmbH --- http://www.opel.com/--- a wholly-owned
subsidiary of General Motors Corp for 80 years, is the core of
GM's business in Europe.  Opel's passenger cars (Astra, Zafira,
Vectra, and electric Ampera), along with its light commercial
vehicles (Combo and Movano) represent over 90% of GM's total sales
in Germany.  Opel is the third-most popular brand in Germany,
behind Volkswagen and Mercedes-Benz.  It offers International and
Diplomat Sales (IDS) to customers in international organizations,
the military, and in diplomatic service, also builds cars in
Belgium, Poland, Portugal, and
Britain.

                        About SAAB AB

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

                       About General Motors

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

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

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

                         *     *     *

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

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

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

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


GENERAL MOTORS: Faces $4.9 Million Suit by Parts Maker Cadence
--------------------------------------------------------------
Cadence Innovation LLC filed a complaint on February 12, 2009,
with the U.S. Bankruptcy Court for the District of Delaware
against General Motors Corporation, to recover $4,914,075 in
obligations under an accommodation agreement and stipulation, and
obtain an injunction against GM.

Cadence designs, develops and manufactures molded plastic
component parts for automobiles, including those made by GM and
Chrysler Corporation.  Before the Petition Date, Cadence, GM, and
Bank of America, N.A., as the Debtor's senior secured lender,
entered into an Accommodation Agreement whereby GM provided
accommodations to the Debtors, including certain prepayments and
payments made in satisfaction of commercial issues, expedited
payment terms, funding for certain tooling, and certain credit
enhancements.  The Accommodation Agreement obligates GM to:

  (i) make payments of Cadence's postpetition accounts
      receivable on an expedited basis;

(ii) not exercise any right to setoff or recoupment against any
      of its accounts payable to Cadence for shipments of
      component parts and tooling; and

(iii) purchase from Cadence all raw materials, components and
      finished goods inventory in Cadence's possession that are
      related to the Component Parts, which are resourced and
      which at the time of resourcing are bought usable by GM or
      GM's new source of the Component Parts and in saleable
      condition.

In line with the Debtors' orderly liquidation, Cadence and GM
further agreed on certain provisions to better accommodate each
party's needs, noting that:

  (i) GM and Cadence will negotiate to an agreed-upon wind-down
      and liquidation budget, a portion of which GM would fund;

(ii) Cadence will build inventory banks, upon GM's request,
      provided that GM will pay for the inventory banks and the
      incremental costs associated on quick pay terms; and

(iii) Cadence granted to GM an irrevocable and exclusive option
      to purchase all of Debtor Owned Tooling and all other
      machinery known as the Designated Equipment, which is
      necessary to the manufacture of the Component Parts for
      GM.

Furthermore, Cadence and GM agreed on bases of purchase price for
the Designated Equipment at Cadence's Chesterfield facility to be
purchased by GM:

  * For the Designated Equipment which is related to the
    production of GM's Component Parts, the average of the
    Designated Equipment's orderly liquidation value and fair
    market value as determined Hilco Appraisal Services, LLC
    when GM will exercise its Designated Equipment Option.

  * For the Designated Equipment which is not related to the
    production of GM's Component Parts produced for GM by
    Cadence, the Designated Equipment's orderly liquidation
    value.

GM previously commenced an adversary proceeding against Cadence
due to Hilco's failure to appraise the Designated Equipment and
Cadence's refusal to permit GM to possess the Designated
Equipment.  The parties subsequently entered into a Court-approved
stipulation, directing Hilco to continue appraisal of the
equipment.  The Stipulation also required GM to post a $1 million
escrow to be applied toward payment of the Designated Equipment
that Hilco needs to appraise.

The GM Stipulation requires GM to post a $1 million escrow to be
applied towards payment of the Designated Equipment that Hilco
needed to appraise.  Hilco served its appraisal of the Designated
Equipment on January 13, 2009.  Hilco noted that the fair market
value of all Designated Equipment was $3,940,175 and that the
orderly liquidation value was $465,275.

Utilizing the pricing mechanism set forth in the Accommodation
Agreement, GM had not yet purchased from Cadence the Designated
Equipment worth $2,055,225, Mr. Pernick tells Judge Kevin Gross.

Cadence asserts that GM has refused to pay it $4,914,075 pursuant
to the terms of the Accommodation Agreement and GM Stipulation.
According to Cadence, the $4,914,075 amount consists of:

   Item category                             Amount Due
   -------------                             ----------
   Purchase price for the Designated         $2,055,525
   Equipment, either through the
   $1 million escrow or any other way

   Inventory GM was required to purchase       $897,256
   under the Accommodation Agreements

   Resin Inventory                             $350,000

   Costs related to inventory banks            $372,063
   Cadence made for GM

   Personnel costs relating to the              $86,278
   removal of GM-related tools from
   Cadence's facilities

   Other personnel costs                       $583,598

   Component Parts and other                   $569,910
   services that GM was required
   to pay to Cadence immediately

Mr. Pernick says  Section 541 of the Bankruptcy Code provides
that the rights of payment from GM are property of the Debtor's
estate and that GM must turnover those payments to the Debtor's
estate.  Moreover, any failure by GM to comply with the
Accommodation Agreement and the GM Stipulation constitutes a
breach of contract by GM, he argues.  He stresses that Cadence
will be severely and irreparably injured by a breach of the GM
Agreement.  If GM's breach persists, Cadence says it may lack
sufficient funds to appropriately wind up its operations and
confirm a Chapter 11 plan.

Accordingly, Cadence asks the U.S. Bankruptcy Court for the
District of Delaware to:

  (a) enter a judgment against GM and in its favor for
      $4,914,075 for breach of the Accommodation Agreement and
      the GM Stipulation;

  (b) enter a judgment order against GM and in favor of Cadence
      for damages; and

  (c) compel GM to specifically perform its obligations under
      the Accommodation Agreement.

Mr. Pernick adds that the Debtors' DIP Facility terminated on
February 13, 2009.  Unless extended, the Debtors will no longer
be able to obtain advances under the DIP Facility.  The Court
previously approved Amendment No. 2 of the Debtors' DIP Credit
Agreement with BofA and certain other lenders, which provided for
an extension of the DIP Facility maturity date through January 9,
2009.  The Lenders are entitled to further extend the Maturity
Date without further Court approval, provided that the extension
will not go beyond February 28, 2009.

Mr. Pernick explains that GM's obligation to fund portion of the
Liquidation Budget has been released on account that GM will
honor its obligations under the GM Stipulation.  Given the
absence of GM's funds and the expiration of the DIP Facility, the
Debtors will face severe difficulties paying their ongoing
expenses, including payroll expenses necessary to their orderly
liquidation, he stresses.  He adds that GM's looming bankruptcy
presents a serious risk with respect to the Debtors' ability to
collect the amounts owed by GM.

Against this backdrop, the Debtors further ask the Court to
expedite the disposition of their Adversary Complaint by
scheduling the trial without delay.

                            GM Responds

On behalf of GM, James S. Yoder, Esq., at White and Williams LLP,
in Wilmington, Delaware, notes that GM's right to discovery and
due process cannot be protected in the two-week timeframe sought
by the Debtors.  He maintains that the Local Rule 7016 of the
Local Rules of U.S. Bankruptcy Court for the District of
Delaware, which incorporates Rule 16 of the Federal Rules of
Civil Procedure, is not applicable to the Debtors' request.

Mr. Yoder maintains that the Debtors have failed to provide
evidence that they will face severe difficulties in paying
expenses necessary to their estates if GM's alleged dues are not
paid.  The Debtors also failed to provide any factual support
that payment of the disputed funds within the highly expedited
timeframe is necessary for them to complete the administration of
their estates.  "No emergency exists and the issue of GM's
bankruptcy is even irrelevant in these adversary proceedings," he
argues.

Mr. Yoder emphasizes that Cadence's Complaint raises complex
factual issues that require discovery and expert analysis.  He
points out that for one, there is the issue of valuation of 159
separate pieces of machinery and equipment, which valuation is
dependent on whether it comes into contact with GM's Component
Parts pursuant to the Accommodation Agreement.  The Debtors have
ignored this distinction and assumed that all of the designated
equipment comes into direct contact with GM's component parts,
Mr. Yoder tells the Court.  Discovery, he adds, is also needed to
determine the usability and salability of certain finished goods,
raw materials, and component parts; reconcile inventories and
accounts with respect to certain finished goods, raw materials
and component parts; and determine the character and extent of
services the Debtors allegedly provided.

"Although GM has no interest in unduly prolonging these adversary
proceedings, the fact remains that it cannot be appropriately
resolved without a significant amount of detailed work," Mr.
Yoder maintains.

Accordingly, GM asks the Court to deny the Debtors' request to
expedite the disposition on Cadence's Complaint.

                      Trial on March 11 & 12

Judge Gross sets the trial on Cadence's Complaint for March 11
and 12, 2009.  Pretrial conference will be on March 6, 2009.  The
Debtors' counsel is directed to file a scheduling order with the
Court.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.

The company and its debtor-affiliate, New Venture Real Estate
Holdings, LLC, filed for Chapter 11 reorganization on Aug. 26,
2008 (Bankr. D. Del. Lead Case No. 08-11973).  Norman L. Pernick,
Esq. and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, represent the Debtors as counsel.  When the Debtors
filed for protection from their creditors, they listed assets of
between US$10 million and US$50 million, and debts of between
US$100 million and US$500 million.  (Cadence Bankruptcy News;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)

                    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.


GEORGIA GULF: Receives Non-Compliance Notice From NYSE
------------------------------------------------------
Georgia Gulf Corporation has been notified by the New York Stock
Exchange that it is not in compliance with one of the continued
listing standards of the NYSE.

Georgia Gulf is below criteria established by the NYSE because the
Company's total market capitalization has been less than $75
million over a consecutive 30 trading-day period and its last
reported shareholders' equity was less than $75 million at
December 31, 2008.

In accordance with NYSE procedures, Georgia Gulf has 45 days from
the receipt of this notice to submit a plan to the NYSE
demonstrating how it intends to comply with the NYSE's continued
listing standards within 18 months.  Georgia Gulf intends to
submit a plan to bring the Company into compliance with the
listing standards within the required time frame.

If the average closing price of Georgia Gulf's common stock is
less than $1.00 over a consecutive 30 trading-day period, the
Company will receive a formal written notice from the NYSE
regarding its non-compliance with an additional NYSE listing
standard.  As of February 23, 2009, the average closing price of
Georgia Gulf Corporation's common stock over the last 30
consecutive trading days was $1.08 and the closing price of
Georgia Gulf Corporation's common stock on February 23, 2009 was
$0.66.

The Company believes it will be out of compliance with this
additional listing standard, unless the market price of its common
stock increases significantly in the near term.  To remain in
compliance with the Closing Price Rule, the share price and the
consecutive 30 trading-day closing price of Georgia Gulf's common
stock must be above $1.00 within six months from the date the
Company receives formal notice of non-compliance from the NYSE.

Should the Company fail to meet these standards at the expiration
of the six-month period, the NYSE will commence suspension and
delisting procedures.

                        About Georgia Gulf

Georgia Gulf Corporation is a leading, integrated North American
manufacturer of two chemical lines, chlorovinyls and aromatics,
and manufactures vinyl-based building and home improvement
products.  The Company's vinyl-based building and home improvement
products, marketed under Royal Group brands, include window and
door profiles, mouldings, siding, pipe and pipe fittings, and
deck, fence and rail products.  Georgia Gulf, headquartered in
Atlanta, Georgia, has manufacturing facilities located throughout
North America to provide industry-leading service to customers.

                           *     *     *

The Troubled Company Reporter said February 24, 2009, that Moody's
Investors Service lowered Georgia Gulf'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.

According to the TCR on January 21, 2009, Bloomberg News said
Georgia Gulf and industry peers, Ineos Group Holdings Corp. and
Chemtura Corp., are crashing on a mountain of takeover debt and
may follow Lyondell Chemical Co. into bankruptcy, trading in their
bonds shows.

The TCR also said participations in a syndicated loan under which
Georgia Gulf is a borrower traded in the secondary market at 63.71
cents-on-the-dollar during the week ended January 16, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a decrease of 2.86
percentage points from the previous week, the Journal relates.
Georgia Gulf pays interest at 250 points above LIBOR.  The loan
matures October 3, 2013. The bank loan carries Moody's Ba3 rating
and Standard & Poor's B rating.


GLENN STUEVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Glenn Ronald Stueve
        Arlene Helen Stueve
        2700 CR 6
        Hereford, TX 79045
        dba Stueve Gold Dairy
        Tel: (806) 289-5982

Bankruptcy Case No.: 09-50069

Chapter 11 Petition Date: February 20, 2009

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

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  R. Byrn Bass, Jr., Attorney at Law
                  State National Bank Building
                  4716 4th St., Suite 100
                  Lubbock, TX 79416
                  Tel: (806) 785-1250
                  Email: bbass@bbasslaw.com

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

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

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

             http://bankrupt.com/misc/txnb09-50069.pdf


GLOBAL CROSSING: Dec. 31 Balance Sheet Upside Down by $241MM
------------------------------------------------------------
Global Crossing (NASDAQ: GLBC), disclosed on February 16, 2009,
fourth quarter and full-year results.

                        Business Highlights

Global Crossing completed the year within its annual guidance
ranges for revenue, Adjusted Cash EBITDA and cash. For 2008, the
company reported consolidated revenue of $2.59 billion, an
increase of 15 percent compared with 2007, and Adjusted Cash
EBITDA of $328 million, an increase of nearly 90 percent compared
with 2007.  Consistent with guidance, unrestricted cash declined
by $37 million for the year but increased by $42 million during
the second half of the year.

"Global Crossing delivered a strong 2008, with double-digit growth
in revenue and Adjusted Cash EBITDA, and we delivered on our
annual guidance despite significant headwinds from foreign
exchange in the fourth quarter," said John Legere, CEO of Global
Crossing.  "We enter 2009 well-positioned in the markets we serve,
with a world-class network, leading customer satisfaction scores
and an experienced team that continues to execute in this
challenging global economy."

John Kritzmacher, CFO of Global Crossing commented on the fourth
quarter results, saying "On a constant currency basis, our
revenues and Adjusted Cash EBITDA grew sequentially by 3 percent
and 16 percent, respectively, reflecting our sustained momentum in
improving our financial performance."

"Throughout 2008, Global Crossing made targeted investments in
products and services that further support its strategy as a
global provider of advanced IP solutions.  The company launched
six classes of IP VPN service and a suite of value-added VoIP
features. Global Crossing invested in Ethernet transport and
launched Hosted IP Telephony for both the government and
commercial sectors in the UK.  In addition, Global Crossing
augmented its data center services and global network capacity,
enhancing connectivity between North America, Latin America and
Europe to meet demand for IP services.  The company also began to
globalize the former Impsat Managed Security Services product set,
and launched High-Definition Videoconferencing.  These investments
in the company's capabilities provide enhanced value to our
customers as they continue to deploy IP capabilities."

                      Fourth Quarter Results

Global Crossing's consolidated revenue was $642 million in the
fourth quarter of 2008, representing a sequential decline of
$25 million or 4 percent, including a $43 million unfavorable
foreign exchange impact.  Year-over-year consolidated revenue
increased $26 million or 4 percent, including a $47 million
unfavorable foreign exchange impact.  The company's "invest and
grow" category -- that part of the business focused on serving
global enterprises and carrier customers, excluding wholesale
voice -- generated revenue of $541 million for the fourth quarter.
This represents a sequential decline of $19 million or 3 percent,
including substantially all of the $43 million unfavorable
sequential foreign exchange impact.  On a constant currency basis,
"invest and grow" revenue increased $24 million or 4 percent
sequentially.

On a segment basis, GCUK generated $132 million in "invest and
grow" revenue compared with $152 million in the prior quarter and
$151 million in the fourth quarter of 2007.  GC Impsat generated
$120 million in "invest and grow" revenue compared with
$122 million in the prior quarter and $101 million in the fourth
quarter of 2007.  Rest-of-World (ROW) generated $297 million in
"invest and grow" revenue compared with $289 million in the prior
quarter and $258 million in the fourth quarter of 2007.  On a
constant currency basis, all three segments demonstrated
sequential and year-over-year revenue improvement.

For the fourth quarter, wholesale voice revenue decreased by
$6 million on a sequential basis and $11 million year over year to
$100 million.  Substantially all of the wholesale voice revenue is
earned in the United States, within the ROW segment.

Global Crossing reported Adjusted Gross Margin for the fourth
quarter of $346 million or 53.9 percent of revenue.  This compared
with $357 million or 53.5 percent of revenue in the prior quarter
and $323 million or 52.4 percent in the fourth quarter of 2007.
The "invest and grow" business generated
$335 million of Adjusted Gross Margin or 61.9 percent of revenue,
compared with $344 million or 61.4 percent in the prior quarter
and $305 million or 60.5 percent in the fourth quarter of 2007.
The company's wholesale voice Adjusted Gross Margin was
$11 million in the quarter or 11 percent compared with
$12 million or 11 percent in the prior quarter, and $17 million or
15 percent in the fourth quarter of 2007.

Consolidated cost of access expense for the fourth quarter was
$296 million, compared with $310 million in the prior quarter and
$293 million in the fourth quarter of 2007.  The sequential
decrease in cost of access is primarily due to a favorable foreign
exchange impact and, to a lesser extent, continued cost of access
efficiencies.  The year-over-year increase was attributable to
higher revenue in the period, partially offset by a favorable
foreign exchange impact.

Cost of revenue -- which includes cost of access; technical real
estate, network and operations; third-party maintenance; and cost
of equipment sales -- was $429 million in the fourth quarter,
compared with $472 million in the prior quarter and $436 million
in the fourth quarter of 2007.  Excluding cost of access, cost of
revenue was $133 million in the fourth quarter compared with
$162 million in the prior quarter and $143 million in the fourth
quarter of 2007.  The sequential decline was attributable to a
$11 million reduction in accruals for stock-based incentive
compensation, as well as a favorable foreign exchange impact of
$14 million.  The year-over-year decline was primarily
attributable to a $14 million favorable foreign exchange impact,
partially offset by higher technical real estate costs.  As a
percentage of revenue, cost of revenue was 67.4 percent in the
fourth quarter compared to 70.8 percent in both the prior quarter
and in the fourth quarter of 2007.

Sales, general and administrative (SG&A) expenses were
$111 million in the fourth quarter of 2008, compared with
$125 million in the prior quarter and $84 million in the fourth
quarter of 2007.  On a sequential basis, SG&A declined primarily
due to a reduction in accruals for stock-based incentive
compensation, as well as a $10 million favorable foreign exchange
impact.  The year-over-year increase was primarily attributable to
a net $30 million non-cash benefit from real estate restructuring
reserve reversals in the year-ago period.  In addition, a $10
million favorable foreign exchange impact was effectively offset
by an increase in payroll costs.  As a percentage of revenue, SG&A
was 17 percent in the fourth quarter compared to 19 percent in the
prior quarter and 14 percent in the fourth quarter of 2007.  The
year-ago period included the previously mentioned real estate
restructuring reserve benefit.

Global Crossing reported $96 million of Adjusted Cash EBITDA in
the fourth quarter, a sequential increase of $8 million, including
a $6 million unfavorable foreign exchange impact.  On a year-over-
year basis, Adjusted Cash EBITDA decreased $4 million, including
an unfavorable foreign exchange impact of $9 million and the
previously mentioned real estate restructuring reserve benefit of
$30 million recorded in the year-ago period.  On a segment basis,
GCUK, GC Impsat and ROW contributed Adjusted Cash EBITDA of $24
million, $37 million and $35 million, respectively.

Global Crossing's consolidated net loss applicable to common
shareholders was $51 million for the fourth quarter of 2008,
compared with a net loss of $71 million in the prior quarter and
net income of $1 million in the fourth quarter of 2007.  On a
sequential basis, net loss decreased principally due to the
Adjusted Cash EBITDA improvement previously described and lower
stock-based incentive compensation, partially offset by a higher
income tax provision.  Year over year, net loss was higher due to
an unfavorable foreign exchange impact in 2008 and higher gains on
pre-confirmation contingencies recorded in 2007, partially offset
by a lower income tax provision recorded in 2008.

                        Full-Year Results

Global Crossing's consolidated business generated $2.59 billion of
revenue in 2008, including a $15 million unfavorable foreign
exchange impact.  Consolidated revenue grew $331 million or
15 percent year over year. The company generated $2.16 billion of
"invest and grow" revenue for 2008, an increase of $370 million or
21 percent year over year.

At the segment level, GCUK generated $588 million of "invest and
grow" revenue in 2008 compared with $572 million in 2007, an
increase of $16 million or 3 percent, including a $36 million
unfavorable foreign exchange impact.  GC Impsat generated
$466 million in "invest and grow" revenue in 2008 compared to a
partial-year total of $263 million in 2007.  GC Impsat 2008
revenue included a $10 million favorable foreign exchange impact.
ROW segment generated $1.13 billion of "invest and grow" revenue
in 2008, compared with $971 million in 2007, an increase of
$157 million or 16 percent, including an $11 million favorable
foreign exchange impact.

Wholesale voice revenue declined by 8 percent or $38 million year
over year to $424 million.  As previously mentioned, substantially
all of the wholesale voice revenue is in the United States, within
the ROW segment.

Global Crossing reported Adjusted Gross Margin of $1.38 billion or
53.3 percent of consolidated revenue for 2008.  This compared with
$1.11 billion or 49.3 percent in 2007.  The "invest and grow"
segment generated $1.33 billion of Adjusted Gross Margin or 61.3
percent of "invest and grow" revenue, compared to
$1.05 billion or 58.7 percent in 2007.  The company's wholesale
voice Adjusted Gross Margin was $51 million in 2008 or
12.0 percent of wholesale voice revenue compared with $58 million
or 12.6 percent in 2007.

Consolidated cost of access expense for the year was
$1.21 billion, compared with $1.15 billion in 2007.  The year-
over-year increase was associated with higher revenues and the
inclusion of GC Impsat for a full year in 2008.

Cost of revenue was $1.82 billion in 2008 compared with
$1.72 billion in 2007.  The year-over-year increase in cost of
revenue was primarily due to the inclusion of GC Impsat for a full
year in 2008 as well as higher overall real estate costs.

SG&A expenses were $501 million in 2008, compared with
$416 million in 2007.  The year-over-year increase was primarily
due to the inclusion of GC Impsat for a full year and the
previously mentioned real estate restructuring reserve benefit in
2007.  As a percentage of revenue, SG&A was 19 percent in 2008
compared to 18 percent in 2007.  Excluding the restructuring
reserve benefit, SG&A as a percentage of revenue was 20 percent in
2007.

The company reported $328 million of Adjusted Cash EBITDA for 2008
as compared to $174 million in 2007, an improvement of
$154 million, including an $8 million unfavorable foreign exchange
impact.

Global Crossing's consolidated net loss applicable to common
shareholders was $281 million for 2008, compared with a
consolidated net loss of $310 million in 2007.  The decrease in
net loss was primarily due to improvements in Adjusted Cash EBITDA
previously described and a lower provision for income taxes,
partially offset by higher depreciation and amortization and an
unfavorable foreign exchange impact in the current year period.

Non-cash stock compensation includes approximately 3.2 million
unrestricted shares being distributed to employees in March and
April 2009 under the 2008 annual bonus program.

                        Cash and Liquidity

As of December 31, 2008, Global Crossing had unrestricted cash of
$360 million compared to $346 million at September 30, 2008, and
$397 million at December 31, 2007.  The company had $378 million
in total cash at December 31, 2008, compared to $380 million at
September 30, 2008, and $450 million at December 31, 2007.

Cash flow from operating activities for the fourth quarter was $79
million.  Global Crossing received $41 million in proceeds from
the sale of indefeasible rights of use (IRUs) and prepaid services
in the fourth quarter.  In addition, the company entered into $14
million of debt and capital lease agreements to finance various
equipment purchases and software licenses.  Uses of cash for the
quarter included $64 million for capital expenditures and
principal payments on capital leases and $12 million for repayment
of long term debt.  During the fourth quarter, unrestricted cash
increased by $14 million, including an unfavorable sequential
foreign exchange impact of $12 million.

For the full year 2008, cash flow from operating activities was
$203 million, including $138 million of interest on indebtedness.
Global Crossing received $146 million in proceeds from the sale of
IRUs and prepaid services in 2008.  In addition, the company
entered into $48 million of debt and capital lease agreements to
finance various equipment purchases and software licenses.  Uses
of cash for 2008 included $251 million for capital expenditures
and capital lease principal payments and $24 million for repayment
of long-term debt.  The company used $37 million of unrestricted
cash during the year.

                           2009 Outlook

"On a constant currency basis, we expect 2009 revenue to grow in
the mid- to-high single digits, although foreign exchange impacts
are likely to cause reported revenue to appear flat to down."
said John Legere.  "In addition, we anticipate considerable growth
in OIBDA and Free Cash Flow in 2009 as the underlying fundamentals
of the business continue to improve."

John Legere also noted, "Even though our business continues to
perform well and operate with a high degree of cost-efficiency, we
are preparing for the uncertain economic environment ahead.  Our
company has launched targeted measures that will reduce our
operating expenses and optimize our capital expenditures this
year."

In 2009, Global Crossing will begin reporting OIBDA (in place of
Adjusted Cash EBITDA) and Free Cash Flow as key measurements of
our Company's performance.  Definitions are outlined in the "Non-
GAAP Measures" section of this release, and a more detailed
explanation of these measures is contained in the attached
financial tables.

Company guidance measures for 2009 are:

     Measures               2009 Guidance ($ in millions)
     --------               -----------------------------
     Revenue                       $2,500 - $2,600
     OIBDA                           $320 - $380
     Free Cash Flow                   $50 - $100

The guidance represents management's current good faith estimates
for the designated measures and is based on various assumptions
which may or may not materialize.

"OIBDA" is defined as operating income before depreciation and
amortization.

"Free Cash Flow" is defined as "Net cash provided by operating
activities" less "Purchases of property and equipment", as
reported in our Consolidated Statements of Cash Flows.

As of December 31, 2008, the Company's balance sheet showed total
assets of $2.35 billion and total liabilities of $2.59 billion,
resulting in total shareholders' deficit of $241 million.

A full-text copy of the press release and selected financial data
is available for free at: http://researcharchives.com/t/s?39cb

                       About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a leading
global IP solutions provider with the world's first integrated
global IP-based network. The company offers a full range of secure
data, voice, and video products to approximately 40 percent of the
Fortune 500, as well as to 700 carriers, mobile operators and
ISPs. It delivers services to more than 690 cities in more than 60
countries and six continents around the globe.

In Latin America, Global Crossing's business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru, Mexico,
Venezuela, the United States (Florida) and the Caribbean region.
In addition to its IP-based, fiber-optic network, Global
Crossing's regional infrastructure includes 15 metropolitan
networks and 15 world-class data centers located in the main
business centers of Latin America.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
Jan. 23, 2009, Moody's Investors Service assigned a Caa1 corporate
family rating to Global Crossing Limited and a B2 rating to the
company's US$350 million senior secured term loan.  The
preferential access to realization proceeds provided by the
security package allows the term loan credit facility's rating to
be B2, two notches above the Caa1 CFR. GCL was also assigned a
speculative grade liquidity rating of SGL-3 (indicating adequate
liquidity).  The ratings outlook is stable.


GOLDMAN SACHS: S&P Cuts Ratings on Loan CDO as Downgrades Rise
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class D and E notes issued by Goldman Sachs Asset Management CLO
PLC, a cash flow collateralized loan obligation transaction backed
by corporate loans managed by Goldman Sachs Asset Management L.P.
At the same time, S&P removed the rating on the class E notes from
CreditWatch, where it was placed with negative implications on
Dec. 5, 2008.  Concurrently, S&P affirmed its ratings on the class
A-1, A-2, B, and C notes.

The downgrades reflect deterioration in the credit quality of the
collateral backing the rated notes.  As of the Jan. 23, 2009,
trustee report, 15.57% ($62.09 million) of the total securities in
the underlying collateral pool had ratings of 'CCC+' and lower, up
from 2.63% ($9.87 million) when the transaction closed in November
2007.

Standard & Poor's will continue to monitor the transaction to
determine the level of future defaults the rated classes can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal due
on the notes.

                  Rating And Creditwatch Actions

             Goldman Sachs Asset Management CLO PLC

                             Rating
                             ------
                Class     To        From
                -----     --        ----
                E         B+        BB/Watch Neg
                D         BBB-      BBB

                        Ratings Affirmed

             Goldman Sachs Asset Management CLO PLC

                           Class  Rating
                           -----  ------
                           A-1   AAA
                           A-2   AAA
                           B     AA
                           C     A

  Transaction Information
  -----------------------
Issuer:              Goldman Sachs Asset Management CLO PLC
Co-issuer:           Goldman Sachs Asset Management CLO Corp
Collateral manager:  Goldman Sachs Asset Management L.P.
Underwriter:         Goldman, Sachs & Co.
Trustee:             Bank of New York Mellon Trust Co. N.A.
Transaction type:    Cash flow corporate loan CLO

                          *     *     *


According to Pierre Paulden of Bloomberg News, ratings companies
are downgrading collateralized loan obligations, which parcel
high-yield, high-risk company loans into securities of varying
risk and returns, as more company rankings are cut.  The default
rate for high-yield companies may almost triple to 13.6% this
year, the highest on record, the report said, citing calculations
from New York University Professor Edward Altman.


GORILLA COMPANIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gorilla Companies LLC
        1425 South Clark Drive
        Tempe, AZ 85281
        Tel: (480) 507-0999
        Fax: (480) 892-0887

Bankruptcy Case No.: 09-02898

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Company Description: Gorilla Companies, LLC, through its
                     subsidiaries, provides event management
                     services.

Debtor's Counsel: John R. Clemency, Esq.
                  Greenberg Traurig LLP
                  2375 East Camelback Road, Suite 700
                  Phoenix, AZ 85016
                  Tel: (602) 445-8575
                  Fax: (602) 445-8100
                  Email: clemencyj@gtlaw.com

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

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

The petition was signed by Bradley Kramer, manager of the Company.

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

              http://bankrupt.com/misc/azb09-02898.pdf


HACIENDA MOBILE HOME: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hacienda Mobile Home Park
        1105 West Quince Street
        San Diego, CA 92103
        aka Munn and Thurston Family Trust
        Tel: (760) 256-9190

Bankruptcy Case No.: 09-01929

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Company Description: The Hacienda Mobile Home Park, operates a
                     mobile home park located in Barstow,
                     California, that has provided homes for
                     thousands of low-income individuals,
                     including single adults, families, and
                     seniors.

Debtor's Counsel: John F. Bannon, Esq.
                  John F. Bannon, Attorney at Law
                  1654 Columbia Street, Suite 315
                  San Diego, CA 92101-2502
                  Tel: (619) 702-7024

Total Assets: $1,178,069

Total Debts: $682,641

The petition was signed by Sharon K. Thurston, trustee of the
Company.

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

             http://bankrupt.com/misc/casb09-01929.pdf


HARMONY HOLDINGS: Bankruptcy Case Converted to Ch. 7 Liquidation
----------------------------------------------------------------
Jessica Foster at The Sun News reports that the Chapter 11
reorganization case of Harmony Holdings, LLC, and its affiliate,
Spanish Moss Development, L.L.C., have been converted to Chapter 7
liquidation.

The Sun News quoted Barbara Barton, the attorney for Harmony
Holdings and Spanish Moss, as saying, "We'd been in bankruptcy for
a year, and in this economy we couldn't find any money for loans
or purchases, and there was no other option.  We ran out of
alternatives and ran out of time."

According to The Sun News, Harmony Holdings had initially planned
to construct a neo-traditional community with about 1,700 homes
and a town center that included shops, a school, churches, an
assisted living center, and amenities like a pool and tennis
courts.  The Sun News relates that progress was slow and the
developers ran out of money.

"Beginning in 2008, the economy deteriorated beyond the point at
which a successful reorganization was possible.  Bankruptcy cases
which could have successfully reorganized in another economic
environment were doomed to failure in this one," The Sun News
quoted Ms. Barton as saying.

The Sun News states that the court will appoint a trustee to
handle the bankruptcy proceedings.  Ms. Barton, The Sun News
states, said that the Harmony Township development in Georgetown
County could be sold in Chapter 7, or it could move from Chapter 7
into foreclosure.  "It's really up to the trustee now what happens
next," Ms Barton said, according to the report.

Ms. Barton said that about 300 people own property in the
development, and about 28 homes have been constructed there, The
Sun News reports.

                    About Harmony Holdings LLC

Headquartered in Georgetown, South Carolina -- Harmony Holdings
LLC -- http://www.harmonytownship.com-- owns and manages real
estate.  The company and affiliate Spanish Moss Development,
L.L.C., filed for protection on Jan. 31, 2008 (Bankr. D.C.S.C.
Case No. 08-00599).  Barbara George Barton, Esq. represents the
Debtor in its restructuring efforts.  When the company filed for
protection against it creditors, it listed $112,567,540 total
assets and $48,088,073 total debts.

Stan McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A., represents
the creditor's committee.


HEARST CORP: San Francisco Chronicle on Chopping Block
------------------------------------------------------
Hearst Corporation said its San Francisco Chronicle newspaper is
undertaking critical cost-saving measures including a significant
reduction in the number of its unionized and nonunion employees.
If these savings cannot be accomplished within weeks, Hearst said,
the Company will be forced to sell or close the newspaper.

Hearst said that the Chronicle lost more than $50 million last
year and that this year's losses to date are worse.  The Chronicle
has had major losses each year since 2001.

"Because of the sea change newspapers everywhere are undergoing
and these dire economic times, it is essential that our management
and the local union leadership work together to implement the
changes necessary to bring the cost of producing the Chronicle
into line with available revenue," said Frank A. Bennack, Jr.,
vice chairman and chief executive officer, Hearst Corporation, and
Steven R. Swartz, president of Hearst Newspapers.

They added, "Given the losses the Chronicle continues to sustain,
the time to implement these changes cannot be long. These changes
are designed to give the Chronicle the best possible chance to
survive and continue to serve the people of the Bay Area with
distinction, as it has since 1865.  Survival is the outcome we all
want to achieve. But without the specific changes we are seeking
across the entire Chronicle organization, we will have no choice
but to quickly seek a buyer for the Chronicle or, should a buyer
not be found, to shut the newspaper down."

Hearst noted that these cost reductions are part of a broad effort
to restore the Chronicle to financial health.  The Chronicle has
been asking its readers to pay more for the product through home
delivery and single-copy price increases.  In June, the Chronicle
expects to begin printing on new presses owned and operated by
Transcontinental Inc., which will give the Chronicle industry-
leading color reproduction capabilities.

On January 13, 2009, the Troubled Company Reporter said Hearst
Corp. was offering for sale the Seattle Post-Intelligencer and
Hearst interest in a Joint Operating Agreement under which the P-I
and The Seattle Times are published.  Hearst said that should a
sale of the P-I not occur within 60 days, it will pursue other
options for the property, including a move to a digital-only
operation with a greatly reduced staff or a complete shutdown of
all operations.  In no case will Hearst continue to publish the
P-I in printed form following the conclusion of this process.

The P-I, which Hearst has owned since 1921, has had operating
losses since 2000.  The P-I lost approximately $14 million in 2008
and its forecast anticipates a greater loss in 2009.

                     About Hearst Corporation

Hearst Corporation -- http://www.hearst.com/-- is a diversified
communications company.  Its major interests include 16 daily and
49 weekly newspapers, including the Houston Chronicle, San
Francisco Chronicle and Albany Times Union; as well as interests
in an additional 43 daily and 72 non-daily newspapers owned by
MediaNews Group, which include the Denver Post and Salt Lake
Tribune; nearly 200 magazines around the world, including
Cosmopolitan and O, The Oprah Magazine; 28 television stations
through Hearst-Argyle Television which reach a combined 18% of
U.S. viewers; ownership in leading cable networks, including
Lifetime Television, A&E Television Networks, The History Channel
and ESPN; as well as business publishing, Internet businesses,
television production, newspaper features distribution and real
estate.


HOST HOTELS: Fitch Downgrades Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has downgraded these credit ratings of Host Hotels &
Resorts, Inc. and its operating partnership, Host Hotels &
Resorts, L.P.:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating to 'BB-' from 'BB+';
  -- $100 million preferred stock to 'B' from 'BB-'.

Host Hotels & Resorts, L.P.

  -- IDR to 'BB-' from 'BB+';

  -- $3 billion senior notes to 'BB-' from 'BB+';

  -- $992 million senior exchangeable debentures to 'BB-' from
     'BB+';

  -- Credit facility ($600 million revolver and $210 million term
     loan) to 'BB-' from 'BB+'.

The Rating Outlook remains Negative.

The downgrades center on the view that the recession has
exacerbated conditions in the lodging sector, causing Host's
operating results to weaken materially in the fourth quarter of
2008 and into 2009, well beyond Fitch's expectations when it
revised Host's Outlook to Negative on Dec. 5, 2008.  In Fitch's
view, Host's earnings power will continue to weaken throughout
2009 and Host's credit profile is therefore consistent with a 'BB-
' rating.

Host's comparable revenue per available room declined by 9.4% in
fourth quarter-2008 (4Q'08), and is expected to decline by 12% to
16% in 2009.  Fitch believes that such anticipated comparable
RevPAR declines in 2009 will reduce Host's fixed charge coverage
ratio (defined as recurring EBITDA less renewal and replacement
capital expenditures divided by total interest incurred and
preferred dividends) from 2.7 times (x) in 2008 to below 2.0x,
which is more commensurate with a 'BB-' rating.

The rating action takes into account that Host continues to
maintain a large portfolio of high-quality unencumbered hotel
properties, and Host's unencumbered asset coverage of unsecured
debt was 279% as of Dec. 31, 2008.  While Host sold an
unencumbered asset, the Hyatt Regency Boston, on Feb. 17, 2009 for
approximately $113 million, the unencumbered asset pool continues
to provide downside protection for bondholders for the rating
category.

The 'BB-' rating is supported by Host's adequate liquidity
profile.  As of Dec. 31, 2008, Host had $508 million in cash on
hand and $400 million in availability under its credit facility,
collectively exceeding Host's debt maturities in 2009 and 2010.
In addition, Host's decision to suspend its quarterly dividend and
declare an annual common stock dividend of $0.30 to $0.35 per
share in 2009 (compared with $0.65 per share in 2008), along with
a 50% reduction in capital expenditure spending in 2009 compared
with 2008 levels, will bolster Host's liquidity.

The Negative Outlook reflects that there is extremely limited
operating visibility, and Fitch maintains a macro- economic
outlook of a deepening severe global recession.  Although RevPAR
comparisons become easier over the course of the year, Fitch
maintains a view that actual 2009 RevPAR declines may be closer to
the more pessimistic end of Host's expected range.  Reduced
consumer spending and declining corporate travel budgets continue
to pressure the lodging sector, particularly in areas such as
group business travel at luxury hotels and leisure-dependent
destinations travel.

The Negative Outlook further reflects Fitch's view that Host's
leverage, measured as gross debt-to-recurring EBITDA, which was
4.5x in 2008, could increase to the 6.5x-7.0x range in 2009, which
is a weak level for the current IDR.  Host's net leverage ratio as
defined under its credit facility was 4.1x in 2008, and could also
increase in 2009.

These factors may result in the rating Outlook returning to Stable
at the 'BB-' level:

  -- The recession shows signs of stabilization, resulting in a
     moderation of expected RevPAR declines;

  -- Fitch's expectation that Host's gross debt-to-recurring
     EBITDA ratio will sustain below 6.5x;

  -- Unencumbered asset coverage sustains above 300%.

These factors may result in a rating downgrade to 'B+':

  -- Recessionary conditions result in comparable RevPAR to
     decrease more than 16%, which is beyond Fitch's
     expectations;

  -- Host's fixed charge coverage ratio sustains below 1.5x;

  -- Unencumbered asset coverage sustains below 250%.

Host is a Bethesda, Maryland-based lodging REIT that owns 115
properties in the luxury and upper scale hotel segments.  Host
owns approximately 63,000 rooms and also holds a minority interest
in a joint venture that owns 11 hotels in Europe with
approximately 3,500 rooms.  As of Dec. 31, 2008, Host had
approximately $12 billion in total book assets and approximately
$5.5 billion in total stockholders' equity.


INDUSTRIAL NOISE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Industrial Noise Control Corp.
        630 S. Jupiter Road
        Garland, TX 75042
        Tel: (972) 494-1422
        Fax: (972) 494-6158

Bankruptcy Case No.: 09-31028

Chapter 11 Petition Date: February 20, 2009

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

Judge: Harlin DeWayne Hale

Company Description: The Debtor manufactures acoustic felts and
                     also is an acoustical & ceiling work
                     contractor.

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

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

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

The petition was signed by Bill Badgett, president of the company.

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


INTER-ATLANTIC FIN'L: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------------
Inter-Atlantic Financial, Inc. received notice from the NYSE
Alternext US, LLC indicating that it was not in compliance with
Section 704 of the NYSE Alternext US Company Guide because the
Company did not hold an annual meeting of its stockholders during
the year ended December 31, 2008.  The Company is in receipt of
this letter although the Company's counsel, at the Company's
direction, previously contacted the Exchange and was informed
verbally that due to the timing of the Company's initial public
offering the Company would not be required to have an annual
meeting until 2009.

The notification from the Exchange indicates that the Company has
until March 10, 2009 to submit a plan advising the Exchange of
action it has taken, or will take, that would bring the Company
into compliance with all continued listing standards by
August 11, 2009.  Upon receipt of the Company's plan, which the
Company anticipates filing with the Exchange prior to the
March 10, 2009 deadline, the Exchange will evaluate the plan and
make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain
compliance with the continued listing standards, in which case the
plan will be accepted.

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

Inter-Atlantic Financial, Inc. (NYSE Alternext US: IAN) is a blank
check company formed for the purpose of effecting a merger,
capital stock exchange, stock purchase, asset acquisition or other
similar business combination with one or more operating businesses
in the financial services industry.


INTERLAKE MATERIAL: Moves to Terminate Two Union Contracts
----------------------------------------------------------
Since it soon will have no business and nothing to keep employees
occupied, Interlake Material Handling Inc., filed two motions
before the U.S. Bankruptcy Court for the District of Delaware to
terminate collective bargaining agreements with the Teamsters and
United Auto Workers unions.

Interlake Material has hired an auctioneer to sell the equipment
in three plants that aren't being sold as part of the $30 million
offer for the business from Mecalux SA, Spain's largest maker of
warehouse equipment.

Interlake Material and its affiliated debtors earlier won approval
from the Court to auction off on March 4 substantially all of
their assets.  The Debtors, on Dec. 31, 2008, signed a contract
with Mecalux USA, Inc., and Mecalux Mexico S.A. de C.V., and have
agreed to sell their assets to Mecalux for $30,000,000, absent
higher and better bids for those assets.  Other bids for the
assets are due March 2.

Interlake, according to Mr. Rochelle, wants the union contracts
terminated the day of the sale hearing on March 5, unless a buyer
other the Mecalux purchases the business and decides to assume the
existing union contracts.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


JAMES MASAT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: James Paul Masat
        Carolyn A. Masat
        3304 Buffalo Court
        Grand Island, NE 68803

Bankruptcy Case No.: 09-40412

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln)

Judge: Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  Email: rvgbknotice@huschblackwell.com

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

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

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

              http://bankrupt.com/misc/neb09-40412.pdf


JANUS CAPITAL: S&P Downgrades Counterparty Rating to 'BB+/B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Janus Capital Group Inc., including its counterparty
credit rating to 'BB+/B' from 'BBB-/A-3'.  The outlook is stable.

Ratings on Janus reflect its weakened debt-servicing capacity as
assets under management and, consequently, cash-flow generation,
have fallen considerably in recent months and are not expected to
improve in the near term.  "Janus has been harder hit than most
other rated asset managers during the global plunge in stock
prices, because it is primarily an equity shop," said Standard &
Poor's credit analyst Charles D. Rauch.  AUM fell 40%
year-over-year to $123.5 billion at Dec. 31, 2008.  The decline
was mostly due to market deterioration of equity securities.
Although longer-term investment performance remains very good,
one-year performance among the flagship Janus funds was below par
in 2008.

Supporting the ratings is Janus's reputation as one of the larger
sponsors of mutual funds in the country.  Although many consider
Janus to be a retail mutual fund shop focused on growth stocks,
the company has successfully expanded its investment disciplines
and distribution channels during the past few years.  Most
significantly, Janus now holds an 80% stake in Perkins
Investment Management LLC, which has a long-term track record in
small and midcap value equity.

On-balance-sheet liquidity, which can also be used for servicing
debt, declined materially in 2008.  Janus used cash for share
repurchases during the early part of the year and to increase its
stake in Perkins and INTECH, the mathematical strategies
affiliate.  In response to the tougher operating environment,
Janus suspended share repurchases and implemented expense
reductions totaling $40 million-$45 million.  But this may not be
enough if the equity markets don't turn around soon, because Janus
has $275 million of notes maturing in September 2011 and another
$300 million in June 2012.  In short, S&P believes Janus's ability
to meet these obligations has weakened, based on S&P's assessment
of the company's financial resources and S&P's earnings
projections.

The stable outlook reflects S&P's base-case scenario in which the
global equity markets are flat in the near term and Janus's
financial performance in 2009 does not diverge much from fourth-
quarter 2008.  S&P also expects Janus to remain focused on expense
control and refrain from share repurchases to build on-balance-
sheet liquidity.  If global equity prices fall materially below
current levels or Janus's longer-term investment performance
suffers, thereby further hurting cash-flow generation and debt-
service capacity, S&P could again lower its ratings on the
company.  Alternatively, if the global equity markets rebound,
improving Janus's prospects for meeting upcoming debt maturities,
S&P could raise S&P's ratings.


JEFFERSON COUNTY: Hearing on Proposed Receiver Again Postponed
--------------------------------------------------------------
U.S. District Judge David Proctor postponed a Feb. 25 hearing on
whether to appoint a receiver for the Jefferson County, Alabama,
sewer system, which can't cover payments on more than $3 billion
of bonds, Bloomberg News reported.

Bloomberg's Martin Z. Baun said Judge Proctor approved a request
by the county to postpone the hearing, the second delay since
November, to allow the county to implement the recommendations of
court-appointed special masters to resolve the debt crisis.

The masters, according to Bloomberg, said the county should
consider raising sewer rates as much as 25 percent and impose
monthly charges on septic-system owners not connected to sewage
lines.

As reported by the Troubled Company Reporter on September 18,
2008, Syncora Guarantee Inc., a wholly owned subsidiary of Syncora
Holdings Ltd., Financial Guaranty Insurance Company, and The Bank
of New York Mellon, as Trustee for $3.2 billion of Jefferson
County Sewer Revenue Warrants, acting at the direction of the Bond
Insurers, filed a suit against Jefferson County Alabama and the
County's Commissioners.  The Bond Insurers insure approximately
$2.8 billion in Jefferson County Sewer Revenue Warrants.  The
suit, which was filed in the United States District Court for
the Northern District of Alabama, includes a request to the Court
to appoint an independent and qualified receiver to: manage the
Jefferson County Sewer System; consider and implement any
appropriate rate modifications and other sources of revenue;
ensure compliance with applicable laws; assist in achieving an
appropriate financial resolution; and pursue any bona fide claims.

Jefferson County's lawyers, according to Reuters, asked Judge
Proctor for a "continuance" to delay a decision on whether to
appoint a receiver to manage the operation of the county's sewers,
according to court documents.

Bloomberg News, citing two court appointed special masters, said
February 11 that sewer customers may face a 25% percent rate
increase as officials seek to renegotiate $3.2 billion debt to
avert bankruptcy.  According to Bloomberg, Jefferson County faces
insolvency after interest on more than $3 billion of adjustable-
rate debt for the county's sewer system surged to as high as 10
percent when bond insurers' credit ratings plunged following
unrelated losses involving subprime mortgages.

Jefferson County has received forbearance agreements from lenders,
including JPMorgan Chase, to give officials time to develop a
plan.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the TCR on Dec. 19, 2008, Standard & Poor's Ratings
Services has kept the ratings on Jefferson County, Alabama's
series 1997A, 2001A, 2003 B-1-A through series 2003 B-1-E, and
series 2003 C-1 through 2003 C-10 sewer system revenue bonds ('C'
underlying rating) on CreditWatch negative due to recent draws
against the system's cash and surety reserves beginning in
September 2008.

"Although the system has made two net system revenue payments to
the trustee in recent months for debt service, it has depleted its
cash reserves and a portion of its surety reserves since September
2008," said Standard & Poor's credit analyst Sussan Corson.  The
trustee estimates the system currently has $176 million remaining
in total combined surety reserves with Financial Guaranty
Insurance Co., Syncora Guarantee Inc., and Financial Security
Assurance Inc., which can be applied on a prorata basis to any
parity debt.


JIMMY DONALD: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jimmy Donald Cooksey, Jr.
        P.O. Box 1571
        Rancho Santa Fe, CA 92067

Bankruptcy Case No.: 09-02050

Chapter 11 Petition Date: February 23, 2009

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: K. Todd Curry, Esq.
                  tcurry@currylegal.com
                  Curry & Associates
                  525 B Street, Suite 1500
                  San Diego, CA 92101
                  Tel: (619) 238-0004
                  Fax: (619) 238-0006

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
MKA Capital                    Guaranty of       $12,000,000
26 Corporate Plaza Drive       mortgage
Suite 250
Newport Beach, CA 92660
Tel: (949) 729-1660

Richard Schneider              Guaranty          $4,800,000
c/o M. Ray Hartman III, Esq.
DLA Piper US LLP
401 B Street, Ste. 1700
San Diego, CA 92101
Tel: (619) 699-2936

Internal Revenue Service       Income Tax        $2,475,000
Insolvency Group 2
880 Front Street
San Diego, CA 92101

Franchise Tax Board            Income Tax        $1,650,000
Bankruptcy Unit
P.O. Box 2952
Sacramento, CA 95812

Robert Rubenstein              Guaranty          $1,500,000
c/o Stephen Schreiner, Esq.
Solomon, Ward, et. al.
401 B Street, Suite 1200
San Diego CA 92101
619-231-0303

Huntington Capital             Guaranty          $1,400,000
4660 La Jolla Village
Drive, #650
San Diego, CA 92122
858- 259-7654

Pacific Western Bank           Loan              $1,100,000
c/o David K. Eldan, Esq.
Parker, Milliken, Clark,
O'Hara, Samuelian
555 So. Flower Street
13th floor
Los Angeles, CA 90071-2440
Tel: (213) 683-6500

Bank of America                Mortgage          $300,000


JOURNAL REGISTER: Bankruptcy Causes Anxiety in Delaware Newspaper
-----------------------------------------------------------------
John F. Morrison at Philadelphia Daily News reports that three
reporters at the Delaware County Daily Times said that they fear
for their future after the parent company, the Journal Register
Co., filed for Chapter 11 bankruptcy protection, amid slumping
advertising revenue and circulation.

Philadelphia Daily quoted one of the reporters as saying, "We used
to be a great paper.  Now, reporters are using 10-year-old
computers with Windows 98, and the overall staff has been
shrinking for years."

According to Philadelphia Daily, another reporter said, "Most
people in editorial have no idea how this is going to play out.
The rumor is that paychecks will be issued this week.  Beyond that
is anyone's guess."

Philadelphia Daily relates that some Delaware County Daily
staffers are annoyed that Journal Register has requested
permission to pay about $1.7 million to 30 officers.  The report
quoted a journalist as saying, "I don't even have words to tell
you how I feel.  You're not going to pay your little people, but
you're going to pay these bonuses?"

Journal Register, Philadelphia Daily says, closed five
Philadelphia community weeklies -- the Germantown Courier, Mount
Airy Times Express, Olney Times, News Gleaner, and Northeast
Breeze.  It has closed a total of 34 publications nationwide, says
the report.

Journal Register said in court documents that it would cancel its
stock and become a closely held company owned by its lenders.

                      About Journal Register

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

The company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP assist the company in its restructuring
effort.  The company's financial advisor is Lazard FrSres & Co..
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the company's chief restructuring officer.
The company listed $100 million to $500 million in assets and $500
million to $1 billion in debts.


KAPP LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: KAPP LLC
        P.O. Box 436
        Palmer, AK 99645

Bankruptcy Case No.: 09-00087

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Erik LeRoy, Esq.
                  500 L Street, Suite 302
                  Anchorage, AK 99501
                  Tel: (907) 277-2006
                  Email: leroy@alaska.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Randy Hobbs, president of the company.

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


L.I.D. LTD: Agent Working on NOL Carrybacks, Tax Credits
--------------------------------------------------------
Consensus Advisory Services LLC, the distribution agent appointed
under the confirmed chapter 11 plan of liquidation of L.I.D. Ltd.,
informed the U.S. Bankruptcy Court for the Southern District of
New York that it has been diligently working to recover tax net
operating loss carrybacks of roughly $100,000 for the tax years
2003 and 2004; and research and development tax credits of roughly
$150,000 for 2003 and 2004.  The R&D tax credits are currently
subject to an IRS audit.  The Distribution Agent is working with
Alliantgroup -- the firm engaged by the Debtor -- to support the
IRS audit.  Consensus said it cannot predict how long it might
take for the tax refunds to be received.

As of February 3, 2009, there are 12 pending adversary proceedings
before the Bankruptcy Court, Consensus said.

Adam L. Rosen, Esq., at Silverman Acampora LLP, represents
Consensus.

Separately, Bidz.com, an online retailer of jewelry, disclosed
that it acquired a $23.9 million lot of finished jewelry in the
bankruptcy auction of L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., one of the world's largest
manufacturers of diamond jewelry, filed a chapter 11 petition on
March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725).  Avrum J.
Rosen, Esq., at The Law Offices of Avrum J. Rosen and Rochelle R.
Weisburg, Esq., at Shiboleth, Yisraeli, Roberts & Zisman LLP
represented the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed total
assets of $157,784,935 and total debts of $143,867,465.

On September 16, 2008, the Debtor, through its chief restructuring
officer, filed an Amended Plan of Liquidation.  On November 14,
the Court confirmed the Plan. It became effective November 25,
2008.  Under the Plan, Consensus Advisory Services LLC, as
distribution agent, became responsible for winding down the
Debtor's affairs, liquidating remaining assets, making
distributions required by the Plan, and prosecuting certain
lawsuits and avoidance actions on behalf of the Debtor's estate.


LEAP WIRELESS: Compensation Panel OKs Performance Bonus Payments
----------------------------------------------------------------
On February 10, 2009, the Compensation Committee of the Board of
Directors of Leap Wireless International, Inc., approved company
performance bonus payments to these named executive officers of
the Company:

   -- S. Douglas Hutcheson, $412,850;

   -- Walter Z. Berger, $141,800 (pro-rated for his partial year
      of employment);

   -- Albin F. Moschner, $242,500;

   -- Glenn T. Umetsu, $191,400; and

   -- Leonard C. Stephens, $123,400.

These bonuses were paid pursuant to the Leap Wireless
International, Inc.  Executive Incentive Bonus Plan based upon the
Company's performance in 2008 as measured against corporate
performance goals approved by the Compensation Committee.

Also on February 10, 2009, the Compensation Committee approved
individual performance bonus payments to these executive officers:

   -- S. Douglas Hutcheson, $332,960;

   -- Walter Z. Berger, $70,600 (pro-rated for his partial year
      of employment);

   -- Albin F. Moschner, $148,600;

   -- Glenn T. Umetsu, $104,900; and

   -- Leonard C. Stephens, $69,600.

These bonuses were paid based upon the Compensation Committee's
evaluation of the individual officer's performance throughout the
year.

Also on February 10, 2009, the Board of Directors of the Company
authorized an increase in the annual salary of S. Douglas
Hutcheson, the Company's President and Chief Executive Officer,
from $650,000 per year to $750,000 per year.  Mr. Hutcheson will
also be eligible to receive an annual performance bonus equal to
100% of his annual salary, with the amount of the bonus determined
based on the Company's and his individual performance.

            Adoption of the 2009 Employment Inducement
    Equity Incentive Plan of Leap Wireless International, Inc.

On February 10, 2009, the Board of Directors of the Company
approved the 2009 Employment Inducement Equity Incentive Plan of
Leap Wireless International, Inc., for the purpose of granting
equity awards to new employees as an inducement to join the
Company.  The terms of the Inducement Plan are substantially
similar to the terms of the 2004 Stock Option, Restricted Stock
and Deferred Stock Unit Plan of Leap Wireless International, Inc.,
with three principal exceptions: (1) incentive stock options may
not be granted under the Inducement Plan; (2) the annual
compensation paid by the Company to specified executives will be
deductible only to the extent that it does not exceed $1,000,000,
as the conditions of Section 162(m) of the Code will not be met,
and (3) stockholder approval was not required in order to adopt
the Inducement Plan.

The Board of Directors of the Company has initially reserved
300,000 shares of the Company's common stock for issuance of
awards pursuant to the Inducement Plan.  The Inducement Plan will
be filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 2008.

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered its Cricket(R) service.  The company and its joint
ventures now operate in 29 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $5.0 billion, total liabilities of $3.4 billion and
stockholders' equity of $1.6 billion.  The company has a total of
$826.3 million in unrestricted cash, cash equivalents and short-
term investments as of Sept. 30, 2008.  Capital expenditures
during the third quarter of 2008 were $190.0 million, including
expenditures associated with the build-out of new markets and
capitalized interest.

For three months ended Sept. 30, 2008, the company posted net loss
of $48.7 million compared with net loss of $43.2 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $93.0 million compared with
net loss of $57.8 million for the same period in the previous
year.

                         *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed $200
million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LEHMAN BROTHERS: Inks Deal to Sell Venture Capital Business
-----------------------------------------------------------
Lehman Brothers Holdings, Inc., has struck a deal to spin off its
affiliate, Lehman Brothers Venture Capital Partners, to a group
composed of the venture capital business' management team and
HarbourVest Partners, an investment firm, the Wall Street Journal
reported today.

The venture capital unit, the Journal elaborated, will be owned
by its existing partners led by Thomas Banahan, Lehman's former
global head of venture capital, and four other executives Ben
Boyer, Stewart Grolimer, Brian Melton, and Brian Paul.  A private
equity investor, HarbourVestPartners, will assume Lehman's
existing investment and unfunded commitments to the venture fund,
the newspaper added.

The price of the deal was not disclosed, Reuters said, but
proceeds of the sale will be used to raise cash to repay
creditors of the Lehman Brothers units who have filed for
bankruptcy since September 2008.

Venture Capital will be renamed Tenaya Capital LLC, and will have
$750 million under management and 45 portfolio companies, the
Journal said.  The Financial Times said the venture capital
unit's most recent fund brought in $365 million when the fund was
raised in 2007.

Lehman has fully divested itself of the venture capital business
but will receive a percentage of the profit if Tenaya reaches
certain performance hurdles, the Journal added.

Mr. Banahan told the Financial Times that the deal protected the
fund's limited partners, portfolio companies and investors "by
ensuring that we retain the same management team that has built
this business over the last decade."

Among others, Lehman is assigning its lease of an office space in
a building located at 3000 Sand Hill Road, in Menlo Park,
California, which office is occupied by the management and
employees of the venture capital business.

Lehman has sold off many of its assets after the company sought
protection under Chapter 11 of the U.S. Bankruptcy Code in
September 2008.  Among others, Lehman has sold its North American
investment bank to Barclays Capital PLC, and its asset management
unit, including Neuberger Berman, to a management team in
December 2008.

The venture unit was established in 1995 and primarily invests in
technology start-ups, the International Herald Tribune related.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Seeks to Inject $15 Million to Bank Division
-------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its affiliated debtors sought
and obtained approval of the U.S. Bankruptcy Court for the
Southern District of New York to inject up to $15 million into
Lehman Brothers Bank FSB to prevent a seizure of its assets by
regulators.

Headquartered in Delaware, Lehman Brothers Bank is a federally
chartered thrift institution that has operated as a centerpiece
of LBHI's multi-asset loan origination, purchasing and servicing
business.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
said that Lehman Brothers Bank is undercapitalized and has been
directed by the Office of Thrift Supervision to submit a capital
restoration plan on how to raise its capital by no later than
February 28, 2009.

The bank's thrift financial report ending December 31, 2008,
showed that its capital was about $180 million below the level
considered adequately capitalized under regulatory requirements.
Lehman Brothers Bank is currently not permitted to raise funds
through issuing brokered certificates of deposits and is
restricted to make new loans and fund existing loan commitments,
Mr. Perez related.

"Unless the bank complies with the [directive] and develops a
capital plan . . . OTS will take enforcement action against the
bank, which action may result in the appointment of a receiver to
conduct a prompt liquidation of the bank's assets," Mr. Perez
said.

Lehman Brothers Bank is subject to the regulatory authority of
the OTS and is required to maintain sufficient capital in order
to continue normal operations.  The Bank's assets may be seized
and liquidated by the Federal Deposit Insurance Corporation if it
fails to meet this requirement.

Mr. Perez asserted that Lehman Brothers Bank is a valuable asset
of LBHI and that LBHI should be allowed to funnel a capital to
preserve its value to creditors.

Four months ago, the value of LBHI's equity interest in the bank
was reported at approximately $1 billion with total assets of
about $7.2 billion and liabilities of about $6.2 billion, Mr.
Perez said.

The Official Committee of Unsecured Creditors, in a statement,
expressed support for LBHI's request.  The panel said that the
failure to raise Lehman Brothers Bank's capital level would not
only risk its value but could also result in substantial claims
against the bank.

              Settlement with Aurora Loan Services

Lehman Brothers Bank also entered into a settlement with its
subsidiary, Aurora Loan Services LLC in a bid to raise about $180
million in capital and help the bank come close to attaining the
8% total risk-based capital ratio required for capital adequacy.

Under the deal, LBHI agreed to convey to Aurora Loan ownership of
rights it had on certain residential mortgage loans that it
purchased from Residential Funding Company LLC in February 2008,
and which are currently being serviced by Aurora Loan.

LBHI and Aurora Loan previously disputed over the ownership of
the servicing rights, which reportedly have a value of about $89
million.  Aurora Loan asserted that it is entitled to the benefit
of the servicing rights delivered to it by RFC early last year.

LBHI also agreed under the deal to convey to Aurora Loan its
rights and claims on the servicing fee for the period August 2008
to February 2009.  The servicing fee in the sum of $101 million,
serves as compensation to LBHI for appointing Aurora Loan as
servicer of its residential mortgage loans.  Aurora Loan,
however, has discontinued payment for the servicing fee since
September 15, 2008, on grounds that it "has not been a matter of
contractual obligation."

According to Mr. Perez, due to the dispute between the two
companies, Aurora Loan has not reflected in its thrift financial
report ending September 30 or December 31, 2008, any asset value
with respect to the servicing rights or the servicing fees.

"Consequently, the value of [Lehman Brothers Bank's] capital and
LBHI's equity interest in Aurora does not reflect the value of
these assets," Mr. Perez explained.  He said that were the
servicing rights and the servicing fees treated as assets of
Aurora Loan, Lehman Brothers Bank's capital is expected to
increase by approximately $180 million.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Fundo De Investimento Chapter 11 Case Dismissed
----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York dismissed the bankruptcy case of Fundo De
Investimento Multimercado Credito Privado Navigator
Investimento No Exterior, a wholly-owned subsidiary of Lehman
Brothers Special Financing Inc., effective February 24, 2009,
pursuant to Sections 1112(b) and 305 of the Bankruptcy Code.

Fundo filed for bankruptcy protection on October 5, 2008.

According to Richard Krasnow, Esq., at Weil Gotshal & Manges LLP,
in New York, Fundo was made to file for bankruptcy protection
based on the understanding that it is a U.S. entity incorporated
in Delaware.

However, Mr. Krasnow says it was learned later on that Fundo is
not a Delaware corporation but an investment fund organized in
Brazil.  It was also learned that Fundo is managed by BNY Mellon
Servicos Financeiros Distribuidora de Titulos e Valores
Mobiliarios, S.A., and has no creditors or assets in the U.S.
save for Lehman Brothers Holdings Inc.'s guaranty of a claim that
Fundo has against a non-U.S., non-debtor affiliate.

Mr. Krasnow explains that under Brazilian law, a fund is not
eligible for bankruptcy.  Fundo does not also have a "separate
legal personality" except that it can enter into contracts and
engage in other actions as if it were a legal entity through its
manager, he adds.

The pendency of Fundo's Chapter 11 case has prevented it from
fully implementing the wind-down of its business in a manner that
would maximize recovery for all of its stakeholders, Mr. Krasnow
tells the Court.  He relates that as part of its winding-down,
Fundo has explored the market for certain of its assets in
Brazil.  Potential sale partners, however, are reluctant to enter
into substantive negotiations because of the uncertainty
surrounding the effect of the U.S. case on Fundo's assets in
Brazil.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: PwC Zurich Wants LB Finance Ch. 11 Case Dismissed
------------------------------------------------------------------
PricewaterhouseCoopers AG Zurich, the liquidator and foreign
representative of Lehman Brothers Finance AG, asks the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
LBF's Chapter 11 case.

Zurich-based LBF, one of Lehman Brothers Holdings, Inc.'s
subsidiaries, filed for bankruptcy protection on October 3, 2008,
before the U.S. Bankruptcy Court.  LBF was placed under insolvency
proceeding in Switzerland following its bankruptcy filing in the
United States.

Attorney for PwC, Michael Rosenthal, Esq., at Gibson Dunn &
Crutcher LLP, in New York, says that his client has filed a
petition for recognition of LBF's bankruptcy case in Switzerland
as foreign main proceeding under Chapter 15 of the Bankruptcy
Code.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

"The ancillary case commenced by the chapter 15 petition is the
most efficient, expeditious and appropriate vehicle for
administering LBF's limited assets in the United States," Mr.
Rosenthal says.  He points out that LBF does not have employees
and offices in the U.S. and most of its creditors and assets are
located outside the country.

"Upon recognition of the Swiss bankruptcy as a foreign main
proceeding . . . the chapter 11 case will serve no further
purpose," Mr. Rosenthal says, adding that continuing the case
would merely impose administrative and financial burdens on LBF.

In connection with the proposed dismissal of LBF's chapter 11
case, PwC asks the Court that the lawsuit brought against the
company by a certain Declan Kelly in October 2008 be transferred
to the chapter 15 case.

The Court may conduct a hearing as early as March 11, 2009, to
consider PwC's request.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Court Approves Examiner's Preliminary Work Plan
----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the preliminary work plan prepared
by Anton Valukas, the examiner appointed in the bankruptcy cases
of Lehman Brothers Holdings Inc. and its debtor affiliates.

The work plan gives an overview on how the Examiner would conduct
his investigation into what caused the demise of LBHI and its
units, and other issues raised by their creditors.

A full-text copy of the Examiner's Work Plan is available for
free at http://bankrupt.com/misc/LehmanExaminerWorkPlan.pdf

Since his appointment, the Examiner, together with his counsel,
has started assembling and reviewing publicly available materials
deemed relevant to the scope of his investigation, and has been
in talks with concerned parties to reach consensus on a work
plan.

On January 26, 2009, the Examiner, according to Robert Byman,
Esq., at Jenner & Block LLP, in Chicago, Illinois, met with
representatives of LBHI and its units, the Official Committee of
Unsecured Creditors and other concerned parties to solicit views
and comments that would be of help in the formulation of a work
plan.  He has also been in talks with examiners of other cases,
Josh Hochberg and Richard Thornburgh, in a bid to develop an
efficient work plan.

The Examiner, Mr. Byman said has also worked out the parameters
of a protocol with James Giddens, trustee for Lehman Brothers
Inc.  Both are currently exploring mechanisms for sharing
documents and data, and have agreed to hold regular conference
calls to discuss their plans and to coordinate their activities.

The Examiner has also worked out the parameters of a protocol
with the U.S. Attorney for the Southern District of New York, and
is planning to reach similar agreement with other U.S. Attorneys
and the U.S. Securities and Exchange Commission.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Seeks to Hire Jones Day As Special Counsel
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Jones Day as their special counsel.

As special counsel, Jones Day will:

  (1) assist Lehman Brothers Holdings, Inc., in relation to any
      issues arising in the Asia Pacific region, principally in
      Hong Kong, The Philippines, Taiwan, Japan and Australia,
      as a result of their bankruptcy cases in the United
      States;

  (2) assist and advise LBHI with respect to the insolvency
      proceedings of Lehman Brothers Australia Holdings Pty
      Limited in Australia;

  (3) assist LBHI and its U.S.-based units in asserting claims
      in the Japanese Civil Rehabilitation proceedings of Lehman
      Brothers Japan KK, Lehman Brothers Commercial Mortgage KK
      and Sunrise Finance KK in Japan;

  (4) advise LBHI in connection with claims that may be asserted
      against it relating to Lehman Brothers Japan Holdings KK;

  (5) advise LBHI and its units with respect to distressed debt
      transactions in Taiwan, China, The Philippines and
      Thailand, and its acquisition and financing of real estate
      assets in Taiwan;

  (6) represent certain Lehman units through various "third
      parties" in the sale of their Sunrise Project and the
      changes to their corporate registrations required by the
      departure of the members of the Boards of their operating
      companies to Nomura;

  (7) continue representing LBHI in the lawsuit it filed against
      John Kontrabecki in the U.S. Bankruptcy Court of the
      Northern District of California, and in related bankruptcy
      cases; and

  (8) represent LBHI and its affiliated debtors in connection
      with their businesses and operations in India.

Attorney for LBHI, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the Debtors selected Jones Day
because of the firm's extensive experience as well as its
familiarity with the business operations of LBHI and its units.

Jones Day has represented various Lehman entities in the United
States, the Asia Pacific Rim and Australia with respect to
various litigation, securities, insolvency, commercial, real
estate and other matters, Mr. Krasnow says.  He adds that Jones
Day has also represented certain Lehman units since 2002 on more
than one hundred distressed debt transactions in Taiwan, China,
The Philippines and Thailand.

In exchange for its services, the Debtors will pay Jones Day
these hourly rates:

    Professionals         Rates
    -------------      -----------
    Partners           $575 - $900
    Counsel            $525 - $550
    Associates         $200 - $475
    Paralegals         $190 - $225

Jones Day will also be reimbursed of the expenses it may incur in
connection with its employment.

Simon Powell, Esq., a partner at Jones Day, assures the Court
that his firm does not represent or hold interest adverse to LBHI
and its affiliated debtors with respect to its duties as special
counsel.

The Debtors certified that no objection to the Jones Day
employment application was timely filed.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than $1 billion and estimated
liabilities of more than $1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LENOX GROUP: Adjourns Disclosure Statement Hearing to Sine Die
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned sine die, the hearing to consider approval of the
Disclosure Statement for the First Amended Joint Plan of Lenox
Group Inc. and its debtor-affiliates.

The hearing was previously scheduled for Feb. 11, 2008, at 3:00
p.m. (New York Time), before the Honorable Allan L. Gropper, U.S.
Bankruptcy Judge, One Bowling Green, Room 617, New York.

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LYONDELL CHEMICAL: DIP Loan Altered to Protect from Parent Default
------------------------------------------------------------------
Lyondell Chemical Co. told the U.S. Bankruptcy Court for the
Southern District of New York at a February 23 hearing that its
debtor-in-possession financing agreement has been modified so a
voluntary bankruptcy filing by the patent LyondellBasell
Industries AF SCA won't be a default on the $8 billion financing
for the reorganization, Bloomberg's Bill Rochelle said.  An
involuntary bankruptcy filed against the parent, however, still
would be a default on the proposed $8 billion credit, Mr. Rochelle
pointed out, citing a company lawyer.

The Bankruptcy Court was hearing Lyondell Chemical Co.'s request
to enjoin noteholders from pursing actions against its parent
LBIAF and European affiliates.  An entry of an injunction by the
Bankruptcy Court would give LBIAF many benefits of bankruptcy
without actually being in bankruptcy, Mr. Rochelle points out.
An automatic stay is currently imposed against all actions against
Lyondell Chemical, but not against LBIAF because it was included
in the Chapter 11 filing.

According to Mr. Rochelle, a bankruptcy filing by or against LBIAF
isn't out of the question.  On February 17, 2009, LBIAF did not
make the scheduled payment of interest in respect of its 8 3/8%
Senior Notes due 2015.  The Indenture governing the 2015 Notes
provides for a 30-day grace period for the payment of interest.

           Temporary Injunction for Suits vs. LBIAF

As reported by the Troubled Company Reporter, the U.S. Bankruptcy
Court has issued a temporary injunction on creditor actions
against LBIAF, pending the hearings on Lyondell Chemical's
request.  The temporary injunction entered by the Court also
restrains holders of record and beneficial owners of the EUR500
million and $615 million 8-3/8% Senior Notes due 2015 issued by
LBIAF from, among other things, taking any action to accelerate
the maturity of such notes.

Lyondell has commenced an adversary proceeding against Wilmington
Trust Company, Wachovia Bank, N.A., and 150 other parties to
extend the automatic stay under Section 362(a) of the Bankruptcy
Code to stop them from asserting claims or attempting to exercise
remedies against non-debtor holding company LBIAF or any non-
debtor affiliates based on guaranty issued by a non-debtor
affiliate for alleged debts arising under $1 billion in notes.
Wilmington Trust is the trustee under an indenture providing for
the $615,000,000 of 8-3/8% notes due in 2015 and EUR500,000,000 of
8-3/8% senior notes due in 2015 issued by the LBIAF affiliate.

                      Involuntary Insolvency

In its earlier request for injunction, Lyondell Chemical told the
Court that allowing the noteholders to accelerate all amounts
outstanding under the notes could precipitate an involuntary
insolvency proceeding against LBIAF, which in turn will cause a
default under its debtor-in-possession financing.

Pursuant to an indenture, dated as of August 10, 2005, Nell AF
S.A.R.L., the predecessor in interest to LBIAF, issued
$615,000,000 and EUR500,000,000 of 8-3/8% senior notes due 2015.
The 2015 Notes are guaranteed on a senior subordinated basis by
certain of LBIAF's subsidiaries.  According to David Peterson,
Esq., at Susman Godfrey L.L.P., in Houston, Texas, Lyondell
Chemical's bankruptcy filing triggered an event of default under
the 2015 Indenture; upon an event of default, the indenture
trustee or the holders of 25% or more of the 2015 Notes have the
right to declare all principal an accrued interest to be due and
payable and the trustee may exercise or direct the exercise of
certain remedies against LBIAF.

Mr. Peterson explained that acceleration of the 2015 Notes may
force LBIAF to commence a restructuring proceeding.  Additionally,
it is possible that due to an acceleration of the 2015 Notes,
certain holders of the 2015 Notes could attempt to commence an
involuntary bankruptcy proceeding against LBIAF in Luxembourg, the
Netherlands or elsewhere.  He added that a filing by or against
LBIAF would be disastrous to the Debtors' reorganization efforts
because, among other reasons, the commencement of an involuntary
insolvency proceeding against LBIAF would constitute a default
under both the Debtors' postpetition financing facility and the
Debtors' forbearance agreements with their prepetition senior
secured and bridge lenders.

                     $8 Billion DIP Financing

Lyondell Bankruptcy News, citing Lyondell Chemical's counsel,
reported yesterday that the final hearing to consider final
approval of Lyondell Chemical Company and its affiliated debtors'
DIP Facility has been adjourned to February 25, 2009.

Various parties have objected to the proposed $8 billion DIP Loan.
The terms of the loan may allow lenders to seize control of the
oil refiner and chemical producer, unsecured creditors said in
their objection, according to Bloomberg.

Two identical copies of revised proposed final DIP orders were
filed on February 22 and 23, 2009, with the Court reflecting
various changes based on input from and accommodations the Debtors
reached with various parties-in-interest.  A full-text copy of the
Revised Proposed Final DIP Order is available for free at:

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

George A. Davis, Jr., Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, earlier filed with the Court on February 20, 2009:

  * the proposed DIP Term Loan Agreement, a full-text copy of
    which is available for free at:
    http://bankrupt.com/misc/Lyondell_DIPTermLoanAgr.pdf

  * the proposed DIP ABL Revolving Credit Agreement, a full-text
    copy of which is available for free at:
    http://bankrupt.com/misc/Lyondell_DIPABLRevolvingAgr.pdf

                       About LyondellBassell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LUIS RODRIGUEZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Luis Angel Rodriguez Torres
        Nydia Villanueva Figueroa
        fdba LNK Construction Inc.
        fdba R&F Developers Inc.
        Calle Martinete 151
        San Juan, PR 00926

Bankruptcy Case No.: 09-01130

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Victor Gratacos Diaz, Esq.
         P.O. BOX 7571
         Caguas, PR 00726
         Tel: (787) 746-4772
         Email: vgratacd@coqui.net

Total Assets: $2,545,605

Total Debts: $2,126,910

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

             http://bankrupt.com/misc/prb09-01130.pdf


MCCOY 6 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: McCoy 6, LLC
        401 Grand Central Station Drive #6022
        Morgantown, WV 26505

Bankruptcy Case No.: 09- 00304

Chapter 11 Petition Date: February 19, 2009

Court: Northern District of West Virginia (Clarksburg)

Judge: Patrick M. Flatley

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

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Benjamin Warner, managing member.


MCFARLAND CALIFORNIA: Fitch Withdraws 'B' Rating on 2001 Certs.
---------------------------------------------------------------
Fitch Ratings affirms and simultaneously withdraws the 'B' rating
on McFarland, California, 2001 sewer-system financing project
certificates of participation, series 2001.  The Rating Outlook is
Negative.

The highly speculative rating reflects the system's weak
historical financial profile and debt service coverage
(highlighted by recent rate covenant violations); limited economy
and extreme customer concentration in privately operated prisons;
poor financial controls; and a substantial general fund structural
deficit faced by the city.  A significant multi-year rate increase
plan recently adopted by the city council should provide adequate
debt service coverage over the next several years, but Fitch has
concerns about its political sustainability.  The Negative Outlook
reflects this concern, as well as the city's marginal financial
condition and its potential impact on the sewer system.  The
withdrawal is due to lack of ongoing disclosure to Fitch.  Fitch
will no longer provide rating coverage of this security.


MINNEAPOLIS GRAND: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Minneapolis Grand, LLC
        5005 Newport Drive, Suite 600
        Rolling Meadows, IL 60008

Bankruptcy Case No.: 09-40942

Chapter 11 Petition Date: February 20, 2009

Court: District of Minnesota (Minneapolis)

Judge: Gregory F Kishel

Debtor's Counsel: Ralph Mitchell, Esq.
                  rmitchell@lapplibra.com
                  Lapp Libra Thomson Stoebner & Pusch
                  One Financial Plaza, Suite 2500
                  120 S. 6th Street
                  Minneapolis, MN 55402
                  Tel: (612) 338-5815

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Centerpoint Energy             trade debt        $8,461
PO Box 4671
Houston, TX 77210

CIBA Insurance Services        trade debt        $4,791
655 N. Central Avenue
Glendale, CA 91203

Excel Energy                   trade debt        $3,795
PO Box 9477
Minneapolis, MN 55484

Appliance Warehouse            trade debt        $1,775

Qwest                          trade debt        $1,613

City of Minneapolis            trade debt        $1,427

Allied                         trade debt        $523

Diego Flacon                   trade debt        $280

The petition was signed by Alex Gershbeyn.


MODINE MANUFACTURING: Enters Into Amendment & Waivers With Lenders
------------------------------------------------------------------
On February 17, 2009, Modine Manufacturing Company entered into
these agreements:

   * First Amendment to Credit Agreement and Waiver of the
     Amended and Restated Credit Agreement with JPMorgan Chase
     Bank, N.A. (successor by merger to Bank One, NA (main office
     Chicago)), a national banking association, as Swing Line
     Lender, as LC Issuer and as Agent and Bank of America, N.A.,
     M&I Marshall & Ilsley Bank, Wells Fargo Bank, N.A., Dresdner
     Bank AG, U.S. Bank, National Association and Comerica Bank;

     A full-text copy of the First Amendment is available for
     free at: http://researcharchives.com/t/s?39cc

   * Waiver and Second Amendment to Note Purchase Agreement
     (2006) amending the Note Purchase Agreement dated as of
     December 7, 2006, as amended, pursuant to which the Company
     issued $50,000,000 of 5.68% Senior Notes, Series A due
     December 7, 2017, and $25,000,000 5.68% Senior Notes, Series
     B due December 7, 2018; and

     A full-text copy of the 2006 Senior Note Amendment is
     available for free at: http://researcharchives.com/t/s?39cd

   * Waiver and Second Amendment to Note Purchase Agreement
     (2005) amending the Note Purchase Agreement dated as of
     September 29, 2005, as amended, pursuant to which the
     Company issued $75,000,000 of 4.91% Senior Notes due
     September 29, 2015.

     A full-text copy of the 2005 Senior Note Amendment is
     available for free at: http://researcharchives.com/t/s?39ce

The Company entered into the Amendments to waive certain events of
default existing under the Credit Agreement, the 2006 Note
Purchase Agreement and the 2005 Note Purchase Agreement at
December 31, 2008, and amend other provisions of the Credit
Agreement, the 2006 Note Purchase Agreement and the 2005 Note
Purchase Agreement.

Under the First Amendment, the Company will pay interest rates of
300 additional basis points for any amounts outstanding.  Under
the 2006 Senior Note Amendment, the Company will pay an interest
rate of 10.75 percent on the 2006 Notes.  Under the 2005 Senior
Note Amendment, the Company will pay an interest rate of 10.0
percent on the 2005 Notes.  If the Company obtains a credit rating
of BBB flat or better, the interest rates will be immediately
reduced by 2.50 percent for all senior notes.  The Company
incurred total fees of $3,054,000 to the Lenders and holders of
2006 Notes and 2005 Notes in conjunction with the Amendments.
These fees will be capitalized and amortized over the life of the
applicable agreements.

Pursuant to the terms of the Amendments:

   * The Company provided the Lenders and holders of the 2006
     Notes and the 2005 Notes a blanket lien on all domestic
     assets, certain of the Company's domestic subsidiaries are
     guaranteeing the Company's outstanding borrowings, and 65
     percent of the Company's and the guarantors' stock in
     foreign subsidiaries is pledged as collateral;

   * The existing quarterly leverage ratio and interest expense
     coverage ratio covenants are temporarily replaced by a
     minimum adjusted EBITDA level for the fourth quarter of
     fiscal 2009 and each quarter during fiscal 2010, with
     amended leverage and interest expense coverage ratio
     covenants becoming effective for the fourth quarter of
     fiscal 2010;

   * The Company will be required to make principal payments of
     $4,688,000 quarterly beginning December 29, 2011 on the 2005
     Notes, principal payments of $3,125,000 quarterly beginning
     March 7, 2014 for the 2006 Notes, Series A, and principal
     payments of $1,563,000 quarterly beginning March 7, 2014 for
     the 2006 Notes, Series B;

   * The maturity date for the 2006 Notes, Series B will be
     December 7, 2017;

   * When the principal amount outstanding under the Credit
     Agreement exceeds $94,000,000, the Company will be required
     to prepay the outstanding indebtedness on the revolving
     credit facility and senior notes with aggregate U.S. cash
     balances that exceed $10,000,000 and aggregate foreign cash
     balances that exceed $20,000,000, subject to certain
     exceptions and timing requirements;

   * The Company will be permitted to incur up to 35,000,000
     euros ($48,888,000 US equivalent) of additional indebtedness
     in its Original Equipment - Europe segment, and an
     additional aggregate $10,000,000 of other indebtedness, as
     that term is defined in the agreements.  The revolving
     credit facility aggregate commitment amount of $175,000,000
     will be reduced up to a maximum of $15,000,000 for the
     amount by which the Original Equipment - Europe segment's
     aggregate additional indebtedness, both outstanding and
     available lines of credit, exceeds 5,000,000 euros
     ($6,984,000 US equivalent);

   * The Company will be required to prepay its outstanding
     revolving credit facility and senior note borrowings and the
     $175,000,000 aggregate commitment for the revolving credit
     facility will be equally reduced by 100 percent of net
     proceeds from aggregate asset sales greater than $25,000,000
     and by 50 percent of the net proceeds form certain capital
     stock transactions;

   * The Company is required to deposit $10,000,000 of cash
     collateral with JPMorgan Chase Bank, N.A., as security for
     unrealized losses on existing commodity derivatives where
     JPMorgan Chase Bank, N.A., is the counterparty;

   * Various other restrictive covenants are contained in the
     Amendments, including restrictions on dividend payments and
     acquisitions; the elimination of the previous $75,000,000
     accordion feature in the Credit Agreement; provisions for
     the hiring of financial advisors; a limit on capital
     expenditures ($30,000,000 for the fiscal quarter ending
     March 31, 2009, $65,000,000 for the fiscal year ending
     March 31, 2010, and $70,000,000 for any fiscal year ending
     thereafter); and limitations on indebtedness other than
     pursuant to the Credit Agreement, the 2006 Note Purchase
     Agreement and the 2005 Note Purchase Agreement.

The adjusted EBITDA levels that the Company must achieve beginning
in the fourth quarter of fiscal 2009 to comply with the Amendments
are:

                                             Minimum Consolidated
   Fiscal Quarter                               Adjusted EBITDA
   --------------                            --------------------
   Fiscal quarter ending March 31, 2009, as
   calculated for the fiscal quarter then ending      $25,000,000

   Fiscal quarter ending June 30, 2009, as
   calculated for the two consecutive fiscal
   quarters then ending                               $22,000,000

   Fiscal quarter ending September 30, 2009, as
   calculated for the three consecutive fiscal
   quarters then ending                               $14,000,000

   Fiscal quarter ending December 31, 2009, as
   calculated for the four consecutive fiscal
   quarters then ending                                $1,750,000

   Fiscal quarter ending March 31, 2010, as
   calculated for the four consecutive fiscal
   quarters then ending                               $35,000,000

Adjusted EBITDA is defined as the Company's (loss) earnings from
continuing operations before interest expense and (benefit from)
provision for income taxes, adjusted to exclude unusual, non-
recurring or extraordinary non-cash charges and cash restructuring
and repositioning charges not to exceed $14,000,000, and further
adjusted to add back depreciation and amortization expense.

The Company cannot permit the Leverage Ratio -- the ratio of
Consolidated Total Debt to Consolidated Adjusted EBITDA for a
rolling four quarters -- determined as of the end of each fiscal
quarter, to be greater than the ratio set forth opposite such
fiscal quarter:

   Fiscal Quarter                          Maximum Leverage Ratio
   --------------                          ----------------------
   Fiscal quarter ending March 31, 2010              7.25 to 1.00
   Fiscal quarter ending June 30, 2010               5.50 to 1.00
   Fiscal quarter September 30, 2010                 4.75 to 1.00
   Fiscal quarter ending December 31, 2010           3.75 to 1.00
   Fiscal quarter ending March 31, 2011              3.50 to 1.00
   Fiscal quarter ending June 30, 2011               3.50 to 1.00
   Any fiscal quarter ending thereafter              3.00 to 1.00

In addition, the Company cannot permit the Interest Expense
Coverage Ratio -- the ratio of Consolidated Adjusted EBITDA to
Consolidated Interest Expense for a rolling four quarters --
determined as of the end of each fiscal quarter, to be less than
the ratio set forth opposite such fiscal quarter.  The interest
expense coverage ratio covenant calculation was also changed in
the Amendments to be calculated as the ratio of adjusted EBITDA to
interest expense.

                                         Minimum Interest Expense
   Fiscal Quarter                             Coverage Ratio
   --------------                        ------------------------
   Fiscal quarter ending March 31, 2010              1.50 to 1.00
   Fiscal quarter ending June 30, 2010               2.00 to 1.00
   Fiscal quarter September 30, 2010                 2.50 to 1.00
   Any fiscal quarter ending thereafter              3.00 to 1.00

The Company also filed its Form 10-Q for the quarter ended
December 31, 2008.  The Company posted a net loss of $56,057,000,
on revenues of $41,913,000 for the three months ended
December 31, 2008.  The Company's balance sheet at December 31,
2008, showed total assets of $989,226,000, total liabilities of
$641,570,000, and total shareholders' equity of $347,656,000.

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

                           About Modine

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


MUZAK HOLDINGS: Wants to Extend Schedules Filing Until March 13
---------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
April 13, 2009, the deadline by which the Debtors must file
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases and statements of financial
affairs.

The Debtors anticipate they will be unable to complete the
schedules and statement by the March 12 deadline because of the
substantial size, scope and complexity of the Chapter 11 cases and
the volume of material that must be compiled and reviewed by the
Debtors' staff to complete the schedules and statements for each
Debtor.

In addition, the Debtors believe it is most appropriate to present
the motion of seal in advance of filing the schedules and
statements.  The Debtors intend to complete the schedules and
statements as quickly as possible under the circumstances.

The Debtors add that the proposed extension will not harm
creditors and other parties in interest because, even under the
extended deadline, the Debtor will file the schedules and
statements in advance of any deadline for filing proofs of claim
in the Chapter 11 cases.

                     About Muzak Holdings LLC

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

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


MUZAK HOLDINGS: Wants Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP as their counsel.

K&E will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and properties;

   b) advise the Debtors on the conduct of the chapter 11 cases,
      including all the legal and administrative requirements of
      operating in Chapter 11;

   c) attend meetings and negotiate with representatives of the
      creditors and other parties in interest;

   d) prosecute actions on the Debtors' behalf, defend any action
      commenced against the Debtors and represent the Debtors'
      interest in negotiations concerning litigation in which the
      Debtors are involved, including objections to claims filed
      against the Debtors' estates;

   e) prepare pleadings in connection with these Chapter 11
      cases, including motions, applications, answers, orders,
      reports and papers necessary or otherwise beneficial to the
      administration of the Debtors' estates;

   f) appear before the court and any appellate courts to
      represent the interests of the debtors' estates;

   g) advise the Debtors regarding tax matters;

   h) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a chapter 11 plan and all
      documents related thereto; and

   i) perform all other necessary legal services for the Debtors
      in connection wit the prosecution of these chapter 11
      cases, including (i) analyzing the Debtors' leases and
      contracts and the assumptions, rejections or assignments
      thereof, (ii) analyzing the validity of liens against the
      debtors and (iii) advising the Debtors on corporate and
      litigation matters.

In a separate application, the Debtors have asked authority to
employ Klehr, Harrison, Harvey, Branzburg & Ellers, LLP as local
and co-counsel to K&E.  The Debtors intend Kler to handle matters
that K&E cannot handle due to conflicts of interest.  The Debtors
will implement appropriate procedures to ensure that there is
minimal, if any, duplication.

Edward O. Sassower, a partner at K&E, tells the Court that he and
Joshua A, Susberg will have primary responsibility for providing
services to the Debtors.  Their hourly rates are:

     Edward O. Sassower                     $735
     Joshua A. Sussberg                     $610

In addition, and as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.  These
professionals' hourly rates are:

     Partners                           $550 - $965
     Of Counsel                         $390 - 965
     Associates                         $320 - 660
     Paraprofessionals                  $110 - $280

Mr. Sassower adds that K&E received a classic retainer of $780,000
on Dec. 12, 2008.  K&E placed that amount into its general cash
account.  As of the petition date, the Debtors do not owe K&E any
amounts for legal services rendered before the petition date.

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

Mr. Sassower can be reached at:

     Kirkland & Ellis LLP
     Citigroup Center
     153 East 53rd Street
     New York, New York 10022-4611
     Tel: +1 212-446-4800
     Fax: +1 212-446-4900

                     About Muzak Holdings LLC

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

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  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.


MUZAK HOLDINGS: Wants Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP as their counsel.

K&E will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and properties;

   b) advise the Debtors on the conduct of the chapter 11 cases,
      including all the legal and administrative requirements of
      operating in Chapter 11;

   c) attend meetings and negotiate with representatives of the
      creditors and other parties in interest;

   d) prosecute actions on the Debtors' behalf, defend any action
      commenced against the Debtors and represent the Debtors'
      interest in negotiations concerning litigation in which the
      Debtors are involved, including objections to claims filed
      against the Debtors' estates;

   e) prepare pleadings in connection with these Chapter 11
      cases, including motions, applications, answers, orders,
      reports and papers necessary or otherwise beneficial to the
      administration of the Debtors' estates;

   f) appear before the court and any appellate courts to
      represent the interests of the debtors' estates;

   g) advise the Debtors regarding tax matters;

   h) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a chapter 11 plan and all
      documents related thereto; and

   i) perform all other necessary legal services for the Debtors
      in connection wit the prosecution of these chapter 11
      cases, including (i) analyzing the Debtors' leases and
      contracts and the assumptions, rejections or assignments
      thereof, (ii) analyzing the validity of liens against the
      debtors and (iii) advising the Debtors on corporate and
      litigation matters.

In a separate application, the Debtors have asked authority to
employ Klehr, Harrison, Harvey, Branzburg & Ellers, LLP as local
and co-counsel to K&E.  The Debtors intend Kler to handle matters
that K&E cannot handle due to conflicts of interest.  The Debtors
will implement appropriate procedures to ensure that there is
minimal, if any, duplication.

Edward O. Sassower, a partner at K&E, tells the Court that he and
Joshua A, Susberg will have primary responsibility for providing
services to the Debtors.  Their hourly rates are:

     Edward O. Sassower                     $735
     Joshua A. Sussberg                     $610

In addition, and as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.  These
professionals' hourly rates are:

     Partners                           $550 - $965
     Of Counsel                         $390 - 965
     Associates                         $320 - 660
     Paraprofessionals                  $110 - $280

Mr. Sassower adds that K&E received a classic retainer of $780,000
on Dec. 12, 2008.  K&E placed that amount into its general cash
account.  As of the petition date, the Debtors do not owe K&E any
amounts for legal services rendered before the petition date.

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

                     About Muzak Holdings LLC

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

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  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.


MUZAK HOLDINGS: Wants to Hire Klehr Harrison as Co-Counsel
----------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Klehr, Harrison, Harvey, Branzburg & Ellers LLP as co-counsel.

Klehr Harrison will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved and preparation of objections to
      claims filed against the Debtors' estates;

   c) prepare all necessary motions, applications, answers,
      orders, reports and papers in connection with the
      administration of the Debtors' estates; and

   d) perform all other necessary legal services in connection
      with the Chapter 11 cases.

Domenic E. Pacitti, a partner at Klehr Harrison tells the Court
that the firm's professionals' hourly rates are:

     Morton R. Branzburg, Partner               $575
     Domenic E. Pacitti, Partner                $475
     Michael Yurkewwiez, Of Counsel             $350
     Jennifer Parone Cook, Associate            $250
     Melissa K. Hughes, Paralegal               $160

Mr. Pacitti adds that the firm received a $150,000 ratainer in
connection with the planning and preparation of the Debtors'
Chapter 11 filings and its proposed postpetition representation of
the Debtors.  The remainder of the retainer paid to Klehr Harrison
and not expended for prepetition services and disbursements will
be treated as classic retainer and will be applied against final
invoices.

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

Mr. Pacitti can be reached at:

     Klehr, Harrison, Harvey, Branzburg & Ellers LLP
     919 Market Street
     Wilmington, DE 19801-3062
     Tel: (302) 426-1189
     Fax: (302) 426-9193

                     About Muzak Holdings LLC

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

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


MUZAK HOLDINGS: Taps Moelis & Company as Financial Advisor
----------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Moelis & Company LLC as financial advisor and investment banker.

Moelis will assist in the evaluation of strategic alternatives
relating to a restructuring of the Debtors' debt obligations and
render investment banking and financial advisory services to the
Debtors in connection with these Chapter 11 cases including:

   a) undertake, in consultation with members of management of
      the Debtors, a comprehensive business and financial
      analysis of the Debtors;

   b) review and analyze the Debtors' assets and their operating
      and financial strategies;

   c) review and analyze the business plans and financial
      projections prepared by the Debtors;

   d) evaluate the Debtors debt capacity and assist in the
      determination of an appropriate capital structure for the
      Debtors;

   e) identify, initiate, review, negotiate and evaluate any
      restructuring transaction or capital transaction, and if
      directed, develop and evaluate alternative proposal for a
      restructuring transaction or capital transaction;

   f) solicit and evaluate indications of interest and proposals
      regarding any restructuring transaction or capital
      transaction from current and potential lenders, equity
      investors, acquirers or strategic partners;

   g) assist the Debtors in developing strategies to effectuate,
      and ultimately negotiate, any restructuring transaction or
      capital transaction, including financial alternatives;

   h) determine values or ranges of values for the Debtors and
      any securities that the debtors offer or propose to offer
      in connection with a capital transaction;

   i) working with the Debtors' management and based upon
      information provided by the Debtors, prepare on or more
      memoranda describing the Debtors and their business for use
      in any potential capital transaction and contact potential
      acquirer or investors;

   j) be available at the Debtors' request to meet with the
      Debtors' management, board of directors, creditors groups,
      equityholders, any official committees appointed in the
      Chapter 11 cases, or other parties to discuss any
      restructuring transaction or capital transaction;

   k) if requested by the Debtors, participate in hearings before
      this Court and provide relevant testimony; and

   l) other financial advisory and investment banking services as
      may be agreed upon by Moelis and the Debtors.

The Debtors intend that the services of Moelis will complements,
and not duplicate, the services to be rendered by any other
professionals retained in these Chapter 11 cases.

Robert J. Flachs, managing director of Moelis & Company LLC, tells
the Court that Moelis will be paid:

   i) a cash fee of $175,000 per month;

  ii) a fee of $4,000,000 payable upon the consummation of a
      restructuring transaction; and

iii) a fee upon the consummation of a capital transaction.  The
      capital transaction fee will be paid in cash and will be in
      an amount customary for similar capital transactions,
      subject to the mutual agreement of the Debtors and Moelis
      at the appropriate time.  The capital transaction will be
      paid immediately upon the closing of each capital
      transaction.

Before the petition date, the Debtors paid Moelis approximately
$74,903 for reimbursement of Moelis expenses billed through
Dec. 3, 2008, in connection with Moelis representation of the
Debtors pursuant to the terms of the merger and sale engagement
letter and the termination letter.

In addition, the Debtors paid approximately $559,432 in full
payment of monthly fees and reimbursements of Moelis expenses
bills through the petition date.  Moelis did not hold a
prepetition claim against the Debtors for services rendered in
connection with the engagement.

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

                     About Muzak Holdings LLC

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

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr, D. Del., Lead Case No. 09-10422).  Kirkland
& Ellis LLP is serving as legal advisor 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.


NAGEL LUMBER: Creditor Files for Firm's Chapter 7 Bankruptcy
------------------------------------------------------------
Milwaukee Journal Sentinel reports that National Assurance, acting
on behalf of Wisconsin Public Service Corp., has filed a Chapter 7
bankruptcy petition for Nagel Lumber Co. Inc. in the U.S.
Bankruptcy Court for the Western District of Wisconsin.

According to Milwaukee Journal, Wisconsin Public Services claims
that Nagel Lumber owes it about $57,918, stemming from a judgment
entered in October 2005.

Nagel Lumber Co. Inc. is a sawmill in Land O' Lakes in Vilas
County.


NAILITE INT'L: Proposes Credit-Bid Sale to Secured Lender
---------------------------------------------------------
Nailite International Inc., is proposing to sell the business in
exchange for $8 million of an existing secured loan and an amount
of cash yet to be negotiated, Bloomberg's Bill Rochelle reported.

According to the Bloomberg report, unless someone makes a better
offer at auction, the buyer is to be Premier Exteriors LLC, an
Aurora, Illinois-based siding and window installer that purchased
the first-lien secured debt in January.

The report adds that the agreement with Premier requires an
auction by March 24 and a sale-approval hearing not later than
March 27. A hearing to consider approving bid procedures is set
for Feb. 27.

Premier is proving Nailite $3 million in debtor-in-financing.

               About Nailite International

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

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


NORTEL NETWORS: Feb. 27 Hearing for Layer 4-7 Bidding Protocol
--------------------------------------------------------------
Nortel Networks Corp., seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hold an auction on March 23
for its Layer 4-7 business, Bloomberg's Bill Rochelle said.  Tel
Aviv-based Radware Ltd. is under contract to buy the business for
$17.65 million, absent higher and better bids at the auction.

Nortel Networks' proposed bid protocol is scheduled for hearing on
February 27.  The proposed bid procedures set a March 19 deadline
for competing bids.

As reported by the Troubled Company Reporter on February 24,
Nortel Networks Corporation has entered into a Stalking Horse
asset purchase agreement to sell certain portions of it
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)


NOVA CHEMICALS: Secures $150 Million in New Financing From EDC
--------------------------------------------------------------
NOVA Chemicals has secured $150 million in new financing. The $150
million exceeds the February 28, 2009, new financing condition
agreed to by the Company as part of the earlier announced
financial covenant relief.  The new financing is a revolving
credit facility with Export Development Canada, and a syndicate of
three Canadian banks.

"This is a very big step toward ensuring NOVA Chemicals' financial
position remains solid through this challenging period. We are
particularly pleased to add EDC as a new lender to our financing
mix," said Larry MacDonald, Chief Financial Officer.

On January 29, 2009, NOVA Chemicals reported financial reports for
the fourth quarter ended December 31, 2008.  NOVA Chemicals posted
a $214 million net loss compared to $98 million net income for the
third quarter of 2008, and $126 million net income for the fourth
quarter of 2007.  Liquidity at the end of the fourth quarter was
$573 million, up from $510 million at the end of the third quarter
of 2008.  It increased liquidity by a total of
$90 million in the second half of 2008.

The Company had $4.0 billion in total assets and $3.1 billion in
total liabilities as of December 31, 2008.

Net debt was reduced by $290 million in the fourth quarter,
including a reduction in accounts receivable securitization
balances of $150 million.

Subsequent to the end of the fourth quarter, NOVA Chemicals and
its banks unanimously amended covenants that should give the
Company use of its bank credit lines during the first half of
2009.

NOVA Chemicals has five revolving credit facilities totaling
$683 million.  As of December 31, 2008 and September 30, 2008,
NOVA Chemicals had utilized $184 million and $249 million of its
revolving credit facilities, respectively -- of which $40 million
and $46 million, respectively, was in the form of letters of
credit.

Two of the revolving credit facilities, the total return swap and
NOVA Chemicals' Accounts Receivable Securitization programs are
governed by financial covenants which NOVA Chemicals is required
to comply with on a quarterly basis.  The covenants require a
maximum net debt-to-cash flow ratio of 5:1 and a minimum interest
coverage ratio of 2:1.  At December 31, 2008, the Company was in
compliance with these financial covenants.

NOVA Chemicals negotiated amendments to the financial covenants
that provide relief to give the Company access to its major credit
lines during the first half of 2009, subject to complying with
certain conditions which include securing $100 million in
additional financing by February 28, 2009, and an additional
$100 million by June 1, 2009.

NOVA Chemicals' $250 million 7.4% debentures are scheduled to
mature April 1, 2009.  The Company currently expects that its
year-end liquidity position coupled with core bank support and
internal actions taken to conserve cash will put the Company in a
position to deal with this bond maturity.

In September 2008, NOVA Chemicals extended the maturity date of
the total return swap with respect to the $126 million of Series A
preferred shares by one year to October 31, 2009.  In December
2008, NOVA Chemicals amended the terms of the total return swap to
eliminate the stock price trigger by which the counterparty would
have had the right to terminate the total return swap.  Cash
collateral of $45 million has been provided to the counterparty as
of December 31, 2008.  An additional $6 million of cash collateral
has been provided so far in 2009.

NOVA Chemicals also has $300 million in accounts receivable
securitization programs that expire on June 30, 2010.  The
balances as of Dec. 31, 2008, and Sept. 30, 2008, were
$175 million and $286 million, respectively.  NOVA Chemicals does
not include any undrawn amounts under the accounts receivable
securitization programs as part of liquidity.

The INEOS NOVA joint venture has two accounts receivable
securitization programs, a $150 million North American program and
a EUR120 million European program.  NOVA Chemicals' 50% share of
the balances as of December 31, 2008, and September 30, 2008, were
$27 million and $39 million, respectively, under the North
American program and EUR25 million and EUR44 million,
respectively, under the European program.

NOVA Chemicals Corporation -- http://www.novachemicals.com/--
headquartered in Calgary, Alberta, Canada, produces ethylene and
polyethylene.  NOVA reported revenues of $7.4 billion for 2008.
Company shares are traded on the Toronto and New York stock
exchanges as NCX.

                          *     *     *

Moody's Investors Service has lowered Nova Chemicals' Corporate
Family Rating to B2 from Ba3, its rating on unsecured notes to B3
from Ba3, and its Speculative Grade Liquidity rating to SGL-4 from
SGL-3.

Standard & Poor's Ratings Services has lowered the long-term
corporate credit and senior unsecured debt ratings on NOVA
Chemicals to 'CCC+' from 'B+'.  The recovery rating on the
unsecured debt is unchanged at '4', indicating an expectation of
average (30%-50%) recovery in the event of default.

Fitch Ratings has downgraded the Issuer Default Rating of NOVA
Chemicals to 'B-' from 'BB-'.  Additionally, Fitch has downgraded
the senior secured revolver, unsecured revolver and notes, and
preferred shares to 'BB-' from 'BB+'.  The company's ratings
remain on Rating Watch Negative.


NOVA CHEMICALS: May Owe $84 Million Under Forward Contracts
-----------------------------------------------------------
Counterparties to forward transactions entered into by NOVA
Chemicals Corporation may be due $84 million after trading in the
Company's common stock dipped below $8.

According to data from Yahoo! Finance, shares of NOVA Chemicals
closed at about $5.15 per share as of the close of trading on
February 23, 2009.  Prior to Monday's trading, the shares hovered
well below the $2 mark.  On February 2, the shares closed at $1.24
a share and rose to $1.34 as of February 20.

In September 2008, NOVA Chemicals extended to November 2009 its
two forward transactions that were intended to neutralize the
mark-to-market impact of two of its cash-settled stock-based
compensation plans.  Accrued interest for the three-year period on
both forward transactions of $29 million was paid in November
2008.  Due to the decrease in NOVA Chemicals stock price, the
forward transactions were no longer effectively neutralizing the
mark-to-market impact of the two stock-based compensation plans
and NOVA Chemicals settled one of the forward transactions in
January 2009 for $42 million.

According to NOVA Chemicals, the remaining forward transaction
contains stock price triggers which allow the counterparty to
terminate the agreement if NOVA Chemicals stock price is $8 or
less for three consecutive trading days commencing February 1,
2009.  If this stock price trigger is met and the counterparty
elects to terminate the agreement, based on its current stock
price, NOVA Chemicals would owe the counterparty approximately $84
million.  If the Company's stock price is $12 or less for three
consecutive trading days commencing February 1, 2009, NOVA
Chemicals would be required to repay $17 million of the forward
transaction.

NOVA Chemicals Corporation -- http://www.novachemicals.com/--
headquartered in Calgary, Alberta, Canada, produces ethylene and
polyethylene.  NOVA reported revenues of $7.4 billion for 2008.
Company shares are traded on the Toronto and New York stock
exchanges as NCX.

                          *     *     *

Moody's Investors Service has lowered Nova Chemicals' Corporate
Family Rating to B2 from Ba3, its rating on unsecured notes to B3
from Ba3, and its Speculative Grade Liquidity rating to SGL-4 from
SGL-3.

Standard & Poor's Ratings Services has lowered the long-term
corporate credit and senior unsecured debt ratings on NOVA
Chemicals to 'CCC+' from 'B+'.  The recovery rating on the
unsecured debt is unchanged at '4', indicating an expectation of
average (30%-50%) recovery in the event of default.

Fitch Ratings has downgraded the Issuer Default Rating of NOVA
Chemicals to 'B-' from 'BB-'.  Additionally, Fitch has downgraded
the senior secured revolver, unsecured revolver and notes, and
preferred shares to 'BB-' from 'BB+'.  The company's ratings
remain on Rating Watch Negative.


NOVA CHEMICALS: To Sell Biz to Abu Dhabi Gov't for $2.3 Billion
---------------------------------------------------------------
International Petroleum Investment Company and NOVA Chemicals
Corporation (NYSE, TSX: NCX) entered into an agreement providing
for the acquisition by IPIC of all of NOVA Chemicals' outstanding
common shares for a cash consideration of US$6.00 per Share.  The
acquisition will be implemented by way of a court-approved plan of
arrangement under the Canada Business Corporations Act.

The consideration per Share represents a 348% premium over the
February 20, 2009 closing price of the Shares on the New York
Stock Exchange and a 204% premium over the combined and currency-
adjusted 30-day volume-weighted average price of the Shares on the
Toronto Stock Exchange and NYSE up to and including
February 20, 2009.  The total value of the Arrangement, including
assumption of NOVA Chemicals' net debt obligations, is
approximately US$2.3 billion.

Based on a C$/US$ exchange rate of 1.2541, the cash consideration
equates to C$7.52 per Share.

The actual C$ equivalent cash consideration per Share will be
based on the C$/US$ exchange rate at the time when the Arrangement
is closed.

NOVA Chemicals' operations are geographically complementary,
bringing together IPIC's existing petrochemicals capabilities in
Europe, the Middle East and Asia and those of NOVA Chemicals which
are primarily in North America.

The Arrangement is intended to enable NOVA Chemicals to meet all
of its obligations to all of its stakeholders and will strengthen
NOVA Chemicals' balance sheet so that its strong assets will
continue to operate and expand.  As part of the Arrangement, IPIC
has agreed to a US$250 million credit backstop facility to provide
NOVA Chemicals with sufficient liquidity.

Under the Arrangement, NOVA Chemicals will operate as an
independent chemicals and plastics company.  It will continue to
invest substantially in its Alberta and Ontario operating
facilities, and also in its large and very productive research and
development facilities in Calgary, AB.

"This acquisition will provide enhanced balance sheet strength for
NOVA Chemicals and facilitate NOVA Chemicals' growth
internationally. We can provide stability and allow NOVA Chemicals
to meet its operational and financial requirements while
continuing to expand and invest in its business," stated Managing
Director and Board Member, IPIC, H.E. Khadem Al Qubaisi.  "We
believe the cash consideration under the Arrangement is very
attractive to NOVA Chemicals shareholders and that the Arrangement
is a very positive development for NOVA Chemicals' employees and
other stakeholders."

NOVA Chemicals will continue to manage its operations and set its
business objectives from North America.  IPIC appreciates the high
quality of NOVA Chemicals management and looks forward to working
with the senior management team for the continued success and
long-term growth of the company.  IPIC encourages significant
management autonomy while being available at the Board level to
provide strategic guidance and governance.  IPIC has no plans to
change the current operations of NOVA Chemicals, and the current
President and COO, Mr. Chris Pappas is expected to remain with the
company as Chief Executive Officer upon the previously announced
retirement of Mr. Jeff Lipton on May 1, 2009.

"The opportunity to join IPIC comes at a good time for NOVA
Chemicals and will enable us to offer both stability and long-term
growth to many of our stakeholders," said Jeff Lipton, NOVA
Chemicals' CEO.  "IPIC is well financed and has a track record of
working successfully with companies like ours."

"Working with IPIC will enable NOVA Chemicals to continue to build
on our world class technology and take it around the world," said
Chris Pappas, NOVA Chemicals' President and COO.  "This
Arrangement is a good opportunity for our employees and our
customers to grow our business."

                      About the Arrangement

The Arrangement will be subject to court and regulatory approval
and other customary conditions, including the approval by holders
of at least 66-2/3% of the Shares represented in person or by
proxy at a special meeting of NOVA Chemicals shareholders to be
scheduled in connection with the Arrangement.

The Arrangement is not subject to any financing condition.

An information circular regarding the Arrangement is expected to
be mailed to NOVA Chemicals shareholders in March 2009 for a
special meeting of NOVA Chemicals shareholders which is expected
to be held in April 2009.  The completion of the Arrangement would
be expected to occur upon receipt of all final regulatory
approvals.

      Recommendation of NOVA Chemicals' Board of Directors

The Board of Directors of NOVA Chemicals, after consultation with
its financial and legal advisors, has determined that the
Arrangement is fair, from a financial point of view, to NOVA
Chemicals shareholders and is in the best interests of NOVA
Chemicals and its shareholders.  It has unanimously approved the
Arrangement and resolved to recommend that NOVA Chemicals
shareholders vote their Shares in favor of the Arrangement.  In
addition, each member of NOVA Chemicals' Board of Directors and
executive leadership group has agreed to vote their Shares in
favor of the Arrangement.  Both UBS Investment Bank and RBC
Capital Markets have provided opinions to NOVA Chemicals' Board of
Directors that the consideration under the Arrangement is fair,
from a financial point of view, to NOVA Chemicals' shareholders.

The Arrangement Agreement contains non-solicitation provisions
which limit NOVA Chemicals' ability to solicit third party
proposals, subject to a "fiduciary out" and to certain match
rights in favor of IPIC.  It also provides for a termination fee
of US$15 million plus additional amounts payable under the Credit
Agreement and other payments by NOVA Chemicals to IPIC in certain
circumstances.

                    Benefits to North America

IPIC is confident that its acquisition of NOVA Chemicals will
deliver significant benefits to Canada and the US, including
providing stability to the operations, employees, customers,
suppliers and stakeholders of NOVA Chemicals and the North
American communities in which it operates.

IPIC recognizes the significant and robust capabilities of NOVA
Chemicals' business and its employees.  It is firmly committed to
ensuring that NOVA Chemicals' business continues to play a leading
role in the petrochemical industry, by providing both financial
and employment stability and the opportunity to grow on the
international stage.

IPIC is committed to continuing to invest in R&D as well as
capital expenditure projects to maintain and expand the strength
of NOVA Chemicals' current operations in North America.  IPIC is
fully committed to the highest standards of corporate social
responsibility, understanding that it is fundamental to preserve
its long-term competitiveness in the global arena.  Maintaining a
high level of health, safety and environmental performance and a
strong commitment to Responsible Care(R) in NOVA Chemicals'
operations, and fully complying with all related laws, remain
IPIC's highest priorities.

                            About IPIC

International Petroleum Investment Company -- http://www.ipic.ae
and http://www.ipiccanada.com/-- is wholly owned by the
Government of the Emirate of Abu Dhabi. Its mandate is to invest
in the hydrocarbon sector outside the Emirate of Abu Dhabi.  IPIC
looks to earn a commercial rate of return on its investments and
is a long-term equity investor.  IPIC has become one of the
leading companies in the field of petroleum and energy investment
since its inception in 1984.  It plays an active role in the
development of petrochemical sector in Abu Dhabi through
facilitating joint ventures, which benefit from the technology and
operating resources of companies in IPIC's portfolio and Abu
Dhabi's feedstock advantages.  IPIC holds equity stakes in
Borealis & OMV in Austria and Germany (1998 & 1994, respectively),
Aabar in Abu Dhabi (2008), Hyundai Oilbank in South Korea (1999),
Gulf Energy Maritime in Dubai (2004), CEPSA in Spain (1988), Oman
Polypropylene in the Sultanate of Oman (2006), PARCO Refinery in
Pakistan (1995), SUMED Company in Egypt (1995), Energia De
Portugal in Portugal (2008), COSMO Oil in Japan (2007), MAN
Ferrostaal in Germany (2008) and Oil Search in Australia (2008).
Its estimated net worth is more than
US$14 billion.

                       About NOVA Chemicals

NOVA Chemicals Corporation -- http://www.novachemicals.com/--
headquartered in Calgary, Alberta, Canada, produces ethylene and
polyethylene.  NOVA reported revenues of $7.4 billion for 2008.
Company shares are traded on the Toronto and New York stock
exchanges as NCX.

                          *     *     *

Moody's Investors Service has lowered Nova Chemicals' Corporate
Family Rating to B2 from Ba3, its rating on unsecured notes to B3
from Ba3, and its Speculative Grade Liquidity rating to SGL-4 from
SGL-3.

Standard & Poor's Ratings Services has lowered the long-term
corporate credit and senior unsecured debt ratings on NOVA
Chemicals to 'CCC+' from 'B+'.  The recovery rating on the
unsecured debt is unchanged at '4', indicating an expectation of
average (30%-50%) recovery in the event of default.

Fitch Ratings has downgraded the Issuer Default Rating of NOVA
Chemicals to 'B-' from 'BB-'.  Additionally, Fitch has downgraded
the senior secured revolver, unsecured revolver and notes, and
preferred shares to 'BB-' from 'BB+'.  The company's ratings
remain on Rating Watch Negative.


NOVA CHEMICALS: Moody's Reviews 'B2' Ratings for Possible Cuts
--------------------------------------------------------------
Moody's Investors Service placed Nova Chemicals Corporation's
ratings under review for possible upgrade due to the announcement
that NOVA signed an agreement with International Petroleum
Investment Company (which is wholly owned by the Government of the
Emirate of Abu Dhabi) related to the acquisition of NOVA's stock
at US$6.00 per share.

NOVA's Corporate Family Rating (B2) and all of the company's other
senior unsecured ratings (B3) were placed under review for
possible upgrade.  Moody's also raised NOVA's Speculative Grade
Liquidity rating to SGL-3 from SGL-4.

"NOVA's announcements signal the potential for a substantial
improvement in the company's credit profile, if the acquisition by
IPIC is completed," stated John Rogers Senior Vice President at
Moody's.

The upgrade to the Speculative Grade Liquidity Rating to SGL-3
reflects the likely resolution of the requirements under the
recent amendment to its $350 million secured revolver to obtain
$200 million of additional capital (as defined) prior to June 1,
2009 ($100 million by February 28, 2009 and $100 million by
June 1, 2009).  The $250 million back-up facility from IPIC and
$150 million of revolving credit from its three lead Canadian
banks and the Export Development Bank of Canada should provide
sufficient additional capital to meet this requirement and finance
NOVA's April maturity.

The review will focus on potential changes to NOVA's capital
structure, strategic priorities or financial policies as a result
of its ownership by IPIC.  Changes to the capital structure could
be required due to a change of control provision in the current
senior secured revolver and long term debt maturities over the
next two years.  The change of control provision would terminate
the commitment, if the banks responsible for two-thirds of the
facility do not approve the acquisition prior to its completion.

Ratings under review for possible upgrade:

  -- NOVA Chemicals Corporation
  -- Corporate family rating at B2
  -- Probability of default at B2
  -- Unsecured notes at B3, LGD4/61%

Ratings upgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

The last rating action on NOVA was February 4, 2009, when Moody's
lowered NOVA's Corporate Family Rating to B2 and left the ratings
under review for possible downgrade following the disclosure of
very weak fourth quarter results and the terms of the amendment to
its secured revolver.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene.  NOVA reported
revenues of $7.4 billion for 2008.

IPIC is wholly owned by the Government of the Emirate of Abu
Dhabi.  Its mandate is to invest in the hydrocarbon sector outside
the Emirate of Abu Dhabi.


OCEANIA CRUISES: S&P Puts 'B+' Corp. Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for Miami, Florida-based Oceania Cruises Inc., as
well as all related issue-level ratings, on CreditWatch with
negative implications.

"The CreditWatch listing reflects our concern that the recent
pullback in consumer discretionary spending will pressure both
yields and occupancy to the extent that credit measures will no
longer be supportive of the current rating," noted Standard &
Poor's credit analyst Ben Bubeck.

Like others in the cruise industry, Oceania has experienced slower
bookings in recent months, and the booking window has contracted.
Revenue visibility has always been a source of credit strength for
Oceania, as customers tend to book much farther in advance of
their cruise when compared to forward bookings at some of
Oceania's larger competitors.  Oceania is also undergoing a fleet
expansion, and S&P is concerned with the company's ability to fill
additional capacity at an adequate price point in weak economic
periods, such as the one S&P is currently experiencing.

The corporate credit rating on Oceania incorporates a consolidated
view of both Oceania and Classic Cruises Holdings S. DE R.L.
(Regent) as wholly owned subsidiaries of Prestige Cruise Holdings
Inc.  Although management's intention is to continue to maintain
Oceania and Regent as two independent brands, S&P believes that
the strategic relationship between the entities within the context
of the owner's investment in the high-end cruise line niche
warrants this consolidated approach.

In resolving the CreditWatch listing, S&P will assess current
operating conditions and consider S&P's forecast for 2009 and
beyond.  If a rating downgrade is the ultimate conclusion of S&P's
review, it would likely be limited to one notch.


PACIFIC ETHANOL: Inks Forbearance Pacts With Wachovia, WestLB
-------------------------------------------------------------
Pacific Ethanol, Inc. entered into two separate forbearance
agreements as it attempts to negotiate new loan terms with its
lenders.  The agreements provide that the Company's lenders will
refrain from exercising their rights and remedies through
February 27, 2009, in respect of certain loan covenant defaults.

Pacific Ethanol said negotiations are ongoing with the Company's
lenders, namely Wachovia Capital Finance Corporation (Western),
with respect to its operating line of credit for Kinergy
Marketing, and WestLB AG and the other lenders under the Credit
Agreement dated February 27, 2007, with respect to its term loans
and working capital lines of credit for its wholly-owned ethanol
production facilities.

                       Wachovia Forbearance

The Amendment and Forbearance Agreement, dated February 13, 2009,
among Pacific Ethanol, its wholly owned subsidiary, Kinergy
Marketing, and Wachovia Capital Finance Corporation (Western)
relates to a $40.0 million credit facility for Kinergy under a
Loan and Security Agreement dated July 28, 2008 by and among
Kinergy, the parties thereto from time to time as the Lenders,
Wachovia and Wachovia Bank, National Association.

The Amendment and Forbearance Agreement identifies certain
existing defaults under the Loan Agreement.  The Amendment and
Forbearance Agreement provides that Wachovia will forbear from
exercising its rights and remedies under the Loan Documents and
applicable law, on the terms and conditions set forth in the
Amendment and Forbearance Agreement, for a period of time
commencing on February 13, 2009 and ending on the earlier to occur
of (i) February 28, 2009, and (ii) the date that any new default
occurs under the Loan Agreement or a default occurs under the
Amendment and Forbearance Agreement.  Upon Kinergy's request,
Wachovia may, in its sole and absolute discretion, extend the date
the Forbearance Period terminates to March 31, 2009.

The Amendment and Forbearance Agreement increased the interest
rates applicable to the credit facility to the default rates under
the Loan Agreement, which is (i) for eurodollar rate loans, a rate
equal to (a) the London Interbank Offered Rate, divided by 0.90 --
subject change based upon the reserve percentage in effect from
time to time under Regulation D of the Board of Governors of the
Federal Reserve System -- plus (b) 4.50%, or (ii) for prime rate
loans, a rate equal to (a) the greater of the prime rate published
by Wachovia Bank from time to time, or the federal funds rate then
in effect plus 0.50%, plus (b) 2.25%.  The rate increases are
effective as of January 1, 2009 and are to continue for the
duration of the Forbearance Period.  In addition, under the
Amendment and Forbearance Agreement, all loans, letters of credit
and other financial accommodations provided by Wachovia to Kinergy
during the Forbearance Period are to be made and provided in the
sole and absolute discretion of Wachovia.

The Amendment and Forbearance Agreement requires Kinergy to
provide Wachovia with certain budgets and projections on a weekly
basis during the Forbearance Period.  The Amendment and
Forbearance Agreement also requires Kinergy to provide Wachovia,
on or prior to February 28, 2009, with an agreement, in form and
substance satisfactory to Wachovia, under which WestLB AG and
other lenders have agreed to forbear from exercising their rights
against the Company and certain of its subsidiaries for such
forbearance period and on such terms and conditions as shall be
acceptable to Wachovia; provided, that if the Forbearance Period
is extended by Wachovia then the required date of delivery of such
agreement will be extended to March 31, 2009.

The Amendment and Forbearance Agreement also amended the Loan
Agreement in various respects, including by (i) reducing by
$500,000 amounts available for borrowing based on Kinergy's
eligible accounts receivable and inventory levels, subject to any
reserves established by Wachovia, (ii) reducing the inventory loan
limit from $20,000,000 to $5,000,000, thereby reducing the
available borrowing base related to inventory levels by
$15,000,000, (iii) reducing the letter of credit limit from
$10,000,000 to $500,000, and (iv) reducing the aggregate principal
amount of the loans outstanding at any time against eligible in-
transit inventory from $10,000,000 to $2,500,000 and against
eligible inventory consisting of biodiesel from $3,000,000 to
$200,000.  In addition, the maximum available credit was reduced
from $40,000,000 to $10,000,000, representing a reduction in
available credit which is not currently being utilized by Kinergy.

The Amendment and Forbearance Agreement also amended the
definition of "Material Adverse Effect" in the Loan Agreement to
include material adverse effects occurring with respect to the
Company or any of its subsidiaries, rather than only Kinergy, and
included as an event of default under the Loan Agreement any
Material Adverse Effect with respect to Kinergy, the Company or
any of their subsidiaries.

The Amendment and Forbearance Agreement also includes a general
release in favor of Wachovia of any claims, whether known or
unknown, that Kinergy or the Company may have had against
Wachovia.  Kinergy was required to pay Wachovia a forbearance fee
of $50,000, in addition to any other fees, charges, interest and
expenses payable under the Loan Documents.  If the Forbearance
Period is extended to March 31, 2009, Kinergy is required to pay
an additional forbearance fee of $50,000.  The Amendment and
Forbearance Agreement also includes customary representations and
warranties and other customary terms and conditions.

                        WestLB Forbearance

On February 17, 2009, Pacific Ethanol Holding Co. LLC, Pacific
Ethanol Madera LLC, Pacific Ethanol Columbia, LLC, Pacific Ethanol
Stockton, LLC and Pacific Ethanol Magic Valley, LLC, each indirect
wholly-owned subsidiaries of the Company, and WestLB AG, New York
Branch, Amarillo National Bank and the senior secured lenders
entered into a Limited Waiver and Forbearance Agreement.  The
Waiver and Forbearance Agreement relates to loans under a Credit
Agreement dated as of February 27, 2007, among the parties.

The Waiver and Forbearance Agreement identifies certain existing
defaults and certain anticipated defaults under the Credit
Agreement.  The Waiver and Forbearance Agreement provides that
WestLB and the senior secured lenders will forbear from exercising
their rights and remedies under the Credit Agreement and related
documents and applicable law, on the terms and conditions set
forth in the Waiver and Forbearance Agreement, for a period of
time commencing on February 17, 2009, and ending on the earlier to
occur of (i) February 27, 2009, (ii) the date that any new default
occurs under the Credit Agreement or a default occurs under the
Waiver and Forbearance Agreement, and (iii) the date on which all
obligations have been paid in full and the Credit Agreement has
been terminated.

The Waiver and Forbearance Agreement provides that Borrowers may
withdraw funds otherwise required to be reserved in an account
designated solely for the Company's Stockton, California plant and
use such funds in accordance with an agreed-upon 13-week cash flow
forecast.  The amount of such funds is approximately
$2.0 million.

The Amendment and Forbearance Agreement requires Kinergy to
provide WestLB with certain budgets and projections on a weekly
basis.

The Waiver and Forbearance Agreement also includes a general
release in favor of WestLB and the senior secured lenders of any
claims, whether known or unknown, that any Borrower may have had
against them.  Borrowers are required to reimburse WestLB for all
fees and expenses, including reasonable and documented legal fees
and other expenses of counsel and other advisors.  The Waiver and
Forbearance Agreement also includes customary representations and
warranties and other customary terms and conditions.

                    About Pacific Ethanol, Inc

Based in Sacramento, California, Pacific Ethanol, Inc. (NASDAQ GM:
PEIX) -- http://www.pacificethanol.net-- is the largest West
Coast-based marketer and producer of ethanol.  Pacific Ethanol has
ethanol plants in Madera and Stockton, California; Boardman,
Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42%
interest in Front Range Energy, LLC which owns an ethanol plant in
Windsor, Colorado.


PHILADELPHIA NEWSPAPERS: Blames Failure on Revenue Drop, Economy
----------------------------------------------------------------
The Sacramento Business Journal reports that Philadelphia
Newspapers LLC blames its bankruptcy on "dramatic decline in
revenue, the worst economic crisis since the Great Depression and
a debt structure out of line with current economic realities."

As reported by the Troubled Company Reporter on February 24, 2009,
Philadelphia Newspapers sought bankruptcy protection on February
22.

Philadelphia Newspapers, according to Sacramento Business, said
that it will continue the normal operations of its newspapers,
magazines, and online businesses without interruption.

Philadelphia Newspaper CEO Brian Tierney said in statement that
the company aims "to bring its debt in line with the realities of
the current economic and business conditions."  Philadelphia
Newspapers had been in talks with lenders for 11 months before
filing for Chapter 11 bankruptcy protection, Sacramento Business
says, citing Mr. Tierney.

According to Sacramento Business, Philadelphia Newspapers has been
billed for $13.4 million in interest penalties by its lending
group, which is led by Citizens Bank of Pennsylvania.
Philadelphia Newspapers said that the amount includes fees for
lenders lawyers and consultants, including Blackstone Group,
Drinker Biddle and Akin Gump, Sacramento Business relates.

Philadephia Newspapers will ask the bankruptcy court's approval
for up to $25 million in debtor-in-possession financing provided
by an investor group led by NewSpring Capital, to ensure cash flow
for operations, Sacramento Business states, citing Mr. Tierney.

Philadelphia Newspapers LLC owns the Philadelphia Inquirer and
Daily News.  Philadelphia Newspapers is a subsidiary of
Philadelphia Media Holdings LLC.


PILGRIM'S PRIDE: Court OKs Non-Compete Pacts with Former Execs
--------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court, Northern
District of Texas (Fort Worth) has authorized Pilgrim's Pride
Corporation to make payments to J. Clinton Rivers, former chief
executive officer and president; and Robert A. Wright, former
chief operating officer.

Because of the executives' extensive familiarity with the
Debtors' business, the Debtors have requested, and the executives
have agreed, to continue to provide short-term advisory and
consulting services to the Debtors.  The Debtors believe that the
consulting services to be provided by Mr. Rivers will be
invaluable and will assist them in transitioning the duties and
responsibilities of president and CEO to Don Jackson.

In connection with their resignations, PPC entered into separation
agreements with Messrs. Rivers and Wright, according to a filing
with the Securities and Exchange Commission.  Under the terms of
the separation agreements, each of them resigned as officer,
director, employee and any other capacity of PPC and its
subsidiaries and agreed to terminate their change in control
agreements with the company.  PPC, under the separation
agreements, agreed to pay a severance payment of $143,242 to each
of Mr. Rivers and Mr. Wright.

                 Objections to the Proposal

William T. Neary, U.S. Trustee for Region 6, asked Judge Lynn to
deny approval of the Consulting Agreements.  The U.S. Trustee
argued that the Agreements, which the Debtors sought to be
approved pursuant to Section 503(c)(3) of the Bankruptcy Code, are
key employee retention agreements and should be governed by
Section 503(c)(1).

According to Mr. Neary, the Consulting Agreements and severance
agreements should not be approved because, viewed as a whole, they
are employee retention payments but the Debtors have no evidence
establishing the three-prong evidentiary requirements of Section
503(c)(1).  He said that PPC needs to establish that the payments
are essential to the retention of the person because the
individual has a bona fide job offer from another business at the
same or greater rate of compensation.  Even if the consulting
agreements properly fall instead under section 503(c)(3), the U.S.
Trustee insists Debtors have failed to justify them as required by
that section.

In his ruling, Judge Lynn credited testimony by William Snyder,
chief restructuring officer.  Mr. Snyder testified that, in fact,
Debtors do not require consulting services from either Rivers or
Wright.7 Rather, Snyder testified, the consulting agreements are
necessary to prevent Rivers and Wright from soliciting Debtors'
customers on behalf of one of Debtors' competitors.  Mr. Snyder
testified that Mr. Jackson would need the period of the consulting
agreements to establish his relationships with Debtors'
customers.

Mr. Snyder, according to Judge Lynn, affirmed that Debtors are not
by the Motion trying to obtain the services of Rivers and Wright
as consultants. Rather, Debtors seek court authority to purchase
time-limited non-competition agreements from them.  In that light,
the Court asked the parties to submit post trial briefs whether
the Debtors may be authorized to expend estate funds to purchase a
non-compete agreement under Section 363(b) of the Bankruptcy Code.

In his 17-page opinion, Judge Lynn held that the Motion does not
seek relief inconsistent with Section 503(C).  The judge refuted
allegations that the Debtors exceeded the severance limits under
Section 503(C)(2) because "the Debtors have met any burden they
may have to prove the payments to Rivers and Wright are not for
severance."

With respect to the standards or tests for granting the payment,
PPC, citing various rulings, argued that the simple business
judgment rule as applied under Section 363(b)(1) should be used.
Judge Lynn, however, agreed with rulings by some courts that held
that Section 503(c)(3) sets a higher bar than the simple business
judgment test.

Judge Lynn said that Section 503(c)(3) is intended to give the
judge a greater role: even if a good business reason can be
articulated for a transaction, the court must still determine that
the proposed transfer or obligation is justified in the case
before it.

Judge Lynn approved the Consulting Agreements, acknowledging that
without the agreements proposed in the Motion, Debtors will be
subject to
potential competition engineered by Rivers and Wright.  He cited
Mr. Snyder's testimony that diversion of even one of Debtors'
largest customers could cost Debtors hundreds of millions of
dollars.
Judge Lynn said,"While the payments to Rivers and Wright will be
substantial - totaling almost $500,000 - the cost of the
agreements with these
individuals is miniscule in comparison with the extent of Debtors'
business and the harm that might be done to Debtors'
reorganization prospects and estates if the Motion is not granted
and Debtors' fears respecting competition through Rivers and
Wright are realized."

According to Bloomberg's Bill Rochelle, Judge Lynn made new law by
holding that approval of the noncompetition agreements isn't
governed by the looser business-judgment rule, where the company
need have nothing more than a sound business justification for the
transaction.

                  Terms of Consulting Agreements

The Debtors entered into separate consulting agreements with each
of Messrs. Rivers and Wright.  The Debtors intend to employ
Mr. Rivers for four months and Mr. Wright for three months.
Their employment will begin on the date the Court approves each
of the agreements.

Messrs. Rivers and Wright will render advisory services based on
their expertise and knowledge of PPC's business, which will be
consistent with the services they provided while they were
actively employed by PPC.  The services to be provided will be in
addition to those to be provided under each of their Separation
Agreements.

Mr. Rivers will receive from PPC $83,500 for each Contract Month
while Mr. Wright will receive $50,000 for each Contract Month.
Both executives will also be reimbursed for reasonable out-of-
pocket expenses they incur in connection with their consulting
services.

Until the date of termination of each of the Agreements,
Messrs. Rivers and Wright may not, except in connection with the
services they might provide to PPC in connection with their
consulting duties, service, call on, do business with, solicit,
take away, or attempt to do any of the foregoing with respect to
any entity or person who did business with PPC during the four
years preceding the execution of each of their Agreements.

Messrs. Rivers and Wright may perform work as a consultant or
employee for any other entity or person provided that that
engagement does not create a conflict of interest with their
obligations to PPC.  They also agree not to 'participate in' a
Competing Business as the term is used in the Agreements.

Any violations of the "Restrictions of Conduct" section of each
of the Agreements will entitle PPC to injunctive relief by a
temporary restraining order temporary injunction or permanent
injunction.

The Debtors tell the Court that a key component of each
Consulting Agreement includes the agreement by Messrs. Rivers and
Wright not to, among other things, compete with the Debtors'
business.  Both executives possess confidential information about
the Debtors' business, including knowledge of trade secrets that
could be very attractive to competing businesses.  If either
Mr. Rivers or Mr. Wright, or both, were to seek and obtain
employment with one of the Debtors' competitors, particularly
during this time of transition for the Debtors that employment
could be detrimental to the Debtors, Stephen A. Youngman, Esq.,
at Weil, Gotshal & Manges LLP, in Dallas, Texas, contends.

The Debtors believe that the fees to be paid to Messrs. Rivers
and Wright are small in comparison to (a) the benefit the Debtors
will reap by ensuring that Messrs. Rivers and Wright are on-hand
to provide assistance to Dr. Jackson, as needed; and (b) the
losses they could suffer if Messrs. Rivers or Wright were to
compete during the transition period with the Debtors' business.

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PINEBROOK LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pinebrook, LLC
        3925 Old Lee Highway, Suite 52A
        Fairfax, VA 22030

Bankruptcy Case No.: 09-11212

Chapter 11 Petition Date: February 19, 2009

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Stephen E. Leach, Esq.
                  sleach@ltblaw.com
                  Leach Travell Britt, PC
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8902
                  Fax: (703) 584-8901

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
William A. Hazel, Inc.         trade debt        $266,299
P.O. Box 600
Chantilly, VA 20153-0600
Tel: (703) 378-8300

Loudoun County Treasurer       taxes             $218,518
P.O. Box 1000
Leesburg, VA 20177-1000
Tel: (703) 777-0280

Coleman Floor Company          trade debt        $216,877
1930 N. Thoreau Drive
Suite 100
Schaumburg, IL 60173
Tel: (847) 259-6100

Broad Run Contracting, LLC     trade debt        $201,879

Stock Building Supply          trade debt        $187,244

HDS Drywall Service Inc        trade debt        $135,834

Advanced Window & Door Systems trade debt        $121,765

Power Concrete, Inc.           trade debt        $110,364

Paintworx Inc.                 trade debt        $103,464

Capital Mechanical, LLC        trade debt        $78,547

The Washington Post            trade debt        $65,934

Chavez Brothers Construction   trade debt        $62,373

Ramsey Masonry Company, Inc.   trade debt        $59,211

Loudoun County                 fees              $56,481

Capitol Components & Millwork  trade debt        $55,650

USI Insurance Services         trade debt        $54,110

Benfield Electric Company      trade debt        $49,850

The Brothers Signal Company    trade debt        $49,540

Wheatley Law Firm              legal services    $46,002

West Winds Nursery             trade debt        $45,893

The petition was signed by Al-Husain Y. Al-Hussain


PLAQUEMINES PARISH: Moody's Assigns Ratings on $11.85 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has assigned an A3 rating to Plaquemines
Parish $11.85 million Revenue Bonds, Series 2009 and upgraded to
A3 from Baa1 the rating on $16 million in outstanding sales tax
debt.  The bonds are secured by a 1% sales and use tax levied
within the limits of the Parish.  The upgrade is based upon the
ongoing recovery in key financial and economic indicators
following Hurricane Katrina, which support Moody's belief that the
positive trends have strengthened the credit quality of the
Parish.  A result of these changes is strong sales tax revenues
that provide ample debt service coverage. Additionally, the Parish
has maintained substantial General Fund reserves which provide
unusually strong financial flexibility. Further considerations in
the assignment of the A3 rating are the Parish's vulnerability to
such an unprecedented natural disaster and ongoing concentration
of the economic base in the volatile oil and gas industry.
Although the largest taxpayers were fundamental in the Parish's
recovery following the hurricane, Moody's recognizes that the
concentration in refineries poses a risk in light of the weakening
national economy.

                 Positive Sales Tax Collections

The Parish is located in southeastern Louisiana and sustained
severe flooding which devastated the southern part of the Parish.
Refinement of energy natural resources is a dominant sector in the
local area economy and comprises 44.9% of the top ten taxpayers in
the tax base.  Considering that the largest sales tax dealers are
largely related to the oil and gas industry, the refineries have
been vital to the area's economic recovery.

As expected, sales tax collections were disrupted in September of
2005 causing a 33% decline in revenues compared to the prior year;
however, the 2005 fiscal year ended with only a slight 2.2%
decrease under fiscal 2004 indicating that revenues quickly
rebounded.  Given restorations underway in the Parish, the 2006
fiscal year ended with a significant 53% increase over fiscal 2005
to $8.8 million.  Officials budgeted $7 million for fiscal 2007
and $7.9 million was collected, which was a 10% decrease from
2006.  Again in fiscal 2008, sales taxes were budgeted for $7
million but are estimated to approximate $8 million.  The 2008
audit is not yet available as the Parish operates on a calendar
fiscal year.  Moody's recognizes that sales taxes peaked in 2006
but subsequent collections have remained higher then pre-Katrina.
The concentration risk in the largest tax payers is a fundamental
consideration in the rating assignment.  The largest taxpayer,
Conoco Phillips Petroleum (Moody's senior, unsecured rated A1),
comprises 15% of the total tax base.  The area is heavily
dependent on the oil and gas industry and any negative changes in
demand or pricing could significantly impact the local economy and
this is reflected in the rating.

        Debt Service Coverage Anticipated To Remain Solid

The bonds are secured by a 1% sales tax approved by voters at an
election held on January 18, 1992.  The pledged revenues have
increased an average of 7.5% annually over the last ten years
including variances as much as a 16% decline in 2002 and a 53%
increase in 2006.  In fiscal 2007, pledged revenues totaled
$7.9 million.  Using 2007 revenues produces 2.7 times coverage on
annual debt service of $2.9 million in years 2010 through 2014.
Debt service decreases to $1.7 million in fiscal 2015 producing a
strong 4.5 times coverage.  The Parish has a reserve equal to the
lesser of 10% of the par amount of the bonds, maximum annual debt
service or 1.25% the average annual debt service.  Additionally,
the Parish has instituted a self imposed $10 million bond
indebtedness reserve which is designated in the General Fund
balance.  The debt service coverage and additional $10 million
reserve are key considerations in the rating upgrade.

           Healthy Financial Operations Should Continue

Prior to Katrina, Parish officials had established a long trend of
maintaining strong General Fund balances. In fiscal 2003, the fund
balance increased to $43 million, or 114.8% of General Fund
revenues.  Of this amount, $26.2 million, or 69.3%, was
unreserved.  In fiscal 2004, the unreserved fund balance increased
to $27 million.  With fiscal year audits for 2005 and 2006
completed, the Parish has been able to produce very strong
financial reserves and manage favorably through the storm recovery
process.  The unreserved fund balance was $70 million fiscal 2005,
$87 million in fiscal 2006, and $97 million in fiscal 2007 which
was equal to 106% of revenues.  This level includes some
designations; however, these designations are flexible and amounts
could be drawn on for contingency purposes.  The undesignated fund
balance is much less yet still healthy with $12.6 million, or 14%
of revenues, for fiscal 2007.  The Parish receives significant
dollars in royalties from oil wells, which are based on the wells'
gross revenues.  In fiscal 2007 the Parish received $17.2 million
from the 10% in royalties they receive from wells on state
property and $19.5 million from oil royalties on parish owned
property.  Prior to the hurricane, royalties typically provided
60% of General Fund revenues while sales taxes and property taxes
contribute 15% and 7% respectively.  However, in fiscal years
2005, 2006 and 2007, royalties approximated 40% of General Fund
revenues given large Federal grants comprising approximately 40%
of General Fund revenues.  Moody's believes that over the long
term, the Parish will continue to maintain solid reserves
consistent with the A3 rating and in consideration for the
significant concentration risk from volatile revenue sources.

Tax Base Achieves Substantial Growth In 2008 And 2009 Fiscal Years

Early estimates were that the full valuation could decrease as
much as 25%; however, actual results were more favorable with only
a slight 2.7% decrease in fiscal 2006 and a 2.5% decrease in
fiscal 2007.  These declines were followed by strong growth rates
of 12.1% in fiscal 2008 and 26.9% in fiscal 2009 as rebuilding
efforts were underway.  Preliminary estimates are not available
for the 2010 fiscal year but officials believe ongoing renovations
and new construction will drive another strong growth rate for the
tax base.  Moody's notes that the Parish receives only 2.6% of its
revenues from ad valorem taxes; however, recovery in the tax base
was essential to increasing the population and bolstering the
overall economy.  Additionally, Moody's notes that there was
originally some concern that the property tax collection rate
could decline; however, total collections have approximated 100%
annually, which is consistent with the historical trend.

KEY STATISTICS:

  -- 2009 Estimated population: 21,540

  -- 2000 population: 26,757

  -- MADS Coverage: 2.67 times

  -- 2009 Full Valuation: $4.9 billion

  -- Full value per capita: $230,589

  -- 2000 Per capita income: $15,937 (67.1%)

  -- Payout (10 years): 53.7%

  -- 2007 General Fund balance: $102.2 million (111.8% of General
     Fund revenues)

  -- 2007 Undesignated General Fund balance: $97.1 million
     (106.3% of General Fund revenues)

The last rating action for Plaquemines Parish was on August 22,
2007 when the Parish's rating was upgraded to a Baa1 from Ba1
(with a positive outlook).


PRECIOUS GRIFFITHS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Precious Madgelim Griffiths
        4849 Rubio Avenue
        Encino, CA 91436

Bankruptcy Case No.: 09-11811

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Giovanni Orantes, Esq.
                  Orantes Law Firm
                  3435 Wilshire Blvd., 27th Fl.
                  Los Angeles, CA 90010
                  Tel: (888) 619-8222
                  Fax: (877) 789-5776
                  Email: go@gobklaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Ronald A. Stephan, Jr., president of
the Company.

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

             http://bankrupt.com/misc/cacb09-11811.pdf


PRECISION PARTS: Court Sets April 4 Bar Date for 503(b)(9) Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 4, 2009, as the deadline for filing requests for
allowance of administrative claims under Sec. 503(b)(9) in PPI
Holdings, Inc. and its debtor-affiliates' bankruptcy cases.

All parties asserting administrative expense claims relating to
goods received by the Debtors within twenty days prior to Dec. 12,
2008 (the "Petition Date") must file a Sec. 503(b)(9) Claim on or
before the Sec. 503(b)(9) Bar Date in order to be considered
timely.  A claimant that fails to file a claim on or before the
Sec. 503(b)(9) Bar date is not barred from asserting such claim as
a general unsecured claim.

A full-text copy of the Court's order which includes the exclusive
Procedures for the allowance of Sec. 503(b)(9) claims in the
Debtors' bankruptcy cases is available at:

  http://bankrupt.com/misc/PPI.Sec.503(b)(9)ProceduresOrder.pdf

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/ --
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


PRECISION PARTS: Debtors File Schedules of Assets and Liabilities
-----------------------------------------------------------------
PPI Holdings, Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware their respective schedules of assets
and liabilities, disclosing:

                                         Assets      Liabilities
                                      ------------   -----------
A. PPI Holdings, Inc.                           $0      $447,140
B. PPI Sub-Holdings, Inc.                       $0   $94,425,305
C. MPI International, Inc.            $109,175,828   $26,103,204
D. Skill Tool & Die Corp.               $7,376,545    $1,767,946
E. Precision Parts International
     Services Corp.                   $227,566,254            $0
F. Skill Tool & Die Holdings Corp.              $0            $0
G. MPI International Holdings, Inc.             $0      $431,538
H. Michigan Fineblanking, Inc.                  $0            $0
I. International Fineblanking Corp.             $0            $0

Full-text copies of the Debtor's schedules of assets and
liabilities are available at:

  http://bankrupt.com/misc/PPIHoldings.Schedules.pdf
  http://bankrupt.com/misc/PPISub-Holdings.Schedules.pdf
  http://bankrupt.com/misc/MPIInternational.Schedules.pdf
  http://bankrupt.com/misc/SkillTool&Die.Schedules.pdf
  http://bankrupt.com/misc/PrecisionParts.Schedules.pdf
  http://bankrupt.com/misc/SkillTool&DieHoldings.Schedules.pdf
  http://bankrupt.com/misc/MPIInternationalHoldings.Schedules.pdf
  http://bankrupt.com/misc/MichiganFineblanking.Schedules.pdf
  http://bankrupt.com/misc/InternationalFineblanking.Schedules.pdf

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/ --
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


QIMONDA NA: Fired Employees File Class Suits
--------------------------------------------
Four class action suits have been filed against Qimonda North
America Corp. before the U.S. Bankruptcy Court for the District of
Delaware.

Two of those class actions, which are docketed as adversary
proceedings, were filed on the same QNA filed for Chapter 11.
According to Bloomberg's Bill Rochelle, the suits were filed on
behalf of workers claiming they didn't receive the required 60-
days notice of mass layoffs.  The other two lawsuits were filed
over the weekend, also based on allegedly improper hiring and
firing practices, Mr. Rochelle added.

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.

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 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.

                         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.


QUAIL FARM: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Quail Farm, LLC
        P.O. Box 12367
        Silver Spring, MD 20908

Bankruptcy Case No.: 09-00298

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: Aaron C. Amore, Esq.
                  Kratovil & Amore PLLC
                  211 West Washington Street
                  Post Office Box 337
                  Charles Town, WV 25414
                  Tel: (304) 728-7718
                  Fax: (304) 728-7720
                  Email: amore@charlestownlaw.com

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

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

The petition was signed by Paul Van Wagner, managing member of the
company.

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

             http://bankrupt.com/misc/wvnb09-00298.pdf


RAFAELLA APPAREL: Very Weak Q2 Results Cue S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including the corporate credit rating, on apparel maker
Rafaella Apparel Group Inc. to 'CCC' from 'B-'.  The outlook is
negative.  The New York, New York-based apparel company had about
$154 million (including $54.1 million of redeemable convertible
preferred stock) of adjusted debt as of Dec. 31, 2008.

The downgrade follows Rafaella's very weak second-quarter results
that showed a continued deterioration of credit protection
measures and contraction in its EBITDA base.  Rafaella remains
very exposed to the difficult retail environment, particularly due
to its concentration in the department store channel.

S&P expects the remainder of 2009 to be very difficult for
Rafaella, as S&P believes the company's department store customers
will continue to pull back on orders, and margins contract from
higher off-price sales volumes.  In addition, S&P believes that
the company will face challenges to revitalize its brand
positioning and gain significant sales volumes from its new
product line launches.

S&P expects Rafaella's credit measures to remain pressured in
light of the uncertain economic outlook and continued difficult
retail environment.  "If operating results continue to
deteriorate, covenant cushion levels tighten, liquidity tightens,
and/or if leverage continues to increase above current levels,
then S&P could lower the ratings," said Standard & Poor's credit
analyst Bea Chiem.  S&P estimates that leverage may increase to
over the 11.5x area (assuming debt levels do not increase
significantly from current levels) if revenues decline by about
13% for fiscal 2009 from fiscal 2008 levels and EBITDA margins
remain in the low single digits, which may reduce Rafaella's net
income covenant cushion.

"Although unlikely in the near term, if the company's sales base
stabilizes and if it shows operating improvements, S&P may
consider an outlook revision to stable," she continued.


RAINBOW ENTERPRIZES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rainbow Enterprizes LLC
        1059 Pacific Ave.
        Long Beach, CA 90813

Bankruptcy Case No.: 09-13751

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Pamela Patterson, Esq.
                  31878 Del Obispo, Suite 515
                  San Juan Capistrano, CA 92675
                  Tel: (480) 346-1252
                  Fax: (480) 346-1252

Estimated Assets: $0 to $50,000

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

The petition was signed by Danny Stojakovic, managing member of
the Company.

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

             http://bankrupt.com/misc/cacb09-13751.pdf


RAY REALTY FULTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ray Realty Fulton, Inc.
        633 Marlborough Road
        Brooklyn, NY 11226

Bankruptcy Case No.: 09-41225

Chapter 11 Petition Date: February 19, 2009

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

Judge: Dennis E. Milton

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@finkgold.com

Total Assets: $3,500,000

Total Debts: $2,422,428

The petition was signed by Clement Saad, president of the company.

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

             http://bankrupt.com/misc/nyeb09-41225.pdf


RECYCLED PAPER: American Greetings Completes Acquisition
--------------------------------------------------------
American Greetings Corporation completed its acquisition of
Recycled Paper Greetings, Inc.

RPG was purchased pursuant to a pre-packaged Chapter 11 bankruptcy
reorganization.  Consideration for the acquisition included the
issuance of approximately $54.7 million of new American Greetings
7.375% notes due 2016 and approximately
$18 million of cash.  This consideration was in addition to the
$44.2 million investment previously made by American Greetings in
July 2008.  American Greetings also provided approximately
$6.5 million of debtor-in-possession (DIP) financing to RPG during
the reorganization process.  The borrowings under the DIP were
extinguished upon the closing of the acquisition.

As reported by the Troubled Company Reporter on February 20, 2009,
the U.S. Bankruptcy Court for the District of Delaware confirmed
the plan of reorganization of Recycled Paper.  The plan provides
for these terms:

  -- Unsecured creditors are to be paid
     in full.

  -- Holders of first-lien debt will receive $12.4 million cash
     and notes for $34.4 million

  -- Second-lien holders are to have notes for $13.15 million.

The Chapter 11 plan was built around the sale of the Debtor's
business to American Greetings, which purchased 52% of the first-
lien debt in July.  Recycled Paper Greetings previously rejected
its management services agreement with "out-of-the-money" equity
sponsor, Monitor Clipper Partners.

The Plan effectuates the restructuring of the Debtors by the
implementation of an Agreement, dated December 30, 2008, among
RPG, RPG Holdings and American Greetings Corporation, under which
the Debtors would be relieved of the debt incurred in connection
with MCP's leveraged buy-out of RPG in December 2005.  The Debtors
believe that the Plan and the Agreement represent the best
possible outcome for the Debtors' stakeholders.

The Prepetition Lenders hold approximately $207 million of secured
debt, incurred to effect MCP's highly leveraged majority share
acquisition of RPG in the LBO.  All of the Prepetition Lenders
have voted in favor of the POR, which provides for recoveries to
them that are substantially less than the amount of their secured
claims.  Thus, MCP's equity interests are worthless, RPG has
asserted.

                     Jude Rake Keeps CEO Post

RPG has a history of creating humorous and alternative greeting
cards with a unique style and tone to meet consumers' needs. This
acquisition will permit RPG to benefit from American Greetings'
size and scale. Jude Rake will continue to lead Recycled Paper
Greetings as CEO.

Chief Executive Officer Zev Weiss said, "We are pleased to welcome
RPG as the newest member of the American Greetings family and to
have Jude Rake continue his role as CEO.  RPG's product offering,
including some of the best humor cards available, is a delight to
consumers and we look forward to extending their offerings to our
retail partners to enhance our combined productivity."

American Greetings will disclose additional information about the
acquisition with the Company's fourth quarter earnings release in
late April 2009.

                      About American Greetings

For more than 100 years, American Greetings Corporation (AM) --
http://corporate.americangreetings.com-- has been a manufacturer
and retailer of innovative social expression products that assist
consumers in enhancing their relationships.  The Company's major
greeting card brands are American Greetings, Carlton Cards, Gibson
and Recycled Paper Greetings, and other paper product offerings
include DesignWare party goods, American Greetings and Plus Mark
gift-wrap and boxed cards and Date Works calendars.  American
Greetings also has the largest collection of electronic greetings
on the Web, including cards available at AmericanGreetings.com
through AG Interactive, Inc., the Company's online division.  AG
Interactive also offers digital photo sharing and personal
publishing at PhotoWorks.com and Webshots.com and a one-stop
source for online graphics, animations, and more at Kiwee.com.  In
addition to its product lines, American Greetings also creates and
licenses popular character brands through the American Greetings
Properties group. Headquartered in Cleveland, Ohio, American
Greetings generates annual revenue of approximately $1.8 billion,
and its products can be found in retail outlets domestically and
worldwide, including Company-owned American Greetings and Carlton
Cards stores.

                       About Recycled Paper

Headquartered in Chicago, Illinois, Recycled Paper Greetings Inc.
is a preeminent creator and designer of humorous and alternative
greeting cards with annual net sales of approximately
$75 million.  RPG's cards are distributed primarily through mass
retail partners, drug stores, and specialty retail stores
throughout the U.S. and Canada.  RPG is the third largest greeting
card company in North America.  The company and three of its
affiliates filed for Chapter 11 protection on Jan. 2, 2009 (Bankr.
D. Del. Lead Case No. 09-10002).  Michael F. Walsh, Esq. and
Rachel Ehrlich Albanese, Esq., at Weil, Gotshal & Manges LLP,
represented as the Debtors' bankruptcy counsel.  Mark D. Collins,
Esq., Chun I. Jang, Esq., and Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A., served as the Debtors' local counsel.  The
Debtor employed Rothschild Inc. as financial and restructuring
advisor and Kurtzman Carson Consultants LLC as claims and noticing
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


RENEW ENERGY: Taps Quarles & Brady as General Bankruptcy Counsel
----------------------------------------------------------------
Renew Energy LLC seeks permission from the United States
Bankruptcy Court for Western District of Wisconsin to employ
Quarles & Brady LLP as general bankruptcy counsel.

Q&B will:

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

   b) advise Debtor concerning, and assist in the negotiation and
      documentation of, financing agreements, cash collateral
      orders, and related transactions;

   c) advise the Debtor concerning actions that it might tale to
      collect and recover property for the benefit of its estate;

   d) prepare on behalf of the debtor all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in this
      Chapter 11 case;

   e) advise Debtor concerning, and prepare responses to
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in this Chapter 11
      case;

   f) counsel the Debtor in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and related documents;

   g) advise and assist the Debtor in connection with any
      property dispositions, including sales of assets;

   h) advise Debtor concerning the assumption, assignments and
      rejection of executory contracts and unexpired leases, and
      the restructuring or renegotiation of contracts and leases;

   i) assist the Debtor in reviewing, estimating, and resolving
      claims asserted against the Debtor's estate;

   j) commences and conduct litigation necessary or appropriate
      to assert rights held by the Debtor, protect assets of the
      Debtor's Chapter 11 estate, or otherwise further the goal
      of completing Debtor's successful reorganization; and

   k) perform all necessary legal services in connection with
      this Chapter 11 case.

Thomas J. Magill, a partner at Quarles & Brady LLP, tells the
Court that Q&B's professionals' hourly rates are:

     Partners                  $280 - $550
     Associates                $200 - $375
     Legal Assistants          $150 - $235

Mr. Magill adds that Q&B represented the Debtor as counsel in
negotiations with the Debtor's secured creditors and in the
preparations for the filing of this Chapter 11 case.  After
applying all payments made prepetition, the Debtor owes Q&B fees
of $41,252 in connection with services rendered prior to the
petition date.

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

Mr. Magill can be reached at:

     Quarles & Brady LLP
     Citigroup Center, 500 West Madison Street, Suite 3700
     Chicago, Illinois 60661-2511
     Tel: (312) 715-5000
     Fax: (312) 715-5155

                       About Renew Energy LLC

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates an ethanol plant
facility.  The company filed for Chapter 11 protection on
January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491).  When the
Debtor filed for protection from its creditors, it listed asset
and debts between $100 million to $500 million each.


RENEW ENERGY: Taps William Blair as Advisor and Investment Banker
-----------------------------------------------------------------
Renew Energy LLC seeks permission from the U.S. Bankruptcy Court
for Western District of Wisconsin to employ William Blair &
Company, L.L.C. as financial advisor and investment banker.

Blair will:

   a) attempt to obtain, and advise the Debtor concerning,
      financing for Debtor whether secured or unsecured,
      subordinated or senior debt, equity, or equity equivalents,
      and whether arranged on a private or public basis,
      including, without limitation, postpetition debtor-in-
      possession financing;

   b) lead efforts to, and advise Debtor concerning, the
      marketing and sale of all or a substantial portion of its
      assets, equity interest, and indebtedness, whether in a
      single or multiple transactions, including providing
      valuation advice and analysis, making presentations to the
      Debtor's board of directors, creditors' groups and other
      constituencies, as necessary;

   c) advise and assist the Debtor in effecting one or more
      transactions that materially reduce the Debtor's secured
      obligations to Bankers' Bank and to U.S Bank, National
      Association, as indenture trustee in connection with those
      certain subordinated fixed rate exempt facility bonds,
      series 2007, issued in the principal amount of $38 million
      by the Town of Aztalan, Wisconsin, for the benefit of the
      Debtor; and

   d) provide testimony in Court proceedings in connection with
      the services provided to the Debtor.

Geoffrey A. Richards, the Co-Group Head of Special Situations &
Restructuring at Blair, tells the Court that the compensation
structure is:

   i) The Debtor will pay Blair a fully-earned, non-refundable
      fee of $50,000 per months, in advance.

  ii) Upon consummation of an M&A transaction, financing
      transaction or restructuring transaction, Blair would be
      entitled to a fee equal to the greater of (1) $900,000 and
      (2)(A) between 2.5% and 4.0% of the total transaction
      value; (B) percentages of certain amounts raised or
      committed, and (C) 1.5% of the principal amount of the debt
      facilities restructures, provided, however, that the fee
      for a restructuring transaction will be reduced by 50% in
      the vent the restructuring transaction is effected in
      conjunction with a M&A transaction or a restructuring
      transaction.

      Blair will receive a fee of $75,000 in connection with the
      debtor-in-possession financing approved by the Court on an
      interim basis on Feb. 2, 2009, and a fee of 3% of teh
      principal amount of any additional debtor-in-possession
      financing raised or committed to by West Pointe Bank or
      Banker's Bank.

iii) The Debtor will reimburse Blair for all of its reasonable
      out-of-pocket expenses incurred in connection with its
      engagement for the Debtor, whether or not any of the
      possible transactions is effected.

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

                        About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates an ethanol plant
facility.  The company filed for Chapter 11 protection on
January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491).
Christopher Combest, Esq., at Quarles & Brady LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed asset and debts between
$100 million to $500 million each.


RICHARD LAZARO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Richard W. Lazaro
        Corine B. Lazaro
        3660 Snow Road
        Las Cruces, NM 88005

Bankruptcy Case No.: 09-10634

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: E.P. Kirk, Esq.
                  6006 N. Mesa Suite 806
                  El Paso, TX 79912-4655
                  Tel: (915) 584-3773
                  Email: Budkirk@aol.com

Total Assets: $3,938,460

Total Debts: $3,620,590

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

             http://bankrupt.com/misc/nmb09-10634.pdf


ROBERT KUSHNER: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Kushner
        Valerie Kushner
        17660 Monterey St. #G
        Morgan Hill, CA 95037

Bankruptcy Case No.: 09-51116

Chapter 11 Petition Date: February 20, 2009

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Merrill E. Zimmershead, Esq.
                  admin@gilroylaw.com
                  Law Offices of Merrill E. Zimmershead
                  7539 Eigleberry St.
                  Gilroy, CA 95020
                  Tel: (408) 842-8363

Estimated Assets: $7,129,064

Estimated Debts: $10,871,480

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
CountryWide                    collateral FMV:   $3,325,580
PO Box 10219                   $2,050,000
Van Nuys, CA
91410-0219

Washinton Mutual               collateral FMV:   $1,705,832
PO Box 78057                   $1,300,000
Phoenix, AZ 95062-8057

LaSalle Bank                   collateral FMV:   $1,534,419
PO Box 986                     $1,400,000
Newark, NJ 07184-0986

Litton Loan Servicing          collateral FMV:   $623,641
PO Box 4387                    $550,000
Houston, TX 77210-4387

Washington Mutual              collateral FMV:   $692,151
PO Box 78057                   600,000
Phoenix, AZ 85062-8057

Bank of the West                                 $170,000

Bank of America                                  $122,657

Citibank Mastercard                              $93,968
Business

Chasr Platinum                                   $48,030
Mastercard

Glenn R Abel                                     $14,784

Kubota Credit Corp             collateral FMV:   $7,145
                               $3,000.00

Washington Mutual                                $5,854
Card Services

Carl Sutton                                      $2,301

Coinmach                                         $393

C & S Computer Services, Inc.                    $85


ROCK-TENN CO: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Norcross, Georgia-based Rock-Tenn Co. to stable from
negative.  At the same time, S&P affirmed the company's ratings,
including its 'BB+' corporate credit rating.

"The outlook revision reflects the company's improved financial
profile since the closing of the Southern Container Corp.
acquisition in March 2008, as a result of continued debt
reduction," said Standard & Poor's credit analyst Andy Sookram.
"We expect this trend of improved financial performance to
continue in the near term despite challenging operating
conditions."

Previously, S&P had expected operating margins to improve to
around 13% and debt to pro forma EBITDA to decline to slightly
below 4x.  However, the greater than expected improvement in
earnings and the use of excess cash flow to reduce debt
contributed to a leverage ratio of 3.6x.

The ratings on Rock-Tenn reflect competitive end markets, volatile
raw material costs, and aggressive financial leverage following
the acquisition of Southern Container.  Ratings benefit from
forward integration, improved operating margins, and relatively
stable cash flow generation.

Rock-Tenn is one of the leading manufacturers of paperboard,
containerboard, consumer and corrugated packaging, and
merchandising displays in North America.  The Southern Container
acquisition has contributed to a substantially improved business
risk profile, with increased product and geographic diversity,
low-cost containerboard operations, and increased market share.
Forward integration into corrugated packaging has increased to
approximately 85%, and overall integration into paperboard is
about 50%.


RONALD JORDAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ronald Raymond Jordan
        Genise Lynn Jordan
        P.O. Box 86780
        Tucson, AZ 85754

Bankruptcy Case No.: 09-02888

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 S Church Ave., #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

Total Assets: $3,195,235

Total Debts: $5,235,233

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

             http://bankrupt.com/misc/azb09-02888.pdf


RONSON CORP: Stock to Be Delisted From Nasdaq Effective Feb. 27
---------------------------------------------------------------
Ronson Corporation received notice on February 18, 2009, from The
Nasdaq Stock Market, denying the Company's request for continued
listing of its Common Stock on The Nasdaq Capital Market.  As a
result, the Company's Common Stock will be suspended by the Nasdaq
Capital Market at the opening of business on February 27, 2009.

Following delisting, the Company's Common Stock will not be
immediately eligible to trade over the OTC Bulletin Board or in
the "Pink Sheets"; however, such securities could become eligible
should a market maker make application to register in and quote
the security in accordance with SEC Rule 15c2-11, and such
application is cleared.

In December 2008, the Company had requested an extension of time
to achieve and maintain compliance with the requirements for
continued listing on The Nasdaq Capital Market in response to a
Nasdaq Staff Deficiency Letter dated November 17, 2008, indicating
that the Company does not comply with the minimum stockholders'
equity requirement for continued listing set forth in Marketplace
Rule 4310 (c)(3).  This rule requires that the Company have a
minimum of $2,500,000 in stockholders equity, or $35,000,000
market value of listed securities, or $500,000 of net income from
continuing operations for the most recently completed fiscal year
or two of the three most recently completed fiscal years.  The
Company does not intend to take any further action to appeal
Nasdaq's determination.

Based in Somerset, New Jersey, Ronson Corporation's operations --
http://www.ronsoncorp.com-- include its wholly owned
subsidiaries: 1) Ronson Consumer Products Corporation in
Woodbridge, N.J., and Ronson Corporation of Canada Ltd., both
manufacturers and marketers of Ronson consumer products; and 2)
Ronson Aviation, Inc., a fixed-base operator at Trenton-Mercer
Airport, Trenton, N.J., providing fueling, services of aircraft,
avionics and hangar/office leasing.


RONSON CORP: Receives Default Notice From Wells Fargo
-----------------------------------------------------
Ronson Corporation received on February 20, 2009, additional
notification from its primary lender, Wells Fargo Bank, National
Association, of Wells Fargo's reservation of rights and remedies
relating to events of default which would permit Wells Fargo to
accelerate the Company's outstanding indebtedness owed to Wells
Fargo.

The events of default extend to maintaining financial covenant
compliance relating to minimum net income, net cash flow and
tangible net worth requirements as of the Company's last completed
fiscal quarter, failure to obtain certain waivers and other
agreements with third parties required under the credit facility,
and failure to meet certain financial reporting due dates.  Wells
Fargo has instituted certain restrictions and reduced loan
availability and has required the Company to engage a consultant
to review its operations and cash requirements, but has not
accelerated any payments under the credit facility and has
continued to lend to the Company.

On November 21, 2008, Wells Fargo advised Ronson that Events of
Default under the Credit Agreement dated May 30, 2008, had
occurred.  These events of default included the Company's not
meeting financial covenants:

   1) The minimum Tangible Net Worth as of September 30, 2008,

   2) The minimum Net Income for the nine months ended
      September 30, 2008, and

   3) The minimum Net Cash Flow for the nine months ended
      September 30, 2008, and the Company's not meeting all of
      the requirements of the Post-Closing Agreement dated
      May 30, 2008.

As a result of the events of default, Wells Fargo increased the
interest rate charged on the loans outstanding under the credit
agreement by 3%.  The increases were assessed retroactively to
July 1, 2008.

Under cross-default provisions in the Company's mortgage loan from
Capital One, N.A., the events of default under the Wells Fargo
facility are an event of default under the mortgage loan.  Capital
One has not accelerated any payments under the mortgage loan.  At
December 31, 2008, the amounts of the outstanding indebtedness to
Wells Fargo and Capital One were $5,057,000 and $2,133,000,
respectively.  In the event of acceleration of its obligations to
Wells Fargo or Capital One, the Company would not have sufficient
cash resources to satisfy the obligations.

The Company has requested that Wells Fargo waive existing defaults
and provide the Company with additional loan availability under
its credit facility with Wells Fargo without which the Company
will not be able to fund current operations.  Wells Fargo has
declined the Company's request at this time; however, the Company
is continuing to discuss with Wells Fargo potential circumstances
in which additional funding by Wells Fargo might be available.
The Company is also exploring alternative sources of financing, a
potential sale of certain assets, and reductions of costs.  There
can be no assurance that the Company will be able to arrange
alternative financing or a sale of certain assets on terms
acceptable to it.

Based in Somerset, New Jersey, Ronson Corporation's operations --
http://www.ronsoncorp.com-- include its wholly owned
subsidiaries: 1) Ronson Consumer Products Corporation in
Woodbridge, N.J., and Ronson Corporation of Canada Ltd., both
manufacturers and marketers of Ronson consumer products; and 2)
Ronson Aviation, Inc., a fixed-base operator at Trenton-Mercer
Airport, Trenton, N.J., providing fueling, services of aircraft,
avionics and hangar/office leasing.


RUTLAND RATED: Moody's Downgrades Ratings on Credit Default Swap
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of one credit default swap and these notes issued by
Rutland Rated Investments, collateralized debt obligation
transactions referencing a portfolio of corporate entities.

Moody's explained that the rating actions taken are the result of
(i) the application of revised and updated key modeling parameter
assumptions that Moody's uses to rate and monitor ratings of
Corporate Synthetic CDOs and (ii) the deterioration in the credit
quality of the transaction's reference portfolio.  The revisions
affect key parameters in Moody's model for rating Corporate
Synthetic CDOs: default probability, asset correlation, and other
credit indicators such as ratings reviews and outlooks.  Moody's
announced the changes to these assumptions in a press release.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology for Corporate
Synthetic CDOs as described in Moody's Special Report below:

  -- Moody's Approach to Rating Corporate Collateralized
     Synthetic Obligations (December 2008)

The rating actions are:

Transaction: Dryden XII

Class Description: U.S.$5,000,000 Tranche A2-$LS Notes Due June
2013-1

  -- Current Rating: B2
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 38,500,000 Tranche A3-$LS Notes Due June
2013-1

  -- Current Rating: Caa1
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$1,000,000 Tranche A3B-$LS Notes Due June
2013-1

  -- Current Rating: Caa1
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 1,000,000 Tranche A3-$FS Notes Due June
2013-1

  -- Current Rating: Caa1
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 55,000,000 Tranche A4-$L Notes Due June
2013-1

  -- Current Rating: Caa2
  -- Prior Rating: Ba1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 10,000,000 Tranche A4-$F Notes Due June
2013-1

  -- Current Rating: Caa2
  -- Prior Rating: Ba1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$3,000,000 Tranche A5-$LS Notes Due June
2013-1

  -- Current Rating: Caa3
  -- Prior Rating: Ba2
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 10,000,000 Tranche A6-$F Notes Due June
2013-1

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 3,000,000 Tranche A7-$LC Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$6,000,000 Tranche A7B-$FS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 5,000,000 Tranche A7-$LS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$10,000,000 Tranche A7B-$LS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$ 5,000,000 Tranche B1-$LS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B2
  -- Prior Rating Date: 11/11/08

Class Description: U.S.$12,500,000 Tranche B1B-$LS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B2
  -- Prior Rating Date: 11/11/08

Class Description: EUR 5,000,000 Tranche A7-ELS Notes Due June
2013-1

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII Additional Issuance

Class Description: Class A1A-$LS

  -- Current Rating: Ba2
  -- Prior Rating: Baa2
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII Additional Issuance II

Class Description: Class A3C-$LS

  -- Current Rating: Caa1
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII Additional Issuance III

Class Description: Class A6-$L

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII Additional Issuance IV

Class Description: Class A4B-$L

  -- Current Rating: Caa2
  -- Prior Rating: Ba1
  -- Prior Rating Date: 11/11/08

Class Description: Class A4C-$L

  -- Current Rating: Caa2
  -- Prior Rating: Ba1
  -- Prior Rating Date: 11/11/08

Class Description: Class A4-EL

  -- Current Rating: Caa2
  -- Prior Rating: Ba1
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII IG Synthetic CDO 2006-2

Class Description: Class A1A-$LS

  -- Current Rating: Ba1
  -- Prior Rating: Aa2
  -- Prior Rating Date: 11/11/08

Class Description: Class A1-$LS

  -- Current Rating: Ba2
  -- Prior Rating: Aa3
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII IG Synthetic CDO 2006-3

Class Description: Class A7-$F

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Class Description: Class A6-$LS

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Class Description: Class A6B-$L

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Class Description: Class B1-$L

  -- Current Rating: Ca
  -- Prior Rating: B2
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII -- IG Series 24 Synthetic CDO 2006-2
Linked CDS (Credit Default Swap)

Class Description: Series 24 Linked CDS

  -- Current Rating: Ca
  -- Prior Rating: B1
  -- Prior Rating Date: 11/11/08

Transaction: Dryden XII -- IG Series 26 Synthetic CDO 2006-3

Class Description: Class A3-EL

  -- Current Rating: B3
  -- Prior Rating: Baa3
  -- Prior Rating Date: 11/11/08

Class Description: Class A6-EL

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08

Class Description: Class A6B-EL

  -- Current Rating: Caa3
  -- Prior Rating: Ba3
  -- Prior Rating Date: 11/11/08


SANTA MONICA MEDIA: Receives Non-Compliance Notice From NYSE
------------------------------------------------------------
Santa Monica Media Corporation received notice from the NYSE
Alternext US, LLC, indicating that it was below certain additional
continued listing standards of the Exchange, specifically that the
Company had not held an annual meeting of stockholders in 2008, as
set forth in Section 704 of the Exchange's Company Guide.  The
notification from the Exchange indicates that the Company has
until March 10, 2009, to submit a plan advising the Exchange of
action it has taken, or will take, that would bring the Company
into compliance with all continued listing standards by August 11,
2009.

Upon receipt of the Company's plan, which the Company anticipates
filing with the Exchange prior to the March 10, 2009 deadline, the
Exchange will evaluate the plan and make a determination as to
whether the Company has made a reasonable demonstration in the
plan of an ability to regain compliance with the continued listing
standards, in which case the plan will be accepted.  If accepted,
the Company will be able to continue its listing, during which
time the Company will be subject to continued periodic review by
the Exchange's staff.  If the Company's plan is not accepted, the
Exchange could initiate delisting procedures against the Company.

Santa Monica Media Corporation (NYSE Alternext US: MEJ.U, MEJ,
MEJ.WS) is a blank check company organized for the purpose of
acquiring through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination one or more operating businesses in the in the
communications, media, gaming or entertainment industry.


SECURE AMERICA: Receives Non-Compliance Letter From NYSE
--------------------------------------------------------
Secure America Acquisition Corporation received a notice from NYSE
Alternext US LLC that the Company is not in compliance with
Section 704 of the Exchange's Company Guide because the Company
did not hold an annual meeting during the calendar year 2008.

To maintain its listing on the Exchange, the Company intends to
submit a plan by March 10, 2009, addressing how it intends to
regain compliance by August 11, 2009.  If the Company does not
submit a plan or if this plan is not accepted by the Exchange, the
Company will be subject to delisting procedures.

Arlington, Virginia-based Secure America Acquisition Corporation
(NYSE: HLD) is a blank check company formed for the purpose of
acquiring, or acquiring control of, through a merger, capital
stock exchange, asset acquisition or other similar business
combination, one or more domestic or international operating
businesses in the homeland security industry, but not businesses
that design, build or maintain mission-critical facilities.


SELECT FLOORS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Select Floors, Ltd.
        P.O. Box 941409
        Plano, TX 75094

Bankruptcy Case No.: 09-40503

Type of Business: The Debtor sells array of floor coverings.

                  See: http://www.selectfloorsinc.com/

Chapter 11 Petition Date: February 23, 2009

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  eric@ealpc.com
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets: Less than $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Comerica bank                                    $2,322,636
8850 Boedeker Street
4th Floor
Dallas, TX 75225

Interceramic, Inc. (CTI)                         $1,759,229
Attn: Mike Young
P.O. Box 201433
Dallas, TX 75320-1433

10300 Metric Building Ltd.                       $1,526,058
9442 Capital of TX Hwy
North Plaza II, Ste. 140
Austin, tx 78759

Shaw Industries, Inc.                            $1,412,552
DC East Plant 26
3435 Lower Dug Gap Road SW
Dalton, GA 30720

Comerica Bank Payment                            $1,243,129
Processing
PO Box 10334
Van Nuys, CA 91410-0334

Weingarten Realty                                $557,900
Investors

Dr. Horton                                       $453,243

Chase home finance                               $451,966

C/o Holt Lunsford Commercial   Rents             $441,274

Market Center, LLC                               $441,246

Prologis                                         $424,080

Bron Tapes Texas                                 $306,876

C&C Sholesale Distributors                       $306,876

Inwood Bank                                      $289,219

Creative Touch                                   $250,000
Interiors

Future foam                                      $159,256

Comerica Commercial                              $153,318
Lending Services

DFW Builders Supply, Inc.                        $128,164

The petition was signed by George Calagna, president.


SEMGROUP LP: Court Approves Deal Governing Use of Cash Collateral
-----------------------------------------------------------------
SemGroup L.P. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware of a stipulation between the Official Producers'
Committee and Bank of America, N.A., as DIP Agent and prepetition
administrative agent for the Debtors, allowing the Debtors to use
the Cash Collateral in accordance with the terms of the agreed
budget, to pay on a monthly basis the reasonable professional fees
and expenses to the Producers' Committee's professionals.

The parties have agreed that up to the first $75,000 per month in
fees and expenses incurred by the Producers' Committee's
professionals will be paid from the Prepetition Secured Parties'
Cash Collateral.  Fees in the excess of the $75,000 will be paid
from the Cash Collateral of the Prepetition Secured Parties.

Under the Stipulation, each dollar from the Cash Collateral of
the Prepetition Secured Parties used to pay the professionals
will result in a dollar-to-dollar collateral diminution claim in
favor of the Prepetition Secured Parties, which will be junior to
the DIP Obligations but senior to all adequate protection claims.
The Debtors will pay the Diminution Claim from the proceeds of
any recoveries from producers.

A full-text copy of the Stipulation is available for free
at http://bankrupt.com/misc/SemGroupCCFinOrderStip.pdf

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court Extends Removal & Lease Decision Deadlines
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until June 17, 2009, the period within which all Debtors,
including SemCap, L.L.C., and SemGroup Holdings, L.P., may remove
actions pending on or before the Petition Date, pursuant to
Section 105(a) of the Bankruptcy Code and Rule 9006(b) of the
Federal Rules of Bankruptcy Procedure.

The Debtors previously obtained an extension of the Removal
Period until February 17, 2009.  With respect to SemCap and
SemGroup Holdings, the deadline to remove civil actions expired
on January 20, 2009.

The Court also extended the period within which Debtors SemCap,
L.L.C., and SemGroup Holdings, L.P., will decide whether to assume
or reject unexpired non-residential real property leases, through
and including May 20, 2009.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: BP Oil Seeks to Pay $10,664,032 to SemCrude
--------------------------------------------------------
BP Oil Supply Company seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to pay a final settlement to
the estates of SemGroup L.P. in accordance with the termination of
certain contracts between BP Oil and Debtor SemCrude, L.P.

BP Oil and SemCrude were parties to certain agreements, protected
by the safe harbor provisions of the Bankruptcy Code:

  * Master Net Settlement Agreement, dated April 1, 2008;

  * ISDA Master Agreement, dated April 25, 2008; and

  * Edison Electric Institute EEI Master Netting, Setoff,
    Security and Collateral Agreement, dated April 25, 2008.

SemCrude has defaulted under the Agreements due to its
bankruptcy.  Accordingly, BP Oil has exercised its right to
terminate the Agreements, and the parties have agreed that BP Oil
owes SemCrude a net settlement amount of $10,664,032.

BP Oil informed SemCrude that SemCrude owes BP Oil $163,327,021
under the Agreements.  BP Oil also owes SemCrude $173,991,054,
and based on the remaining obligations between the parties.

Bradford J. Sandler, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Wilmington, Delaware, tells the Court that like
similarly-situated parties, BP Oil has been waiting for the
Debtors to establish and finalize global setoff procedures.
However, it remains unclear whether those procedures will be
forthcoming in the near future, and BP Oil is currently
litigating issues relating to the Agreements.  In the absence of
uniform procedures addressing its rights, BP Oil seeks to
facilitate an efficient resolution of its issues by this Motion.

According to Mr. Sandler, the right to terminate and liquidate
forward contracts, swap agreements, and master netting agreements
upon an event of default is critical to a party's risk
mitigation, credit exposure, and its decision to enter into
protected transactions.

Mr. Sandler states that BP Oil currently faces liability to
multiple parties.  Following the tender of the Final Settlement,
it will have extinguished all obligations under the Agreements,
as well as related third party claims and causes of action, he
maintains.

BP also has commenced an adversary proceeding seeking declaratory
judgment against SemCrude, L.P., and to exercise its rights under
agreements entered into by the parties.  BP Oil asked the Court to
declare that the Agreements are valid and enforceable, and the
Final Settlement constitutes property of SemCrude's estate.  Thus,
SemCrude is entitled to the payment of the Final Settlement, in
full satisfaction of all claims between the parties.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Bankruptcy Professionals Seek Payment of Fees
----------------------------------------------------------
Pursuant to Section 331 of the Bankruptcy Code, professionals
hired in the bankruptcy cases of SemGroup L.P. and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the District
of Delaware applications for the allowance of fees and
reimbursement of expenses:

A. Debtors' Professionals

  Firm               Period          Fees     Expenses
  ----               ----------   ----------  --------
  Weil, Gotshal &    10/01/08-    $3,661,867  $164,922
  Manges LLP         10/31/08

  AP Services, LLC   07/22/08-     5,877,410   400,298
                     09/30/08

  BDO Seidman, LLP   10/08/08-       249,735   199,788
                     01/31/09

  Bifferato          10/01/08-         2,740       364
  Gentilotti LLC     10/31/08

  Bifferato          11/01/08-         1,022       818
  Gentilotti LLC     11/30/08

  Blackstone         10/01/08-       350,000    71,151
  Advisory Services  10/31/08
  L.P.

  Blackstone         11/01/08-       350,000    39,307
  Advisory Services  11/30/08
  L.P.

  Blackstone         12/01/08-       350,000    33,492
  Advisory Services  12/31/08
  L.P.

  Blackstone         07/22/08-     1,512,903   178,189
  Advisory Services  11/30/08
  L.P.

  Conner & Winters   09/01/08-       185,107     3,571
                     09/30/08

  Conner & Winters   10/01/08-       308,752     4,928
                     10/31/08

  Conner & Winters   11/30/08-       333,955     9,611
                     11/30/08

  Conner & Winters   07/25/08-     1,563,730    20,564
                     11/30/08

  Goldin             08/01/08-       186,604     7,846
  Associates, LLC    11/30/08

  Houlihan Lokey     10/01/08-       220,000    44,796
  Howard & Zukin     10/31/08
  Capital, Inc.

  Houlihan Lokey     11/01/08-       220,000     1,774
  Howard & Zukin     11/30/08
  Capital, Inc.

  Houlihan Lokey     12/01/08-       220,000    10,247
  Howard & Zukin     12/31/08
  Capital, Inc.

  PA Consulting      10/01/08-       604,169    66,229
  Group, Inc.        10/31/08

  PA Consulting      11/01/08-       556,372    56,077
  Group, Inc.        11/30/08

  PA Consulting      12/01/08-       597,532    61,460
  Group, Inc.        12/31/08

  PA Consulting      07/22/08-     2,581,802   195,657
  Group, Inc.        11/3/08

  Richards, Layton   10/01/08-       139,533    14,611
  & Finger, P.A.     10/31/08

  Richards, Layton   11/01/08-        71,576     7,064
  & Finger, P.A.     11/30/08

  Richards, Layton   12/01/08-        80,823     7,186
  & Finger, P.A.     12/31/08

  Richards, Layton   07/22/08-       676,226    77,477
  & Finger, P.A.     11/30/08

  Warren H. Smith    10/01/08-         2,100         0
                     10/31/08

  Warren H. Smith    11/01/08-         9,594         7
                     11/30/08

  Warren H. Smith    12/01/08          1,460         4
                     12/31/08

  Weil, Gotshal &    09/01/08-     3,782,413   178,160
  Manges LLP         09/30/08


B. Committee's Professionals

  Blank Rome LLP     10/01/08        100,940     1,087
                     10/31/08

  Blank Rome LLP     11/01/08-         2,740         0
                     11/30/08

  Cole, Schotz,      11/04/08-        23,708    10,540
  Meisel, Forman &   11/30/08
  Leonard, P.A.

  Cole, Schotz,      12/01/31-        19,299     5,477
  Meisel, Forman &   12/31/08
  Leonard, P.A.

  Lain, Faulkner     11/04/08-        91,332     1,823
  & Co., P.C.        12/31/08

  Quinn Emanuel      10/01/08-       454,667    17,014
  Urquhart Oliver    10/31/08
  & Hedges, LLP

  Quinn Emanuel      11/01/08-       403,104     8,882
  Urquhart Oliver    11/30/08
  & Hedges, LLP

  Quinn Emanuel      12/01/08-       614,362     9,340
  Urquhart Oliver    12/31/08
  & Hedges, LLP

  Andrews Kurth LLP  10/30/08-       345,492     4,813
                     11/30/08

D. Examiner's Professionals

  Freeh Group        12/01/08-       297,872     8,911
                     12/31/08

  KPMG LLP           10/27-08-       102,007     9,404
                     11/30/08

  KPMG LLP           12/01/08-       176,879    11,431
                     12/31/08

  Morrison &         10/19/08-       343,250     5,590
  Foerster LLP       11/30/08

  Morrison &         12/01/08-       178,158     4,340
  Foerster LLP       12/31/08

  Polsinelli         11/13/08-        11,032     8,825
  Shalton Flanigan   11/30/08
  Suelthaus PC

  Polsinelli         12/01/08-         8,842       195
  Shalton Flanigan   12/31/08
  Suelthaus PC

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENECA GAMING: Moody's Affirms Low-B Ratings; Gives Neg. Outlook
----------------------------------------------------------------
Moody's affirmed all the ratings on Seneca Gaming Corporation but
revised the outlook to negative from stable.  The change in
outlook reflects the risk of decline in SGC's earnings due to the
current recession, which, combined with potentially aggressive
tribal distributions, could result in weakening financial metrics
and liquidity.

SGC's net revenues were down 7.6% in the quarter ended
December 31, 2008, and, although EBITDA was relatively stable,
Moody's believe that deeper top-line deterioration in the course
of the year could create some negative pressures on earnings.  In
Moody's view, the economic challenges are likely to become fiercer
in 2009 in SGC's regional market, negatively impacting
spend/visit.  More positively, management's cost-cutting
initiatives are expected to mitigate the decline in performance.

In Moody's opinion, the combination of a moderate decline in
earnings and high distributions to the Seneca Nation of Indians
could result in higher financial leverage -- EBITDA being computed
after the head lease payments to the Nation.  Further, although
the SGL-3 Speculative Grade Liquidity rating was affirmed, SGC
might need to moderate its tribal payments to maintain adequate
liquidity, including sufficient room under the minimum EBITDA
covenant of the revolver agreement.

These ratings have been affirmed:

  -- Ba2 Corporate Family Rating

  -- Ba2 Probability of Default Rating

  -- Ba2 Senior Unsecured Notes (LGD assessment revised to LGD4,
     51% from LGD4, 52%)

  -- SGL-3 Speculative Grade Liquidity Rating

The last rating action was on June 30, 2008 when Moody's affirmed
SGC's Ba2 corporate family rating.

SGC is an incorporated instrumentality of the Seneca Nation of
Indians, a federally recognized tribe, which entered into a
compact with the State of New York in August 2002, permitting the
Nation to establish and operate three Class III gaming facilities
in western New York.  Net revenues for the twelve-month period
ended December 31, 2008 were approximately $621 million.


SEQUILS-CENTURION V: Moody's Cuts Rating on Class B to 'Ba1'
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Sequils-Centurion V, Ltd.:

  -- U.S. $408,000,000 Class A Senior Secured Floating Rate Term
     Notes Due 2013, Downgraded to Aa3; previously on April 19,
     2001 Assigned Aaa;

  -- U.S. $30,000,000 Class B Second Priority Senior Secured
     Floating Rate Notes Due 2013, Downgraded to Ba1; previously
     on September 26, 2002 Assigned A1.

According to Moody's, the rating actions taken on the notes are a
result of applying Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The actions also reflect
consideration of credit deterioration of the underlying portfolio.
The revised assumptions that have been applied to all corporate
credits in the underlying portfolio are described in the press
release dated February 4, 2009.

Credit deterioration of the collateral pool is observed in, among
others, a decline in the average credit rating (as measured
through the weighted average rating factor), and an increase in
the dollar amount of defaulted securities, and an increase in the
proportion of securities from issuers rated Caa1 and below.
Moody's also notes the existence of unusual structural features in
this transaction such as principal payments to the Class B Notes
before principal payments to Class A Notes as well as early
reduction of the notional amount of the Sequils credit swap.  In
this transaction, the credit swap provides credit enhancement to
the rated notes, and amortizing the swap notional before the full
paydown of the rated notes effectively represents loss of
subordination.  These additional features further contribute to
rating volatility.


STATION CASINOS: Fitch Says Boyd Gaming Rating Unaffected by Bid
----------------------------------------------------------------
Boyd Gaming Corp.'s ratings are unaffected by the announcement
that the company is interested in exploring an acquisition of
certain assets of Station Casinos, Inc., according to Fitch
Ratings.  Station offered a prepackaged bankruptcy plan to
bondholders on Feb. 3, 2009 after bondholders rejected the
proposed terms of Station's debt exchange offer in December 2008.

Boyd said it is interested in pursing a transaction as either a
'stalking horse bidder,' or as a co-sponsor or plan proponent.
The announcement was a preliminary indication of interest, so
there is no binding agreement at this time.  As a result, Fitch's
ratings are unaffected by the announcement.  If details of the
terms regarding a formal transaction materialize, Fitch will
consider the impact on Boyd's ratings at that time.

Boyd plans to report earnings on Feb. 26, 2009, and Fitch expects
to consider Boyd's ratings and Rating Outlook at that time.
Boyd's current ratings are:

   -- Issuer Default Rating (IDR) at 'BB-';
   -- Senior credit facility at 'BB';
   -- Senior subordinate debt at 'B+'.


SUPERIOR HOMES: Involuntary Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Alleged Debtor: Superior Homes & Investments, LLC
                2822 Commerce Park Drive, Suite 400
                Orlando, FL 32819

Case Number: 09-01955

Involuntary Petition Date: February 20, 2009

Court: Middle District of Florida (Orlando)

Petitioner's Counsel: Wendy Anderson, Esq.
                      wra@andersonbadgley.com
                      Anderson & Badgley PL
                      1270 Orange Avenue, Suite D
                      Winter Park, FL 32789
                      Tel: (407) 478-4600
                      Fax: (407) 478-4777

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Patricia Allen                 judgment             $48,790
Brian Allen


Kelvin & Maxine Broderick      judgment             $94,201
5 Turnpike Close, Market
Harborough, Leicestershire
LE15 7TJ

David Elliott                  judgment             $32,077
14 Daventer Drive, Stnmore
Middlsex, UK

Andrew John Hastings           judgment             $41,539
3 McClintock Place
Enfield, Middlesex

Janet Holloway                 judgment             $100,508
S5 Hilltop Road
Whyteleafe, Surrey
CR3 ODF

John Miller                    judgment             $124,943
5 Talbot Court
Liverpool, Merseyside

Derek Moffat                   return of deposit    $29,761
16 Yewhurst, Twyfood
Reading, UK RG10 9PW

Alan and Dawn Pringle          judgment             $81,998

Ross                           judgment             $33,399
Firgrove House
Bielby, York Y042 4JW

Tim and Karen Thorpe           judgment             $82,842
7 Whitehouse Crescent
Great Preston
Laude L526 5BU

Stephen Ward                   judgment             $73,949
Buzon 3077, Calle Madrono 24
03724 Moraria
Alicante, Spain

Chris White                    return of deposit    $55,575
45 Harvey
Gray Essex, BN16 2TX

Stephen White                  judgment             $57,248
The Hawthorne, London Rd.
Newport, Espex CB213PP

Barry Williams                 return of deposit    $63,000
2 Lower Greenhill Farm
Cottage, Breach Lane
Wootton Bassett, Wiltshire
9N4 7QP

A. and R. Wood                 return of deposit    $41,399


SWC SERVICES: Replaced by DSC as CarBiz Lender
----------------------------------------------
CarBiz Inc. said it has restructured its debt with a credit
facility from Dealer Services Corporation.  DSC purchased CarBiz's
prior credit facility from SWC Services, LLC, which is in
bankruptcy in Illinois.  In connection with the new credit
facility, DSC has forgiven approximately $30 million of the debt
owed to SWC.

CarBiz became the fourth largest buy here-pay here business in the
U.S. following two major acquisitions in 2007.  The acquisitions
resulted in CarBiz owning and operating 26 buy here-pay here
dealerships in nine states including Florida, Illinois, Indiana,
Nebraska, Iowa, Kentucky, Oklahoma, Ohio and Texas.  CarBiz funded
the acquisitions through a credit facility from SWC, which filed
for bankruptcy on October 20, 2008.

Chief Executive Officer of CarBiz, Carl Ritter commented
"Unfortunate circumstances have made it impossible for our prior
lender to continue its participation in our growth.  With the help
of DSC CarBiz has been able to overcome this setback and
significantly improve its balance sheet.  We believe that we are
well positioned for an exciting 2009."

Chief Executive Officer of Dealer Services Corporation, John
Fuller said "DSC is excited about working with and funding CarBiz.
Their long established training division will be very beneficial
to the launch of our Lease here-Pay here product and provide an
excellent testing ground to develop the product for future
expansion.  I have done business with Carl Ritter and his team in
the past and I'm delighted to have the opportunity to work with
them again."

Headquartered in Sarasota, Florida, USA, CarBiz, Inc. --
http://www.CarBiz.com/-- owns and operates the nation's fourth-
largest chain of "buy here-pay here" and "lease here-pay here"
automobile dealerships through its CarBiz Auto Credit division.
CarBiz Consulting is a leading provider of training, collections
and other vital services, including Performance Groups, to help
auto dealers throughout the U.S. maximize profitability.  CarBiz
stock is traded on the U.S. OTCBB under the symbol CBZFF.OB.

                        About SWC Services

SWC Services, LLC, and 18 other entities -- Lien Acquisition, LLC;
AGM, LLC; AGM II, LLC; KD1, LLC; KD2, LLC; KD3, LLC; KD4, LLC;
KD5, LLC; KD6, LLC; KD7, LLC; KD8, LLC; RWB Services LLC; Surge
Capital II, LLC; Colossus Capital Fund, L.P.; Colossus Capital
Fund, Ltd.; Lancelot Investors Fund, L.P.; Lancelot Investors Fund
II, L.P.; Lancelot Investors Fund, Ltd. -- filed for bankruptcy
protection under Chapter 7 of the Bankruptcy Code on October 28,
2008 (Bankr. N.D. Ill. Lead Case No. 08-28220).  The Hon.
Jacqueline P. Cox presides over the case.  Ronald R. Peterson
serves as Chapter 7 trustee.

SWC Services, et al., engaged in the operation of related hedge
funds or special purpose vehicles.  Each of the Debtors was
ultimately controlled by Gregory Bell, through various levels of
management companies set up by Mr. Bell.

As of October 11, 2008, the Debtors purportedly had assets with a
value of $1.8 billion and liabilities of $276 million.  Roughly
$1.5 billion of the Debtors' assets consist of loans to or
investments in bankrupt Petters Group Worldwide and related
entities.

The Chapter 7 trustee is assisted by Michael S. Terrien, Esq., and
Andrew S. Nicoll, Esq., at Jenner & Block, LLP, as bankruptcy
counsel.


TIERONE CORP: Defers Interest Payment on Trust Preferred Stock
--------------------------------------------------------------
TierOne Corporation, the holding company for TierOne Bank, elected
on Nov. 24, 2008, to defer regularly scheduled interest payments
on $30 million of outstanding floating rate junior subordinated
debentures relating to its outstanding trust preferred securities
originated in 2004.  The terms of the securities and the
underlying trust documents allow TierOne to defer payments of
interest for up to 20 consecutive quarterly periods without
default or penalty.  During the deferral period, the trust will
likewise suspend the declaration and payment of dividends on the
trust preferred securities.  At the end of the deferral period,
all accrued and unpaid interest is due and payable at the same
contractual rate that would have been payable were it not for the
extension.

In mid-January 2009, the Bank entered into a supervisory agreement
with the Office of Thrift Supervision setting forth steps the Bank
is taking in response to regulatory concerns regarding its
previous operating results and to address the current economic
environment facing the banking and financial industry.  These
steps include a review and potential revision to the Bank's
business strategies impacting selected lending policies,
procedures and reporting, enhancements to certain credit
administration and underwriting functions, restrictions on capital
distribution and suspension of dividend payments and elevated
capital requirements.  The Bank has fulfilled many of the
obligations set forth in the supervisory agreement and is in the
process of undertaking actions to comply with the remaining
requirements.  Compliance with the supervisory agreement is not
expected to have a material adverse effect on the Company's or the
Bank's business or operations.

This week, TierOne Corporation reported a net loss of
$3.8 million for the three months ended December 31, 2008.  For
the fiscal year ended December 31, 2008, TierOne recorded a net
loss of $75.2 million

TierOne Corporation is the parent company of TierOne Bank --
http://www.tieronebank.com/-- a $3.3 billion federally chartered
savings bank and the largest publicly traded financial institution
headquartered in Nebraska.  Founded in 1907, TierOne Bank offers
customers a wide variety of full-service consumer, commercial and
agricultural banking products and services through a network of 69
banking offices located in Nebraska, Iowa and Kansas.  Customer
deposits at TierOne have been insured by the FDIC since June 28,
1935.


TITLE GUARANTEE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Title Guarantee Building Ownder, LLC
        c/o Capri Capital Partners, LLC
        875 North Michigan Avenue, Suite 3430
        Chicago, IL 60611

Bankruptcy Case No.: 09-13950

Chapter 11 Petition Date: February 23, 2009

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Ron Bender, Esq.
                  rb@lnbrb.com
                  Levene, Neale, Bender, Rankin & Brill LP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Turelk, Inc.                                     $1,200,0000
3700 Santa Fe Ave. Ste. 200
Lone Beach, CA 90810

Superior Wall Systems, Inc.    mechanics lien    $411,589
1232 E. Orangethorpe Ave.
Fullerton, CA 92831

All Trade Fabrication          mechanics lien    $152,141
6152 Napa Circle
Huntinnton Beach, CA 92647

Tristate Inc dba Journeys      mechanics lien    $139,761
Tristate Inc

Basec Structures, Inc.         mechanics lien    $106,511

Kone Elevator                                    $72,000

Thyssenkrupp Elevator          mechanic lien     $67,455

Ultimate Removal Inc.          mechanics lien    $67,107

Howard Roofing                 mechanics lien    $28,326

Ranit Yemini dba Coastal Tile  mechanics lien    $18,236

Empire Electrical Supply       mechanics lien    $10,874

Kitson Specialty Contracting                     $10,000

Kulerfer Flammang Architects                     $10,000

Harabedian Hall & Co.                            $5,000

ABB Ltd.                                         $5,000

Plante & Moran                                   $4,500

Central City Association                         $2,500

Brand Energy Brand                               $1,487

Westlako Reed Loskosky                           $600

CBRE                                             Unknown

The petition was signed by Brian Fargo.


TRANS-INDIA ACQUISITION: Receives Non-Compliance Notice From NYSE
-----------------------------------------------------------------
Trans-India Acquisition Corp. (NYSE Alternext US: TIL) (NYSE
Alternext US: TIL-U) received on February 10, 2009, a notice from
the NYSE Alternext US LLC advising Trans-India that it does not
meet certain of the continued listing standards as set forth in
the NYSE Alternext US Company Guide.  Specifically, NYSE Alternext
US notified Trans-India that it was not in compliance with Section
704 of the NYSE Alternext US Company Guide, as Trans-India had
failed to hold an annual meeting of stockholders during 2008.

Trans-India intends to convene a special meeting of its
stockholders on March 10, 2009, to vote on a plan of liquidation
and dissolution of the company.  Trans-India intends to submit a
plan to NYSE Alternext US by March 10, 2009, that will request
that NYSE Alternext US continue its listing until after the
special meeting, at which time, assuming the company's
stockholders approve the liquidation and dissolution of the
company, Trans-India will return the amount in its trust account
to its stockholders and its securities will cease trading.

If Trans-India does not submit a plan or if the plan is not
accepted by NYSE Alternext US, Trans-India will be subject to
delisting procedures at set forth in Section 1010 and Part 12 of
the NYSE Alternext US Company Guide.  Under NYSE Alternext US
rules, Trans-India has the right to appeal any determination by
NYSE Alternext US to initiate delisting proceedings.


TRW AUTOMOTIVE: Posts $946 Million 4th Quarter 2008 Net Loss
------------------------------------------------------------
TRW Automotive Holdings Corp. reported fourth-quarter 2008
financial results with sales of $2.8 billion, a decrease of 27.6%
compared to the same period a year ago.  The Company reported a
GAAP fourth quarter net loss of $946 million, which compares to
net earnings of $56 million in the prior year period.

The 2008 fourth quarter GAAP net loss includes goodwill and other
intangible asset impairment charges of $787 million, restructuring
and fixed asset impairment charges of $81 million and a one-off
net tax expense of $4 million.  Similarly, the prior year fourth
quarter included $19 million of restructuring charges and asset
impairments and a one-off tax benefit of
$14 million.  Excluding these special items, TRW's 2008 fourth-
quarter net loss was $74 million, which compares to net earnings
of $61 million in the prior year period.

The Company's full-year 2008 sales grew to a record
$15.0 billion, an increase of 2.0% compared with the prior year.
For the year, GAAP net losses were $779 million, which compares to
2007 earnings of $90 million.

"The automotive industry is in the midst of extraordinary
challenges resulting from the sudden and steep decline in global
automotive production and economic activity.  TRW's fourth quarter
results reflect those challenges," said John C. Plant, President
and Chief Executive Officer.  "We are confident the actions we
have taken and will continue to take, to align our business with
the current industry conditions, will allow us to prevail through
these challenging times and prosper when the industry returns to a
more stable environment."

Earnings before interest, securitization costs, taxes,
depreciation and amortization and special items were $101 million
in the fourth quarter of 2008, as compared to the prior year level
of $319 million.  Adjusted EBITDA for the year totaled
$1.0 billion, compared to $1.2 billion in the prior year.

As of December 31, 2008, the Company had $2.9 billion of debt and
$766 million of cash and marketable securities, resulting in net
debt -- defined as debt less cash and marketable securities -- of
$2.1 billion.  This compares favorably to net debt of
$2.3 billion at the end of 2007, the Company said.

At the end of 2008, committed liquidity facilities and cash on
hand provided the Company with available liquidity in excess of
$1.5 billion.  On February 13, 2009, the Company drew down
additional funds under its $1.4 billion revolving credit facility
(bringing the total outstanding to $1.1 billion) to bolster its
liquidity position due to concerns about ongoing disruptions in
the financial markets and uncertainty in the automotive industry
and global economy.

TRW's 2009 planning assumptions for industry production volumes
are approximately 9.3 million in North America and 16.5 million
for Europe, down 27% and 20%, respectively, compared to 2008
levels.  Based on these production levels and the Company's
current expectations for foreign currency exchange rates, full-
year sales are expected to range between $10.9 billion and
$11.3 billion, with first-quarter sales expected to be
approximately $2.4 billion.

"We anticipate 2009 will be another challenging year for the
automotive industry, especially in our major markets of North
America and Europe where customer production volumes are
anticipated to be down significantly," said Mr. Plant.  "TRW's
capital structure and strong liquidity, combined with management's
decisive actions to mitigate the effects of the downturn, will
help TRW to remain a leading supplier to the world's car
manufacturers."

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

                           *     *     *

As reported by the Troubled Company Reporter on January 15, 2009,
Standard & Poor's Ratings Services lowered its ratings on TRW
Automotive Inc., including the corporate credit rating, which was
lowered to 'BB' from 'BB+'.  The outlook is negative.

Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 64.33 cents-on-the-
dollar during the week ended February 20, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.50 percentage points from
the previous week, the Journal relates.  The loan matures on
February 9, 2014.  TRW Automotive pays 150 basis points to borrow
under the facility.  The bank loan carries Moody's Ba1 rating and
Standard & Poor's BBB- rating.


UNITED REFINING: Receives Non-Compliance Letter From NYSE
---------------------------------------------------------
United Refining Energy Corp. received on February 10, 2009, a
notice from the NYSE Alternext U.S. LLC staff indicating that the
Company is below certain of the Exchange's continued listing
standards in that the Company held no annual meeting for
stockholders in 2008 as set forth in Section 704 of the Exchange's
Company Guide.  The Company was afforded the opportunity to submit
a plan of compliance to the Exchange by March 10, 2009 that
demonstrates the Company's ability to regain compliance with
Section 704 of the Company Guide by August 11, 2009.  If the
Company does not submit a plan or if the plan is not accepted by
the Exchange, the Company may be subject to delisting procedures
as set forth in Section 1010 and Part 12 of the Exchange's Company
Guide.

The Company is currently reviewing its alternatives in response to
the Exchange's notice.


UNITRIN INC: Fitch Downgrades Rating on Senior Notes to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded these ratings related to Unitrin,
Inc. and its insurance subsidiaries:

Unitrin

  -- Issuer Default Rating to 'BBB-' from 'BBB';
  -- $560 million senior notes to 'BB+' from 'BBB-'.

United Insurance Co. of America
Union National Life Insurance Co.
Reliable Life Insurance Co.

  -- Insurer Financial Strength rating to 'A-' from 'A'.

Finally, all Unitrin ratings are placed on Rating Watch Negative.

Unitrin's move to Rating Watch Negative mainly reflects the
uncertainty regarding Fireside Bank, Unitrin's consumer finance
business.  Fireside Bank, which is highly concentrated in the
California subprime auto lending market, suffered significant
losses in 2008 and 2007 and Fitch expects additional losses in
2009, given deteriorating macro-economic trends.  Further losses
could lead to additional capital being transferred from the
insurance companies to support the bank.  Unitrin recently
announced that it is seeking strategic alternatives for Fireside
Bank.

The rating downgrade of Unitrin's life subsidiaries reflects
continued deterioration in its capital profile, which is no longer
consistent with Fitch's view for the prior rating category.  In
addition to weak earnings growth, capital is further hindered by
dividends paid to the parent.

Fitch's ratings reflect a capital position hampered by catastrophe
and investment losses along with continued adverse results in its
consumer finance business.  The ratings also reflect Fitch's
expectation that pricing softness in the property/casualty
insurance marketplace will persist.

Favorably, Unitrin significantly reduced its equity asset
allocation during the third quarter by selling its once sizeable
position in Northrop Grumman, which should diminish earnings
volatility.  Additionally, the company's financial leverage
remains within Fitch's expectation at 26%.


UNITRIN INC: Subsidiary Placed on Rating Watch Negative
-------------------------------------------------------
This is a correction to the previous release; it corrects the
rating action taken on the subsidiary, Trinity.

Fitch Ratings has downgraded and placed these ratings related to
Unitrin, Inc., and its insurance subsidiaries on Rating Watch
Negative:

Unitrin

  -- Issuer Default Rating to 'BBB-' from 'BBB';
  -- $560 million senior notes to 'BB+' from 'BBB-'.

United Insurance Co. of America
Union National Life Insurance Co.
Reliable Life Insurance Co.

  -- Insurer Financial Strength rating to 'A-' from 'A'.

Fitch has also placed this rating on Rating Watch Negative:

Trinity Universal Insurance Co.

  -- IFS rating 'A-'.

Unitrin's move to Rating Watch Negative mainly reflects the
uncertainty regarding Fireside Bank, Unitrin's consumer finance
business.  Fireside Bank, which is highly concentrated in the
California subprime auto lending market, suffered significant
losses in 2008 and 2007 and Fitch expects additional losses in
2009, given deteriorating macro-economic trends.  Further losses
could lead to additional capital being transferred from the
insurance companies to support the bank.  Unitrin recently
announced that it is seeking strategic alternatives for Fireside
Bank.

The rating downgrade of Unitrin's life subsidiaries reflects
continued deterioration in its capital profile, which is no longer
consistent with Fitch's view for the prior rating category.  In
addition to weak earnings growth, capital is further hindered by
dividends paid to the parent.

Fitch's ratings reflect a capital position hampered by catastrophe
and investment losses along with continued adverse results in its
consumer finance business.  The ratings also reflect Fitch's
expectation that pricing softness in the property/casualty
insurance marketplace will persist.

Favorably, Unitrin significantly reduced its equity asset
allocation during the third quarter by selling its once sizeable
position in Northrop Grumman, which should diminish earnings
volatility.  Additionally, the company's financial leverage
remains within Fitch's expectation at 26%.


US MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: U.S. Mortgage Corp.
        19D Chapin Road
        Pine Brook, NJ 07058

Bankruptcy Case No.: 09-14301

Type of Business: The Debtor provides mortgage-related services.

                  See: http://2usmortgage.com/

Chapter 11 Petition Date: February 23, 2009

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce D. Buechler, Esq.
                  bbuechler@lowenstein.com
                  Kenneth Rosen, Esq.
                  krosen@lowenstein.com
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2308

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fannie Mae                     Loan Proceeds     $99,204,453
185 Market Street
Philadelphia, PA 19103

Suffolk Federal Credit Union   Loan Proceeds     $33,756,848
3681 Horseblock Road
Medford, NY 11763

Proponent Federal Credit       Loan Proceeds     $21,614,908
Union
536 Washington Avenue
Nutley, NJ 07110

Picatinny Federal Credit       Loan Proceeds     $9,491,133
Union
100 Mineral Springs Road
Dover, NJ 07801

Sperry Associates Federal      Loan Proceeds     $9,168,163
Credit Union
2400 Jericho Turnpike
Garden City, NY 11040

Treasury Department FCU        Loan Proceeds     $8,702,587
1101 2nd Street, NE
Washington, DC 20002

Novartis Federal Credit Union  Loan Proceeds     $3,105,334
One Health Plaza
Building 101/103 Link
East Hanover, NJ 07936

Educational Systems Federal                      $3,095,838
Credit Union
7500 Greenway Center Drive,
Suite 1300
Greenbelt, MD 20768

Credit Union                   Loan Proceeds     $2,790,155
16 East Lincoln Avenue
Roselle Park, NJ 07204

Energy Federal Credit Union    Loan Proceeds     $2,648,619
5 Choke Cherry Road
Suite 110
Rockville, MD 20850

Rutgers Federal Credit Union   Loan Proceeds     $2,227,970
100 College Avenue
New Brunswick, NJ 08901

Piedmont Aviation Credit       Loan Proceeds     $2,149,215
Union
3810 North Liberty Street
Winston Salem, NC 27105

Pinnacle Federal Credit Union  Loan Proceeds     $1,756,487
135 Raritan Center Parkway
Edison, NJ 08837

Velocity County FCU            Loan Proceeds     $1,469,266
2801 PGA Boulevard
Palm Beach Gardens, FL 33410

TCT Federal Credit Union       Loan Proceeds     $1,029,786
416 Rowland Street
Ballston Spa, NY 12020

Lassen County Federal Credit   Loan Proceeds     $832,467
Union
2505 Riverside Drive
Susanville, CA 96130

JM Associates Federal Credit   Loan Proceeds     $502,278
Union
8019 Bayberry Road
Jacksonville, FL 32256

Miami Firefighters Federal     Loan Proceeds     $490,000
Credit Union
1111 NW 7th Street
Miami, FL 33136

First Florida Credit Union                       $447,537
500 West 1st Street
Jacksonville, FL 32202

Newark Board of Education      Loan Proceeds     $440,000
Employees
195 Norman Road
Newark, NJ 07106

The petition was signed by Andrew Liput, senior vice president
and general counsel.


WADLEY REGIONAL: Schedules $13.5MM in Assets, $7.9MM in Debts
-------------------------------------------------------------
Bloomberg's Bill Rochelle reports that Wadley Regional Medical
Center filed formal lists of assets and debt showing property with
a value of $13.5 million and liabilities totaling $7.9 million,
including $5.4 million in secured claims.

Wadley Regional Medical Center sought bankruptcy protection before
the U.S. Bankruptcy Court for the Eastern District of Texas to
sell its assets after failing to find new financing.

According to Bloomberg, Wadley has signed a deal to sell all its
assets to Brim Healthcare of Texas LLC, for $5 million, subject to
higher and better offers.  Pursuant to the deal, Brim also would
assume as much as $9.8 million of Wadley's debt.  Brim agreed to
lease the hospital for $250,000 a year for at least five years
under the sale agreement.  The parties have agreed to a March 6
deadline to complete the sale.

Wadley said it will seek the Bankruptcy Court's permission to loan
up to $3.5 million from Brim to fund its chapter 11 case.

                       About Wadley Regional

Wadley Regional Medical Center -- http://www.wadleyhealth.com/--
is a nonprofit owner of a 372-bed hospital in Texarkana, Texas.
Wadley and three affiliates, including the Wadley Health System,
filed for Chapter 11 protection from creditors on Jan. 14, 2009
(Bankr. E.D. Tex., Case No. 09-50006).  Bruce H. White, Esq., at
Greenberg Traurig LLP, has been tapped as counsel.  Grant Thornton
LLP and Cain Brother & Company LLC have also been tapped as
financial advisor and investment banker, respectively.  In its
bankruptcy petition, Wadley estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million.


YAKIMA SENIOR LIVING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Yakima Senior Living Property, LLC
        c/o J Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302-0006
        Tel: (509) 452-5822
        aka Englewood Heights

Bankruptcy Case No.: 09-30993

Chapter 11 Petition Date: February 19, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Company Description: The Debtor operates a senior living community
                     named Englewood Heights, in Yakima, Wash.
                     See: http://www.englewoodslc.com/index.php

Debtor's Counsel: Leon Simson, Esq.
                  Albert N. Kennedy
                  Tonkon Torp LLP
                  888 SW 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2067
                  Fax: (503) 972-3767
                  E-Mail: leon.simson@tonkon.com

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

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

The petition was signed by Clyde A. Hamstreet, chief restructuring
officer of the Debtor.

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

             http://bankrupt.com/misc/orb09-30993.pdf


YRC WORLDWIDE: Signs $122-Mil. Sale & Leaseback Deal With Estes
---------------------------------------------------------------
YRC Worldwide Inc. said Friday that its operating subsidiaries
signed agreements with Estes Express Lines to sell and
simultaneously lease back certain facilities.  The aggregate sale
price is roughly $122 million and the property sales are intended
to close from March through June 2009.  The initial lease term for
each facility is 10 years, with two, 10-year renewal options to
extend the term of each lease by up to an additional 20 years. The
company will have a right of first offer if Estes decides to sell
a facility during the first 36 months.

"We are pleased that we finalized another significant component of
our liquidity initiatives," stated Wicks. "It is common practice
in our industry to lease facilities from other industry providers,
and in fact, we presently lease other facilities from Estes and
they lease from us.  This is a continuation of that relationship.
We continue to have additional opportunities in this area with
other investors and recent improvements in this particular market
have made them even more attractive."

The company's operating subsidiaries have previously entered into
leases with Estes, as both landlord and tenant, and real estate
sales contracts for the sale of excess properties.  In addition,
YRC Logistics uses Estes as a transportation service provider for
its clients in the ordinary course of business.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received roughly $101 million of proceeds and
expects to receive roughly $50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities until February 17.  The company is in
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.


YRC Worldwide: Thanks S&P for Adjusting Rating Outlook
------------------------------------------------------
YRC Worldwide Inc. said that after its recently finalized bank
amendment, a positive step was taken by one of the lead credit
agencies.

As reported by the Troubled Company Reporter on February 19, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC (CCC/Watch Pos/--) to positive from
developing.  The revision follows news of YRC's completed
amendment to its credit facilities and renewal of its asset-backed
securitization facility.  "These developments lessen the near-term
risk of a downgrade, and S&P will evaluate their effect on YRC's
liquidity and credit quality in resolving the CreditWatch review,"
said Standard & Poor's credit analyst Anita Ogbara.

"We appreciate S&P's initial perspective of our bank amendment and
their willingness to evaluate its positive liquidity aspects,"
stated Tim Wicks, Executive Vice President and CFO of YRC
Worldwide.

YRC's senior credit facilities consist of a $950 million senior
revolving credit facility and a $150 million term loan.  The
previous covenants, which specified maximum leverage of 3.5x and
minimum interest coverage of 2.5x, have been waived through
March 31, 2011.  Per the terms of the amendment, YRC's covenants
include (but are not limited to) these:

  -- Minimum cumulative EBITDA of $45 million, $130 million, and
     $180 million for the quarters ending June 30, Sept. 30, and
     Dec. 31, 2009, respectively;

  -- Maximum gross capital expenditures of $150 million in 2009
     and $235 million in 2010; and

  -- Minimum liquidity (defined as cash and cash equivalents,
     revolver availability less letters of credit exposure, and
     ABS availability) of $100 million at all times.

The maturity date of the senior credit facility remains Aug. 17,
2012, unless $50 million or more remains outstanding on the 8.5%
USF Freightways Corporation  notes due 2010 as of March 1, 2010;
or if $50 million or more is outstanding on the 5% contingent
convertible notes due 2023 as of June 25, 2010.

The ABS facility will expire on Feb. 11, 2010, and permits
financings of up to $500 million based on borrowing base
availability.

In exchange for these amended terms, YRC will pay amendment fees
totaling $12 million and higher interest costs over the duration
of the agreement.  As of Dec. 31, 2008, YRC had $325 million in
cash on its balance sheet.

S&P could raise ratings if S&P judges that the revised covenants
and renewal of the company's ABS facility have lessened liquidity
pressures sufficiently to warrant an upgrade.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received roughly $101 million of proceeds and
expects to receive roughly $50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities until February 17.  The company is in
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.


ZEALOUS HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Zealous Holdings, Inc.
        15641 Redhill Ave., Suite 200
        Tustin, CA 92780
        dba Ault Glazer Bodnar & Co., Inc.
        dba The Ault Glazer Group, Inc.
        dba ASNI-II, Inc.

Bankruptcy Case No.: 09-11425

Chapter 11 Petition Date: February 20, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Company Description: The Debtor is a Los Angeles-based financial
                     services holding company that provides,
                     through its wholly-owned operating
                     subsidiaries, a broad range of securities,
                     brokerage and trading, merchant and
                     investment banking related services
                     primarily to institutional clients and
                     accredited individual investors, as well as
                     an alternative trading system for illiquid
                     and restricted securities.

Debtor's Counsel: Mark H. Galyean, Esq.
                  4630 Campus Drive
                  Newport Beach, CA 92660
                  Tel: (949) 630-3997

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

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

The petition was signed by Milton C. Ault, III, chairman and CEO
of the Debtor.

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

             http://bankrupt.com/misc/cacb09-11425.pdf


* Garden City Promotes Jennifer Keough to Executive Vice Pres.
--------------------------------------------------------------
The Garden City Group, Inc., the recognized leader in legal
administration services including class action settlement
administration, legal notification programs and Chapter 11
business reorganization, said that Jennifer M. Keough has been
promoted to executive vice president.  Ms. Keough formerly served
as senior vice president and managing director, West Coast
Operations.

Since joining GCG in 2003, Ms. Keough has helped the organization
establish a formidable presence in the region and nation.  Her
work has received glowing praise from clients and courts alike.
For example, the trustee in the Engle Trust Fund matter noted
that, "the outstanding organizational and administrative skills of
GCG and particularly of Jennifer Keough cannot be overstated."
GCG in general "and specifically Jennifer Keough proved to be
caring experts at what they do," the trustee said.

"GCG has been able to sustain its high level of service quality
and steady growth as a result of having exceptionally qualified
and dedicated individuals like Jennifer Keough," said GCG Chief
Executive Officer David Isaac.  "She exemplifies the high caliber
of people we have been able to attract and retain as part of the
GCG family.  I'm confident that in her new role, she will continue
to make contributions that enable us to meet and surpass our
clients' high expectations."

GCG's President and Chief Operating Officer Neil L. Zola echoed
Isaac's sentiments.  "Jennifer has been a key catalyst in our
organization's West Coast expansion and its role in enhancing our
nationwide presence.  Equally important, we credit team members
like Jennifer for our ability to deliver operational excellence on
a consistent basis."  About her new role, Ms. Keough said, "The
team we have assembled is second to none in the industry.  I am
proud to continue contributing to GCG's growth as the premier
settlement administrator in the country."

Ms. Keough came to GCG as a former client and class action
business analyst with the state of Washington's largest law firm,
Perkins Coie, where she was responsible for managing the
settlement implementation and administration process for large
class action settlements.  Applying her strong insider insights
into class action processes, she has been instrumental in
facilitating GCG's acquisition of new clients and significant
cases.  Ms. Keough has also burnished the GCG brand and reputation
among the class action bar in the western region of the United
States.

In addition to her role at Perkins Coie, Ms. Keough's professional
background includes her 11-year tenure with the highly regarded
Seattle-based civil litigation firm of Smith & Hennessey PLLC.
While at Smith & Hennessey, she successfully managed legal
projects and financial investigations primarily involving complex
commercial litigation and arbitration, as well as corporate,
financial and timber investigations in the Pacific Northwest,
Alaska, Georgia, Louisiana, Mississippi and Florida.

Ms. Keough graduated cum laude from Seattle University Albers
School of Business with a bachelor's degree in business management
and a master's degree in finance and valuation.  She received her
law degree from Seattle University School of Law, where she
authored the article, "Navigating the Ethical Challenges of
Representing Older Clients."

                   About The Garden City Group

The Garden City Group, Inc. -- http://www.gardencitygroup.com-- a
subsidiary of Crawford & Company, administers class action
settlements; designs legal notice programs, manages Chapter 11
administrations, and provides expert consultation services.

                    About Crawford & Company

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest
independent provider of claims management and related solutions to
the risk management and insurance industry as well as self-insured
entities, with a global network of more than 700 locations in 63
countries.  Major service lines include property and casualty
claims management; warranty inspections; integrated claims and
medical management for workers' compensation; legal settlement
administration, including class action and bankruptcy claims
administration; and risk management information services.  The
Company's shares are traded on the NYSE under the symbols CRDA and
CRDB.


* Sharon Roth Becomes Principal at Walker, Truesdell & Associates
-----------------------------------------------------------------
Walker, Truesdell & Associates reports that Sharon Roth has become
a Principal.  Ms. Roth, a CPA, presently directs a number of the
firm's engagements as Chapter 11 Trustee or Plan Administrator in
Federal Bankruptcy Court and as Independent Examiner in securities
regulation matters before FINRA.  She has been with the firm since
2002.

Ms. Roth currently oversees Walker, Truesdell's assignments as
Trustee of the Delta Financial Liquidating Trust and of Global
Vision Products.  She has recently completed management of several
other Chapter 11 and Chancery Court liquidations including those
of the Medifacts International Litigation Trust, the Institute for
Cancer Prevention, Levitz Home Furnishings, Inc., Spectrumedix
LLC, the Northwestern D & O Trust and Budget Rent-A-Car.

"Sharon's work ethic, forensic accounting and tax background,
coupled with her extensive bankruptcy and finance experience, make
her ideally suited for her expanded role.  We are proud to have
her as a leader of our firm," said Hobart Truesdell, Co-Founder of
Walker, Truesdell & Associates.

Ms. Roth said, "I am proud to become a Principal and to help
direct Walker, Truesdell's efforts to provide timely, expert
management on a cost efficient basis to our clients.  Our
objective is, and has always been, to achieve the best possible
outcomes for those we represent."

Roth is an industry veteran with more than 25 years of tax,
accounting and finance experience.  Prior to joining Walker,
Truesdell & Associates she was a Senior Vice President at Reckson
Strategic Venture Partners, a real estate opportunity fund, where
she was responsible for the acquisition, management and
disposition of real estate related operating businesses.
Previously, she was Vice President-Finance and CFO of Golodetz
Corporation, a closely held international trading and investment
company, where she managed the company's Chapter 11 bankruptcy.
She began her career at PricewaterhouseCoopers and then Kenneth
Leventhal & Co., which later merged with Ernst & Young.

Ms. Roth is a CPA and a member of the AICPA.  She holds a
bachelor's degree from California State University at Los Angeles.

               About Walker, Truesdell & Associates

Walker, Truesdell & Associates is a bankruptcy consulting firm
that provides comprehensive senior management, advisory, financial
and administrative services to Chapter 11 debtors and companies
experiencing financial difficulties.  Founded in 1996 by Paul
Walker and Hobart Truesdell after their four year collaboration as
Trustee and Manager of the Drexel Burnham Liquidating Trust,
Walker, Truesdell & Associates has successfully represented
clients across multiple industries in both bankruptcy and non-
bankruptcy proceedings.  Notable cases which Walker, Truesdell has
directed include those of Delta Financial, Musicland Holdings,
Levitz Home Furnishings, Top Flite Spalding, Napster Music, Budget
Rent-A-Car, Einstein Noah Bagels and Eagle Foods.


* Quadrangle's S. Rattner Joins Treasury to Advice on Auto Sector
-----------------------------------------------------------------
Quadrangle Group LLC, said that Steven Rattner, who had served as
a Managing Principal of Quadrangle, will leave the firm to join
the Treasury Department as Counselor to the Secretary.  In that
capacity, he will advise Secretary Timothy Geithner regarding a
variety of economic and financial matters and will lead the team
advising Secretary Geithner and National Economic Council Director
Lawrence Summers on the automobile sector.

The firm commented further, "The Obama administration's selection
of Steve represents a distinct honor for him and a rare
opportunity for him to help facilitate our country's economic
recovery.  While we will clearly miss Steve, we recognize the
utmost importance of this appointment.  We would like to thank him
for his extraordinary leadership, judgment and friendship."

Mr. Rattner said, "Since the founding of this firm in 2000, we
have very deliberately sought to assemble a broad and deep team of
highly skilled professionals. I have the utmost faith and
confidence in my partners and colleagues to manage an exceptional
institution and to deliver first class results."

Quadrangle also announced Feb. 23 that Michael Huber and Joshua
Steiner have been named co-Presidents of the firm, effective
immediately.  Mr. Steiner is a co-founder of Quadrangle and Mr.
Huber joined the firm at the inception of its investing activities
in 2000. Mr. Huber and Mr. Steiner will remain as Managing
Principals and also serve as co-Chairs of the Investment Committee
of Quadrangle Capital Partners ("QCP"), Quadrangle's media and
communications focused private equity business.  Mr. Huber and Mr.
Steiner previously played various management roles within the
firm, most recently leading a comprehensive review of Quadrangle
Capital Partners' investment process and operating procedures to
reflect the growth of the firm's geographic reach and skill set.
Quadrangle's Managing and Operating Principals commented, "These
management changes have our unanimous support, and we intend to
continue the focused, prudent and fundamentals-driven investment
approach that has characterized Quadrangle since its inception. We
look forward to continuing to create value through our investment
strategy and portfolio management."

Peter Lattman and John D. Stoll at The Wall Street Journal report
that President Barack Obama has appointed deal maker Steven
Rattner to lead the team advising the government on rescuing the
U.S. car industry.

According to WSJ, Mr. Rattner had been rumored to be the leading
candidate for "car czar" that would supervise the restructuring of
General Motors Corp. and Chrysler LLC, but the government decided
to instead create a panel called the Presidential Task Force on
Autos led by Treasury Secretary Timothy Geithner and National
Economic Council Director Lawrence Summers.

WSJ relates that Mr. Rattner's team will be considering a variety
of options, including possible Chapter 11 filings or billions more
dollars in government loans to GM and Chrysler.  The report says
that the group could eventually mandate details like what cars the
industry should build or how much they should pay employees.  The
government, according to the report, said that Mr. Rattner will
advise Secretary Geithner on a variety of economic and financial
matters.


* Defaults by Franchisees Increase, U.S. SBA List Shows
-------------------------------------------------------
American Bankruptcy Institute reports that defaults by franchisees
have soared as the recession deepens.  ABIWorld says a list of
loans guaranteed by the U.S. Small Business Administration at 500
franchises shows that the number of defaults by franchisees
increased 52 percent in the fiscal year ended Sept. 30, 2008.

According to an ABI World quick poll in January, majority of the
respondents predicted that bankruptcies in 2009 would increase by
at least 35% over the nearly 1.1 million cases filed in 2008.

Bankruptcies totaled nearly 1.1 million in 2008, with more than
97% of the cases filed by consumers, representing an increase of
more than 30% over the 2007 filing total, ABI said in a statement.
Bankruptcies have increased nearly 35% each year since 2006, when
filings reached their lowest levels since the 1980s following the
implementation of the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005, ABI adds.


* Failed Banks Climb to 14 This Year
-------------------------------------
Oregon's Silver Falls Bank has joined seven other banks that were
closed in February.  Fourteen banks have already failed in the
United States only two months into the year.  Twenty-five banks
insured by the Federal Deposit Insurance Corporation were closed
for the entire 2008.

Silver Falls Bank, based in Silverton, Oregon, was closed on Fri.,
Feb. 20, 2009, by the Oregon Department of Consumer and Business
Services, which appointed the FDIC as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Citizens Bank, Corvallis, Oregon, to assume all of
the deposits of Silver Falls Bank.

As of February 9, 2009, Silver Falls Bank had total assets of
approximately $131.4 million and total deposits of $116.3 million.
Citizens Bank did not pay a premium to acquire the deposits of
Silver Falls Bank.

According to American Bankruptcy Institute, the Obama
administration on Monday revamped the terms of its emergency aid
to troubled financial firms, setting a course that could culminate
with the government nationalizing some of the country's largest
banks by taking a controlling ownership stake.  ABIWorld also says
the U.S. government faced mounting pressure on Monday to put
billions more in some of the nation's biggest banks, as well as
two of the biggest automakers -- General Motors and Chrysler LLC,
and American International Group, the biggest insurance company,
despite the billions it has already committed to rescuing them.

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09

Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks to assume all of the
deposits of the closed banks:

                                            Buyer's   FDIC Cost
                                            Assumed  to Insurance
                                           Deposits     Fund
Closed Bank          Buyer                 (millions)  (millions)
-----------          ----                   --------     ----
Silver Falls      Citizens Bank               $116.3      $50.0
Pinnacle Bank     Washington Trust Bank        $64.0      $12.1
Corn Belt Bank    Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank    TIB Bank                    $281.4     $201.5
Sherman County    Heritage Bank                $85.1      $28.0
County Bank       Westamerica Bank          $1,300.0     $135.0
Alliance Bank     California Bank & Trust     $951.0     $206.0
FirstBank         Regions Bank                $279.0     $111.0
Ocala National    CenterState Bank            $205.2      $99.6
Suburban Federal  Bank of Essex               $302.0     $126.0
MagnetBank        -- None --
1st Centennial    First California Bank       $302.1     $227.0
Bank of Clark     Umpqua Bank                 $523.6    $120-145
Nat'l Commerce    Republic Bank of Chicago    $402.1      $97.1


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 2, 2009
  ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
     Chicago Regional Conference
        Union League Club of Chicago, Chicago, Illinois
           Contact: 1-541-858-1665; http://www.airacira.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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 ***