TCR_Public/090227.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 27, 2009, Vol. 13, No. 57

                            Headlines


1518 WEST: Voluntary Chapter 11 Case Summary
234 GREENE: Voluntary Chapter 11 Case Summary
515 SEABREEZE: Files for Chapter 11 Bankruptcy Protection
ACCENTIA BIOPHARMA: Wants Plan Filing Period Extended to Sept. 6
ADOBE HOLDINGS: Files Chapter 11 Petition Without Lawyer

AGAPE WORLD: Trustee Wants Bank Records & Employee Accounts
AIR CANADA: S&P Downgrades Corporate Credit Rating to 'B-'
AMERICAN INTL: May Get Credit-Default Swap Backstop From Gov't
AMERICAN LOCKER: Ch. 11 Warning After Grapevine Deal Fell Through
AMERICAN REPROHRAPHICS: S&P Puts 'BB' Rating on Negative Watch

AXESSTEL INC: Board Names Gozia as Member & Hautanen as Chairman
BARRINGTON BROADCASTING: S&P Affirms 'CCC+' Corp.  Credit Rating
BEARINGPOINT INC: Taps Garden City as Claims and Noticing Agent
BEARINGPOINT INC: Taps E&Y LLP as Auditor, Tax Services Provider
BERNARD L. MADOFF: Congressmen Ask IRS for Victims' Tax Relief

BEVERAGES & MORE!: S&P Puts 'B-' Rating on CreditWatch Negative
BI-LO LLC: Lack of Closure on Refinancing Cues S&P's Junk Rating
BRIGGS RANCH: Court Converts Case to Chapter 7 Liquidation
BROOKSTONE COMPANY: Near-Term Liquidity Cues Moody's Junk Rating
BROWN SHOE: S&P Puts 'BB-' Corporate Rating on Negative Watch

CIGNA CORPORATION: Moody's Affirms 'Ba1' Preferred Stock Rating
CHARLES BLANCHARD: Voluntary Chapter 11 Case Summary
CHEMTURA CORP: Posts $1.02 Billion Loss, Seeks Relief from Lenders
CIRCUIT CITY: Gets Court OK to Pay Incentives During Wind-Down
CONSTAR INTERNATIONAL: Receives Court Nod to Pay Critical Vendors

DA LAT INVESTMENTS: Voluntary Chapter 11 Case Summary
DAKOTA LLC: Voluntary Chapter 11 Case Summary
DAVID CACCHIONE: Voluntary Chapter 11 Case Summary
DSBC INVESTMENTS: Voluntary Chapter 11 Case Summary
E.W. SCRIPPS: Rock Mountain News Will Run Final Issue Today

EDDIE BAUER: Weak Fourth Quarter Results Cue Moody's Junk Rating
ECLIPSE AVIATION: Won't Oppose Conversion to Chapter 7
EL CERRITO: Case Summary & 15 Largest Unsecured Creditors
ELVIS CRESPO: Voluntary Chapter 11 Case Summary
ENNSTONE INC: Ennstone Plc's U.S. Unit Files for Chapter 11

ERIE-WESTERN PENNSYLVANIA: Fitch Affirms 'BB+' Rating Port Bonds
EURONET WORLDWIDE: S&P Gives Stable Outlook; Retains 'BB' Rating
FORD MOTOR: Expects 10.5MM to 12.5MM U.S. Industry Sales Volume
FORTUNOFF HOLDINGS: Liquidator Group Wins Auction
FRONTERRA VILLAGE: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: Posts $30.9 Billion Net Loss for 2008
GENERAL MOTORS: Expects "Going Concern" Opinion From Auditors
GENERAL MOTORS: Major Investors Willing to Accept Less Money
GENERAL MOTORS: Opel Workers Strike as Bailout Talks Continue
GOODY'S LLC: May Use Prepetition Secured Lenders' Cash Collateral

GOTTSCHALKS INC: Bonus Plans Draw Objection from U.S. Trustee
HANOVER INSURANCE: Underwriting Improved, Fitch Keeps Ratings
HARVEY ROBERT: Voluntary Chapter 11 Case Summary
HHGREGG INC: S&P Assigns 'B+' Corporate Credit Rating
HOMEBANC MORTGAGE: Court Converts Cases to Ch. 7 Liquidation

IRVINE SENSORS: Dec. 28 Balance Sheet Upside Down by $10.1 Million
JEFFERSON COUNTY: Has Until March 18 to Negotiate with Insurers
JG WENTWORTH: Moody's Downgrades Corporate Family Rating to 'Ca'
JOURNAL REGISTER: Seeks to Alter CBAs with Four Unions
JOURNAL REGISTER: Taps CDG to Provide Restructuring Mgt. Services

JOURNAL REGISTER: Wants Proofs of Claim Deadline on April 13
JOURNAL REGISTER: Wants Seyfarth Shaw as Special Labor Counsel
JOURNAL REGISTER: Wants Willkie Farr as Bankruptcy Counsel
K-RAM INC: Voluntary Chapter 11 Case Summary
KEY ENTERPRISES: Voluntary Chapter 11 Case Summary

LANDSOURCE COMMUNITIES: Sells 3 Projects for Almost $56 Million
LUNDIN MINING: Obtains June 5 Waiver of Loan Covenant Default
LYONDELL CHEMICAL: Parent Wins Injunction from U.S. Court
LYONDELL CHEMICAL: Bankruptcy May Take More Than a Year
MACQUARIE INFRASTRUCTURE: May Put Airport Biz in Bankruptcy

MERISANT WORLDWIDE: Taps Broadpoint Capital as Financial Advisor
MIDWEST PHYSICIAN: Fitch Puts 'BB+' Bond Rating on Negative Watch
MOHAWK INDUSTRIES: Moody's Cuts Rating on Senior Notes to 'Ba1'
MSGI SECURITY: Dec. 31 Balance Sheet Upside Down by $10.7 Million
NEPTUNE FUNDING: Moody's Confirms Rating on Asset-Backed Notes

NEW DAY: Files for Chapter 11 Bankruptcy Protection
ON-SITE SOURCING: March 27 Auction; Secured Lender Leads Bidding
PARENT CO: Creditors Panel Challenges Validity of D.E. Shaw Claim
PHILADELPHIA NEWSPAPERS: CEO to Return $232,000 Raise in December
PHILADELPHIA NEWSPAPERS: Wants to Access $25 Million Facility

PILGRIM'S PRIDE: Creditors Say Banks' Equipment Liens Invalid
PLIANT CORP: Wants Court to Set May 5 as Claims Bard Date
PLIANT CORP: Wants 15 Days More to File Schedules and Statements
PMA CAPITAL: Fitch Affirms Senior Debt Rating at 'BB+'
PRIMUS FINANCIAL: Moody's Withdraws Counterparty Ratings

QIMONDA RICHMOND: Taps Richards Layton as Bankruptcy Co-Counsel
QIMONDA RICHMOND: Wants Simpson Thacher as Bankruptcy Counsel
REALOGY CORP: Apollo Agrees to Invest As Much As $150 Million
RECYCLED PAPER: Chapter 11 Plan Declared Effective
REGAL JETS: Files for Chapter 11 Bankruptcy in Delaware

REGAL JETS: Case Summary & 20 Largest Unsecured Creditors
RITZ CAMERA: Gets Initial OK to Access $85 Mil. Wachovia Facility
SANITARY AND IMPROVEMENT: Voluntary Chapter 9 Case Summary
SARKIS NMN: Voluntary Chapter 11 Case Summary
SENSATA TECHNOLOGIES: Poor Credit Metrics Cue Moody's Junk Rating

SPECTRUM BRANDS: Moody's Withdraws Ratings on Bankruptcy Filing
TARRAGON CORP: Can Hire Travis Wolff as Independent Auditors
TARRAGON CORP: Taps GrayRobinson as Special Litigation Counsel
TELESAT CANADA: Moody's Affirms Corporate Family Rating to 'B2'
TRAVELCLICK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating

TRANSIT TELEVISION: Files for Chapter 7 Liquidation
TREVOR SPEARMAN: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Hartford Courant to Cut 100 Jobs
TRINSUM GROUP: Files for Chapter 11 Bankruptcy After No Earnings
UNI-MARTS LLC: Receives April 22 Extension to File Plan

VINDOM PROPERTIES: Voluntary Chapter 11 Case Summary
VISTEON CORP: Posts $663 Million Net Loss for 2008
WATER STREET REALTY: Files for Chapter 11 in Manhattan
WELLMAN INC: CIT Announces $35 Million Exit Financing
WESTCHESTER CLO: Moody's Downgrades Ratings on Various Notes

* Moody's: Recovery Rates on Defaulted Debt to Fall This Year
* S&P Corrects Rating on Three Financial Institutions
* S&P Says Distress Ratio Declines to 60% in February
* Moody's: Bank FSRs Likely to Experience More Volatility

* January Existing-Home Sales Fall, Inventory Down
* New Energy Bill to Help Cleantech Firms Avert Bankruptcy

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


1518 WEST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1518 West Chicago Avenue, LLC
        7628 West Madison
        Forest Park, IL 60130

Bankruptcy Case No.: 09-05776

Type of Business: 1518 West Chicago Avenue, LLC, is a
single-asset, real estate debtor.

Chapter 11 Petition Date: February 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gregory K Stern, Esq.
                  Gregory K. Stern, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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/ILNB09-05776.pdf

The petition was signed by Gregory A. Paulus, manager of the
Company.


234 GREENE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 234 Greene, LLC
        504 Grand Street
        New York, NY 10002

Bankruptcy Case No.: 09-10815

Type of Business: 234 Greene, LLC, is a single-asset, real
                  estate debtor.

Chapter 11 Petition Date: February 23, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.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/nysb09-10805.pdf

The petition was signed by Yosef Gruber, managing member of the
Company.


515 SEABREEZE: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that 515
Seabreeze, LLC, has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of Florida.

The Business Journal relates that in November 2008, Jericho All-
Weather Opportunity Fund won in the Broward County Circuit Court a
$12.3 million foreclosure judgment on 515 Seabreeze's five-story,
17,751-square-foot office building in Fort Lauderdale.  According
to the report, a foreclosure sale of the property was scheduled on
February 11, 2009, but was cancelled by 515 Seabreeze's bankruptcy
filing.

Jericho All-Weather filed on February 12 a motion to dismiss 515
Seabreeze's bankruptcy petition, claiming that it was filed in bad
faith, The Business Journal says.  515 Seabreeze is a single-asset
real estate debtor and its foreclosure should be allowed to
proceed in circuit court, the report states, citing Jericho All-
Weather.  According to the report, a hearing on the motion to
dismiss the case is set for March 20.

Court documents say that the building is valued at $15 million.
The Business Journal relates that the Broward County property
appraiser valued the building at about $6.4 million.  According to
court documents, the property is vacant in anticipation of being
demolished for construction of a hotel.

515 Seabreeze acquired the building from Fort Lauderdale resident
Michael Zuro for $7.3 million in 2005, The Business Journal
relates.

According to The Business Journal, 515 Seabreeze was also sued in
faced county court by Fort Lauderdale resident Michael Zuro -- who
gave the company a $1.8 million second mortgage -- and Coconut
Grove-based M.A.M.C., which wrote a third mortgage for $500,000.

515 Seabreeze listed $67,029 in unsecured claims, The Business
Journal states.

Fort Lauderdale, Florida-based 515 Seabreeze, LLC, is equally
owned by Fort Lauderdale residents Leonard J. Mercer Jr., Patrick
Danan, and Frank A. Leo.  The Company filed for Chapter 11
bankruptcy protection on February 10, 2009 (Bankr. S.D. Fla. Case
No. 09-12322).  Andrew J. Nierenberg, Esq., who has an office at
Coral Gables, Florida, assists the company in its restructuring
effort.  The company listed $15,085,000 in total assets and
$3,867,029 in total debts.


ACCENTIA BIOPHARMA: Wants Plan Filing Period Extended to Sept. 6
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc. and its affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to extend
their exclusive period to propose a plan until September 6, 2009,
and their exclusive period to solicit acceptances of that plan
until November 5, 2009.

The Debtors' current exclusive period to file a plan expires on
March 10, 2009.

The Debtors tell the Court that they need an extension of time to
file a plan in order to analyze all of their available
restructuring options and assess the approval process.

The Debtors says that no other party is prepared to file a plan at
this time.

                 About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M. D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida, represent the Debtors as counsel.  The Official Committee
of Unsecured Creditors selected Paul J. Battista, Esq., at
Genovese Joblove & Battista, P.A. as its counsel.


ADOBE HOLDINGS: Files Chapter 11 Petition Without Lawyer
--------------------------------------------------------
Adobe Holdings Inc. filed for Chapter 11 bankruptcy without giving
a reason and without a lawyer signing its petition, Bloomberg News
said.

In its Chapter 11 petition before the U.S. Bankruptcy Court for
the Central District of California, Adobe Holdings listed assets
of $11.1 million against debt totaling $79.3 million.  Around
$75.3 million of the debt is secured, Bloomberg's Tiffany Kary
said, citing court documents.

The Company's owner, Robert E. Rippe of La Quinta, California,
filed the petition without a lawyer.  Companies in Chapter 11 are
required to have a lawyer, Bloomberg's Bill Rochelle said.  He
notes that without a lawyer, a company in Chapter 11 can have its
case dismissed.

Adobe Holdings Inc. is an Indio, California-based investment
company that also does business as Brougham Investments.


AGAPE WORLD: Trustee Wants Bank Records & Employee Accounts
-----------------------------------------------------------
Michael Amon at Newsday.com reports that Kenneth Silverman, the
bankruptcy trustee charged with recouping losses for Agape World
investors, is seeking the bank records of a youth baseball league
and employee accounts related to the alleged Ponzi scheme.

According to Newsday.com, Mr. Silverman, who met with federal
prosecutors on Wednesday, wants the records to document where
$380 million in investor money went and to learn whether it is
recoverable.  Court documents say that Mr. Silverman wants access
to:

     -- Citibank and Bank of America accounts kept by N.T.
        Baseball, a Seaford youth league founded by Mr. Cosmo;

     -- 114 Parkway Drive South, which authorities say Mr. Cosmo
        used to acquire a Hauppauge sports arena;

     -- 7940 Jericho Turnpike Corp., the legal name for an
        upscale Woodbury restaurant Mr. Cosmo co-owns called
        Speranza, which opened Sunday night; and

     -- a defunct upstate company, Sawmill Development Corp.

Newsday.com says that Mr. Silverman has been granted subpoena
power to inspect accounts at three commodities trading firms in
Chicago and New York City where federal authorities say Agape
World president Nicholas Cosmo improperly invested about
$100 million of his clients' money, losing about $80 million.  Mr.
Cosmo, according to the report, is being held on a mail fraud
charge until a bail package is negotiated.

Newsday.com quoted Mr. Silverman as saying, "I'm trying to gather
information, locate assets, locate books and records and documents
that would be useful.  We have set up meetings, and we've already
conducted interviews."

According to Newsday.com, Stacey Richman -- the attorney for Mr.
Cosmo -- said that she also wanted to see her client's bank
records.  The report quoted her as saying, "The logic of the
situation is, everybody is going to want to assess all of the
assets and whether or not there is actually a loss."

Court documents say that Mr. Silverman will go after Agape brokers
who sought new investors and made about $55 million collectively
over five years.  Records show requests to see records of Agape
vice president Jason Keryc's Cyrek Inc., Hugo Arias Inc., and
Anthony Ciccone Enterprises Llc.  According to state business
records, Hugo Arias and Anthony Ciccone are owned by brokers of
the same name.  Newsday.com relates that the court hasn't granted
subpoena power for the brokers' accounts, Speranza, or the sports
companies.

Newsday.com reports that the U.S. attorney's office for New York's
Eastern District already moved to confiscate some of Mr. Cosmo's
assets.

                     About Agape World

Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/
-- is a private bridge lender since 1999.

As reported by the Troubled Company Reporter on February 16, 2009,
the Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York approved investors' Agape World Inc.
of petition to put the company into Chapter 7 bankruptcy
protection.


AIR CANADA: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Air Canada to 'B-' from 'B'.  At the
same time, S&P removed the rating from CreditWatch with negative
implications, where it was placed Dec. 2, 2008.  The outlook is
negative.

"The downgrade reflects our assessment of Air Canada's ability to
maintain a level of liquidity commensurate with the rating to
satisfy its financial covenant requirement, the numerous
challenges facing the airline in 2009, and weakened financial
measures in 2008," said Standard & Poor's credit analyst Greg Pau.
"Although S&P recognizes the eventual benefits to Air Canada of
having a comparatively modern fleet and operating in the
relatively less competitive Canadian market, S&P believes that the
challenges ahead to its business are pressing and could further
weaken the company's credit risk profile," Mr. Pau added.

Standard & Poor's expects that Air Canada could face an additional
element of uncertainty in labor relations.  Collective bargaining
contracts with five of the labor unions covering 80% of employees
in various key functions are scheduled to expire in May and June
2009.  Although the weak economic conditions could help lower
expectations of unions and employees, it is difficult to predict
the outcome of such negotiations.  A prolonged labor strike
because of delays or a breakdown in negotiations could in S&P's
view potentially lead to a significant disruption to Air Canada's
operations in the peak summer travel season.  S&P believes that
the financial impact of such a scenario could be material, as Air
Canada typically generates about half of its annual EBITDA in the
third quarter.

The negative outlook reflects S&P's view that Air Canada faces
what S&P believes are significant challenges.  It also reflects
S&P's assessment that the company's financial flexibility is
constrained by what S&P views as a highly leveraged capital
structure.  Standard & Poor's could lower the rating if there is
evidence that Air Canada is unlikely to be able to satisfy the
minimum cash requirement in its financial covenants, or if
operating conditions become even more severe or prolonged, leading
to materially lower operating cash flow generation.  S&P believes
that a revision of the outlook to stable is unlikely in 2009,
barring an external equity injection to address the highly
leveraged capital structure.  In S&P's view, such a revision could
occur later assuming the company successfully weathers the
challenges in 2009 and demonstrates its ability to improve its
financial measures.


AMERICAN INTL: May Get Credit-Default Swap Backstop From Gov't
--------------------------------------------------------------
American International Group Inc. may get a backstop from the U.S.
government to protect it against further losses on credit-default
swaps, Hugh Son and Zachary R. Mider at Bloomberg News report,
citing a person familiar with the matter.

According to Bloomberg, the source said that the federal
guarantees may be included in AIG's bailout, which the firm will
disclose next week, along with its fourth-quarter results,
according to the person.

Bloomberg says that AIG has reported four straight quarterly
losses on swaps tied to U.S. home loans.

Bloomberg relates that regulators who rescued AIG in September
2008 feared that a collapse of the Company, which sold swaps to
banks including Goldman Sachs Group Inc., would result in losses
throughout the global financial system.  The government, says the
report, committed in November 2008 about $30 billion to retire
some of the contracts tied to subprime mortgages, while not
addressing other swaps tied to corporate loans and European debt.
According to the report, the Federal Reserve said in November,
"Counterparties around the world continue to have significant
exposure to AIG, and market conditions continue to be fragile and
sensitive to the potential disorderly failure of AIG."

Citing a person familiar with the matter, Bloomberg states that it
wasn't clear how many of the swaps the government would back.  The
source said that talks are continuing, according to the report.

               AIG May Surrender a Unit to Gov't

According to Hugh Son and Andrew Frye at Bloomberg, a person
familiar with the matter said that AIG may turn over its faltering
business that insuring corporate clients to the government.  The
source said that the division that was previously intended to be
the core of the firm after the government rescue, the report
states.

The source, Bloomberg relates, said that AIG told the government
that the business has struggled to attract customers as workers
leave the firm to work for competitors.  Citing the source,
Bloomberg notes that surrendering the division to the government
could cut some of AIG's debt and protect the operation from losses
at other parts of the firm.

Bloomberg, citing Consumer Federation of America director Bob
Hunter, reports that a government takeover of the insurance
business could boost client confidence and help increase sales.

                 About American International

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

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

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

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

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

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

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


AMERICAN LOCKER: Ch. 11 Warning After Grapevine Deal Fell Through
-----------------------------------------------------------------
American Locker Group Incorporated said the City of Grapevine,
Texas, has decided to take no further action towards the purchase
of the Company's manufacturing facility and corporate
headquarters.

Although the City has expressed their intention to condemn the
Real Property for the last year and a half, it has resisted the
Company's efforts to negotiate a resolution until recently.  The
City's actions have created uncertainty, hampering the Company's
efforts to improve liquidity.

The Company recently agreed to sell the Real Property to the City
subject to the approval of the City Council.  The City Council
decided to take no action on the agreement for at least ninety
days citing the current economic climate.  The agreement would
have provided sufficient proceeds for the Company to pay off its
existing mortgage and line of credit in full, as well as to
provide increased working capital.

The Company has taken aggressive steps during the last 12 months
to reduce its overhead and to improve its manufacturing margins.
These efforts have significantly improved the Company's liquidity.
However, the current economic crisis has negatively affected the
Company through its impact on the Company's customers and vendors.

As a result, the Company continues to require additional liquidity
to offset the instability in the financial and credit markets.
The Company's existing $750,000 line of credit with F&M Bank &
Trust Co. matures on March 5, 2009.  The Company believes that it
needs additional borrowing capacity, beyond the availability under
its currently existing credit line, to meet its working capital
needs.  Accordingly, the Company has been exploring various
potential financing options including additional equity
investments, bridge loans, sales of assets, re-mortgaging of
assets and lines of credit.

American Locker said the process of obtaining additional financing
has been exacerbated by the ongoing credit crisis, the Company's
historical operating losses and the uncertainty created by the
City of Grapevine's announced intention to condemn the Company's
headquarters and primary manufacturing facility.

Unless the Company is able to enter into an acceptable extension
or forbearance agreement with the Bank and obtain additional
financing, the Company might be forced to restructure its debts
under the protection of Chapter 11 of the U.S. Bankruptcy Code.
American Locker's underlying business remains viable and if the
Company files for Chapter 11 it will continue to operate its
business during the restructuring without interruption to its
customers.

The Company has implemented a series of aggressive cost cutting
actions designed to put the Company's operations on a firm footing
in this challenging economic environment.  In January 2009, the
Company eliminated approximately 50 permanent and temporary
positions and implemented an across the board 10% reduction in
wages that will result in approximately $1,400,000 in annual labor
savings. Significant decreases in Aluminum and Steel prices have
allowed the Company to improve its gross margins. Other cost
reduction actions include the re-design of the Horizontal 4c
mailbox to reduce manufacturing costs, implementing lean
manufacturing processes, negotiating lower LTL freight costs, and
in sourcing the manufacturing of non-postal lockers.

American Locker had $11.2 million in total assets and $5.3 million
in total liabilities as of September 30, 2008.

                       About American Locker

Grapevine, Texas-based, American Locker Group Incorporated
(Pink Sheets: ALGI) -- http://www.americanlocker.com,
http://www.canadianlocker.comand
http://www.securitymanufacturing.com-- supplies secure storage
lockers under the American Locker Security Systems and Canadian
Locker brands.  American Locker's systems range from coin-operated
lockers to RFID and electronic-controlled distribution systems to
employee and personal lockers.  American Locker is known for its
iconic orange keys and is viewed as the industry standard for
secure storage.  Its Security Manufacturing Corporation subsidiary
is a leading provider of commercial mailboxes through a national
distribution network.  Security Manufacturing offers a complete
line of U.S. Postal Service approved mailboxes including
horizontal and vertical apartment mailboxes, plus private mail
delivery solutions for private industry and colleges and
universities.


AMERICAN REPROHRAPHICS: S&P Puts 'BB' Rating on Negative Watch
--------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB' corporate credit
rating for Walnut Creek, California-based American Reprographics
Co. LLC, as well as its issue-level ratings for the company, on
CreditWatch with negative implications.

"The CreditWatch listing reflects our concerns around the current
operating environment, the severity of revenue declines in the
fourth quarter of 2008, and management's outlook for 2009," said
Standard & Poor's credit analyst Liz Fairbanks.

In December, S&P published its expectation that revenue could
decline by 15% in 2009 and by 10% in 2010; therefore, S&P expected
EBITDA to decline in the high-20% area in both years at that time.
S&P is now concerned that revenue and EBITDA declines in 2009 will
exceed these levels.  On its earnings call Monday evening, the
company suggested that its current earnings per share and cash
flow guidance would translate into 2009 revenues in the range of
$540 million to $580 million, which represents a year-over-year
decline of 17% to 23%.

At the current implied range of revenue decline, S&P is concerned
that EBITDA could fall by more than 35% in 2009 due to the
company's relatively fixed cost structure, resulting in a
potential covenant violation.  The company must comply with
certain financial maintenance covenants, including a 3.0x total
leverage ratio and a 2.5x interest coverage ratio.  S&P estimate
that the bank's measures of leverage and coverage were 2.1x and
3.3x, respectively, for the 12 months ended December 2008, which
represents a current EBITDA cushion of about 30%.  Given the
company's relatively low leverage, S&P expects that lenders would
be amenable to a covenant waiver or to amending covenant levels
in the event of a potential violation, in exchange for increased
pricing.  An increase in the company's interest burden at a time
of lower profitability could result in meaningfully weakened cash
flow generation.

In resolving the CreditWatch listing, S&P will assess the impact
of the current operating environment on American Reprographics
Co.'s credit measures, including its cushion relative to financial
maintenance covenants.


AXESSTEL INC: Board Names Gozia as Member & Hautanen as Chairman
----------------------------------------------------------------
On February 11, 2009, the board of directors of Axesstel, Inc.,
appointed Richard M. Gozia to serve as a member of the Company's
board of directors.  Mr Gozia's appointment filled a current
vacancy on the board.

Mr. Gozia's appointment brings a 39-year career in business and
financial management.  From 2007 until 2008, Mr. Gozia served as
the interim chief executive officer of ForeFront Holdings, Inc.
(Other OTC: FFHN.PK), a public company in the golf accessories
business.  From 2001 until 2004, Mr. Gozia served as the chief
executive officer of Fenix LLC, the holding company for Union
Pacific Corporation's extensive portfolio of technology assets.
From 1996 until 1999 Mr. Gozia held various executive positions
with CellStar Corporation (Nasdaq: CLST), a publicly traded
distributor of cell phones and wireless devices, including
president, chief operating officer and chief financial officer.
From 1994 to 1996 he served as the chief financial officer of
SpectraVision Inc. (AMEX: SVN), a provider of in-room interactive
video entertainment services to the lodging industry.  Prior to
that time, he served the chief financial officer of Harte-Hanks,
Inc. (NYSE: HHS).  Mr. Gozia began his career as an accountant
with Arthur Young & Co.  Mr. Gozia currently serves on the board
of directors of DGSE Companies (AMEX: DGC), a company in the
jewelry and precious metal sales business.  Mr. Gozia holds a
bachelor of science degree in accounting and finance from the
University of Missouri at Columbia.

Mr. Gozia has been appointed to serve as a director until the
Company's 2009 annual meeting of stockholders or until his earlier
resignation or removal.  Mr. Gozia was appointed upon the
recommendation of the board's nominating and governance committee,
which had considered qualification guidelines previously adopted
by the board, as well as the board's current composition and the
Company's operating requirements.  There was no arrangement or
understanding between Mr. Gozia and any other person pursuant to
which Mr. Gozia was selected as a director.

Mr. Gozia was also appointed to serve as the Chair of the
Company's audit committee and as a member of the Compensation
Committee of the board of directors.  The board has determined
that Mr. Gozia qualifies as a financial expert, and is an
independent director under applicable SEC and American Stock
Exchange rules.

Mr. Gozia will receive the compensation customarily paid to the
Company's non-employee directors, including $7,500 per calendar
quarter, plus fees for committee and chair participation.

In connection with Mr. Gozia's appointment to the board of
directors, the Company entered into an indemnification agreement
with Mr. Gozia.  The Company has previously entered into similar
agreements with its other directors and officers.  Generally,
these agreements attempt to provide the maximum protection
permitted by law with respect to indemnification.  The
indemnification agreements provide that the Company will maintain
directors' and officers' liability insurance in reasonable amounts
from established insurers, subject to certain limitations.  The
indemnification agreements also provide for partial
indemnification for a portion of expenses incurred by a director
or officer even if he is not entitled to indemnification for the
total amount.  The Company believes these indemnification
agreements are necessary to attract and retain qualified persons
as directors and officers.

At the February 11, 2009 board meeting, the board appointed Osmo
Hautanen to serve as Chairperson.  Mr. Hautanen has served as a
member of the Board of Directors since 2005.  He succeeds Bryan
Min, who resigned effective December 31, 2008.  In addition, the
board appointed Mr. Jai Bhagat to serve as Chair of the Company's
compensation committee.

The company's board committees are:

   * Audit Committee
     -- Richard M. Gozia (Chair)
     -- Jai Bhagat
     -- Osmo Hautanen

   * Compensation Committee
     -- Jai Bhagat (Chair)
     -- Richard M. Gozia
     -- Osmo Hautanen

   * Nominating and Governance Committee
     -- Osmo Hautanen (Chair)
     -- Jai Bhagat
     -- Sueng Taik Yang

Commenting on the appointment of Mr. Gozia, Clark Hickock, CEO of
Axesstel, said, "We are fortunate to have attracted such a highly-
qualified candidate.  Dick's industry, financial, and board
experience will be invaluable to Axesstel as we continue to expand
our sales and customer base in the emerging and developed markets.
Dick possesses a strong leadership track record, having
successfully led CellStar Corporation, a global wireless phone
product distribution company, from under $900 million to over
$2.3 billion in three and one-half years.  We are delighted to
welcome Dick to our board, I am confident his contribution will
benefit Axesstel."

Mr. Gozia stated, "With its expanding range of products and
growing regional based sales teams, Axesstel is well positioned in
the markets its serves.  I am impressed with the progress that
management has made in implementing a turnaround over the past
year, and the improvement in the company's operating results and
financial position.  I am excited to join Axesstel's board and
look forward to contributing to its success in many areas."

                       About Axesstel Inc.

Headquartered in San Diego, California, Axesstel Inc. (AMEX: AFT)
-- http://www.axesstel.com/-- designs and develops fixed wireless
voice and broadband data products.  Axesstel's product portfolio
includes broadband modems, 3G gateways, voice/data terminals,
fixed wireless desktop phones and public call office phones for
high-speed data and voice calling services.  The company delivers
innovative fixed wireless solutions to leading telecommunications
operators and distributors worldwide.  Axesstel's research and
development center is located in Seoul, South Korea.

At Sept. 30, 2008, the company's balance sheet showed total assets
of US$39.1 million, total liabilities of US$36.1 million and
stockholders' equity of US$3.0 million.

                       Going Concern Doubt

The company experienced losses from operations from 2004 to 2007.
Because of the company's continuing net losses and negative
working capital position, Gumbiner Savett Inc., the company's
independent auditors, in their report on the company's
consolidated financial statements for the year ended Dec. 31,
2007, expressed substantial doubt about the company's ability to
continue as a going concern.


BARRINGTON BROADCASTING: S&P Affirms 'CCC+' Corp.  Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Hoffman Estates, Illinois-based Barrington
Broadcasting LLC, as well all ratings on related entities
Barrington Broadcasting Group LLC and Barrington Broadcasting
Capital Corp.  The corporate credit and issue-level ratings were
removed from CreditWatch, where they were initially placed with
negative implications June 13, 2008.  The rating outlook is
stable.

"The affirmation and CreditWatch removal reflect Barrington's
success in obtaining covenant relief by amending its credit
agreement," noted Standard & Poor's credit analyst Jeanne
Mathewson.  "However, S&P believes that the company will likely
continue to face covenant pressure, as S&P expects ad revenues to
decline sharply in 2009."

The 'CCC+' corporate credit rating reflects:

  -- The U.S.  TV station group's heavy debt burden compared with
     its narrow cash flow base,

  -- Intensifying competition for audiences and advertisers from
     traditional and nontraditional media,

  -- TV advertising's vulnerability to economic downturns and
     election cycles, and

  -- Competition from other major network-affiliated TV stations
     that have parent companies with larger financial resources.

The competitive positions of Barrington's major network-affiliated
TV stations, along with broadcasting's good margin and cash flow
potential, only partially offset these factors.

Revenue and EBITDA in the quarter ended Dec. 31, 2008 were up 10%
and 21%, respectively, largely due to an increase in political
advertising, partially offset by a decline in local and national
advertising.  As a result, lease-adjusted leverage declined to
8.4x for the 12 months ended Dec. 31, 2008, from 9.0x a year
earlier. EBITDA coverage of interest was 1.4x for the 12 months
ended Sept. 30, 2008.  S&P expects that discretionary cash flow
could turn negative, and that interest coverage could become very
thin, in 2009 from an absence of sizable political ad revenue and
increased interest expense as a result of the amendment.


BEARINGPOINT INC: Taps Garden City as Claims and Noticing Agent
---------------------------------------------------------------
BearingPoint, Inc., and its affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to tap
The Garden City Group as claims and noticing agent and as agent of
the Court.  GCG is expected to perform all related tasks to
process the proofs of claim and maintain claims registers,
including, without limitation:

   a. notifying all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first meeting
      of creditors pursuant to section 341(a) of the Bankruptcy
      Code, under the proper provisions of the Bankruptcy Code
      and the Bankruptcy Rules;

   b. assisting with and maintaining an official copy of the
      Debtors' schedules of assets and liabilities and statements
      of financial affairs, listing the Debtors' known creditors
      and the amounts owed thereto;

   c. designing, maintaining, and operating in conjunction with
      the Debtors a Web site, http://www.bearingpointinfo.com/,as
      centralized location where the Debtors will provide
      information about the Debtors' cases, including, at the
      Debtors' discretion, certain orders, decisions, claims, or
      other documents filed in these chapter 11 cases;

   d. maintaining a copy service from which parties may obtain
      copies of relevant documents in these Chapter 11 cases;

   e. notifying all potential creditors of the existence and
      amount of their respective claims as set forth in the
      Schedules;

   f. furnishing a form for the filing of proofs of claim, after
      approval of the notice and form by this Court;

   g. filing with the Clerk, within 10 days of service, a copy of
      the proof of claim notice, a list of persons to whom it was
      mailed, and the date the notice was mailed;

   h. docketing all claims received, maintaining the official
      claims register for the Debtors on behalf of the
      Clerk, and providing the Clerk with certified duplicate
      unofficial Claims Register on a monthly basis, unless
      otherwise directed;

   i. specifying in the Claims Register the following information
      for each claim docketed: (i) the claim number assigned,
      (ii) the date received, (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim, and
      (iv) the classification of the claim;

   j. relocating, by messenger, all of the actual proofs of claim
      filed with the Court, if necessary to GCG, not less than
      weekly;

   k. recording all transfers of claims and providing any notices
      of the transfers required by Bankruptcy Rule 3001;

   l. making changes in the Claims Register pursuant to Court
      Order; and

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

   n. maintaining the official mailing list for each Debtor of
      all entities that have filed a proof of claim, which list
      will be available upon request by a party interest or the
      Clerk;

   o. assisting with, along other things, the solicitation and
      the calculation of votes and the distribution as required
      in furtherance of confirmation of plans of reorganization;

   p. 30 days prior to the close of these cases, submitting an
      order dismissing the Agent and terminating the services of
      the Agent upon completion of its duties and
      responsibilities and upon the closing of these cases; and

   q. at the conclusion of the Chapter 11 cases, boxing and
      transporting all original documents in proper format, as
      specified by the Clerk's Office, to the Federal Records.

Jeffrey S. Stein, vice president of business reorganizations at
GCG, told the Court that the firm will be paid a $50,000 retainer
for all the services rendered and expenses incurred in connection
with the Debtors' chapter 11 cases.  To date, there are no
outstanding amounts owed by the Debtors.

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

                      About BearingPoint Inc.

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

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

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to 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.


BEARINGPOINT INC: Taps E&Y LLP as Auditor, Tax Services Provider
----------------------------------------------------------------
BearingPoint, Inc., and certain of its affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to employ Ernst & Young LLP as their auditor and tax
services provider.

As Auditors, E&Y LLP will complete the audit and report of the
Debtors' (i) financial statements and internal control over
financial reporting, each for the years ended Dec. 31, 2008, and
Dec. 31, 2009, and (ii) the Debtors' 401(k) Plan for the year
ended Dec. 31, 2008.

In addition, E&Y LLP will perform quarterly review procedures on
the Debtors' unaudited quarterly financial statements to be
included in the Debtors' quarterly reports on Form 10-Qs.

As tax advisors, E&Y LLP will continue to assist the Debtors in
developing an understanding of the tax issues and tax strategy
options related to the Debtors' Chapter 11 filing for federal and
state tax purposes, and related statements of work.  The work to
be performed in connection with the Tax Services Agreement and
SOWs includes, among other things, routine on-call advisory
services and certain specific tax analysis.

As Operational Advisors, E&Y LLP will work with the Debtors'
process leaders to assess the automated and manual internal
controls designed to be implemented as part of the Deltek
Costpoint implementation and to provide observation on those areas
where E&Y LLP does not believe appropriate internal automated and
manual controls are planned as part of the future state business
process design.

The Debtors proposes to pay E&Y LLP based on its hourly rates for
the services, which are:

                          Audit         Tax        Operational
                          -----         ---        -----------
Partners, Principals
and Directors          $600 - $987   $675 - $800   $600 - $987

Senior Managers/
Managers               $404 - $694   $600 - $766   $404 - $694

Seniors/Staff          $207 - $425   $150 - $411   $207 - $425

Timothy D. Messick, a partner at E&Y LLP, tells the Court that
prior to the petition date, the Debtors paid the firm $10,143,439,
$3,354,367 of which constituted an advance payment retainer.

Mr. Messick adds that E&Y LLP is holding the advance payment
retainer totaling $3,354,367, which is to be applied in payment of
compensation and reimbursement of expenses incurred in the future.

Mr. Messick assures the Court that E&Y LLP is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About BearingPoint Inc.

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

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

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


BERNARD L. MADOFF: Congressmen Ask IRS for Victims' Tax Relief
--------------------------------------------------------------
U.S. Rep. Gary Ackerman said in a press release that he has sent a
letter to Internal Revenue Service Commissioner Douglas Shulman,
asking him to let Bernard L. Madoff Investment Securities LLC's
victims claim a theft loss on their 2008 taxes, and amend their
tax returns dating back to at least 1995.

Citing Mr. Ackerman, FoxBusiness.com relates that investors would
be eligible for a tax credit for money that Bernard Madoff stole
from them by claiming a theft loss.  It would extend the number of
years for which victims can secure refunds for taxes paid on
phantom profits Mr. Madoff claimed as part of his alleged fraud,
the report says.

FoxBusiness.com states that Bernard L. Madoff Investment investors
currently can only amend tax filings for the past three years.

         Trustee Thinks Bernard Madoff Has Accomplices

Bernard Madoff had told the FBI that the fraud was all his fault
and that he had personally traded for clients, David Glovin, David
Voreacos, and David Scheer at Bloomberg News relates.

Bernard Madoff couldn't have acted alone in his Ponzi scheme,
Bloomberg states, citing court-appointed trustee Irving Picard.
According to the report, Mr. Picard said that there is no trace of
stock trades on the clients' behalf by Bernard L. Madoff
Investment for as much as 13 years.

FoxBusiness.com quoted Mr. Ackerman as saying, "Given this
confirmation that Madoff Securities made no investments with its
clients' money, I believe it would be appropriate for the Internal
Revenue Service to immediately issue guidance and allow Madoff's
victims to both claim theft loss on their 2008 tax returns and
amend their tax returns dating back to at least 1995."

Mr. Madoff was lying to the FBI and he must have had help if he
defrauded thousands of clients as prosecutors claim, Bloomberg
says, citing Bloomberg Association of Certified Fraud Examiners
president James Ratley.  "In order for him to have done this by
himself, he would have had to have been at work night and day, no
vacation and no time off.  He would have had to nurture the Ponzi
scheme daily.  What happened when he was gone? Who handled it when
somebody called in while he was on vacation and said, 'I need
access to money'?" Bloomberg quoted Mr. Ratley as saying.

According to Bloomberg, Columbia University Law School professor
John Coffee said that he expects Mr. Madoff's subordinates to
cooperate with prosecutors in exchange for leniency.  The report
quoted Mr. Coffee as saying, "Someone had to creatively imagine
what to tell all those clients."  Prosecutors may bring charges
against managers of any feeder funds that invested with Mr. Madoff
after getting kickbacks, Bloomberg relates, citing Mr. Coffee.
Mr. Coffee, according to the report, said, "If prosecutors can
show a kickback or any kind of undisclosed payments to feeder
funds, then it will be much simpler for private investors to sue
those feeder funds and it can support indictment under the mail
and wire fraud statutes."

                 Irish Co. Has Link to Madoff

Tim Healy at Independent.ie reports that Optimal Multiadvisors Ltd
trades through a subsidiary, Optimal Strategic US Equity Ltd,
which invested its assets with Bernard L. Madoff Investment
Securities LLC.

Independent.ie relates that Optimal Multiadvisors Ireland plc, an
Irish "feeder fund" which invests its assets in shares in Optimal
Multiadvisors Ltd, is being sued in the Commercial Court by
Spanish company Consulnor Gestion SGIIC SA over an alleged failure
to pay EUR3.24 million due to investors.

                     About Bernard L. Madoff

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

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

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

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


BEVERAGES & MORE!: S&P Puts 'B-' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings,
including the 'B-' corporate credit rating, on Concord,
California-based Beverages & More! Inc. on CreditWatch with
negative implications.

"The rating action reflects the recent weak same-store sales
growth," said Standard & Poor's credit analyst David Kuntz,
"expectations for ongoing challenges in the retail environment
over at least the near term, and regional concentration in areas
where the recession has had a dramatic impact."  He also noted the
deterioration of the company's credit protection profile.


BI-LO LLC: Lack of Closure on Refinancing Cues S&P's Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on BI-LO LLC to 'CCC' from 'B-'.  At the same time,
S&P removed the rating from CreditWatch, where it had been placed
with negative implications on Nov. 18, 2008.  The outlook is
developing.

"This action reflects the company's lack of closure on refinancing
its bank facility," said Standard & Poor's credit analyst Stella
Kapur.  The facility is comprised of a
$260 million term loan and a $100 million asset-based revolver and
is scheduled to mature on March 26, 2009.  "We could lower ratings
further," added Ms. Kapur, "if the company is unable to obtain
either an extension or new bank facility agreement."


BRIGGS RANCH: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on Feb. 17, 2009, the conversion of Briggs Ranch Grand
Vacation Club, L.P.'s Chapter 11 bankruptcy case to a case under
Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Peter C. Anderson, the United Trustee for Region 16, asked the
Court to either dismiss the Debtor's Chapter 11 case or convert it
to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee told the Court that the Debtor had failed to
provide (i) sufficient evidence of current insurance coverage and
(ii) conformed copies of recorded petition in each county in which
real property is owned or leased.  In addition, the U.S. Trustee
said that the Debtor's commercial liability insurance expired on
Oct. 11, 2008.

Failure to comply with the reporting requirements of the United
States Trustee and the Local Bankruptcy Rules is cause to dismiss
a Chapter 11 case or convert it to one under Chapter 7, pursuant
to Sections 1112(b)(1) and (b)(4) of the Bankruptcy Code.

Palm Springs, California-based Briggs Ranch Grand Vacation Club LP
-- http://www.briggsranch.com/-- owns and operates a resort park.
The company filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. C. D. Calif. Case No. 08-23655).  William G. Barrett,
Esq., at McInerney & Dillon, Professional Corporation, represents
the company in its restructuring efforts.  In its schedules, the
Debtor listed total assets of $15,314,088 and total debts of
$6,142,672.


BROOKSTONE COMPANY: Near-Term Liquidity Cues Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Brookstone Company, Inc.'s
ratings, including its corporate family and probability of default
ratings to Caa2 from B3, and the rating on its senior secured
second lien notes to Caa3 from Caa1.  The ratings outlook is
negative.  Also, the company's liquidity rating was lowered to
SGL-4 from SGL-3.

The actions reflect Brookstone's increased probability of default
due to poor near-term liquidity, as the company's operating
performance and cash flow weakened substantially in the fourth
quarter of 2008 as consumers pulled back on discretionary
spending.  Weaker volume led to aggressive product markdowns,
reducing inventories at the expense of profitability.  As a
result, Brookstone ended 2008 with substantially lower cash than
average, and very weak earnings and credit metrics.  Although the
company announced significant cost and cash saving initiatives for
2009, Moody's is concerned that seasonal revolver borrowing will
increase materially over the near term.  Should Brookstone's
excess liquidity (revolver availability plus balance sheet cash)
fall below $20 million, it will be required to comply with a fixed
charge coverage test.  Given the significant fall-off in EBITDA
and Moody's view that economic conditions will remain weak through
2009, compliance with the test could be tenuous, at best.

Brookstone's ratings could be further downgraded over the very
near term if earnings and cash flow continue to trend downward
and/or there is a change in the company's debt structure.

These ratings were downgraded:

  -- Corporate family rating to Caa2 from B3;

  -- Probability of default rating to Caa2 from B3;

  -- Senior secured second lien guaranteed notes due 2012 to Caa3
     (LGD5, 73%) from Caa1 (LGD4, 69%);

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

The ratings outlook is negative.

The last rating action on Brookstone was on December 9, 2008, when
Moody's affirmed the company's B3 corporate family rating and
changed the outlook to negative.

Brookstone Company, Inc., headquartered in Merrimack, New
Hampshire, is a nationwide specialty retailer that operates
approximately 314 stores typically in regional shopping malls and
airports, as well as a direct marketing business that includes its
catalog and website.  Revenue for the year ended January 3, 2009
was about $497 million.  The company is majority owned by OSIM
International Ltd, a global provider of healthy lifestyle
products.


BROWN SHOE: S&P Puts 'BB-' Corporate Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB-' corporate credit rating, on St. Louis-based
Brown Shoe Co. Inc. on CreditWatch with negative implications.

"The rating action reflects our expectation for fourth-quarter
operations to be below our already lowered expectations and
ongoing performance challenges at least over the near term," said
Standard & Poor's credit analyst David Kuntz.  He added that
another factor is further deterioration of credit protection
metrics, which are already below average for the rating category.


CIGNA CORPORATION: Moody's Affirms 'Ba1' Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed CIGNA Corporation's Baa2
senior unsecured debt rating and the A2 insurance financial
strength rating of Connecticut General Life Insurance Company and
Life Insurance Company of North America after reviewing the
company's earnings and capital plans for 2009.  The outlook on
these ratings remains negative.

On November 3, 2008, Moody's affirmed CIGNA's ratings and changed
the outlook to negative from stable.  At that time, the rating
agency stated that the negative outlook recognized CIGNA's
exposure to earnings volatility and potential losses from its
problematic run-off reinsurance segment, as well as the equity
market sensitivity of CIGNA's under-funded defined pension plan,
which was expected to require a significant pension plan
contribution in 2009.

Commenting on the continuing negative outlook, Moody's views these
factors as exerting downward pressure on the ratings: 1) market
volatility is expected to continue to pressure CIGNA's reinsurance
business earnings going forward, 2) as of December 31, 2008
CIGNA's consolidated NAIC risk based capital was approximately
265% of company action level, considerably below CIGNA's internal
target which is approximately 300% of CAL, which will also
somewhat constrain the company's financial flexibility and 3)
while the net after-tax required pension contribution for 2009 is
lower than previously anticipated, the unfunded pension liability
has increased significantly, resulting in a financial leverage
ratio (debt to capital, where debt includes the unfunded pension
liability and operating leases) of approximately 58%, which is
very high for the company's ratings.

However, the rating agency noted that somewhat offsetting these
negatives are: 1) CIGNA's strong business profile and consistent
operating earnings and cash flow generation from its core
businesses, 2) CIGNA's strong liquidity position (no long term
debt due until 2011, good dividend capacity from its subsidiaries,
and a $1.75 billion undrawn credit facility), and 3) a fairly
stable and conservative investment portfolio (net realized losses
of $110 million in 2008).  Moody's also recognizes management's
plan for 2009 to restore subsidiary capital to internal targets
resulting in consolidated RBC of approximately 300% of CAL, and to
reduce the company's financial leverage ratio.

Moody's said that the ratings could be downgraded if: 2009 after-
tax earnings margins decline below 3%, adjusted financial leverage
increases above its current level, the EBIT coverage ratio falls
below 5 times, consolidated RBC falls below 250% of CAL, if there
is a large acquisition that involves significant integration
challenges, or if 2009 reinsurance losses exceed 10% of equity.
However, the rating agency noted that the rating could be affirmed
and the outlook returned to stable if: CIGNA maintains after-tax
earnings margins of at least 3%, restores consolidated RBC at 300%
of CAL, reduces its adjusted financial leverage (debt to capital,
where debt includes the unfunded pension liability and operating
leases) below 45%, and maintains a cash balance of at least $250
million at the parent company.

These ratings were affirmed with a negative outlook:

  * CIGNA Corporation -- senior unsecured debt rating at Baa2;
    prospective senior unsecured debt shelf rating at (P)Baa2;
    prospective subordinated debt shelf rating at (P)Baa3;
    prospective preferred stock shelf rating at (P)Ba1; short-
    term debt rating for commercial paper at Prime-2;

  * Connecticut General Life Insurance Company -- insurance
    financial strength rating at A2;

  * The Life Insurance Company of North America -- insurance
    financial strength rating at A2.

CIGNA Corporation, headquartered in Philadelphia, Pennsylvania,
provides employee benefits, including health care products and
services, and group disability, life and accident insurance
throughout the United States.  It also provides life, accident,
health and expatriate employee benefits insurance coverage in
selected international markets, primarily in Asia and Europe.  For
the full year 2008, the company reported consolidated GAAP
revenues of approximately $19.1 billion, shareholders' equity of
approximately $3.6 billion, and total enrollment of 11.7 million
medical members (excluding Part D membership).

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


CHARLES BLANCHARD: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Charles W. Blanchard
        708 Dumville Road
        Suffolk, VA 23434

Bankruptcy Case No.: 09-70696

Chapter 11 Petition Date: February 24, 2009

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

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: 757-333-4501
                  Email: jliberatore@clrfirm.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/vaeb09-70696.pdf

The petition was signed by Charles W. Blanchard.


CHEMTURA CORP: Posts $1.02 Billion Loss, Seeks Relief from Lenders
------------------------------------------------------------------
Chemtura Corporation on Wednesday reported a net loss of
$737 million for the fourth quarter of 2008 and a net loss on a
managed basis of $35 million for the quarter.

Chemtura posted a net loss of $1.02 billion for year 2008,
compared to $3 million net loss in 2007.

Chemtura had $3.38 billion in total assets and $2.90 billion in
total liabilities as of December 31, 2008.  The Company had
$68 million in cash and cash equivalents and $1.84 billion in
total current liabilities as of December 31.

"The fourth quarter proved to be a very challenging quarter,"
commented Craig A. Rogerson, Chairman, President and CEO.  "Like
many industrial companies, Chemtura saw order volumes decline
sharply in November and December as our customers experienced, or
anticipated, reductions in demand from the industries they serve.
Lower manufacturing output resulting from lower demand and our
efforts to reduce inventories, resulted in much higher
manufacturing variances.  These changes led to an unprecedented
decline in operating profitability and a managed basis operating
loss of $27 million for the quarter.  With the benefit of working
capital reductions, the Company generated cash from operations in
the quarter before proceeds from the sale of accounts receivable.
However, the decline in our net sales and associated earnings
resulted in a reduction in the availability under our senior
credit facility revolver and significant reductions in our
accounts receivable facilities, placing significant stress on our
liquidity."

"As demand and profitability declined, it became necessary to seek
relief from the two financial covenants under our senior credit
facility," Mr. Rogerson continued.  "Our lenders responded quickly
to our needs and we entered into a 90-day amendment and waiver
agreement on December 30, 2008.  The waiver expires on March 30,
2009.  Secondly, the decline in financial performance reduced the
value of accounts receivable that we could sell under our accounts
receivable facilities.  Certain of our lenders have assisted us in
creating a new U.S. accounts receivable facility that we entered
into on January 23, 2009 that restores much of the available
utilization we had under the former U.S. facility.  The providers
of our European accounts receivable facility have continued to
support the Company, but restricted our sales of accounts
receivable.  We are in the process of revising this facility which
will permit its continued operation, but result in a significant
reduction in the value of the European accounts receivable we can
sell."

Mr. Rogerson then commented on the Company's response to these
rapid changes in the business environment, "As previously
disclosed, our first actions have been to reduce cash fixed costs
and tightly manage manufacturing operations.  We are well advanced
in our actions to reduce our professional and administrative
headcount by approximately 20%, reducing Chemtura's breakeven
point.  With the exception of our seasonal Crop Protection and
Consumer Products businesses, we are managing our manufacturing
plants on a "make-to-order" basis.  As a result, we achieved
substantial inventory reductions despite weak demand.  Inventories
declined $109 million or 15% in the quarter.  We continue to
target further reductions, albeit at a slower rate than the fourth
quarter.  Accounts receivable are also being tightly managed.
These actions helped offset the decline in proceeds from our
accounts receivable facilities."

Mr. Rogerson said Chemtura has three areas of focus for the first
half of 2009 which are all interrelated:

   (1) The first is on tightly controlling the costs and cash
       flow of operating businesses.  Mr. Rogerson explained that
       demand remains weak for those product lines exposed to
       sectors of the economy impacted by the recession and
       customers continue to have limited visibility of their
       future requirements. Meanwhile, Crop Protection and
       Consumer Products are preparing for their coming seasons.

   (2) The second is closely managing liquidity.  Mr. Rogerson
       said the continuing support and confidence of customers,
       suppliers and employees is critical to avoid a change in
       circumstances that will drain limited liquidity.

   (3) To remain focused on successfully completing asset sales
       process to generate the liquidity to meet the maturity of
       the 2009 Notes when they come due in July.  The Company's
       $370 million 7% notes are due and payable July 15, 2009.

Chemtura said the asset sale process is progressing with certain
buyers now working to complete their due diligence.  Upon
completion of due diligence, it is expected that buyers will
submit final offers and the Company will be able to determine if a
transaction can be completed and if so, what the net proceeds may
be.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2009,
Bloomberg News had said Chemtura Corp., and industry peers Ineos
Group Holdings, Georgia Gulf Corp. are crashing on a mountain of
takeover debt and may follow Lyondell Chemical Co. into
bankruptcy, based on the trading in their bonds.  As to Ineos,
Georgia Gulf and Chemtura, Bloomberg said the combination of $11.7
billion in debt, frozen credit markets and the global recession
are forcing the companies to negotiate with creditors to loosen
terms of their loans.  A glut in supplies that drove prices of
polypropylene down by half since October will make it even harder
for plastics makers to meet debt payments, just as manufacturers
in the Middle East add millions of tons of new supplies.

The TCR said February 9 that Moody's Investors Service lowered
Chemtura's Corporate Family Rating to B3 from B2, its PDR to Caa1
from B2 and lowered the company's outstanding debt ratings to B3.
The ratings of Chemtura remain under review for possible
downgrade.  Despite the recent signing of $150 million three year
U.S. accounts receivable facility, Moody's remain concerned over
Chemtura's tight liquidity as evidenced by the maturity of the
waiver on the revolving credit facility on March 30, 2009 and
upcoming $370 million debt maturity due in early July 2009.

The TCR said February 17 that Standard & Poor's Ratings Services
revised its ratings on Chemtura's senior unsecured notes following
an update to S&P's recovery analysis which incorporates the
company's $150 million reduction in its revolving credit facility
in January 2009 and following the company's Feb. 4, 2009, press
release regarding the subsidiary guarantee status for each of its
three senior unsecured note issuances.

Standard & Poor's affirmed its 'CCC' (same as the corporate credit
rating) issue-level rating on Chemtura's 6.875% senior notes due
2016.  The recovery rating on this issue was revised to '3' from
'4', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of a payment default.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2009,
Bloomberg News had said Chemtura Corp., and industry peers Ineos
Group Holdings, Georgia Gulf Corp. are crashing on a mountain of
takeover debt and may follow Lyondell Chemical Co. into
bankruptcy, based on the trading in their bonds.  As to Ineos,
Georgia Gulf and Chemtura, Bloomberg said the combination of $11.7
billion in debt, frozen credit markets and the global recession
are forcing the companies to negotiate with creditors to loosen
terms of their loans.  A glut in supplies that drove prices of
polypropylene down by half since October will make it even harder
for plastics makers to meet debt payments, just as manufacturers
in the Middle East add millions of tons of new supplies.

The TCR said February 9 that Moody's Investors Service lowered
Chemtura's Corporate Family Rating to B3 from B2, its PDR to Caa1
from B2 and lowered the company's outstanding debt ratings to B3.
The ratings of Chemtura remain under review for possible
downgrade.  Despite the recent signing of $150 million three year
U.S. accounts receivable facility, Moody's remain concerned over
Chemtura's tight liquidity as evidenced by the maturity of the
waiver on the revolving credit facility on March 30, 2009 and
upcoming $370 million debt maturity due in early July 2009.

The TCR said February 17 that Standard & Poor's Ratings Services
affirmed its 'CCC' (same as the corporate credit rating) issue-
level rating on Chemtura's 6.875% senior notes due 2016.  The
recovery rating on this issue was revised to '3' from '4',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also lowered the issue-level
rating on the 6.875% senior notes due 2026 and the Great Lakes
Chemical Corp. 7% senior notes due 2009 to 'CCC-' (one notch below
the corporate credit rating on the company) from 'CCC'.  The
recovery ratings on these issues were revised to '5' from '4'
indicating S&P's expectation for a modest (10%-30%) recovery in
the event of a payment default.


CIRCUIT CITY: Gets Court OK to Pay Incentives During Wind-Down
--------------------------------------------------------------
Circuit City Stores Inc. received permission Wednesday to pay
executives and other workers incentives to stay with the company
as it winds down operations for what was once the nation's second-
largest consumer electronics retailer, The Chicago Tribune
reported.

According to the report, Judge Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia approved the
Company's request to pay about $4 million that Circuit City said
was needed to dissuade more than 150 employees from leaving the
Company while it winds down its business.

While Circuit City has said that it has no alternative but to
pursue liquidation of its assets, its biggest shareholder
disagrees.  Circuit City's lenders took the "easy road" by
liquidating the Company, giving up a chance at better returns,
said Ricardo Salinas, according to Bloomberg.  "My plan was to
renegotiate the debt with suppliers and banks, delist the company
from the New York Stock Exchange and resume its profitability,"
Salinas said in a Feb. 23 post on his blog. "The bankers decided
in favor of liquidation, taking the easy road, based on a short-
term outlook."

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

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

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

                       Incentive Plan

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

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

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

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

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

                        About Circuit City

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

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

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

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

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


CONSTAR INTERNATIONAL: Receives Court Nod to Pay Critical Vendors
-----------------------------------------------------------------
Constar International Inc. received authorization from the U.S.
Bankruptcy Court for the District of Delaware to pay more than
$25 million in pre-bankruptcy unsecured debt owing to three
suppliers deemed to be "essential vendors," Bloomberg's Bill
Rochelle said.  In return, the suppliers must give credit for new
purchases.

Constar International had asked the Bankruptcy Court to allow it
to pay $25.5 million owed to three major resin suppliers pre-
bankruptcy.  Constar said that payment to these "critical vendors"
is necessary to maintain business with these parties.

The Hon. Peter J. Walsh has already approved the second amended
disclosure statement explaining a second amended Chapter 11 plan
of reorganization dated Feb. 3, 2009, filed by Constar
International and its debtor-affiliates.  Judge Walsh found that
the disclosure statement contains adequate information in
accordance to Section 1125 of the United States Bankruptcy Code.

The Plan provides for the cancellation of existing equity
interests in Constar, full recovery to secured lenders, a "pro
rata" recovery for holders of senior subordinated notes, and 100%
recovery to holders of other general unsecured claims.  The
holders of senior subordinated notes will receive their pro rata
share of the 100% of the new equity to be distributed to the
class.

Judge Walsh set an April 29, 2009 hearing, at 2:00 p.m., at to
consider confirmation of the Debtors' amended plan.  Objections,
if any, are due April 23, 2009.

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


DA LAT INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Da Lat Investments, LP
        950 N Blackstone Ct
        Chandler, AZ 85224
        Tel: (480)668-3669

Bankruptcy Case No.: 09-03097

Chapter 11 Petition Date: February 24, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Scott R. Goldberg, Esq.
                  Schian Walker, P.L.C.
                  3550 N. Central Ave., Suite 1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  Email: ecfdocket@swazlaw.com

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

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

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

          http://bankrupt.com/misc/azb09-03097.pdf

The petition was signed by Marina Winn, manager of the Company.


DAKOTA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dakota, LLC
        445 Highland Ave.
        Boulder, CO 80302

Bankruptcy Case No.: 09-12676

Chapter 11 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Barry Satlow, Esq.
                  Barry Satlow PC
                  1951 Vista Dr.
                  Boulder, CO 80304
                  Tel: (303) 442-3535
                  Fax: (303) 339-0177
                  Email: b.satlow@comcast.net

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

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

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

The petition was signed by Gilbert James Million, member of the
Company.


DAVID CACCHIONE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: David S. Cacchione
        11 Hacienda Drive
        Woodside, CA 94062

Bankruptcy Case No.: 09-30436

Chapter 11 Petition Date: February 23, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Fred S. Hjelmeset, Esq.
                  Vi Tran, Esq.
                  Stephen Benda, Esq.
                  Law Offices of Stephen Benda
                  750 Menlo Ave. #350
                  Menlo Park, CA 94025
                  Tel: (650)323-6600
                  Email: katie@bendalaw.com

Total Assets: $3,420,361.03

Total Debts: $3,112,732.15

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

          http://bankrupt.com/misc/canb09-30436.pdf

The petition was signed by David S. Cacchione.


DSBC INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: DSBC Investments, L.L.C.
        8845 East Pine Valley Drive
        Tucson, AZ 85710

Bankruptcy Case No.: 09-03146

Chapter 11 Petition Date: February 24, 2009

Type of Business: DSBC Investments, L.L.C., is single-asset, real
                  estate debtor.

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

Debtor's Counsel: Sally M. Darcy, Esq.
                  Mcevoy, Daniels & Darcy P.C.
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: 520 326-5938
                  Email: DarcySM@aol.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/azb09-03146.pdf

The petition was signed by Dorothy Casteneda, manager of the
company.


E.W. SCRIPPS: Rock Mountain News Will Run Final Issue Today
-----------------------------------------------------------
Following a sale process that produced no qualified buyers, The
E.W. Scripps Company said The Rocky Mountain News, Colorado's
oldest newspaper, will cease publication after its final edition
on Friday, Feb. 27, 2009.

"Today the Rocky Mountain News, long the leading voice in Denver,
becomes a victim of changing times in our industry and huge
economic challenges," said Rich Boehne, chief executive officer of
Scripps. "The Rocky is one of America's very best examples of what
local news organizations need to be in the future. Unfortunately,
the partnership's business model is locked in the past."

Scripps bought the Rocky Mountain News, which is Colorado's first
newspaper and the state's oldest continuously operated business,
in 1926.  After a decades-long circulation war, the newspaper in
2001 entered into a joint operating agreement with The Denver
Post, which is owned by MediaNews Group.

Mr. Boehne and Mark Contreras, the company's senior vice president
of newspapers, discussed the Rocky's closure with employees at a
newsroom meeting Thursday.  Rocky employees will remain on the
Scripps payroll through April 28, 2009.

Citing mounting financial losses in Denver, Scripps said Dec. 4,
2008, that it intended to seek a buyer for The Rocky Mountain
News, as well as the company's 50-percent interest in the Denver
Newspaper Agency, which publishes the Rocky and The Denver Post
under the JOA.  The DNA, a 50/50 partnership with Denver-based
MediaNews Group, has not made cash distribution payments to either
partner since last summer, leaving Scripps to cover the full cost
of the Rocky Mountain News editorial product. In its year-end
earnings report last week, Scripps disclosed that its losses in
Denver totaled $16 million in 2008.

Following the mid-January deadline for parties to express interest
in negotiating a purchase, only one potential buyer worked with
the company's broker, and that party was unable to present a
viable plan.  Since that date, Scripps has worked with MediaNews
Group, to formulate a plan to unwind the partnership.

Although the newspaper will cease publication after Friday's
edition, Scripps will continue to own and offer for sale the
assets of the Rocky Mountain News, including its name, masthead,
archives and Web site.

Earlier this week, Hearst Corporation that 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.

                 Change at Prairie Mountain Publishing

Scripps also said its 50% interest in Prairie Mountain Publishing,
a three-year-old partnership involving Colorado newspapers
originally owned by Scripps and MediaNews Group, will be
transferred to its partner later this year.

                          About Scripps

The E.W. Scripps Company -- http://www.scripps.com/-- is a
diverse, 130-year-old media enterprise with interests in
television stations, newspapers, local news and information Web
sites, and licensing and syndication.  The company's portfolio of
locally focused media properties includes 10 TV stations (six ABC
affiliates, three NBC affiliates and one independent); daily and
community newspapers in 14 markets and the Washington, D.C.-based
Scripps Media Center, home of the Scripps Howard News Service; and
United Media, the licensor and syndicator of Peanuts, Dilbert and
approximately 150 other features and comics.


EDDIE BAUER: Weak Fourth Quarter Results Cue Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Eddie Bauer, Inc.'s corporate
family rating and probability of default rating to Caa2 from B3.
The rating outlook remains negative.

The downgrade reflects Eddie Bauer's weak fourth quarter results
and the expectation that its operating performance will
significantly decline during 2009 given the very challenging
retail environment.  As a result, Moody's believe that the EBITA
to interest expense metric cited in Moody's August 2008 credit
opinion will remain below the level indicated that could prompt a
downgrade.  In addition, the downgrade reflects Moody's belief
that the company's current capital structure is unsustainable
given its expected 2009 performance levels and revolver expiration
in June 2010.

The expectation for further weakness in operating performance has
prompted the company to approach its bank group seeking covenant
relief under the term loan for the next five quarters.  The
proposed amendment will increase the company's interest expense
significantly placing further pressure on its interest coverage.
In addition, the amendment will only provide temporary liquidity
relief as the company's asset based revolving credit facility
expires in June 2010.

These ratings are downgraded:

  -- Corporate family rating to Caa2 from B3,

  -- Probability of default rating to Caa2 from B3, and

  -- $225 million senior secured term loan to Caa2 (LGD4, 52%)
     from B3 (LGD4, 53%)

The Caa2 corporate family rating primarily reflects Moody's belief
that Eddie Bauer will need to readdress its capital structure over
the next twelve months given the company's weak performance
expectations for 2009 as well as the expiration of its revolving
credit facility in June 2010.  In addition, the rating reflects
Eddie Bauer's very weak credit metrics and the expectation that
credit metrics will weaken further given performance expectations
and the higher interest expense should the proposed amendment be
successful on the term loan facility.  Positive consideration was
given to the company's adequate sources of internal liquidity
including its unrestricted cash, the company's better-than-average
comparable store sales results, its well-recognized brand name,
and its multi-channel distribution.

The negative outlook reflects the risk that Eddie Bauer may not be
successful in achieving its current amendment request as well as
the refinancing risk the company faces given its revolver maturity
in June 2010.

The last rating action on Eddie Bauer was on September 24, 2007
when its corporate family rating was downgraded to B3 from B2 and
the outlook remained negative.

Eddie Bauer, Inc. with headquarters in Bellevue, Washington, is a
multi-channel specialty retailer that sells casual apparel and
accessories.  The company offers its products through its 254
retail and 118 outlet stores in the U.S.  And Canada along with
its catalogs and e-commerce sites.  In addition, the company
participates in a joint venture partnership in Japan and has
licensing agreements across a variety of product categories.
Eddie Bauer, Inc. had revenues of about $1.0 billion for the
lagging twelve month period ended September 27, 2008.


ECLIPSE AVIATION: Won't Oppose Conversion to Chapter 7
------------------------------------------------------
Heather Clark at The Associated Press reports that Eclipse
Aviation said that it won't object a motion filed by senior
noteholders to convert the company's Chapter 11 reorganization
case to Chapter 7 liquidation.

"I'm not aware of anyone who will contest it," The AP quoted
Eclipse Aviation president and general manager Michael McConnell
as saying, when asked whether EclipseJet Aviation International
Inc. or its affiliate, ETIRC Aviation, would contest the motion.

As reported by the Troubled Company Reporter on February 26, 2009,
the noteholders want "effective control" of Eclipse's assets.  The
noteholders' decision to seek for the liquidation of Eclipse
Aviation shows that the company has failed to complete its planned
$188 million sale to EclipseJet Aviation.

The AP relates that EclipseJet Aviation failed to secure financing
for the purchase of Eclipse Aviation.

According to The AP, the Hon. Mary Walrath of the U.S. Bankruptcy
Court for the District of Delaware scheduled a hearing next
Wednesday on the noteholders' motion.

Eclipse Aviation's work force was cut to nine employees on
Wednesday from about 50 workers on Tuesday, The AP says, citing
Mr. McConnell.  According to the report, Mr. McConnell said that
the 50 workers were unpaid.

                     About Eclipse Aviation

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


EL CERRITO: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: El Cerrito Land Partners, LLC
        1450 El Camino Real
        Menlo Park, CA 94025

Bankruptcy Case No.: 09-41370

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

Chapter 11 Petition Date: February 24, 2009

Court: Northern District of California (Oakland)

Judge:  Leslie J. Tchaikovsky

Debtor's Counsel: David J. Lonich, Esq.
                  Law Offices of David J. Lonich
                  153 Hartnell Ave. #100
                  Redding, CA 96002
                  Tel: (530) 226-0100

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
   ------                      ---------------   ------------
Garlock Loan Fund LLC          assignment of 2nd $2,860,000
1450 El Camino Real            deed of trust
Menlo Park, CA 94025

Contra Costa County Tax                          $455,562
Collector
PO Box 631
Martinez, CA 94553-0063

Aliquot Associates Inc.        trade debt        $133,600
1390 S. Main Street, Ste. 310
Walnut Creek, CA 94596

MV&P International Inc.        trade debt        $108,625

Peoples Associates             trade debt        $52,388

PGA Design Inc.                trade debt        $22,195

Belden Consulting Engineers    trade debt        $20,305

Bohm Environmental Solutions   trade debt        $19,321

MCD-RC CA-El Cerrito LLC       trade debt        $18,000

Lumerworks                     trade debt        $13,179

Wilson, Ihrig & Associates     trade debt        $5,000
Inc.

Restoration Design Group       trade debt        $4,882

KC Engineering Company         trade debt        $1,069

American Compliance Services   trade debt        $975

City of El Cerrito             government deal   $515

The petition was signed by William Garlock, president.


ELVIS CRESPO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Elvis Crespo Diaz
        aka Elvis Crespo
        P.O. Box 2198
        Guaynabo, PR 00970
        Tel: (787) 426-2777

Bankruptcy Case No.: 09-01250

Chapter 11 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos-Diaz, Esq.
                  Victor Gratacos-Diaz Legal Office
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772

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/prb09-01250.pdf

The petition was signed by Elvis Crespo Diaz.


ENNSTONE INC: Ennstone Plc's U.S. Unit Files for Chapter 11
-----------------------------------------------------------
Ennstone Inc., a U.S. subsidiary of the United Kingdom-based
Ennstone Plc, filed a Chapter 11 petition before the U.S.
Bankruptcy Court for the Eastern District of Virginia, listing
assets of less than $50 million on debts exceeding $50 million.

Ennstone plc said in a February 25 statement that it has been
informed by the board of directors of its wholly owned U.S.
subsidiary of Ennstone Inc.'s bankruptcy filing.  "As a
consequence, the affairs of Ennstone, Inc. will now be managed in
accordance with the provisions of the Bankruptcy Code," its parent
said.

Although the holding company of the group, Ennstone plc, has
certain contingent liabilities in relation to the business of
Ennstone, Inc., neither the Group's U.K. nor Polish businesses
have any such liabilities or any trading relationship with the
Group's US operations and they continue to operate as normal, the
statement added.

The Group's U.K. businesses, Ennstone Johnston and Ennstone
Thistle, along with its Polish subsidiary Ennstone Sp. z o.o.,
have continued to perform satisfactorily in the difficult trading
environment.  These operations are expected to have sufficient
cash headroom through to the end of March 2009, on the basis of
the on-going support of the U.K. and Polish lenders and finance
lease providers, and the Group continues to work towards an agreed
restructuring with its UK lenders within such timeframe which it
is anticipated will secure the future of the UK and Polish trading
companies.

                         U.S. Asset Disposal

A day before it announced its U.S. unit's Chapter 11 filing,
Ennstone Plc gave these updates:

  * On January 28, 2009, trading in Ennstone shares on the London
    Stock Exchange were suspended pending clarification of the
    Group's financial position.  At the time of the suspension the
    cash position of the Group's wholly-owned US subsidiary,
    Ennstone, Inc. was critical, having suspended payments of
    interest charges and finance lease repayments to its US
    lenders.  At that time discussions with those lenders were on-
    going.  No agreement on a way forward has yet been concluded.

  * On February 21, the Board of Ennstone plc was informed by the
    directors of Ennstone, Inc. that, having taken legal advice,
    Ennstone, Inc. had completed the sale of certain assets of
    Ennstone, Inc. located in Charlottesville and Elkton, Virginia
    to fund immediate cash requirements.  The sale was completed
    contrary to formal, written instruction from Ennstone plc in
    which the directors of Ennstone, Inc. had been reminded that
    significant disposals would require the approval of Ennstone
    shareholders under the Listing Rules.

  * On February 20, Ennstone, Inc. sold the trade and assets of
    its ready mixed concrete businesses located in Charlottesville
    and Elkton, Virginia, to Wilson Ready Mix LLC for $3.1 million
    in cash.  Following the transaction, Ennstone, Inc. will be
    required to repay approximately US$0.95 million of outstanding
    Industrial Revenue Bonds and finance leases over certain of
    the Assets.  At Dec. 31, 2008, the Assets had a net book value
    of US$4.6 million and for the financial year ended Dec. 31,
    2008, generated a loss of US$0.55 million.  Ennstone, Inc. is
    understood to be currently negotiating with its US lenders as
    to how the proceeds of the Transaction, which will be retained
    in the U.S., will be applied.

                        About Ennstone Inc.

Ennstone Inc. is the U.S. unit of U.K. based Ennstone plc.

Ennstone plc is engaged in the production of construction
materials.  The Company, through its subsidiaries, is involved in
quarrying, production and sale of aggregates, and related
activities.  In the United Kingdom, it has three trading
subsidiaries: Ennstone Johnston, which operates throughout the
Midlands and East Anglia with seven quarries, two of which are
sand and gravel units, eight asphalt plants, five concrete plants
and three contracting operations; Ennstone Thistle, which operates
north of the central belt in Scotland with 16 operational
quarries, two sand and gravel units, 11 asphalt plants, 21
concrete plants and four contracting operations, and Ennstone
Concrete Products, which operates from three locations in England,
and has the customer base mainly in the drainage, water utilities,
rail and construction sector. In July 2007, it acquired Keplinger
Lime Co. Inc. In January 2008, it acquired the ready mixed
concrete and surfacing business of TSL Contractors Limited.


ERIE-WESTERN PENNSYLVANIA: Fitch Affirms 'BB+' Rating Port Bonds
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on Erie-Western
Pennsylvania Port Authority's approximately $1.1 million series
1997 revenue bonds.  The Rating Outlook is Stable.

Port bonds are secured by a pledge of port operating revenues
together with income derived from the Commonwealth of Pennsylvania
(the commonwealth) subject to annual appropriation by the state
general assembly.  Fitch does not rate the port's outstanding $2.5
million series 2006 revenue bonds, $213,000 revenue note with
Citizens Bank, or $1 million unsecured line of credit with First
National Bank, which are on parity with the series 1997 revenue
bonds.

The 'BB+' rating is principally supported by the historical grant
support given by the commonwealth and also on the essential nature
of products shipped through the port to the regional construction
industry.  The rating also acknowledges the significant credit
risks, which include the port's historical negative operating
margin, its heavy reliance on local building and road
construction, commercial rental concentration risk, and its
reliance on the state grant to close the shortfall in operating
income, fund debt service and pay for capital projects.  In
Fitch's view, the port retains some flexibility to meet its
financial obligations over the next several years.

Improvement in the port's credit rating or Outlook is not wholly
dependent on the port returning to break-even or positive
operations, net of commonwealth support.  Ongoing state support to
fund debt service and close the gap in operations, combined with
the port's relatively strong fund balances in fiscal 2008, should
offset the expected operating deficits over the medium term while
management develops steps to return its operations to break-even
or more stable financial performance.  The port should also gain
significant financial flexibility in fiscal 2011 and beyond when
the series 1997 bonds are fully paid and debt service drops to
$424,000 from $1.1 million currently.

Rating improvement in the medium term is possible if the port
continues to demonstrate prudent capital project management to
better time project expenses with available revenues, succeeds at
minimizing the operating loss and/or implements programs that
generate additional revenue streams.

The port finished fiscal year 2008 with a $435,190 operating loss
(before depreciation), a decrease from the previous year's
$547,175 operating loss and a substantial decrease from the
$1.1 million loss in 2006.  Operating revenues for fiscal 2008
were comparable to 2007 (0.9% increase), and were coupled with a
decrease in expenses of 3.2% over the same period.  Expenses have
fallen off since peaking in 2006 due to the cost of repairs
related to a mudslide on port property, and are now in line with
pre-2005 levels.  Unrestricted cash balances were $1.3 million as
of fiscal year end 2008, down from $1.5 million in the previous
year.

Overall port operations have run a combined $4.3 million operating
deficit since fiscal year 1999 due to increasing operating
expenses related to new projects.  The largest of these projects
was the Erie Intermodal Center (the center), a 33,500 square-foot
facility which provides a central terminal for the city of Erie's
various transportation systems.  Port management had expected that
the center's rental income would cover operating expenses;
however, the center itself has incurred a combined $450,000
operating deficit since opening in fiscal 2003.  Additional rental
space at the center is limited, thus management's ability to close
the port's overall operating deficit will largely depend on
efforts to control or cut expenses at the center or increase
revenues from other port operations.  The port derives a
significant portion of its income from fixed long-term operating
leases, limiting management's ability to regularly adjust rates
and resulting in revenue growth averaging 2.5% per year since
1999, well below average operating expense growth of 7.6% for the
same period.  As two tenants accounted for roughly 60% of
commercial rental revenues for fiscal 2008, the ability of these
tenants to make lease payments is a concern for operating
revenues.  It is Fitch's understanding that the largest tenant at
the port is seven months behind in lease payments.  Nonetheless,
operating revenues have increased 3% and 1% in 2007 and 2008,
respectively.

The port in recent years has also become increasingly dependent on
its annual state grant, which serves to balance annual operations
but is subject to appropriation risk as the state is not obligated
to fund operations, debt service or capital projects at the port.
This appropriation risk is heightened as the commonwealth faces
budget shortfalls due to the current economic environment,
although the grant has never exceeded
$2.6 million.  The port received:

  -- $1.5 million in funds from 1986 through 1997;
  -- $2 million from 1997 through 2003;
  -- $1.7 million for fiscal 2004 due to slowed economic growth;
  -- Increased grants of $2 million in fiscal 2005;
  -- $2.5 million in fiscal 2006;
  -- $2.6 million in fiscal 2007.

Prior to 1999, the grant was generally allocated to pay principal
and interest on the bonds and to fund capital projects.  Beginning
with the port's operating losses in fiscal 1999, management had to
allocate portions of the grant towards operating costs as well.
The $2.6 million state grant received in fiscal 2008 funded
approximately $1.2 million in debt service, $742,000 in operations
and $743,000 in capital projects.


EURONET WORLDWIDE: S&P Gives Stable Outlook; Retains 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Euronet Worldwide Inc.  To stable from positive.  S&P's
'BB' long-term counterparty credit rating on Euronet remains
unchanged.

"The outlook change reflects our view that current economic
conditions preclude an upgrade in the medium term," said Standard
& Poor's credit analyst Jane Shen.  Euronet's core financial
performance remains adequate for the rating.  All three of the
company's segments have been able to sustain both consistent
growth and adequate earnings in a difficult environment.  S&P
believes, however, that Euronet's broad exposure to economic
dislocation, especially weakness in the banking sectors of less-
developed countries, brings some risk to its growth strategy and
financial profile.

The stable outlook balances the firm's adequate core financial
performance and cash-flow coverage metrics against S&P's
expectation that performance may suffer from global economic
weakness.  S&P could downgrade the company if depressed economic
conditions weaken Euronet's financial profile, resulting in
materially worse debt-service metrics.


FORD MOTOR: Expects 10.5MM to 12.5MM U.S. Industry Sales Volume
---------------------------------------------------------------
Ford Motor Co. said in a filing with U.S. Securities that it
expects industry sales volume to decline in early 2009, before
stabilizing in the first half and beginning to recover later in
the year, culminating in full-year 2009 U.S. industry sales volume
in the range of 10.5 million units to 12.5 million units, and
industry sales volume for the 19 markets we track in Europe in the
range of 12.5 million units to 13.5 million units.

Ford Motor said that there is a risk that industry sales volume
may not stabilize as early in 2009, or begin to improve as soon
thereafter, as its planning assumptions forecast.

In addition to the risk related to industry sales volume, Ford
Motor's plan also could be negatively impacted by pressures
affecting its supply base.  During 2008, Ford Motor's suppliers
experienced increased economic distress due to the sudden and
substantial drop in industry sales volumes that affected all
automobile manufacturers.  Dramatically lower industry sales
volumes have made existing debt obligations and fixed cost levels
difficult for many suppliers to manage, especially with the tight
credit market, raising the possibility of supplier bankruptcy as
evidenced by the recent request by the Motor and Equipment
Manufacturers Association and other supplier industry trade groups
to the U.S. Treasury Department for significant government
assistance.    As a result, it is reasonably possible that Ford
Motor's costs to ensure an uninterrupted supply of materials and
components could be higher than Ford Motor's present planning
assumptions by a material amount.

Ford Motor believes that even a combination of these two
reasonably possible scenarios, as measured by a decline of 20% and
10%, respectively, for the United States and Europe from the
midpoint of the range of the company's current planning
assumptions for 2009 industry sales volume, combined with the
company's assessment of the necessary cost to ensure an
uninterrupted supply of materials and components (absent a
significant industry event in 2009 such as an uncontrolled
bankruptcy of a major competitor or major suppliers in 2009 which
the company believes is remote), would not exceed the company's
present available liquidity.  Ford Motor believes that the risk of
decline in industry sales volume below these levels (i.e., below
9.2 million units in the United States and 11.7 million units in
Europe) is remote.  Ford Motor doesn't believe that these
reasonably possible scenarios cause substantial doubt about its
ability to continue as a going concern for the next year.

With regard to Ford Motor's Financial Services sector, Ford Credit
expects the majority of its funding in 2009 will consist of
eligible issuances pursuant to government-sponsored programs.  It
is reasonably possible that credit markets could continue to
constrain Ford Credit's funding or that Ford Credit will not be
eligible for government-sponsored programs.  In these
circumstances, Ford Credit could mitigate these funding risks by
reducing the amount of finance receivables and operating leases
they purchase or originate.  At Ford Motor's current industry
sales volume assumption, this would not have a material impact on
Ford Motor's going concern analysis.  If industry sales volume
were to decline to reduced levels, the risk of Ford Credit not
being able to support the sale of Ford products would be remote.

Ford Motor has concluded that there is no substantial doubt about
Ford Motor's ability to continue as a going concern, and its
financial statements have been prepared on a going concern basis.

Notwithstanding, as previously disclosed in Ford Motor's business
plan submission to Congress in December 2008, in this environment
a number of scenarios could put severe pressure on the company's
short- and long-term Automotive liquidity, including a worsening
of scenarios.  The company believes that the likelihood of such an
event is remote.  In such a scenario, or in response to other
unanticipated circumstances, the company could take additional
mitigating actions or require additional financing to improve its
liquidity.

                         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: Liquidator Group Wins Auction
-------------------------------------------------
Fortunoff Holdings Inc., commenced its second chapter 11 case to
launch an auction to accept bids to:

    (a) sell, as a going concern, in whole or in part,
        substantially all of its assets, or if such a transaction
        is not possible,

    (b) to wind down the business through an orderly liquidation
        and going out of business sales, to the highest bidder in
        order to maximize the Debtors' estates for the benefit of
        their creditors.

Fortunoff has decided to accept as the winning bid, the offer by a
liquidator group, which includes Great American Group LLC, Hudson
Capital Partners LLC and Tiger Capital Group LLC, to conduct
going-out-of business sales, and return no less than 88.8% of the
inventory.

The group of seven liquidators initially offered an 80% guaranteed
return for the GOB sales, Bloomberg's Bill Rochelle said.

Fortunoff Holdings' predecessor Fortunoff Fine Jewelry filed for
chapter 11 petition on Feb. 4, 2008 in Manhattan to effectuate a
sale to NRDC Equity Partners LLC, a private equity firm that
bought Lord & Taylor from Federated Department Stores.  NRDC
Equity Partners LLC, through the entity now known as Fortunoff
Holdings, offered to pay $110 million, and more importantly keep
the business intact and Fortunoff employees at work.  However,
since the acquisition of the family-owned business of the
Fortunoff family, the retailer incurred net operating losses of
$42.18 million on $260 million of revenues for the nine-month
period ending Nov. 30, 2008.  Accordingly, Fortunoff Holdings
filed for bankruptcy almost exactly a year after Fortunoff Fine
Jewelry filed for bankruptcy.

                     About Fortunoff Holdings

New York-based Fortunoff Holdings LLC -- http://www.fortunoff.com/
-- started out as a family-owned business founded by Max and Clara
Fortunoff in 1922, until it merged with M. Fortunoff of Westbury,
L.L.C. and Source Financing Corporation in 2004.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.

Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,
filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., at
Sidley Austin LLP, represents the Debtors in their restructuring
efforts. The Debtors proposed Zolfo Cooper LLC as their special
financial advisor and The Garden City Group Inc. as their claims
agent. When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.

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


FRONTERRA VILLAGE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Fronterra Village, LLC
        c/o Bryce A. Suzuki, Esq.
        Bryan Cave LLP
        Two N. Central Avenue, Suite 2200
        Phoenix, AZ 85004
        Tel: (602) 364-7000

Bankruptcy Case No.: 09-03099

Type of Business: Fronterra Village, LLC, is single-asset, real
                  estate debtor.

Chapter 11 Petition Date: February 24, 2009

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

Debtor's Counsel: Bryce A. Suzuki, Esq.
                  Bryan Cave LLP
                  Two N. Central Avenue, Suite 2200
                  Phoenix, AZ 85004
                  Tel: (602) 364-7000
                  Fax: 602-364-7070
                  Email: bryce.suzuki@bryancave.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/azb09-03099.pdf

The petition was signed by Joel H. Farkas, manager of the company.


GENERAL MOTORS: Posts $30.9 Billion Net Loss for 2008
-----------------------------------------------------
General Motors Corp. has released its fourth quarter and calendar
year 2008 financial results, which were affected by the dramatic
deterioration in global economic and market conditions during the
year, declining consumer confidence and a 50-year low in per-
capita auto sales in the United States.

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion, or $29.00 per diluted
share.  This compares to an adjusted net loss of $279 million, or
$0.49 per diluted share in 2007.  The 2008 results were driven by
the impact of the U.S. recession and subsequent global contagion.
Including special items, the company reported a loss of
$30.9 billion, or $53.32 per diluted share, compared to a reported
loss of $43.3 billion, or $76.52 per diluted share in 2007, which
included a non-cash special charge of $38.3 billion in the third
quarter related to the valuation allowance against deferred tax
assets.

The results reflect global economic crisis and industry-wide
collapse in vehicle demand.

"2008 was an extremely difficult year for the U.S.  And global
auto markets, especially the second half," GM Chairperson and CEO
Rick Wagoner said.  "These conditions created a very challenging
environment for GM and other automakers, and led us to take
further aggressive and difficult measures to restructure our
business.  We expect these challenging conditions will continue
through 2009, and so we are accelerating our restructuring
actions.  At the same time, we are continuing our commitment to
exciting, fuel-efficient cars and trucks, and the leadership in
advanced propulsion technology."

GM total revenue in 2008 was $149 billion, compared with
$180 billion in 2007.  GM's core automotive business generated
revenue of $148 billion in 2008, down from $178 billion in 2007.
The revenue decline was predominantly due to the precipitous drop
in sales amid record low consumer confidence in the U.S.  And
sharply lower sales across all of GM's operating regions due to
economic turmoil in the global markets.  Global industry sales in
2008 were down 5 percent, or 3.6 million vehicles, versus 2007
levels, and U.S. industry sales fell by 18 percent, or nearly
3 million units.

                                        Fourth Quarter
                               2008       2007*    '08 O/(U) '07
                               ----      -----     -------------
Revenue (bils.):              $30.8       $46.8       $(16.0)
Adjusted automotive earnings
before tax (bils.):           $(4.0)      $(0.8)       $(3.2)
Reported automotive earnings
before tax (bils.):           $(6.4)      $(1.2)       $(5.2)
Adjusted net income (bils.):  $(5.9)      $0.05        $(5.9)
Reported net income (bils.):  $(9.6)      $(1.5)       $(8.1)
Reported earnings per share
(diluted):                   $(15.71)     $(2.70)     $(13.01)
Adjusted operating cash flow
(bils):                       $(5.2)      $(1.3)       $(3.9)

* 2007 figures reflect continuing operations

In the fourth quarter 2008, GM posted an adjusted net loss of $5.9
billion or $9.65 per diluted share, compared to adjusted net
income of $46 million, or $0.08 per diluted share in the year-ago
period.  Including special items, the company reported a net loss
of $9.6 billion, or $15.71 per diluted share in the fourth quarter
2008, compared to a net loss of $1.5 billion, or $2.70 per diluted
share in the year-ago period.

The fourth quarter 2008 results reflect special items totaling
$3.7 billion.  Special charges include:

     -- $1.1 billion impairment charge primarily relating to
        actions being taken regarding the Hummer and Saab brands;

     -- $1.0 billion charge relating to adjustments to the value
        of deferred tax assets in various countries outside of
        the U.S.;

     -- $900 million of restructuring and capacity-related costs;

     -- $660 million increase to the Delphi reserve relating to
        the valuation of future pension obligations;

     -- $610 million of gross goodwill impairments in Europe and
        North America; and

     -- $533 million net gain relating to GM's portion of the
        GMAC bond exchange gain, net of an impairment taken on
        GM's holdings in GMAC.

Effective Oct. 1, 2008, GM discontinued the use of hedge
accounting treatment, on a prospective basis, to comply with SFAS
133.  This resulted in a positive net effect on fourth quarter
earnings of $436 million.

In accordance with SFAS 157, GM incorporates its credit risk when
measuring the fair value of its derivative liabilities.  As a
result of GM's increasing credit risk, the fair value of its
derivative liabilities declined in the fourth quarter, resulting
in a net gain of $1.4 billion.

GM reported revenue of $30.8 billion in the fourth quarter 2008,
down from $46.8 billion in the fourth quarter 2007.  Revenue from
automotive operations totaled $30.6 billion in the quarter,
compared to $46.5 billion from the prior year, largely driven by
the sharp decline in global industry volume.

GM reports its automotive operations and regional results on a
pre-tax basis, with taxes reported on a total corporate basis.

GM Automotive Operations

GM's global automotive operations posted an adjusted loss before
tax of $10.4 billion in 2008 (reported loss of $16.3 billion),
compared to adjusted income before tax of $553 million in 2007
(reported loss of $1.9 billion).  In the fourth quarter 2008, GM's
automotive operations had an adjusted loss before tax of $4.0
billion (reported loss of $6.4 billion), compared to an adjusted
loss before tax of $803 million in the year-ago quarter (reported
loss of $1.2 billion).

GM 2008 worldwide sales were 8.35 million vehicles, down 11
percent, or 1.01 million vehicles, driven by the industry-wide
contraction in global vehicle sales.  In 2008, 5.38 million
vehicles, or 64 percent of GM's global sales, were outside of the
U.S., up from 59 percent a year ago.  GM's Asia Pacific (GMAP) and
Latin America, Africa and Middle East (GMLAAM) regions each grew
sales volume by nearly 3 percent, and more than 2 million vehicles
were sold in Europe for the third consecutive year.  Despite
softer industry sales, GM continues to lead in emerging markets,
posting market share growth in 14 of 26 of the emerging markets.

                          GMNA
                      Fourth Quarter

                              2008        2007     '08 O/(U) '07
                              ----        ----     ------------
Revenue (bils.)              $19.3       $28.1         $(8.8)
Adjusted earnings before
tax (bils.)                 $(2.1)      $(1.1)        $(1.0)
Reported earnings before
tax (bils.)                 $(3.5)      $(1.3)        $(2.2)
GM market share               21.0%       22.7%     (1.7)p.p.

GM North America (GMNA) posted an adjusted loss before tax of $2.1
billion in the fourth quarter 2008 (reported loss of
$3.5 billion), compared to an adjusted loss before tax of
$1.1 billion in the fourth quarter 2007 (reported loss of
$1.3 billion).  These results were impacted by significant
declines in U.S. industry volume, leased vehicle residual
adjustments, increased incentives and unfavorable product mix,
partially offset by favorable cost performance, SFAS 157
adjustments and foreign exchange.  For 2008, GMNA posted an
adjusted loss before tax of $9.4 billion (reported loss of
$14.1 billion), compared to an adjusted loss before tax of
$1.5 billion in the year-ago period, excluding special items
(reported loss of $3.3 billion).

As a result of GM's ongoing restructuring initiatives to adapt to
current economic conditions, significant actions have been taken
to reduce its structural cost.  In North America, GM reduced
structural cost from $33.8 billion to $30.8 billion, or
$3.0 billion, during 2008.

                             GME
                        Fourth Quarter

                                2008        2007   '08 O/(U) '07
                                ----        ----   -------------
Revenue (bils.)                 $6.4       $10.7       $(4.3)
Adjusted earnings before
tax (mils.)                 $(956)      $(215)      $(741)
Reported earnings before
tax (mils.)               $(1,890)      $(445)    $(1,445)
GM market share                  9.1%        9.2%   (0.1)p.p.

For the fourth quarter 2008, GM Europe (GME) posted an adjusted
loss before tax of $956 million (reported loss of $1.9 billion)
versus an adjusted loss before tax of $215 million in the year-ago
period (reported loss of $445 million).  The decline in fourth
quarter earnings was largely attributable to the lower industry
volume across the region, unfavorable model mix and unfavorable
foreign exchange and commodity hedging, partially offset by strong
cost performance.  For 2008, GME posted an adjusted loss before
tax of $1.6 billion (reported loss of
$2.8 billion), compared to adjusted income before tax of
$55 million in the year-ago period, excluding special items
(reported loss of $524 million).

                           GMLAAM
                       Fourth Quarter

                                2008       2007     '08 O/(U) '07
                                ----       ----     -------------
Revenue (bils.)                 $4.7       $6.0         $(1.3)
Adjusted earnings before
tax (mils.)                 $(154)      $424         $(578)
Reported earnings before
tax (mils.)                 $(181)      $424         $(605)
GM market share                 16.2%      17.3%     (1.1)p.p.

In the fourth quarter, GMLAAM posted an adjusted loss before tax
of $154 million (reported loss of $181 million), down from
adjusted income of $424 million in the fourth quarter of 2007
(reported income of $424 million).  Fourth quarter results were
impacted by lower industry volume in Brazil, Venezuela and other
key markets, and unfavorable foreign exchange, offset by favorable
model mix and pricing.  For the year, GMLAAM posted adjusted
earnings before tax of $1.3 billion (reported income of $1.3
billion), which was comparable to 2007 adjusted earnings of $1.3
billion (reported income of $1.3 billion).  Despite a slowdown in
the fourth quarter, GMLAAM achieved record revenue of $20.3
billion and sales volume of almost 1.3 million vehicles for the
calendar year.

                             GMAP
                        Fourth Quarter

                                2008       2007     '08 O/(U) '07
                                ----       ----     -------------
Revenue (bils.)                 $2.6       $5.3         $(2.7)
Adjusted earnings before
tax (mils.)                 $(879)       $72         $(951)
Reported earnings before
tax (mils.)                 $(917)       $72         $(989)
GM market share                 7.2%       7.3%    (0.1) p.p.

GMAP posted an adjusted loss before tax of $879 million for the
fourth quarter (reported loss of $917 million), compared to
adjusted income of $72 million in the year-ago period (reported
income of $72 million).  GMAP fourth quarter earnings were
impacted by lower industry volume, unfavorable pricing,
unfavorable foreign exchange and commodity hedging, partially
offset by favorable model and mix and continued favorable cost
performance.  For the year, GMAP posted an adjusted loss before
tax of $664 million (reported loss of $800 million) compared to
adjusted income of $744 million (reported income of $681 million)
for 2007.

GMAC

In the fourth quarter, GMAC Financial Services (GMAC) reported net
income of $7.5 billion, driven largely by the company's December
bond exchange, compared to a net loss of $724 million in the
fourth quarter of 2007.  Excluding the $11.4 billion gain on its
bond exchange, GMAC's results in the fourth quarter reflected a
net loss of $4.0 billion, driven primarily by losses in North
America automotive finance and continued losses at Residential
Capital, LLC (ResCap).  GMAC reported net income of $1.9 billion
in 2008, compared with a net loss of $2.3 billion in 2007.
GM realized an adjusted loss of $4.7 billion attributable to GMAC,
as a result of its 49 percent equity interest for the year, and an
adjusted loss of $1.9 billion for the fourth quarter.  This
excludes a fourth quarter net gain of $533 million related to
GM's portion of GMAC's bond exchange gain that was largely offset
by an impairment of GM's investment in GMAC.

Cash and Liquidity

Cash, marketable securities and readily available assets of the
Voluntary Employees Beneficiary Association (VEBA) trust totaled
$14.0 billion as of Dec. 31, 2008, down from $27.3 billion on
Dec. 31, 2007.  GM had adjusted automotive operating cash flow of
negative $5.2 billion in the fourth quarter, and ended the 2008
calendar year with adjusted automotive operating cash flow of
negative $19.2 billion, largely due to lower volume across GM's
global operations and negative working capital.

On Dec. 31, 2008, GM entered into a loan agreement with the U.S.
Department of Treasury (UST) for funding of $13.4 billion, payable
in three tranches.  The initial installment of
$4.0 billion was provided to GM on Dec. 31, 2008, followed by
subsequent installments of $5.4 billion and $4.0 billion on
Jan. 21, 2009 and Feb. 17, 2009, respectively.

In accordance with the terms of the loan, GM submitted to the UST
on Feb. 17, 2009 a comprehensive global restructuring plan that
demonstrates GM's long-term viability.  GM is working with its key
stakeholders as the company implements the actions outlined in the
plan, to create a revitalized, more cost competitive company,
dedicated to developing world-class vehicles and leading advanced
propulsion technologies.

As a result of year-end measurements of GM's net pension
obligations, it was determined that the U.S. hourly and salaried
qualified pension plans are currently underfunded, on a combined
basis, by approximately $12.4 billion.  Several factors
contributed to the underfunded status, including service and
interest costs; lower asset returns; lower discount rates; changes
in actuarial assumptions; various hourly initiatives including the
UAW special attrition program, VEBA agreement, Delphi pension
transfer and IUE contract; and salaried initiatives including the
pension benefit changes relating to the elimination of post-65
retiree healthcare and the salaried retirement program.  While no
additional pension contributions are anticipated over the next
three years, the funded status of the pension plan is subject to a
number of variables.  GM will continue to analyze its pension
funding strategies going forward.
GM intends to take advantage of the extension of the time required
to file its 2008 10-K, which the SEC rules allow by filing Form
12b-25.  This provides GM with up to 15 additional days in which
to file its 2008 10-K, without being considered "late" by the SEC.
The company believes this is a prudent step to take at this
critical time as it allows more time for thorough review of the
extensive financial and other disclosures regarding the events
that occurred at year-end 2008 and during early 2009.
Additionally, as a result of the bond exchange, GM's 2008 10-K
will contain information regarding executive compensation, which
would not normally be disclosed until the proxy statement is
issued for GM's annual stockholder meeting.

GM Expects "Going Concern" Opinion From Auditors

Finally, GM anticipates receiving a "going concern" opinion from
its auditors in the 2008 10-K.  GM and its auditors must determine
whether there is substantial doubt about GM's ability to continue
as a going concern.  GM's Viability Plan filed with the UST on
Feb. 17, 2009, included a request for additional funding from the
UST, as well as support from other governments outside of the U.S.
GM requires this funding in 2009 to continue operations until
global automotive sales recover and its restructuring actions
generate benefits, resulting in the company being able to fund its
own operating requirements.

GM's latest earnings report "reinforces for us the notion that GM
will need multibillion-dollar government assistance to continue as
a going concern," Sharon Terlep, John D. Stoll and Neil King Jr.
At The Wall Street Journal quoted Standard & Poor's equity analyst
Efraim Levy as saying.

                           *     *     *

Negotiations between General Motors and its bondholders are
progressing, with major investors signaling that they are now
willing to accept less money than originally sought in exchange
for forgiving billions in unsecured notes -- but only if the
federal government guarantees the new debt, The Detroit News said.

GM has said it might be force to file for bankruptcy absent
additional loans from the U.S. government.  A General Motors Corp.
bankruptcy might yield a $1.2 billion "bonanza" for bankers,
accountants and lawyers, surpassing record fees being made by
advisers on the collapse of Lehman Brothers Holdings Inc.,
Bloomberg said.

GM CEO Rick Wagoner will be in Washington to meet with President
Barack Obama's auto committee after reporting an annual operating
loss.  Before GM filed its annual results, 10 analysts surveyed by
Bloomberg estimated the operating loss to be at $26.83 a share and
a quarterly shortfall of $7.85.

                       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: Expects "Going Concern" Opinion From Auditors
-------------------------------------------------------------
General Motors Corp expects receiving a "going concern" opinion
from its auditors in the 2008 10-K.  "GM and its auditors must
determine whether there is substantial doubt about GM's ability to
continue as a going concern," the automaker said.

GM made the disclosure in its press release announcing its full
year 2008 results.  GM has not yet filed its annual report on form
10-K with the Securities and Exchange Commission.

The Viability Plan that GM submitted to the government on
February 17, 2009, included a request for additional funding from
the government, as well as support from other governments outside
of the U.S.  GM requires this funding in 2009 to continue
operations until global automotive sales recover and its
restructuring actions generate benefits, resulting in the company
being able to fund its own operating requirements.

GM's latest earnings report "reinforces for us the notion that GM
will need multibillion-dollar government assistance to continue as
a going concern," Sharon Terlep, John D. Stoll and Neil King Jr.
at The Wall Street Journal quoted Standard & Poor's equity analyst
Efraim Levy as saying.

                    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: Major Investors Willing to Accept Less Money
------------------------------------------------------------
Robert Snell and Bryce G. Hoffman at The Detroit News report that
General Motors Corp.'s major investors are saying that they are
willing to accept less money than originally sought in exchange
for forgiving billions in unsecured notes if the federal
government guarantees the new debt.

As reported by the Troubled Company Reporter on February 19, 2009,
GM is in talks with bondholders to reduce its $27 billion in
unsecured debt through a debt-for-equity swap, as required by the
terms of the bailout loans the government granted to GM.  If the
negotiation with the bondholders collapse and GM fails to get the
debt exchange started by March 31, the earlier funding from the
government would be at risk under the loan terms.  GM has received
$13.4 billion in federal loans.

The Detroit News relates that GM must cut its $27 billion in
unsecured public debt by two-thirds and must convince bondholders
to trade in their existing bonds at about 30 cents on the dollar.

According to The Detroit News, the bondholders had demanded for
about 50 cents on the dollar.  Citing people familiar with the
matter, the report says that the bondholders are now prepared to
accept 40 cents on the dollar, or even 30 cents, with government
backing, which would have to be approved by Congress.

The Detroit News states that many members of the Congress are
expected to oppose any plan that has the government guaranteeing
GM's bonds.

           GM Tells Saturn Dealers to Wait 60 Days

Automotive News relates that GM is asking Saturn dealers to not
take any course of action for the next 60 days while the company's
executives, a task force of Saturn dealers -- the entity that
holds the franchise agreement with dealers -- and outside
consultants seek to spin-off Saturn Distribution Corp.

According to Automotive News, GM asked the dealers not to close
and not to pursue legal action until a potential spin-off
agreement.

As reported by the Troubled Company Reporter on February 18, 2009,
Dan Januska, the owner of Saturn of Scottsdale, said that Saturn
dealers would spin off from General Motors Corp. into a new firm
that would seek to sell third-party vehicles under the Saturn
brand.  The dealers would work with GM on how to structure the new
entity for the next 60 days, Mr. Januska said.  The dealers have
been worried after GM said it needed to restructure the brand as
part of plans submitted to the federal government in December
2008.

Saturn could file for bankruptcy, Automotive News states.  The
report says that if Saturn goes bankrupt, it would mean
liquidation as GM has announced its end game for Saturn and there
is no guarantee of a future product lineup.  "Saturn's already
pretty much announced the end game.  There isn't much sense going
through a reorganization," the report quoted dealer lawyer Mike
Charapp of Charapp & Weiss as saying.

         GM Abandons Plans to Build New Chevrolet Plant

The Washington Post reports that GM won't construct a factory to
make engines for the Chevrolet Volt.  According to the report, GM
decided to use an existing plant in assembling the engines, which
would be less costly and would save GM about $120 million.

GM, The Washington Post states, said that it would install
machinery for the 1.4-liter, four-cylinder engine in unused space
in the Flint South Engine Plant.  GM said that it will invest
about $250 million in the Flint South plant to make the new
engine, which also will go into the Chevrolet Cruze compact, The
Washington Post relaets.

                    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 Workers Strike as Bailout Talks Continue
-------------------------------------------------------------
Christoph Rauwald at The Wall Street Journal reports that workers
of General Motors Corp.'s German unit Opel has started a strike as
negotiations for a government bailout on the unit continue.

WSJ relates that Germany's Economics Minister Karl-Theodor zu
Guttenberg and leaders of German states will visit Opel plants on
Saturday to discuss possible state aid for the automaker.  The
report says that Opel's board will also be holding a meeting to
discuss possible restructuring models and Opel's future ties to
GM.

GM, as part of the restructuring plan it submitted to the U.S.
government, will cut costs at its European operations by about
$1.2 billion, causing panic among employees at Opel and Swedish GM
unit Saab and local politicians who are now scrambling to find
ways to prevent factory closures and major job losses at GM
Europe, WSJ states.  WSJ says that GM has indicated that it may
sell a stake in Opel.

Possible liquidity guarantees would be the right tool to help
companies like Opel, WSJ relates, citing Germany's Chancellor
Angela Merkel.

                    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.


GOODY'S LLC: May Use Prepetition Secured Lenders' Cash Collateral
-----------------------------------------------------------------
The U.S. Bankrutpcy Court for the District of Delaware granted on
February 5, 2009, Goody's,LLC, et al., permission to continue
using Cash Collateral of all the Prepetition Secured Lenders
through and including March 7, 2009, in accordance with a budget.

Subject to the terms and conditions of this Third Interim Order,
the Debtors shall be entitled to use Cash Collateral of all
Prepetition Junior Lenders from and after the Petition Date
through and including March 7, 2009, provided that any use of Cash
Collateral shall be in accordance with the budget approved by the
Prepetition Junior Agents.

As adequate protection of the interests of the Prepetition Secured
Lenders in the Prepetition Collateral for any diminution in value
caused by the use of Cash Collateral, the subordination of the
Prepetition Liens to the Carve-Out or the imposition of the
automatic stay, the Court ratifies, confirms and approves, as
authorized by the First Interim Order, the grant to the
Prepetition Secured Lenders of valid, continuing and automatically
perfected first priority security interests and replacement liens
(the "Adequate Protection Liens") in and upon all of the Debtors'
properties and assets, whether now owned and existing or hereafter
acquired, and all assets acquired by the Debtors' estates on or
after the Petition Date.

The Adequate Protection Liens shall include causes of action under
Sec. 549 of the Bankruptcy Code, but shall not include other
causes of action under Chapter 5 of the Bankruptcy Code and shall
be subject only to (a) the Carve Out; (b) existing valid,
enforceable, non-avoidable liens that were, as a matter of law,
senior to the liens of the Prepetition Agents and Prepetition
Secured Lenders as of the Petition Date; and (c) the quarterly
fees payable to the United States Trustee and Clerk of Court and
shall otherwise be senior to all other liens, claims, or interests
in or to the Collateral.

As additional adequate protection the Court ratifies, confirms and
and approves, as authorized by the First Interim Order, the grant
of an allowed superpriority administrative expense claim in each
of the cases and any successor cases, which shall be junior only
to the Carve Out.

As additional adequate protection for the Prepetition Senior
Secured Lenders, the Court directs the Debtors to grant adequate
protection payments to the Prepetition Senior Secured Lenders.

As additional adequate protection for the Prepetitin Tranche C
Lenders, upon the occurrence of the Repayment Date, the Debtors
are authorized and directed, subject to any limitations in the
Intercreditor Agreement, to provide adequate protection payments
to the Prepetition Tranche Lenders.

The Final Hearing to consider entry of the Final Order is
scheduled for March 3, 2009, at 3:00 p.m. Eastern Time.

A full-text copy of the Third Interim Order authorizing the
temporary use of cash collateral, dated Feb. 5, 2009, is available
at:

    http://bankrupt.com/misc/Goody'sLLC.ThirdInterimlOrder.pdf

A full-text copy of the cash collateral budget for the 4 weeks
ended March 7, 2009, is available at:

   http://bankrupt.com/misc/Goody'LLC.CashCollateralBudget.pdf

                        About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  Young, Conaway, Stargatt & Taylor, LLP, and Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

The company is owned by Goody's Holdings Inc., a non-debtor
entity.  As of May 31, 2008, the company operated 355 stores in
several states with approximately 9,868 personnel of which 170
employees are covered under a collective bargaining agreement.
The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.
The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between $100 million and
$500 million each.


GOTTSCHALKS INC: Bonus Plans Draw Objection from U.S. Trustee
-------------------------------------------------------------
Gottschalks Inc., is pursuing a sale of substantially all its
assets, and wants to pay bonuses to 32 employees to entice them to
remain with the Company pending the sale.

According to Bloomberg's Bill Rochelle, the chief executive and
the chief operating officer are to receive bonuses of 50% of their
annual salaries if the business is sold as a going concern.  If
the assets are liquidated, the bonus would be 31.5% of a year's
wages.  Thirty other employees will also be part of the bonus
program.

The U.S. Trustee, however, opposes the proposed bonus program.
The U.S. Trustee pointed out that since the CEO and CFO currently
are earning $560,000 and $395,000, their bonuses could total
almost $500,000.  The U.S. Trustee, the report adds, says the
proposal amounts to nothing more than retention bonuses which
Congress has outlawed for companies in bankruptcy.

The Court will convene a hearing on the bonus plans on March 2.

The Court will also hear the proposed bidding procedures for
Gottschalks.  The Debtor has proposed March 12, 2009, as deadline
for interested buyers to submit their offers.  The Debtor wants to
hold the auction on March 17, 2009, at 10:00 a.m., at the offices
of Richards, Layton & Finger, P.A., at One Rodney Square, 920
North King Street in Wilmington, Delaware.  The Debtor requests a
hearing to take place on March 19, 2009, at 2:00 p.m., to consider
approval of the sale.

A full-text copy of the Debtor's sale bidding procedures is
available for free at http://ResearchArchives.com/t/s?398e

A full-text copy of the Debtor's executory contracts is available
for free at http://ResearchArchives.com/t/s?398f

A full-text copy of the Debtor's sale guidelines is available for
free at http://ResearchArchives.com/t/s?3990

                      About Gottschalks Inc.

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


HANOVER INSURANCE: Underwriting Improved, Fitch Keeps Ratings
-------------------------------------------------------------
Fitch Ratings affirms all ratings for The Hanover Insurance Group,
Inc.:

  -- Long-term Issuer Default Rating at 'BBB';
  -- Senior debt rating at 'BBB-'.

At the same time, the 'BB+' rating on AFC Capital Trust I's
outstanding $300 million of trust preferred securities due 2037
has been affirmed.  Fitch has also affirmed the 'A-' Insurer
Financial Strength ratings of THG's property/casualty insurance
subsidiaries.  The Rating Outlook is Stable.

THG's ratings are based on the company's improved underwriting
results; recent favorable reserve development; strong capital and
liquidity position at both the insurance subsidiary and parent
holding company levels; and conservative investment portfolio.  In
addition, Fitch views favorably the recent completion of the sale
of THG's remaining life company, which will allow management to
focus squarely on its core property/casualty operations.

THG's property/casualty subsidiaries had solid underwriting
results in 2008 posting a calendar year combined ratio of 98.7%
which included $170 million of catastrophe losses partially offset
by $154 million of prior year favorable reserve development.
Fitch believes that consistent favorable underwriting performance
relative to similarly rated peers that leads to continued
improvement in capitalization would put positive pressure on THG's
ratings.

Fitch views THG's investment portfolio as high-quality and liquid
with 98% of the portfolio in cash and fixed income securities.
The company's portfolio is dominated by agency mortgage-backed
securities, municipal and corporate bonds, and at year-end 2008
had a weighted average credit rating of 'A+'.  THG's investment
portfolio remains supportive of the company's current ratings
under stress test scenarios where Fitch assumes credit related
losses on the company's fixed income portfolio and asset valuation
losses on the company's very modest equity portfolio.

THG's GAAP shareholders' equity declined by 18% in 2008 to
$1.9 billion due to a change in net unrealized investment losses
of approximately $282 million; a change in pension related
benefits of $83 million; and a net loss from discontinued
operations of $64 million, principally caused by the company's
sale of its remaining life subsidiary, First Allmerica Financial
Life Insurance Company that closed on Jan. 2, 2009.  The reduction
in shareholders equity led to an increase in THG's reported equity
adjusted debt-to-total capital ratio to approximately 18.5%, which
is within guidelines for the current rating.

These ratings have been affirmed:

The Hanover Insurance Group

  -- IDR at 'BBB';
  -- 7.625% senior unsecured notes due 2025 at 'BBB-'.

AFC Capital Trust I

  -- 8.207% trust preferred securities due 2037 at 'BB+'.

This IFS ratings have been affirmed:

The Hanover Insurance Company

Citizens Insurance Company of America

  -- IFS at 'A-'.

The Outlook is Stable.


HARVEY ROBERT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Harvey Robert Rabin
        aka Harvey R. Rabin
        Cheryl Schultz Rabin
        aka Cheryl S. Rabin
        aka Harvey R. Rabin and Cheryl S. Rabin Living Trust
           Dated March 15, 1988
        74 Gaviota
        P.O. Box 1835
        Avalon, CA 90704

Bankruptcy Case No.: 09-14072

Chapter 11 Petition Date: February 24, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  18191 Von Karman Ave Ste 470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: 949-222-2022
                  Email: jbroker@brokerlaw.biz

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/cacb09-14072.pdf

The petition was signed by Harvey Robert Rabin and Cheryl Schultz
Rabin.


HHGREGG INC: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Indianapolis-based hhgregg Inc.  At the
same time, S&P affirmed the 'B+' corporate credit rating on
subsidiary Gregg Appliances Inc.  The outlook on each company is
stable.

"The ratings on Gregg reflect the company's narrow business focus,
extremely difficult industry conditions, and small size relative
to competitors," said Standard & Poor's credit analyst Jerry
Phelan.  He also cited its geographic concentration and leveraged
credit profile as additional factors.


HOMEBANC MORTGAGE: Court Converts Cases to Ch. 7 Liquidation
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the motion of HomeBanc Mortgage Corp., et al., to convert its
Chapter 11 cases to Chapter 7 under of the Bankruptcy Code,
effective Feb. 24, 2009, despite the objections of Fifth Third
Bank that liquidation would jeopardize collection funds to which
the bank says it is entitled.

The Chapter 11 professional retained in the Debtors' Chapter 11
cases shall file final applications for compensation not later
than 4:00 p.m. on March 27, 2009.  A hearing on such timely filed
final applications shall be held before the Court at 11:00 a.m. on
May 13, 2009.

In their motion, the Debtors told the Court that while their Plan
and Disclosure Statement have been filed, the hearing to approve
the Disclosure Statement has been continued several times in order
to resolve matters impacting whether the Plan is feasible.
Accordingly, the Debtors have not begun solicitng acceptances of
the Plan.

The Debtors also informed the Court that during the approximately
sixteen (16) months that they have been in Chapter 11, they have
conducted an orderly liquidation of their assets in order to
maximize the value of their assets for the benefit of their
creditors.  The wind-down process, they stated, has been
successful, and that they have sold almost all of their assets.

Furthermore, the Debtors said they have also engaged in
substantial and lengthy discussions with their secured lenders and
with the Official Committee of Unsecured Creditors with regard to
the viability and feasibility of the Plan.  However, the Debtors
subsequently reached the conclusion, that, given their current
reqources, a feasible, confirmable Chapter 11 Plan does not appear
to be achievable.

The Debtors related that while the Debtors have available cash on
hand to satisfy all administrative claims, and thus do not believe
these cases are administratively insolvent, their ability to pay
priority unsecured claims in full (which would be necessary to
confirm a Chapter 11 Plan), is uncertain, and will likely remain
so for some time.  In particular, the class action suit involving
the Warn Act assets claims in excess of
$3 million, which, if successful would result in substantial
additional priority unsecured claims against the Debtors' estates.

Further, while the Debtors believe that their secured prepetition
lenders have received sufficient value to render their secured
debt satisfied, the secured lenders continue to assert that they
are entitled to a substantial adequate protection claim, which, if
allowed, would result in even less funds being available to
satisfy the claims of priority unsecured creditors.  Despite best
efforts, the parties have been unable to reach a resolution of
such issues.

Because the Debtors will have liquidated or disposed of virtually
all of their non-cash assets, and have no ongoing business
operations, there is no reasonable likelihood of its
rehabilitation.  Moreover, given the above issues, the Debtors are
unable to effectuate a feasible plan of reorganization at the
current time and believe that the nterests of their estates would
be best served by converting these cases to Chapter 7 cases.

As reported in the Troubled Company Reporter on May 7, 2008, the
Debtors filed with the Court their Joint Consolidated Liquidating
Chapter 11 Plan and accompanying disclosure statement, dated April
30, 2008.

The Debtors related that after paying secured claimants and all
costs associated with the administration of their Chapter 11
cases, they expect to have funds to return 1 cents to 10 cents
on the dollars to unsecured creditors holding $223,500,000 in
claims.  The Debtors, however, won't make distributions to
holders of equity interests.

Holders of unsecured claims and holders of Prepetition Agent
(JPMorgan) Claims are entitled to vote on the Plan.  Equity
holders are deemed to reject the Plan, while the remaining
creditors are deemed to accept the Plan on account of the full
recovery on their claims.

As previously reported, the Wind-Down Stipulation, between the
Debtors, the Committee and JPMorgan, which was approved by the
Court January 3, 2008, set the mechanism and budget to be employed
by the Debtors to complete the liquidation of their estates.  The
Wind-Down Stipulation also provided that JPMorgan, on behalf of
the Prepetition Lenders and Prepetition Purchasers, will receive
(i) repayment of cash collateral of approximately $4,850,000, (ii)
an adequate protection claim of $1,500,000, and (iii) allocation
of proceeds from certain litigation claims.

The Debtors estimate that at least $5,000,000 will be available
for distribution to various creditors.  Under the Plan, a
liquidating a liquidating agent will be appointed to, among other
things, (i) make distributions to holders of allowed claims, (ii)
continue to pursue and commence various causes of action post-
confirmation, and (iii) prosecute any necessary objections to
administrative, priority or secured claims that are filed.

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

              http://ResearchArchives.com/t/s?2b85

A full-text copy of the Disclosure Statement is available for
free at: http://ResearchArchives.com/t/s?2b86

A copy of the Wind Down Budget is available for free at:

              http://ResearchArchives.com/t/s?2b87

                       About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del.  Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  As reported in the Troubled Company Reporter, at
July 31, 2008, HomeBanc Mortgage Corporation and subsidiaries had
total assets of $16,850,000, total liabilities of $182,525,000,
minority interest of $64,000, and stockholders deficit of
$165,739,000.


IRVINE SENSORS: Dec. 28 Balance Sheet Upside Down by $10.1 Million
------------------------------------------------------------------
Irvine Sensors Corporation Chief Financial Officer John J. Stuart,
Jr., disclosed in a regulatory filing dated February 17, 2009,
that the Company generated net losses in fiscal 2006, fiscal 2007,
fiscal 2008 and the first 13 weeks of fiscal 2009 of approximately
$8.4 million, $22.1 million, $21.6 million and $2.1 million,
respectively.  Approximately $4.1 million, $13.1 million,
$9.8 million and $1.2 million of the net loss in fiscal 2006,
fiscal 2007, fiscal 2008 and the first 13 weeks of fiscal 2009,
respectively, was derived from the recognition of non-cash
expenses.

As of December 28, 2008, the Company also has a working capital
and stockholders' deficit of $10.9 million and $10.1 million,
respectively.  "If the Company is unable to generate additional
liquidity to meet its working capital needs within the second 13
weeks of fiscal 2009, there will be a further material and adverse
effect on the financial condition of the Company," Mr. Stuart
said.

The Company has entered into an agreement in December 2008 to sell
patent assets that is expected to generate cash proceeds of up to
$9.5 million, but there can be no guarantee that this transaction
will close in a timely manner, or at all.

"Management believes that the Company's losses in recent years
have resulted from a combination of insufficient contract research
and development revenue to support the Company's skilled and
diverse technical staff believed to be necessary to support
exploitation of the Company's technologies, amplified by the
effects of discretionary investments to productize a wide variety
of those technologies.  The Company has not yet been successful in
most of these product activities, nor has it been able to raise
sufficient capital to fund the future development of many of these
technologies.  Accordingly, the Company has sharply curtailed the
breadth of its product investments, and instead has focused on the
potential growth of its chip stacking business and various
miniaturized camera products.  In addition, the initial
acquisition of Optex in December 2005 and the ultimate
discontinuation of Optex's operations in October 2008 pursuant to
the Optex Asset Sale contributed to increases in the Company's
consolidated net losses, rather than expected loss reductions,
largely due to inadequate gross margins on Optex's products and
related consequential impacts."

"Management has developed an operating plan to manage costs in
line with estimated total revenues for fiscal 2009, including
contingencies for cost reductions if projected revenues are not
fully realized.  Accordingly, management believes that the
Company's operations, in conjunction with the infusion of
liquidity expected to be realized by the 2008 Patent Sale and
License, if it is consummated, will generate sufficient cash to
meet the Company's continuing obligations for at least the next 12
months.  However, the ultimate outcome of the 2008 Patent Sale and
License is presently unknown and there can be no assurance that
projected cash proceeds from this sale or anticipated revenues
will be realized or that the Company will successfully implement
its plans."


Additionally, largely as a result of the Optex Asset Sale, Mr.
Stuart noted the Company's stockholders' deficit at December 28,
2008 was approximately $10.1 million, substantially below
$2.5 million of stockholders' equity, one of Nasdaq's minimum
continued listing criteria.  At December 28, 2008, the Company
also did not meet either of the other Nasdaq minimum listing
criteria related to market capitalization or historical results.
On January 14, 2009, the Company received written notice from
Nasdaq of this lack of compliance with the continued listing
criteria and further stated that the Company had until January 29,
2009, to provide Nasdaq with a specific plan to achieve and
sustain compliance with the Nasdaq Capital Market listing
requirements, including the time frame for completion of such
plan.  The Company provided such a plan to Nasdaq by this
deadline, which, among other elements, included the potential
effect of the 2008 Patent Sale and License, if it occurs, and
other subsequent events.

The Company's net loss decreased substantially in the 13-week
period ended December 28, 2008 -- $2,114,100 -- compared to the
13-week period ended December 30, 2007 -- $3,713,500.  The
decrease in net loss in the first quarter of fiscal 2009 as
compared to the first quarter of fiscal 2008 was largely
attributable to the decrease in interest expense in the current
year period.  "The decline in interest expense in the first
quarter of fiscal 2009 as compared to the first quarter of fiscal
2008 reflected the approximate $13.5 million reduction in our debt
that resulted from the Optex Asset Sale.  If the 2008 Patent Sale
and License closes, which we cannot guarantee, we expect to
utilize a portion of the proceeds of that transaction to reduce
our debt further, with a corresponding decrease in future interest
costs. Because of the imputed nature of the debt discount and
deferred financing cost amortization, approximately $276,700 of
the current period interest expense is of a non-cash nature, as
opposed to approximately $1.1 million of such non-cash expense in
the prior year first quarter," Mr. Stuart said.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39e4

In a separate regulatory filing, the Company disclosed that on
February 13, 2009, it issued 339,800 shares of common stock to an
accredited investor, one of the Company's service providers, in
consideration of $112,100 owed by the Company to the service
provider for past services rendered.  The Company has determined
that the sale of shares of common stock is exempt from
registration under the Securities Act of 1933 in reliance on
Section 4(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder, as a transaction by an issuer not
involving a public offering.  The service provider has represented
that it is an accredited investor and that it has acquired the
securities for investment purposes only and not with a view to or
for sale in connection with any distribution thereof.


                       About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JEFFERSON COUNTY: Has Until March 18 to Negotiate with Insurers
---------------------------------------------------------------
U.S. District Judge David Proctor gave Jefferson County, Alabama,
and its bond insurers until March 18 to solve the sewer-debt
crisis that pushed the county to the brink of bankruptcy,
Bloomberg News said.  Judge Proctor, according to the report told
Jefferson County and bond insurers, Syncora Guarantee Inc. and
Financial Guaranty Insurance Co., that both sides needed to make
concessions.

The Court scheduled a March 24 hearing on whether to appoint a
receiver for the county sewer system.  Bloomberg's Martin Z. Baun
earlier 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 special masters, according to Bloomberg, said the county
should consider raising sewer rates as much as 25% 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.


JG WENTWORTH: Moody's Downgrades Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded J.G. Wentworth LLC's
corporate family and senior secured bank credit facility ratings
to Ca from Caa1 and left the ratings on review for possible
downgrade.

The rating downgrade reflects the extremely difficult funding
environment JGW is encountering and the resulting pressure on the
company's liquidity position.  JGW has historically relied on
securitization to permanently finance its receivables, but higher
spreads have affected the firm's ability to finance new volumes at
previous levels.  Additionally, JGW currently has little
availability under its warehouse line of credit and there is a
renewed potential for margin calls under the facility once the
current stand-still agreement expires in March.  Given the
environment, JGW's ability to secure alternative funding is also
highly uncertain.

Moody's noted that difficult funding and operating conditions are
also likely to affect JGW's profitability and capital levels,
which could further constrain its financial flexibility.  Moody's
believes that JGW's default potential is elevated as a result of
its currently limited financial resources.  Furthermore, were JGW
were to default, the loss severity for the rated debt could be
very high.

Moody's said that its review for further possible downgrade of
JGW's ratings reflects concerns regarding the company's ability to
establish additional liquidity sources, to restore the long-term
viability of its business model, and to improve the asset coverage
of its rated bank debt.

During its review, Moody's will evaluate the company's progress in
re-establishing its funding flexibility.  Moody's will also
examine JGW's long-term business plan in terms of its profit and
return dynamics.  Moody's will also assess the major shareholder's
ability and willingness to continue to support the JGW.

The last rating action on JGW was on November 26, 2008, when
Moody's downgraded the company's ratings to Caa1 from B2 and kept
the ratings under review.

J.G. Wentworth is located in Bryn Mawr, PA, and reported assets of
approximately $420 million at September 30, 2008.


JOURNAL REGISTER: Seeks to Alter CBAs with Four Unions
------------------------------------------------------
Journal Register Company has 3,465 full-time equivalent employees.
Approximately 18% of the Company's employees are employed under
collective bargaining agreements.

Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP, in
New York, relates that in order to successfully reorganize, JRC
and its affiliates must modify the terms of their CBAs with (a)
Graphic Communications Conference, International Brotherhood of
Teamsters, Local 13N, (b) the Newspaper Drivers and Handlers,
Local No. 372, (c) the Albany-Schenectady-Utica-Poughkeepsie Local
259M of the Graphic Communications International Union and (d) the
Graphic Communications Conference, International Brotherhood of
Teamsters, Local 16-N.

Ms. Strickland tells the U.S. Bankruptcy Court for the Southern
District of New York that JRC hopes to be able to reach with the
Affected Unions an agreement regarding concessions.  However,
absent a consensus, she says, the Debtors "will have no choice but
to seek authority" to reject the CBAS, and shed multiemployer
pension plans that are currently in critical funding status.

JRC asks the Court to enter an order establishing notice
procedures, a briefing schedule and a hearing date regarding their
soon-to-be-filed motion to reject the CBAs.  Specifically, the
Debtors propose this schedule:

  * March 17, 2009:  The Debtors file the 1113 Motions

  * March 26, 2009:  Any opposition to the 1113 Motions be filed
                     and served

  * March 31, 2009:  Any reply to opposition to the 1113 Motions
                     be filed and served

  * April 1, 2009:   Hearing on the Debtors' 1113 Motions

        Pre-Packaged Plan Requires Immediate Changes to CBA

On February 19, the Debtors entered into a plan support agreement
with certain secured lenders.  The lenders agreed to support the
Debtors' plan of reorganization, provided certain conditions are
met.  Among those conditions are deadlines for certain milestones
in the Chapter 11 cases, including the Plan's confirmation.  In
order to adhere to the Plan Support Agreement and expeditiously
conclude these cases, the Debtors must proceed on an expedited
basis with the processes contemplated by Section 1113 of the
Bankruptcy Code for rejection of CBAs, Ms. Strickland asserts.

On February 22, the Debtors provided the Affected Unions with
written proposals pursuant to Section 1113 of the Bankruptcy Code.
The proposals (a) specify the modifications of existing CBAs that
are necessary to accomplish the Debtors' reorganization and (b)
contain relevant information necessary for the Affected Unions to
evaluate the proposals.

If the Debtors fail to reach ratified agreements with the Affected
Unions modifying their CBAs by March 17, 2009, the Debtors will,
on that date, file the 1113 Motion.

                           Critical MEPs

JRC currently contributes to six multiemployer pension plans on
behalf of its union-represented employees:

   (i) $51,450 of 2008 contributions for approximately 19
       fulltime employees to the Retirement Benefit Plan of GCIU
       Detroit Newspaper Union 13N with Detroit Area Newspaper
       Publishers;

  (ii) $209,358 of 2008 contributions for approximately 46 full-
       time employees to the Central States Southeast and
       Southwest Areas Pension Fund;

(iii) $146,679 of 2008 contributions for approximately 99 full-
       time employees to the CWA/ITU Negotiated Pension Plan;

  (iv) $59,000 of 2008 contributions for approximately 50 full-
       time employees to the GCIU Employer Retirement Fund;

   (v) $162,791 of 2008 contributions for approximately 154 full-
       time employees to the Newspaper Guild International Pension
       Fund; and

  (vi) $2,996 of 2008 contributions for 2 full-time employees to
       the Graphic Communications Conference of the International
       Brotherhood of Teamsters Pension Fund.

Four of the Multiemployer Pension Plans -- the GCIU Fund, the
Central States Fund, the GCIU ERF, and the GCC IBT Fund -- have
been certified to be in "critical status" under the PPA, which
means they are less than 65% funded.  Two of these, the GCIU Fund
and the Central States Fund have been in critical status since
January 1, 2008.  There is only one other contributing employer to
the GCIU Fund as of December 31, 2008, and that employer has
recently announced that it is currently negotiating with the union
to withdraw from this fund during 2009.  The GCIU Fund is reported
to be 68% underfunded as of December 31, 2008, which would suggest
a level of underfunding approximating $65 to $70 million. The GCC
IBT Fund was certified to be in critical status as of May 1, 2008.

The GCIU ERF recently announced that it was in critical status on
January 1, 2009.  According to the official website of the Graphic
Communications Conference of the International Brotherhood of
Teamsters, 850 employers participated in the GCIU ERF as of
Dec. 31, 2008.

Information about the funded status of the GCIU ERF, and GCC Fund,
and Central States Fund as of December 31, 2008 is not yet
publicly available.

To emerge from bankruptcy, the Debtors must withdraw from the
Critical MEPs and avoid being saddled with crippling pension
liabilities (the vast majority of which do not relate to their
employees), Ms. Strickland asserts.

                      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 Freres & 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 total assets
and $500 million to $1 billion in total debts.


JOURNAL REGISTER: Taps CDG to Provide Restructuring Mgt. Services
-----------------------------------------------------------------
Journal Register Company and its subsidiaries seek authority from
the United States Bankruptcy Court for the Southern District of
New York to employ Conway, Del Genio, Gries & Co., LLC to provide
restructuring management services and Robert P. Conway as chief
restructuring officer.

The Debtors relate that CDG's services will be provided by a team
of professionals led by Mr. Conway in his capacity as CRO, John
Strek, a managing director, Maura O'Neill, an associate, and David
Olstein, an analyst.

Specifically, Mr. Conway and Mr. Strek have extensive experience
in providing restructuring management and advisory services and
mergers and acquisition services in reorganization proceedings and
have an excellent reputation for the services they have rendered
in chapter 11 cases on behalf of debtors and creditors throughout
the United States.  The engagement will be staffed by other CDG
personnel possessing the requisite skills and experience necessary
to achieve the objectives set forth above in an expeditious and
effective manner.

CDG will:

   a) gather and analyze data, interview appropriate management
      and evaluate the Company's existing financial forecasts and
      budgets to determine the extent of the Company's financial
      challenges;

   b) review the Company's current liquidity forecast and assist
      management in modifying and updating such forecasts based
      upon current information, with a view towards reporting
      observations and any suggested changes to the Company and
      its lenders under the Existing Credit Agreement, dated
      Jan. 25, 2006;

   c) review the Company's current business plan, with a view
      towards reporting observations and any suggested
      enhancements to the Company and its Lenders;

   d) assist the Company in its negotiations with the Company's
      creditors, including the Lenders, including by providing
      periodic verbal or written eports to the Lenders on the
      progress of restructuring efforts;

   e) participate in the Company's board meetings as appropriate,
      and provide periodic status reports;

   f) provide the services described for the CRO in that certain
      Forbearance Agreement and Amendment No. 3 dated as of
      July 24, 2008, between the Company, JPMorgan Chase, N.A.,
      as administrative agent, and the Lenders specified therein;
      and

   g) perform such other services and analyses relating to the
      Company as are or become consistent with the foregoing
      items as the parties hereto mutually agree.

The Debtors propose to compensate CDG by payment of a monthly fee
of $260,000, which will be payable in advance on each monthly
anniversary of the execution date of the Engagement Letter.

Prior to the Petition Date, CDG received approximately $1,705,667
for services rendered.  In addition, CDG received a retainer under
the Engagement Letter in connection with preparing for the filing
of these cases.  The unapplied residual retainer, which is
estimated to total approximately $225,000, will be applied towards
the amount of the initial Monthly Fee under the Engagement Letter
payable on or after the date hereof.

To the best of the Debtors' knowledge, CDG is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      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.


JOURNAL REGISTER: Wants Proofs of Claim Deadline on April 13
------------------------------------------------------------
Journal Register Company and its subsidiaries ask the United
States Bankruptcy Court for the Southern District of New York to:
(i) establish the deadlines for filing proof of certain claims
against the Debtors that arose prior to the commencement of these
cases; and (ii) approve the form and manner of notice of each Bar
Date.

The Debtors request a Bar Date of 4:00 p.m. (prevailing Eastern
Time) on April 13, 2009, for all creditors other than governmental
units.

In addition, the Debtors request that the Court fix the deadline
for the filing of proofs of claim by any governmental unit at
4:00 p.m. (prevailing Eastern Time) on Aug. 4, 2009.

The Debtors further propose that if they amend or supplement their
Schedules subsequent to the entry of the Bar Date Order, the
Debtors will give notice of any amendment or supplement to the
holders of claims affected thereby, and the holders will be
afforded 30 days from the date of the notice to file proofs of
claim with respect to their claims or be barred from doing so.

Proofs of claim may be delivered to:

   a) If Delivered by Mail:

      Journal Register Company
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5082
      New York, NY 10150-5082

   b) If Delivered by Overnight or Hand Delivery:
      Journal Register Company
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

                      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.


JOURNAL REGISTER: Wants Seyfarth Shaw as Special Labor Counsel
--------------------------------------------------------------
Journal Register Company and its subsidiaries ask the United
States Bankruptcy Court for the Southern District of New York to
employ Seyfarth Shaw LLP as special labor counsel.

Seyfarth Shaw will:

   a) advise and assist the Debtors regarding issues relating to
      their collective bargaining agreements, employee benefit
      plans, and retiree benefit plans;


   b) advise and assist the Debtors in collective bargaining
      negotiations with unions, including, but not limited to,
      seeking relief under section 1113 of the Bankruptcy Code
      and other employee and retiree representations in
      connection with labor employment and benefit matters;


   c) function as trial counsel for the Debtors with respect to
      any motions to reject collective bargaining agreements
      prosecuted by the Debtors pursuant to section 1113 of the
      Bankruptcy Code;

   d) advise and assist the Debtors in connection with grievances
      and arbitrations; and


   e) advise and assist the Debtors in such other labor,
      employment and benefit matters as may be requested by the
      Debtors.

The Debtors relates that Seyfarth Shaw and the other professionals
will make every effort to avoid and minimize duplication of
services in these chapter 11 cases.

David Bennet Ross, member of Seyfarth Shaw LLP, tells the Court
that he and Michael J. Rybicki will be leading the team of
professionals working on this case.  The professionals who will be
involved in providing services to the Debtors have current
standard hourly rates ranging between $450 and $760.  Legal
assistants that likely will assist the attorneys who will
represent the Debtors have current standard hourly rates ranging
between $120 and $180.

Mr. Ross assures the Court that Seyfarth Shaw is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Ross can be reached at:

     Seyfarth Shaw LLP
     620 Eighth Avenue, Suite 3200
     New York , NY 10018-1405
     Tel: (212) 218-5500
     Fax: (212) 218-5526

                      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.


JOURNAL REGISTER: Wants Willkie Farr as Bankruptcy Counsel
----------------------------------------------------------
Journal Register Company and its subsidiaries ask the United
States Bankruptcy Court for the Southern District of New York to
employ Willkie Farr & Gallagher LLP as counsel.

WF&G will:

   a) prepare, on behalf of the Debtors, as debtors in
      possession, all necessary petitions, motions, applications,
      answers, orders, reports and papers in connection with the
      administration of these chapter 11 cases;

   b) counsel the Debtors with regard to their rights and
      obligations as debtors in possession;

   c) provide the Debtors with advice, represent the Debtors, and
      prepare all necessary documents on behalf of the Debtors in
      the areas of corporate finance, employee benefits, real
      estate, tax and bankruptcy law, as well as with regard to
      commercial litigation, debt restructuring and asset
      dispositions;

   d) take all necessary actions to protect and preserve each of
      the Debtors' estates during the pendency of these chapter
      11 cases, including the prosecution of actions by the
      Debtors, the defense of actions commenced against the
      Debtors, negotiations concerning all litigation in which
      the Debtors are involved and the objection to claims filed
      against the estates;

   e) provide necessary support to Seyfarth Shaw LLP with respect
      to any litigation prosecuted by the Debtors pursuant to
      section 1113 of the Bankruptcy Code; and

   f) perform all other necessary or requested legal services.

WF&G is prepared to work closely with each professional to ensure
that there is no unnecessary duplication of effort or cost.

Marc Abrams, member of Willkie Farr & Gallagher LLP, tells the
Court that WF&G lawyers that are likely to represent the Debtors
in these cases have current standard hourly rates ranging between
$290 and $995.  The paralegals that likely will assist the lawyers
who will represent the Debtors have current standard hourly rates
ranging between $105 and $260.

Mr. Abrams adds that in the 90 days prior to the Petition Date,
WF&G received retainers and payments totaling $1,992,727,12 in the
aggregate for services performed for the Debtors.

Mr. Abrams assures the Court that WF&G is a "disinterested person
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Abrams can be reached at:

     Willkie Farr & Gallagher LLP
     787 Seventh Avenue
     New York, NY 10019-6099
     Tel: (212) 728-8000
     Fax: (212) 728-8111

                      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).  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.


K-RAM INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: K-Ram, Inc.
        dba K-Ram
        dba K-Ram Roofing & Construction
        dba K-Ram Roofing
        3738 Arno Street NE
        Albuquerque, NM 87107

Bankruptcy Case No.: 09-10708

Type of Business: The Debtor is a roofing and general construction
                  contractor.

Chapter 11 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.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/nmb09-10708.pdf

The petition was signed by Gilbert J. Lovato.


KEY ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Key Enterprises, LTD II
        aka Key Enterprises, LTD. II
        fka Key Enterprises, LTD.
        P.O. Box 707
        Matteson, IL 60443

Bankruptcy Case No.: 09-05797

Chapter 11 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtor's Counsel: Michael I. White, Esq.
                  20 North Clark Street, Suite 1650
                  Chicago, IL 60602-5001
                  Tel: (312) 236-4544
                  Fax: 312 236-0182
                  Email: mwhit1967@aol.com

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

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

The Debtor's Largest Unsecured Creditors:

  Entity                     Nature of Claim  Claim Amount
  ------                     ---------------  ------------
American Express             Credit Card         $400.00
Attn: Legal Dept. Purchases
World Financial Center
200 Vesey Street
New York, NY 10285

Internal Revenue Service     Tax Indebtedness    $7,000.00
Kansas City, MO 64999

Menard's Legal Department    Material Purchases  $2,400.00
4777 Menard Drive
Eau Claire, WI 54703

The petition was signed by James Meredith, president and CEO of
the company.


LANDSOURCE COMMUNITIES: Sells 3 Projects for Almost $56 Million
---------------------------------------------------------------
LandSource Communities Development LLC was authorized by the U.S.
Bankruptcy Court for the District of Delaware to sell three
projects, with the Washington Square property in Los Angeles going
for $45 million, Bloomberg News said.

LandSource previously filed a noticed that it has entered into a
stalking horse agreement with Dulce View (Los Angeles), LLC, for
the sale of the property, commonly known as Washington Square, is
Lot 1 of Tract No. 28031, in Los Angeles, California.  Absent
higher and better bids, LandSource agreed sell Washington Square
to Dulce View for $45,000,000.  Competing bids were required to be
at least 47,500,000, to cover a $1,500,000 break-up fee and
expense reimbursement of up to $200,000 for Dulce View.

According to Bloomberg's Bill Rochelle, two other projects, both
in New Jersey, went for $8 million and $2.91 million. They are
known as Greenbriar Falls I-II and Greenbriar at Cape May.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News; http://bankrupt.com/newsstand/or 215/945-7000).


LUNDIN MINING: Obtains June 5 Waiver of Loan Covenant Default
-------------------------------------------------------------
Lundin Mining Corporation discloses that as at December 31, 2008,
it was not in compliance with the tangible net worth covenant
under its $575 million revolving line of credit facility.  Lundin
notes, however, that this requirement has been temporarily waived
by its banking syndicate.  The Company said it has obtained a
waiver for a period up to June 5, 2009, during which it will work
with the banking syndicate to establish a permanent and
restructured facility.  The intention is to complete this
restructure well before June 5, 2009.

Lundin says the intention is to restructure the revolving credit
facility, in conjunction with whatever other measures are
required, to ensure adequate liquidity in the event that the
present market volatility and depressed demand continue for the
next two years.

Lundin drew down on its credit facility by $86.8 million in the
fourth quarter bringing the total outstanding amount on the
facility to $266.7 million.  Lundin says a site-remediation
guarantee of $10.2 million brings the total committed under the
facility to $276.9 million.

On Thursday, Lundin reported a net loss, before discontinued
operations and impairment charges, of $131.9 million for the
fourth quarter of 2008.  Cash flow of $46.5 million was generated
from operations during the quarter.  Fourth quarter earnings were
affected by after-tax, non-cash impairment charges of $576.0
million, a net loss from discontinued operations of $20.6 million
and negative pricing adjustments relating to prior quarters of
$94.3 million, a result of the sharp fall in metal prices.  The
net loss for the quarter was $728.5 million.

Phil Wright, President and CEO commented, "The magnitude and speed
of the fall in base metal prices since September resulted in a
very difficult fourth quarter. Like all base metals miners, Lundin
has been greatly affected by the low metal price environment.
However, we have taken the necessary measures to re-align our
operations and a clear focus has emerged that is centered on our
three core assets: Neves-Corvo, Zinkgruvan and Tenke.

"Neves-Corvo and Zinkgruvan continue to deliver good operational
results with steady, low-cost production. We have reduced capital
and operating costs, taking care not to impair future production
capacity, and expect Neves-Corvo, Zinkgruvan and Aguablanca to be
free cash flow(1) positive at today's prices.

"At the same time, Tenke is ramping up and will begin producing in
the second quarter of 2009, generating cash from operations and
only requiring limited capital contributions in 2009".

Commenting on the Company's financial position Mr. Wright said "We
are in discussions with our banking syndicate to establish a
suitable restructured credit facility and believe that once this
is established, and with a clear focus on optimizing returns from
our key assets, the Company will be well placed to weather the
current conditions and respond when the inevitable upturn
eventuates".

In November, the Company announced that it had entered into a plan
of arrangement with HudBay Minerals Inc. In connection with the
proposed business combination, HudBay subscribed for 96,997,492
common shares in the capital of Lundin through a private placement
for proceeds of $111.4 million. The shares represent approximately
19.9% of Lundin Mining's outstanding common shares after issuance.
On February 23, 2009, the Company agreed to terminate the
arrangement on agreed terms.

Lundin says net debt at December 31, 2008 was $145.5 million, down
from a net debt of $194.8 at September 30, 2008 and compared to a
net cash position of $35.8 million at December 31, 2007.  The
increase in net debt during the year was primarily attributable to
the Company's funding obligations for the Tenke project.  These
cash outflows amounted to $264.1 million.  The outflows in respect
of Tenke were partially offset by inflows of $111.4 million from
the private placement transaction with HudBay.

                        About Lundin Mining

Based in Toronto, Ontario, Lundin Mining Corporation --
http://www.lundinmining.com/-- is a diversified base metals
mining company with operations in Portugal, Spain and Sweden,
producing copper, nickel, lead and zinc.  In addition, Lundin
Mining holds a development project pipeline which includes the
world class Tenke Fungurume copper/cobalt project in the
Democratic Republic of Congo and holds an extensive exploration
portfolio and interests in international mining and exploration
ventures.


LYONDELL CHEMICAL: Parent Wins Injunction from U.S. Court
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted the preliminary injunction sought by Lyondell
Chemical Company preventing certain creditors from proceeding
against its parent company, LyondellBasell Industries AF S.C.A.

LyondellBasell is now able to move forward with the reorganization
of its worldwide businesses without the threat of having assets
eroded by certain claims against entities outside of bankruptcy
protection.  The injunction is effective for 60 days and provides
LyondellBasell with time to evaluate all available options for
protecting its worldwide businesses.

The injunction prevents various creditors from enforcing pre-
petition guarantees that were issued by LyondellBasell Industries
AF S.C.A. for obligations of entities included in Chapter 11
protection.  The injunction also prevents holders of record and
beneficial owners of the 8 3/8% Senior Notes due 2015 issued by
LyondellBasell Industries AF S.C.A. from, among other things,
taking any action to accelerate the maturity of these notes.

The injunction was granted yesterday, Feb. 26, following a hearing
on Monday before the Honorable Robert E. Gerber, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the
Southern District of New York.  The court had previously issued a
temporary restraining order on Feb. 6, which was subsequently
extended on Feb. 13 and then again on Feb. 23.

LyondellBasell Industries' U.S. operations and one of its European
holding companies voluntarily filed to reorganize under Chapter 11
of the U.S. Bankruptcy Code on Jan. 6, 2009 in order to facilitate
a restructuring of its debts. Lyondell Chemical Company is one of
the 79 LyondellBasell entities included in this filing.  Lyondell
and certain of its subsidiaries and affiliates continue to operate
and manage their businesses as they proceed with restructuring and
reorganization efforts.

A copy of the relevant documents associated with this case may be
found on the internet at:

    http://chapter11.epiqsystems.com/lyondellbasellindustries

or from LyondellBasell's web site at: www.lyondellbasell.com.  The
case number for the bankruptcy action is 09-10023.

Reuters relates that in his order regarding the injunction Judge
Gerber wrote: "An involuntary foreign insolvency proceeding of
LBIAF would result in substantial risk of damage to the business,
property and world-wide operations of the Debtors."

Judge Gerber, Reuters discloses, also noted that the parent
company "has only limited liquid assets, which are insufficient
either to fund a defense against or to satisfy" obligations due
the 2015 noteholders.

                       DIP Financing

Judge Gerber adjourned the hearing on Lyondell's US$8 billion
"debtor-in-possession," or DIP financing, without reaching a
decision, according to Reuters.  Lyondell is seeking approval of
the loan, which will fund its operations while it reorganizes,
Reuter says.

Lyondell, as cited by Reuters, said that if creditors were able to
sue its European unit, that unit could be forced into involuntary
bankruptcy, leading to a default on its DIP, the largest in U.S.
history, and wrecking its U.S. reorganization.

                Bond Interest Payment Default

A TCR-Europe report on Feb. 19, 2009, citing Reuters' Tom Freke
and Jane Baird, said according to a spokesman for LyondellBasell,
the company failed to make scheduled bond interest payments on
Feb. 15.

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

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

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

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

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

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

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

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

                       About LyondellBasell

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

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

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

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

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


LYONDELL CHEMICAL: Bankruptcy May Take More Than a Year
-------------------------------------------------------
Emily Chasan at Reuters reports that Lyondell Chemical Co. wanted
more than a year to complete its bankruptcy.

According to Reuters, Lyondell Chemical Chief Financial Officer
Alan Bigman said during a hearing in the U.S. Bankruptcy Court for
the Southern District of New York that the company had asked its
lenders to extend the term of its debtor-in-possession loan to two
years or eighteen months.  The loan is set to mature on December
15, says Reuters.

Reuters states that Lyondell Chemical may have to refinance the
loan to repay its lenders if it isn't ready to exit bankruptcy by
that date.  Mr. Bigman, according to Reuters, said in court, "We
wanted two years because we have a large and complex organization
and wanted flexibility."  According to the report, Mr. Bigman's
his advisors have told him that completing the case in one year
would be "challenging but achievable."

The lenders denied the request for extension, Reuters says, citing
Mr. Bigman.

Reuters relates that Lyondell Chemical is asking for approval of
$8 billion in debtor-in-possession financing.  The report says
that Lyondell Chemical, under the terms of the loan, would have to
come up with a draft of a bankruptcy plan by August 15, as it is
expected to be able to exit bankruptcy when its DIP loan matures.
The report says that the company's reorganization plan would have
to be approved by October.  According to the report, the company
would have to work very quickly to resolve labor issues,
intercompany payments between its U.S. units and European units
which are not in bankruptcy, and the process of deciding which
contracts to keep or reject.

Reuters says that several creditors have objected to the loan
terms.  The report quoted UBS Investment Bank managing director
John Duggan as saying, "The lending group wanted a shorter date in
these credit markets to ensure that it would get its DIP loan
repaid.  We thought it would be very difficult to get all 14
parties to agree to an extension... It increases all 14 lenders'
risk," UBS Investment Bank is funding part of the loan, according
to the report.

The loan could eventually be extended by mutual agreement of all
parties, Reuters reports, citing Mr. Bigman.

                       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)


MACQUARIE INFRASTRUCTURE: May Put Airport Biz in Bankruptcy
-----------------------------------------------------------
Macquarie Infrastructure Company may place its airport parking
business under bankruptcy protection.

Macquarie Infrastructure said Thursday it continued to reduce
risks associated with its capital structure during the fourth
quarter of 2008 and first quarter of 2009 in response to the
overall decline in economic activity.  The Company's strategy has
led to substantial reductions in the debt of the airport services
business and significant modifications to the debt facility of
that business.  MIC continues to pursue opportunities to further
reduce debt at both its holding company and operating company
levels.

MIC explained that the modifications of the airport services debt
included a prepayment of approximately $44.9 million and an easing
of a leverage ratio (debt to adjusted EBITDA) covenant.  As a part
of the agreement, the Company will sweep 100% of available cash
flows generated by the airport services business to the prepayment
of debt until the debt to adjusted EBITDA ratio in the business
falls below specified levels.

MIC said the analysis also resulted in a decision to pursue
strategic alternatives with respect to MIC's airport parking
business including a possible sale, debt restructuring or filing
for bankruptcy protection.  MIC has advised lenders to the airport
parking business that it does not intend to provide the business
with additional capital contributions other than a maximum of
$12.0 million in obligations that it has guaranteed.

The Company clarified that implementation of any of the strategic
alternatives would have no impact on the continued operation or
cash generation of any other of MIC's businesses.

Also on Thursday, MIC reported a net loss of $185.3 million and
$178.5 million for the quarter and full year, respectively,
largely as a result of the impairment charges in the fourth
quarter.  Excluding the impact of the impairment charges, the
Company would have reported a net loss of $12.0 million for the
year.

Although the Company's operating entities continue to generate
substantial levels of cash, MIC's board of directors has decided
to suspend the payment of quarterly cash distributions to
shareholders. Cash accumulated as a result of the suspension will
be used to accelerate the reduction of the Company's debt.  The
Company believes that it will be able to resume the payment of
distributions when debt levels at its airport services business
and holding company have been reduced further.

MIC said its gas production and distribution business and its
district energy business remained resilient in the face of the
economic downturn and performed in line with expectations in the
fourth quarter and for the full year.  The Company's bulk liquid
storage terminal business generated solid growth in operating
income on continued strong demand for storage and contributions
from new capacity which was commissioned in 2008.

"We have made considerable progress in terms of reducing our
exposure to risks associated with the economic slowdown", said
Peter Stokes, Chief Executive Officer of MIC. "Our airport
services business is in a much better position as a result of its
reduced debt level, and we have provided investors with a clear
statement on the alternatives we are pursuing with the airport
parking business," he added.

Along with its operating results, MIC announced that it has
recorded a pre-tax non-cash charge of $253.5 million in the fourth
quarter of 2008 to write-down the carrying value of a portion of
the intangible and long-lived assets on its balance sheet.  MIC
said $166.0 million of the write-down was attributed to the
Company's airport parking business and $87.5 million was
attributed to its airport services business.

            Amendment of Airport Services Debt Facility

MIC, in cooperation with its lenders, has amended certain terms of
the debt facility at its airport services business.  As a part of
the amendment, the Company will sweep all excess cash from the
airport services business to debt repayments until such time as
the ratio of debt to adjusted EBITDA decreases to less than 6.0.
When the debt to adjusted EBITDA ratio falls below 6.0, 50% of the
cash flows from the business will be available to MIC until the
ratio is reduced to less than 5.5. MIC will have access to 100% of
the excess cash flows from the airport services business when the
debt to adjusted EBITDA ratio is below 5.5, provided that the
ratio remains below that level. At year-end 2008 the ratio was
6.68.

The amendments include a relaxation of the leverage covenant. For
2009, the maximum leverage ratio permitted is increased from 7.25
to 8.25. The maximum leverage ratio declines each year through the
maturity of the debt.

In February 2009, the Company paid down roughly $44.9 million of
airport services' debt principal, net interest rate swap break
fees of $5.1 million. The reduction in debt is expected to lower
annualized interest expense by $3.0 million.

The interest margin on the debt and its scheduled maturity were
not changed.

                          Airport Parking

It is unlikely that the Company's airport parking business will be
able to refinance its debt obligations that mature in 2009 as a
result of the continued erosion of revenue caused by the decline
in the level of commercial air travel.  MIC has advised lenders to
the airport parking business that it does not intend to provide
the business with additional capital contributions other than a
maximum of $12.0 million in obligations in connection with certain
interest rate swap obligations, shuttle bus leases and one
facility lease that it has guaranteed.

The primary debt facility of MIC's airport parking business is a
limited recourse facility without any other parent or cross
guarantees. The average maturity of debt facilities other than in
the airport parking business is 5.1 years.

              About Macquarie Infrastructure Company

Based in New York, Macquarie Infrastructure Company --
http://www.macquarie.com/mic-- owns, operates and invests in a
diversified group of infrastructure businesses providing basic,
everyday services, to customers in the United States.  Its
businesses consist of an airport services business, a 50% indirect
interest in a bulk liquid storage terminal business, a gas
production and distribution business, a district energy business,
and an airport parking business.  The Company is managed by a
wholly-owned subsidiary of the Macquarie Group.


MERISANT WORLDWIDE: Taps Broadpoint Capital as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Merisant
Worldwide, Inc., and its debtor-affiliates, asks the U.S.
Bankrutpcy Court for the District of Delaware for authority to
employ and retain Broadpoint Capital, Inc. as financial advisor to
the Committee effective as of Jan. 22, 2009.

Broadpoint Capital will assist the Committee in the evaluation of
strategic alternatives and to serve as its financial advisor in
connection with the Debtors' cases.  Tim O'Connor, managing
director in the Restructuring Group, will lead all of the day-to-
day aspects of the assignment.  He will be assisted by Broadpoint
employees Maury Apple, Avi Tolani, Nachum Rybak and John Cramer.

Tim O'Connor, an executive managing director at Broadpoint
Capital, assures the Court that the firm has no interests
materially adverse to the Debtors or their estates and that the
firm is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code, as modified by Sec. 1107(b) of the
Bankruptcy Code.  Furthermore, Mr. O'Connor states that the
Broadpoint Group will not accept any engagement that would require
Broadpoint to represent an interest materially adverse to the
Committee.

Broadpoint will receive the following compensation for its
services:

  a) A monthly fee of $100,000 until the expiration or
     termination of the Letter Agreement;

  b) Upon the consummation of a Restructuring or similar
     transaction at the sole discretion of the Committee, a
     transaction fee in an amount consistent with market rates;

  c) In addition to the fees to be paid to Broadpoint as provided
     in Section 2 of the Letter Agreement, without regard to
     whether a restructuring or similar transaction is
     consummated or is terminated, the Debtors shall pay,
     promptly upon receipt of an invoice therefor, to or on
     behalf of Boardpoint, all court-approved fees, disbursements
     and out-of-pocket expenses incured by Broadpoint under the
     Letter Agreement.

The Committee further requests the Court to approve the
indemnification, hold-harmless and reimbursement obligation
provisions under its Letter Agreement with Broadpoint.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP represents the
Debtors' as co-counsel.  Blackstone Advisory Services LLP is the
Debtors' financial advisor.  Epiq Bankruptcy Solutions, LLC is the
Debtors' Claims and Noticing Agent.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors as
counsel.  Ashby & Geddes, P.A. is the Committee's Delaware
counsel.  The Debtors have $331,077,041 in total assets and
$560,742,486 in total debts as of Nov. 30, 2008.


MIDWEST PHYSICIAN: Fitch Puts 'BB+' Bond Rating on Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed these bonds, issued on behalf of the
Midwest Physician Group Ltd.  And currently rated 'BB+', on Rating
Watch Positive:

  -- $13.3 million Illinois Health Facilities Authority revenue
     refunding bonds, series 1998.

The Rating Watch Positive reflects a non-binding letter of intent
that MPG signed with Advocate Medical Group, a physician-governed
medical group with more than 650 physicians that is a member of
the Advocate Health Care System (revenue bonds rated 'AA' by
Fitch).  The LOI states that MPG and AMG are in partnership
discussions and sets a 60-day due diligence period which allows
for a confidential and comprehensive evaluation of both
organizations.  Fitch believes that if a merger is consummated
between the two entities then an upgrade to MPG's rating would
most likely occur.  The extent of that upgrade would depend on the
final terms of the partnership as related to MPG's outstanding
debt.

Fitch will continue to monitor the situation and take appropriate
rating action as sufficient information develops.  Should a merger
not be consummated, Fitch will perform a full review of MPG, as a
stand alone operation, at that time.  As of Dec. 31, 2008, MPG had
36 days cash on hand as compared to 63 DCOH at
June 30, 2008.  Through the six months ended Dec. 31, 2008, MPG's
operating margin had slipped to -7.8%.  However, maximum annual
debt service coverage, prior to physician distributions, was a
solid 4.9x.  A chief credit strength of MPG is the requirement of
monthly principal and interest payments to the bond trustee.
Payments or distributions to physicians are restricted to the
extent such payment would cause income available for debt to fall
below 1.1 times.

MPG is an 83-physician, independent, multi-specialty, physician
practice group with various locations in the south and southwest
Chicago markets.  Total revenue in fiscal 2008 (year end June 30,
2008) was $44.3 million.  Although not required under MPG bond
documents, management provides quarterly disclosure to investors
including a balance sheet, income statement and selected
utilization data which is viewed positively by Fitch.


MOHAWK INDUSTRIES: Moody's Cuts Rating on Senior Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Mohawk
Industries Inc's senior unsecured notes to Ba1 following the
company's announcement of weak fourth quarter results and Moody's
expectation of further deterioration in 2009.  At the same time,
Moody's assigned a Ba1 corporate family rating, a Ba1 probability
of default rating and an SGL 2 speculative grade liquidity rating.
These actions conclude a review for possible downgrade initiated
on November 7, 2008, which was the last rating action.  The rating
outlook is negative.

The downgrade reflects Mohawks diminished operating performance
over the last year, especially in the fourth quarter of 2008, as
the global economic crises accelerates.  Revenue in 2008 was under
$7 billion, representing a more than 10% decrease from 2007
revenue, and Moody's expects further contraction in 2009.  The
downgrade also reflects accelerating weakness in Mohawk's European
operations and Moody's concern that US and European floor-covering
demand may not significantly rebound over the foreseeable future.

The SGL 2 rating reflects Mohawk's good liquidity profile
highlighted by its strong operating cash flow and cash balances
and its history of debt reduction.  Mohawk's liquidity profile is
constrained by the annual renewal of the $250M accounts receivable
securitization facility, which has about $50 million outstanding,
and the upcoming maturity of its revolver in October 2010, which
currently has over $50 million outstanding.

"The negative outlook reflects Moody's concern that the rapid
decline in discretionary consumer spending since September 2008
shows no meaningful signs of abating in the near term and, in
fact, may get worse, thereby putting additional pressure on the
company's operating performance" said Kevin Cassidy, Senior Credit
Officer, at Moody's Investors Service.

Ratings assigned:

  -- Corporate Family Rating at Ba1;
  -- Probability of Default Rating at Ba1;
  -- Speculative Grade Liquidity rating at SGL-2;

Ratings downgraded/assessments assigned:

  -- $900 million 6.125% senior unsecured notes, due 2016 to Ba1
     (LGD 4, 61%) from Baa3;

  -- $500 million 5.75% senior unsecured notes, due 2011 Ba1 (LGD
     4, 61%) from Baa3;

-- $400 million 7.20% senior unsecured notes, due April 15,
   2012 Ba1 (LGD 4, 61%) from Baa3;

Headquartered in Calhoun, Georgia, Mohawk Industries is a leading
producer of floor covering products for residential and commercial
applications in the U.S. Mohawk products includes brands such as
Mohawk, Unilin, Karastan, Ralph Lauren, Lees, Bigelow, Dal-Tile
and American Olean.  Revenue for the year ended December 31, 2008,
approximated $6.8 billion.


MSGI SECURITY: Dec. 31 Balance Sheet Upside Down by $10.7 Million
-----------------------------------------------------------------
MSGI Security Solutions, Inc., did not report revenues during the
three months ended December 31, 2008, nor were there revenues
reported during the three months ended December 31, 2007.

Costs of goods sold in the amount of $4.1 million were realized
during the quarter ended December 31, 2008.  These costs represent
a reserve against certain product costs.  This reserve estimates
the potential costs that may be unrecoverable.  The Company is
currently engaged in vigorous collection activities regarding the
various amounts due which are related to these costs, which have
been now fully reserved.  The Company remains confident that
payment will be forthcoming and that income will be recognized,
effectively offsetting the expense of the reserve, upon receipt of
payment from the customers.

Salaries and benefits of approximately $353,000 in the quarter
ended December 31, 2008, were approximately $27,000 or 7.0% less
than those expenses of approximately $380,000 in the previous
year.  This decrease is primarily the result of reductions to
compensation of certain executives.

Selling, general and administrative expenses of approximately
$304,000 in the quarter ended December 31, 2008, decreased by
approximately $418,000 or 58% from comparable expenses of
approximately $722,000 in the same period in 2007.  This decrease
is due primarily to a reduction in expense for investor relations,
accounting fees, office expenses and travel related costs offset
by increases in consulting fees, legal fees and rents.  A non-cash
credit for the value of shares to be issued to Apro Media in the
amount of approximately ($7,000) was realized in the quarter ended
December 31, 2008.  This credit represents a reduction in the
market value of the shares to be issued to Apro.  A similar credit
of approximately ($99,000) was realized in the same period in
2007.

As a result, loss from operations of approximately $4.7 million in
the quarter ended December 31, 2008, increased by approximately
$5.8 million from comparable loss from operations of $1.1 million
in the same period in 2007.

Interest expense of approximately $0.4 million in the quarter
ended December 31, 2008, represents a decrease of approximately
$8.1 million from expenses of approximately $8.5 in the same
period in 2007.  This decrease is due primarily to a reduction in
non-cash interest expenses derived from the amortization of
certain debt discounts.

As a result, net loss of approximately $5.1 million in the quarter
ended December 31, 2008, decreased by approximately
$4.5 million from comparable net loss of approximately
$9.6 million in the same period in 2007.

The Company currently has limited capital resources, has incurred
significant historical losses and negative cash flows from
operations and has no current period revenues.  At December 31,
2008, the Company had approximately $188 in cash and no accounts
receivable and a working capital deficit of $9.3 million.  The
Company believes that funds on hand combined with funds that will
be available from its various operations may not be adequate to
finance its operations and capital expenditure requirements and
enable the Company to meet its financial obligations and payments
under its convertible notes and promissory notes for the next
twelve months.  Certain promissory notes in the amount of
$1,900,000 are due March 31, 2009, and one promissory note in the
amount of $960,000 is due on February 28, 2009, as well as certain
convertible notes in the amount of $1,000,000 are due December 13,
2009.  Further, there is uncertainty as to timing, volume and
profitability of transactions that may arise from the Company's
relationship with Hyundai, Apro and others.  Further, there can be
no assurance as to the timing of when or if the Company will
receive amounts due to it for products shipped to customers prior
to June 30, 2008, which transactions have not yet been recognized
as revenue.  There are no assurances that any further capital
raising transactions will be consummated.  Although certain
transactions have been successfully closed, failure of the
Company's operations to generate sufficient future cash flow and
failure to consummate its strategic transactions or raise
additional financing could have a material adverse effect on the
Company's ability to continue as a going concern and to achieve
its business objectives.  "These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
J. Jeremy Barbera, chairman of the board and chief executive
officer, and Richard J. Mitchell III, chief accounting officer,
disclosed in a regulatory filing dated February 17, 2009.

As of December 31, 2008, the Company's balance sheet showed total
assets of $2,553,274 and total liabilities of $13,295,264,
resulting in total stockholders' deficit of $10,742,807.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39e6

                       About MSGI Security

MSGI Security Solutions Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security
products and services to commercial and governmental organizations
worldwide.  MSGI is developing a combination of innovative
emerging businesses that leverage information and technology with
a focus on encryption technologies for actionable surveillance and
intelligence monitoring.  The company is headquartered in New York
City where it serves the needs of counter-terrorism, public
safety, and law enforcement in the United States, Europe, the
Middle East and Asia.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Amper, Politziner & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about MSGI Security Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm stated that the company has suffered
recurring losses and negative cash flows from operations.


NEPTUNE FUNDING: Moody's Confirms Rating on Asset-Backed Notes
--------------------------------------------------------------
Moody's has confirmed the Prime-1 rating of the Asset-backed
Commercial Paper Notes issued by Neptune Funding Corporation.
Neptune is a multiseller program administered by Rabobank
International, New York Branch, a wholly owned subsidiary of
Rabobank Nederland (Aaa/Prime-1/B+).  It is a special purpose
company established in October 1997 and is organized under the
laws of Delaware with limited corporate purpose.

On January 22, 2009, Neptune's Prime-1 rating was placed on review
for potential downgrade, due to Moody's rating action to a
reference entity in one of Neptune's credit linked deposits.
Moody's placed the long and short-term ratings of this entity
(senior debt at A2 and short-term at Prime-1) under review for
possible downgrade.  On February 17, 2009, this credit linked
deposit was removed from Neptune's portfolio.  Hence, Moody's has
confirmed the Prime-1 rating of Neptune.

As of February 20, 2008, Neptune had $250 million in ABCP
outstanding.

Complete rating action:

  -- Neptune Funding Corporation, asset-backed commercial paper
     notes, Prime-1; previous rating action on January 22, 2009,
     Prime-1 on review for possible downgrade


NEW DAY: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------
Getahn Ward at The Tennessean reports that New Day Pharmacy Corp.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Tennessee.

The Tennessean relates that New Day listed Pharmaceutical-services
company AmerisourceBergen as its largest unsecured creditor, with
a $523,426 claim.  The Tennessean states that New Day also owes
local law firm Harwell, Howard Hyne Gabbert & Manner PC about
$91,395.

According to The Tennessean, a meeting of creditors is set for
March 27, 2009.

Nashville, Tennessee-based New Day Pharmacy Corp.'s automated
system for packaging and delivery of prescription medications is
used by nursing homes and other clients.  The company filed for
Chapter 11 bankruptcy protection on February 23, 2009 (Bankr. M.D.
Tenn. Case No. 09-01947).  Austin Lenoy McMullen, Esq., at Boult,
Cummings, Connors & Berry assists the company in its restructuring
effort.  The company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


ON-SITE SOURCING: March 27 Auction; Secured Lender Leads Bidding
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
approved a proposed auction for On-Site Sourcing Inc.'s assets.

According to Bloomberg's Bill Rochelle, On-Site Sourcing Inc. will
hold an auction on March 27, with Integreon Managed Solutions Inc.
under contract.  Integreon has offered a $28 million credit bid
using the secured debt it purchased prior to ONSITE3's filing.
On-Site will pursue the sale to Integreon, absent higher and
better bids at the auction.

Competing bids are due March 23.  The sale hearing is on March 31.

ONSITE3 disclosed its entry into an asset purchase agreement with
Integreon on February 5, when it announced its Chapter 11 filing.

As part of the transaction, ONSITE3 said Integreon completed the
acquisition of ONSITE3's outstanding pre-bankruptcy secured debt
and has agreed to provide debtor-in-possession financing to assure
ONSITE3's continued operation throughout the reorganization
process.

                   ONSITE3 Expands BPO Portfolio

Robert Ballou, CEO of ONSITE3, said on February 5, "Integreon's
planned acquisition of ONSITE3's electronic discovery business
will create an unrivaled end-to-end 'enterprise' set of litigation
and compliance services for law firms and corporations under one
roof.  The expanded scope will include forensics and collection,
proprietary E3(TM) processing and eView(TM) hosted review
applications, and will be coupled with Integreon's onshore and
offshore document review.

"Our plan is to focus on our growing e-discovery business. We will
close our declining paper discovery support operations, but
preserve the continuity of our e-discovery operations around the
U.S. We plan to immediately transition paper projects to other
vendors, allowing us to focus on the core electronic offerings
that our clients value most."

Liam Brown, CEO of Integreon, said, "The comprehensive range of
ONSITE3's electronic discovery services and proprietary
technologies dovetail well with our document review capability and
significantly increases the scale and U.S. footprint of our own
EDD capabilities.

"This planned transaction will result in the creation of a
$40 million national electronic discovery division of Integreon
with industrial-scale processing centers in Washington, D.C. and
New York City, along with review centers in the U.S., India and
the Philippines."

                 About Integreon Managed Solutions

Integreon Managed Solutions Inc. -- http://www.integreon.com/--
provides a range of knowledge support services to professionals,
such as research and analytics, legal and financial document
services, legal and discovery services, and finance and accounting
services, which transform the Middle Office and allow
professionals to focus their time and energy on their 'highest and
best use'.  Its customers include the world's leading financial
services institutions, international law firms, and Global 2000
corporations.

Integreon is the business-process-outsourcing unit by Philippines-
based Ayala Corp.  Fred Ayala serves as chairman of the board of
Integreon and CEO of LiveIt Solutions, Inc., Ayala Corp.'s holding
company for its investments in the BPO sector.  He is also the
non-executive Chairman and former CEO of eTelecare, one of the
leading customer care companies in Asia.  LiveIt recently acquired
a significant shareholding in eTelecare.  Mr. Ayala was also
formerly Chairman of SPi, one of the leading non-voice BPO
companies in Asia.

                      About On-Site Sourcing

Los Angeles, California-based ONSITE3 -- 1-877-433-5227 or
http://www.onsite3.com/-- is widely recognized in the industry as
a top provider of electronic discovery services and has been in
the litigation support and legal discovery business since 1991.
Its innovative approach to evidence management focuses on the need
to manage both the risk and cost associated with complex
litigation and regulatory compliance. The combination of its
proprietary and integrated technology-enabled solutions enables
law firms and corporations to achieve a greater return on their
investments in evidence management.

On-Site Sourcing Inc. and two affiliates filed for Chapter 11 on
February 4, 2009(Bankr. E.D. Va. Lead Case No. 09-10816).  In its
bankruptcy petition, it estimated assets and debts of $10 million
to $50 million each.  Michael A. Condyles, Esq., at Kutak Rock
LLP, in Richmond, Virginia, handles the case.


PARENT CO: Creditors Panel Challenges Validity of D.E. Shaw Claim
-----------------------------------------------------------------
The unsecured creditors' committee of The Parent Co. said it found
defects in the secured claim held by an affiliate of D.E. Shaw &
Co., who is also the majority owner of the Company.

According to Bloomberg's Bill Rochelle, the Creditors Committee
filed a motion before the U.S. Bankruptcy Court for the District
of Delaware on February 24 for authority to bring suit based on
claims of fraud, breach of fiduciary duty, and equitable
subordination.  According to the report, among other things, the
Committee says it uncovered evidence showing that D.E. Shaw gave
assurances to suppliers that it would continue funding losses.

The Committee, Mr. Rochelle adds, filed a second motion seeking
permission from the Court to conduct an investigation into Shaw's
representations.  The Committee also wants to investigate whether
the head of the Posh Tots business violated her duties as a
company officer in connection with the sale of the business where
she was a bidder and allegedly discouraged outsiders from making
offers.

Bloomberg said the motions will be heard on March 2, the same time
as a hearing on the Company's previously filed motion for
conversion of the case to a liquidation in Chapter 7.

According to a TCR report on February 18, the Parent Co. was
authorized by the Court to sell its trademarks, trade names and
Web sites to Toys "R" Us Inc. for $2.15 million, and other assets
to another buyer for $738,000.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and $35,722,280
in total debts.


PHILADELPHIA NEWSPAPERS: CEO to Return $232,000 Raise in December
-----------------------------------------------------------------
Philadelphia Newspapers LLC representatives said in a court
hearing on Tuesday that CEO Brian Tierney will return a $232,000
raise he received in December 2008, Peter Van Allen at Pittsburgh
Business Times reports.

According to Pittsburgh Business, the attorneys for Mr. Tierney
said that their client's annual salary will go back to $618,000
from $850,000.  Citing Philadelphia Newspaper spokesperson Jay
Devine, the report states that Mr. Tierney didn't want the issue
of his raise to $850,000 a year to become a "sideshow" to the
firm's Chapter 11 bankruptcy.  The report says that the issue was
part of a two-hour hearing in U.S. Bankruptcy Court in
Philadelphia.

Pittsburgh Business relates that another court hearing will be
held on March 9 to settle the issue of who will provide debtor-in-
possession financing.  The report states that Philadelphia
Newspapers wants a $25 million lending package led by one of its
investors, real estate developer Bruce Toll, who would bring
together a coalition of lenders.  According to the report, Mr.
Tierney would remain as the firm's CEO under the proposal, but
creditor Citizens Bank opposes that plan.  The report says that
Citizens Bank would rather arrange its own debtor-in-possession
financing, which might allow for greater oversight.

Citizens Bank attorney Andrew Kassner told Judge J.K. FitzSimon
that an independent board must be created at Philadelphia
Newspapers and that restructuring specialist Joe Bondi of San
Francisco-based Alvarez & Marsal LLC must have greater role,
Pittsburgh Business states.

Citizens Bank "was incredibly concerned to hear executives were
awarded raises without consultation [with the bank]," Pittsburgh
Business relates, citing Mr. Kassner.

                 About Philadelphia Newspapers

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

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the debtors'
Counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the debtors' local counsel.  Garden City Group, Inc., is the
debtors' notice, claims and solicitation agent.  The debtors'
financial advisor is Jefferies & Company Inc.  The debtors listed
$100 million to $500 million in assets and $100 million to
$500 million in debts.


PHILADELPHIA NEWSPAPERS: Wants to Access $25 Million Facility
-------------------------------------------------------------
Philadelphia Newspapers LLC and its debtor-affiliates ask the
United States Bankruptcy Court for the Eastern District of
Pennsylvania for authority to obtain $25 million in postpetition
financing under the debtor-in-possession credit, guaranty and
security agreement dated February 22, 2009, with Callowhill
Partners LLC, as lender and administrative agent.  The Debtors
said they want to use $10 million of the $25 million DIP facility
on the interim basis.

The Court authorized the Debtors to use, on the interim basis,
cash collateral to secure repayment of secured loan to their
prepetition lender, Citizens Bank of Pennsylvania, in accordance
to the budget.  Citizens Bank protested to the Debtors' request
arguing that they failed to offer any meaningful compensation to
it for diminution in the value of the interest in the collateral.
A hearing is set for March 9, 2009, at 10:00 a.m., to consider
final approval of the request.  Objections, if any, are due
March 6, 2009.

The Debtors and Citizen Bank are parties to a credit and guaranty
agreement dated June 29, 2006, wherein the bank provided
$295 million in term loan and $50 million in senior secured
revolving credit facility.  The loans are secured by first
priority liens on and security interest in substantially all of
the Debtors real and personal property including a first priority
mortgage on the Debtors' corporate headquarter at 400 North Broad
Street in Philadelphia.  The Debtors owe about $296.6 million,
under which $290.5 million is outstanding principal and interest
on account of the term loan and about $6.1 million is outstanding
principal interest on account of the revolver loan as of their
bankruptcy filing.

Proceeds of the DIP facility will be used to, among other things
(i) fund working capital requirements operating and capital
expenses; (ii) provide cash collateral to support letters of
credit required by the loan parties during the Chapter 11 cases;
(iii) fund the payment of interest accrued on the loans; and (iv)
pay the fees and expenses of the lender including attorney's fees.

Salient terms of the DIP financing agreement are:

Borrower:            Philadelphia Newspapers LLC

Guarantors:          PMH Acquistion LLC, Broad Street Video LLC,
                     Philadelphia Direct LLC, Philly Online LLC,
                     PMH Holdings LLC, Broad Street Publishing
                     LLC, and Philadelphia Media LLC.

Security:            First and priming liens on all assets of the
                     Debtors, senior in priority to the liens of
                     the prepetition agent and lender, but junior
                     in priority with respect to any specified
                     assets on which valid prepetition liens
                     other than those of the prepetition lenders
                     exist.

DIP Facility:        $25 million, subject to the budget including
                     a letter of credit subfacility of $10
                     million.

Conversion Rights:   The DIP facility will convert into a first
                     lien exit term loan upon the effective date
                     of a plan of reorganization.

Interest:            Base rate plus 550 basis points or LIBOR Plus
                     760 basis points.

Fees:                $250,000 administrative fee and 200 basis
                     point commitment fee.

Maturity:            Nine months from the Debtors' bankruptcy
                     filing.

The DIP agreement contains customary and appropriate events of
default.

To secure their DIP obligations, the lender will be granted
superpriority administrative expense claim status over all
administrative expense claims and unsecured claims against the
Debtors and their estates.

A full-text copy of the Debtors' debtor-in-possession credit,
guaranty and security agreement dated Feb. 22, 2009, is available
for free at http://ResearchArchives.com/t/s?39e2

A full-text copy of the Debtors' DIP budget is available for free
at: http://ResearchArchives.com/t/s?39e3

Headquartered in Philadelphia, Pennsylvania, Philadelphia
Newspapers LLC -- http://www.philly.com-- provide media and
internet services own.  The Debtors own The Inquirer, the
Philadelphia Daily News, and Philly.com.  The company and seven of
its affiliates filed for Chapter 11 protection on February 22,
2009 (Bankr. E.D. Penn. Lead Case No. 09-11204).  Proskauer Rose
LLP represents the Debtors in their restructuring efforts.
Lawrence G. McMichael, Esq., Dilworth Paxson LLP will serve as the
Debtors' local counsel.  The Debtors proposed Garden City Group
Inc. as notice claims and solicitation, and Jefferies & Company
Inc. as financial advisor.  When the Debtors filed for protection
from their creditors, they posted assets and debts between $100
million and $500 million each.


PILGRIM'S PRIDE: Creditors Say Banks' Equipment Liens Invalid
-------------------------------------------------------------
The official committee of unsecured creditors of Pilgrim's Pride
Corp. said it found defects in the liens banks assert over
equipment in some of the Company's facilities, Bloomberg's Bill
Rochelle reported.

The Creditors Committee, according to the report, said it is
prepared to file a suit asking the bankruptcy court to declare the
equipment liens invalid because required documents weren't filed
in the correct places.

Meanwhile, Judge D. Michael Lynn of the U.S. Bankruptcy Court for
the Northern District of Texas will hold a hearing on March 10 to
decide whether Pilgrim's Pride may terminate agreements with nine
farmers who grow chickens under contract.  According to Mr.
Rochelle, arguments raised include:

    -- The farmers contend that the typical standard for rejection
       of contracts doesn't apply.  The growers argue that the
       public interest also must be considered.  They say the
       chicken-growing arrangements are similar to labor contracts
       and electricity-supply contracts, where bankruptcy judges
       consider the public interest in addition to economic
       benefit for the debtor.

    -- The growers argue that ending the contracts will force
       their operations to halt, resulting in foreclosures and in
       turn harming the localities where they operate.

    -- The growers also contend they are the victims of
       discrimination because Pilgrim's Pride, they say, has
       terminated "a disproportionate square footage of Hispanic-
       owned farms."

                 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)


PLIANT CORP: Wants Court to Set May 5 as Claims Bard Date
---------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to set
May 5, 2009, as deadline for creditors to file proofs of claim.

The Debtors propose Aug. 10, 2009, as deadline for all
governmental units to filed their proof of claims.

A hearing is set for March 11, 2009, at 9:30 a.m., to consider
approval of the motion.  Objections, if any, are due March 4,
2009.

                        About Pliant Corp.

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

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

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


PLIANT CORP: Wants 15 Days More to File Schedules and Statements
----------------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for an additional 15
days to file their schedules of assets and liabilities, and
statement of financial affairs.

The Debtors' current deadline to file these requirements is
March 11, 2009.  According the Debtors, the 30-day automatic day
extension is insufficient to complete their schedules and
statements.  The extension of time will enable them to bring their
books and records up to date and to collect the data needed to
prepare and file the requirements, the Debtors point out.

A hearing is set for March 11, 2009, at 9:30 a.m., to consider
approval of the motion.  Objections, if any, are due March 4,
2009.

                        About Pliant Corp.

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

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

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


PMA CAPITAL: Fitch Affirms Senior Debt Rating at 'BB+'
------------------------------------------------------
Fitch Ratings has affirmed PMA Capital Corp.'s Issuer Default
Rating and senior debt rating of 'BBB-' and 'BB+' respectively.
Fitch also has affirmed the 'BBB+' Insurer Financial Strength
ratings of the three active primary insurance subsidiaries
collectively referred to as PMA Insurance Group.  See below for a
complete list of PMAIG member companies.  The Rating Outlook for
all ratings is Stable.

Fitch's affirmation of PMAIG's ratings is a reflection of the
company's improved underwriting performance, liquidity profile,
and minimal capital deterioration from investment losses.  Fitch
estimates that statutory policyholder surplus will decline by less
than $1 million dollars on a year-over-year basis to approximately
$334 million for year end 2008.

Fitch notes that the company's prudent investment portfolio that
consists of 'AA+' average credit quality fixed income securities
and zero common equities has performed better than the industry
average portfolio.  Further, Fitch believes that the sale of PMA
Capital Insurance Company this year to Armour Reinsurance Group,
Ltd will also benefit the operating profile.

Offsetting these positives are Fitch's concerns of possible
profitability deterioration due to the competitive operating
environment and the company's growth during a softening market.
As of Dec. 31, 2008, PMAIG had net premiums written of
$414.7 million, compared with $395.3 million for the same period
in the prior year.  PMAIG reported a 96.2% statutory combined
ratio as of Dec. 31, 2008 compared with a 98.3% for Dec. 31, 2007.

Fitch rates these entities with a 'BBB+' Insurer Financial
Strength Rating and a Stable Rating Outlook:

  -- Manufacturers Alliance Insurance Co.;
  -- Pennsylvania Manufacturers' Association Insurance Co.;
  -- Pennsylvania Manufacturers Indemnity Co.;

PMA Capital Corp.

  -- IDR 'BBB-';

  -- $54.9 million senior notes, 8.5% due June 15, 2018 'BB+'

  -- $.05 million convertible debt, 4.25% due Sept. 30, 2022
     'BB+'.


PRIMUS FINANCIAL: Moody's Withdraws Counterparty Ratings
--------------------------------------------------------
Moody's Investors Service announced that it has withdrawn the
Counterparty Rating and all debt ratings of Primus Financial
Products, LLC, at the request of Primus Financial.

Primus Financial is a Credit Derivative Product Company which is a
type of a structured finance operating company whose sole business
consists of selling credit protection on corporate entities and
mortgage backed securities through credit default swaps.

The Counterparty Rating and debt ratings of Primus Financial were
each also downgraded immediately prior to withdrawal.  The rating
actions are:

Counterparty Rating

  -- Current Rating: Withdrawn
  -- Immediately Prior to Withdrawal: Ba2
  -- Prior Rating: A1 on review for possible downgrade

U.S. $75,000,000 Subordinated Deferrable Interest Note,
Series A

  -- Current Rating: Withdrawn
  -- Rating Immediately Prior to Withdrawal: Ba3
  -- Prior Rating: A1 on review for possible downgrade

U.S. $75,000,000 Subordinated 2005 Deferrable Interest Notes,
Series A

  -- Current Rating: Withdrawn
  -- Rating Immediately Prior to Withdrawal: B1
  -- Prior Rating: A2 on review for possible downgrade

U.S. $50,000,000 Subordinated 2005 Deferrable Interest Notes,
Series B

  -- Current Rating: Withdrawn
  -- Rating Immediately Prior to Withdrawal: B1
  -- Prior Rating: A2 on review for possible downgrade

U.S. $110,000,000 Perpetual NC-10 Floating Rate Cumulative
Preferred Securities (Series I and Series II)

  -- Current Rating: Withdrawn
  -- Rating Immediately Prior to Withdrawal: B2
  -- Prior Rating: A3 on review for possible downgrade

Moody's explained that the downgrade 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) further deterioration
in the credit quality of Primus Financial's CDS reference
portfolio since the last rating action.  The revisions affect key
parameters in Moody's model for rating corporate synthetic CDOs
and CDPCs: 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
published on January 15, 2009.  Furthermore, the revised ratings
prior to the withdrawal reflect uncertainties with Primus
Financial's future business plan.

Primus Financial has requested the withdrawal of ratings for
business reasons.

The last rating action for Primus Financial was taken on
November 24, 2008.


QIMONDA RICHMOND: Taps Richards Layton as Bankruptcy Co-Counsel
---------------------------------------------------------------
Qimonda Richmond, LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards, Layton & Finger, P.A., as co-counsel.

RL&F will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession in the continued
      operation of their businesses and management of their
      properties;

   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 the preparation of objections
      to claims filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates;

   d) attend meetings and negotiations with representatives of
      creditors, equity holders, prospective investors or
      acquirers, and other parties in interest;

   e) appear before the Court, any appellate courts and the
      Office of the U.S. Trustee to protect the interest of the
      Debtors;

   f) pursue approval of the corresponding solicitation
      procedures and disclosure statement; and

   g) perform all other necessary legal services in connection
      with the bankruptcy cases.

RL&F professionals working on these cases and their hourly rates
are:

     Mark D. Collins                $610
     Michael J. Merchant            $475
     Maris J. Finnegan              $300
     Katisha D. Fortune             $255
     Barbara Witters                $175

Mr. Collins, director of Richards Layton & Finger, P.A., tells the
Court that prior to the petition date, the Debtors paid RL&F a
total retainer of $140,000.  The Debtors propose that the retainer
monies paid and not expended fro prepetition services and
disbursements be treated as an evergreen retainer.

Mr. Collins assures the Court that RL&F is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Qimonda Richmond, LLC

Qimonda Richmond, LLC makes semiconductor products.  The Debtor
and its debtor-affiliate filed for separate Chapter 11 protection
on Feb. 20, 2009, (Bankr. D. Del. Case Nos.: 09-10589 to 09-10590)
Simpson Thacher & Bartlett LLP and Mark D. Collins, Esq. and
Michael Joseph Merchant, Esq. at Richards Layton & Finger PA
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal serves as restructuring managers.  Epiq Bankruptcy
Solutions LLC serves as its claims agent.  The Debtors listed
estimated assets of more than $1 billion and estimated debts of
more than $1 billion.


QIMONDA RICHMOND: Wants Simpson Thacher as Bankruptcy Counsel
-------------------------------------------------------------
Qimonda Richmond, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Simpson Thacher & Bartlett LLP as counsel.

Simpson Thacher will:

   a) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors in possession in the
      continued management and operation of their business and
      properties in the areas of corporate finance, employee
      benefits, tax and bankruptcy law, well as with regard to
      commercial litigation, debt restructuring and asset
      dispositions;

   b) take all necessary action to protect and preserve the
      Debtors' estates during the pendency of these Chapter 11
      cases, 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 the preparation of objections to claims
      filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates;

   d) attend meetings and negotiate with representatives of the
      Debtors' creditors and other parties in interest;

   e) take all necessary action on behalf of the Debtors to
      negotiate, prepare, and obtain approval of a Chapter 11
      plan and all documents related thereto; and

   f) perform all other necessary legal services in connection
      with these cases.

Simpson Thacher is prepared to work closely with each professional
to ensure that there is no duplication of effort or cost.

Mark Thompson, a partner at Simpson Thacher, tells the Court that
the firm's professionals' hourly rates are:

     Partners                      $785 - $1,000
     Senior Counsel                   $765
     Counsel                          $740
     Associates                    $385 - $690
     Paraprofessionals             $130 - $285

The professionals having the primary responsibility in these cases
and their hourly rates are:

     Mark Thompson                 $980
     David Lieberman               $960
     Erik Hepler                   $690
     Morris J. Massel              $690
     Christopher Lucht             $675
     Marsha Yee                    $650
     Anne Knight                   $590
     Ursual Mackey                 $530

     Terry Sanders                 $385
     Anitha Gandhi                 $200
     Elisabeth Juterbock           $200
     Frances MaClean               $175
     Lena Valencia                 $175

Prior to the petition date, Simpson Thacher had received $500,000
retainer.  As of the petition date, the Debtors do not owe Simpson
Thatcher any amounts for legal services rendered before the
petition date.  A balance of $88,271 remains on the retainers.

The Debtors propose to pay Simpson Thacher an evergreen retainer.

Mr. Thompson assures the Court that Simpson Thacher is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Qimonda Richmond, LLC

Qimonda Richmond, LLC makes semiconductor products.  The Debtor
and its debtor-affiliate filed for separate Chapter 11 protection
on Feb. 20, 2009, (Bankr. D. Del. Case Nos.: 09-10589 to 09-10590)
Simpson Thacher & Bartlett LLP and Mark D. Collins, Esq. and
Michael Joseph Merchant, Esq. at Richards Layton & Finger PA
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal serves as restructuring managers.  Epiq Bankruptcy
Solutions LLC serves as its claims agent.  The Debtors listed
estimated assets of more than $1 billion and estimated debts of
more than $1 billion.


REALOGY CORP: Apollo Agrees to Invest As Much As $150 Million
-------------------------------------------------------------
Apollo Management, L.P., has agreed to invest as much as $150
million in Realogy Corp. even though the real estate broker
reported a net loss of $1.91 billion in 2008.

EBITDA adjusted for special items in 2008 was $411 million and
Adjusted EBITDA pursuant to our credit agreement was $657 million.
"There are several non-operational items in Realogy's full-year
reported EBITDA, including non-cash impairment charges, merger and
legacy costs, as well as restructuring charges that were incurred
to improve profitability," said Anthony E. Hull, Realogy's Chief
Financial Officer.  "If you exclude these mostly non-cash items,
you gain a more accurate indication of the performance and health
of our businesses.  For fiscal 2008, Realogy generated over $100
million of cash from operations in what was an extremely
challenging real estate market.  Furthermore, with the movement of
interest rates, our cash interest is expected to be reduced by
over $100 million in 2009 compared to 2008."

Realogy is substantially owned and controlled by affiliates of
Apollo as a result of a merger that was consummated on April 10,
2007.  As of February 23, 2009, approximately 98.7% of the common
stock of Realogy was held by investment funds affiliated with
Apollo, which contributed $2 billion to the company to complete
the merger.

In its form 10-K announcing its annual results, Realogy said,
"Apollo has advised us that based upon management's current
financial outlook, it will provide financial assistance to the
Company, to the extent necessary, in meeting its senior secured
leverage ratio and cash flow needs through December 31, 2009.  If
necessary, Apollo will provide the Company with an equity infusion
of up to $150 million although management believes such full
amount will not be required during this period."

Realogy's President & CEO, Richard Smith, said in the Webcast
announcing the Company's 2008 results that Apollo has advised the
Company that based upon management's current financial outlook it
will provide financial assistance, to the extent necessary, to
Realogy in meeting our senior secured debt to pro forma adjusted
EBITDA leverage ratio and cash flow needs through 2009. "We are
pleased to have the support of our financial sponsor and believe
this should more than adequately address any questions our
competitors have raised regarding Apollo's commitment to
Realogy's future."

"We join Richard and his team in recognizing the challenging task
before management in navigating through this extremely difficult
time in housing and our nation's economy," said Marc Becker,
Partner, Apollo Management L.P. "We are impressed with their
efforts to remain in the forefront of the industry while
optimizing their business model. The premise of our original
investment in Realogy has not changed and we look forward to
supporting the company through what will likely be another
difficult year in housing."

As of December 31, 2008, the Company's senior secured leverage
ratio was 4.95 to 1.  This is 0.4x below the maximum 5.35 to 1
ratio required for Realogy to be in compliance under its Credit
Agreement.  The senior secured leverage ratio is determined by
taking Realogy's senior secured net debt of $3.25 billion at
December 31, 2008 and dividing it by the Company's Adjusted EBITDA
of $657 million for the 12 months ended December 31, 2008.  Apollo
has advised the Company that, based upon management's current
financial outlook, it will provide financial assistance to
Realogy, to the extent necessary, in meeting its senior secured
leverage ratio and cash flow needs through December 31, 2009.
Based upon its current financial forecast and, to the extent
necessary, Apollo's financial assistance, the Company believes
that it will continue to be in compliance with the senior secured
leverage ratio during the next 12 months.

                        About Realogy Corp.

Realogy Corporation, a global provider of real estate and
relocation services, has a diversified business model that
includes real estate franchising, brokerage, relocation and title
services.  Realogy's world-renowned brands and business units
include Better Homes and Gardens(R) Real Estate, CENTURY 21(R),
Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran
Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC,
Cartus and Title Resource Group.  Headquartered in Parsippany,
N.J., Realogy has approximately 12,000 employees worldwide.
Realogy is owned by affiliates of Apollo Management, L.P., a
leading private equity and capital markets investor.

Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 60.31 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 2.36 percentage points
from the previous week, the Journal relates.  Realogy pays
interest at 225 points above LIBOR.  The loan matures
September 30, 2013. The bank loan carries Moody's Caa1 rating and
Standard & Poor's CCC- rating.


RECYCLED PAPER: Chapter 11 Plan Declared Effective
--------------------------------------------------
Recycled Paper Greetings Inc. yesterday carried out its
prepackaged Chapter 11 plan that was confirmed February 18,
Bloomberg's Bill Rochelle said.

The Plan was built around the sale of RPG's business to American
Greetings Corporation.  American Greetings purchased 52% of RPG's
first-lien debt in July, and arranged a pre-packaged plan for RPG.

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 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, 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.

                       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.


REGAL JETS: Files for Chapter 11 Bankruptcy in Delaware
-------------------------------------------------------
Regal Jets LLC has sought bankruptcy protection from creditors
without giving a reason for the filing, Bloomberg News reported.

Regal Jets in its bankruptcy petition listed debt of $100 million
to $500 million and assets of $10 million to $50 million.

Dallas-based Regal Jets LLC provides private aviation services.


REGAL JETS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Regal Jets, LLC
        3232 Love Field Drive
        Dallas, TX 75235

Bankruptcy Case No.: 09-10648

Chapter 11 Petition Date: February 25, 2009

Court: Northern District of California (Oakland)

Debtor's Counsel: Robert S. Brady, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

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
   ------                      ---------------   ------------
AIR BP                         trade             $64,547
PO Box 202274
Dallas, TX 75320
Tel: (800) 752-9220

MLT Development                trade             $55,000
3890 West NW Hwy, Suite 600
Dallas, TX 75220
Tel: (214) 350-2456

David Childs                   trade             $25,529
Dallas County Tax Assessor
PO Box 139033
Dallas, TX 75313

Bombardier Aerospace           trade             $15,172

Constellation New energy       utility           $10,860

Gulfstream Aerospace Inc.      trade             $10,518

City of Dallas                 taxes             $10,470

Jetpac                         trade             $9,600

Cintas Corporation             trade             $6,686

Aviall                         trade             $7,030

CRS Jet Spares                 trade             $5,617

Falcon Jet                     trade             $5,216

Atmos energy                   trade             $4,589

Jet Operations Inc.            trade             $3,860

J.T. Horn Oil Co. Inc.         trade             $3,196

GE Capital                     trade             $2,833

Foxtronics Inc.                trade             $2,483

Entegrity Networks             trade             $2,132

Safety Kleen                   trade             $1,811

Ignition Networks Inc.         trade             $1,791

The petition was signed by Gregory S. Campbell, chairman.


RITZ CAMERA: Gets Initial OK to Access $85 Mil. Wachovia Facility
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court
District of Delaware authorized Ritz Camera Centers Inc. to
access, on an interim basis, $85 million in debtor-in-possession
financing under the ratification and amendment agreement dated
Feb. 23, 2009, with Wachovia Bank National Association, as agent
for the Debtors' prepetition secured lenders.

Proceeds of the DIP facility will be used to (i) pay for cost,
expenses and fees in connection with the existing loan agreement
and (ii) other proper corporate purposes in accordance with the
budget in accordance to the DIP agreement.

The salient terms of the DIP agreement are:

Borrowers:            Ritz Camera Centers Inc. and non-debtor Ray
                      Enterprises LLC.

Lenders Agents:       Wachovia Bank National Association

Commitment:           $85 million subject to the borrowing base,
                      other terms and conditions of the DIP
                      agreement and final approval of the lenders
                      of the increased maximum credit of
                      $85 million

DIP Facility Fee:     $1,700,000 or 2% of the maximum amount.

Unused Line Fee:      0.50% per annum.

Letter of Credit Fee: 3% per annum.

Closing Fee:          $1,500,000.

Servicing Fee:        $5,000 per month.

Interest Rate:        Prime Rate Loans, a rate equal to the Prime
                      plus 3.75%, and as to Eurodollar Rate
                      Loans, a rate equal to the adjusted
                      Eurodollar Rate plus 4%.

Maturity:             The earliest of: (i) Feb. 28, 2010; (ii)
                      the date of confirmation of a plan of
                      reorganization or liquidation for Ritz
                      in the chapter 11 case; or (iii) the
                      consummation of the sale or sales of all
                      of Ritz's assets and properties or of all
                      equity interests in Ritz, among other
                      things.

To secure their DIP obligation, the lenders will be granted
superpriority administrative expense claim status having priority
in right of payment over any and all other obligations,
liabilities and indebtedness of Debtor.

The DIP facility is subject to carve-outs to pay professional fees
and expenses incurred in the Chapter 11 case capped at
$2 million, subject to the terms and conditions set forth in the
DIP agreement, and unpaid fees of the clerk of the bankruptcy
court and the U.S. Trustee.

The Debtor will present on March 19, 2009, at 2:00 p.m., the
motion to the Court to consider final approval.  Objections, if
any, are due March 12, 2009.

                     Prepetition Indebtedness

In October 2007, the Debtors entered into a new $200 million
revolving credit facility agreement with Wachovia Capital Markets
LLC, as sole lead arranger, manager and bookrunner; The CIT
Group/Business Credit Inc. as documentation agent; and Bank of
America N.A. and Wells Fargo Retail Finance LLC, as co-syndication
agents.  As of Dec. 31, 2008, Wachovia Bank National Association
was acquired by Wells Fargo & Company.

The loan agreement also was executed by Ray Enterprises LLC, a
company whose sole member is Ritz Camera, as a co-borrower.  Ray
Enterprises, who used to provide photographic supplies, has no
assets other than an airplane and unoccupied house.  In addition,
Mufungo LLC, a wholly-owned by Ritz Camera, also executed a
guaranty to ensure the obligations of Ritz Camera and Ray.  As
of their bankruptcy filing, the Debtors owe $47.7 million in
revolving credit under the loan agreement and $6,819,000 in
letter of credit obligations, for a total of $54.5 million.

Furthermore, the Debtor owed approximately $13.0 million under a
certain series of subordinated debentures issued in January 1995
to certain parties.

A full-text copy of the Debtors' ratification and amendment
agreement dated Feb. 23, 2009, is available for free at:

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


SANITARY AND IMPROVEMENT: Voluntary Chapter 9 Case Summary
----------------------------------------------------------
Debtor: Sanitary and Improvement District 452
          of Douglas County, Nebraska
        c/o Dennis P. Hogan, III
        10250 Regency Cir., Suite 300
        Omaha, NE 68114

Bankruptcy Case No.: 09-80404

Type of Business: The Debtor is the sanitary and improvement
                  District of Douglas County, Nebraska

Chapter 9 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Mark James LaPuzza, Esq.
                  Pansing Hogan Ernst Bachman
                  10250 Regency Circle, Suite 300
                  Omaha, NE 68114
                  Tel: (402) 397-5500
                  Fax: (402) 397-4853
                  Email: mjlbr@pheblaw.com

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

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/neb09-80404.pdf

The petition was signed by Stanley L. Teutsch, trustee of the
district.


SARKIS NMN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sarkis NMN Gumrikyan
        533 Myrtle St.
        Glendale, CA 91203
        Tel: (818) 606-6016

Bankruptcy Case No.: 09-14058

Chapter 11 Petition Date: February 24, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter and Brent
                  23801 Calabasas Rd., Ste. 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  Email: mr.aloha@sbcglobal.net

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/cacb09-14058.pdf

The petition was signed by Sarkis NMN Gumrikyan.


SENSATA TECHNOLOGIES: Poor Credit Metrics Cue Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Sensata
Technologies B.V. -- Corporate Family and Probability of Ratings
to Caa2 from B3.  The speculative grade liquidity rating is
lowered to SGL-3 from SGL-2.  The outlook is changed to negative
from stable.

The downgrade reflects the economic downturn and an expectation of
further erosion in Sensata's credit metrics due to the
deterioration in its sensors and controls businesses.  The
company's liquidity profile is also under stress.  The global
automotive industry, from which the company earns about 50% of its
total revenues and is the main driver of Sensata's sensors
business, is undergoing a severe global contraction and Moody's
believes that it will remain weak at least through 2009.

Additionally, the anemic U.S. economy is negatively impacting the
telecommunications and domestic housing markets, important source
of revenues for Sensata's controls business.  Operating margins
are likely to come under more pressure as the company takes
restructuring charges to right size its businesses and experiences
reduced demand.  The EBITA margin for 4Q08 declined to 16.5% from
19.5% for the prior quarter and free cash flow to debt was 0.4%
versus 2.9% for the same periods (all ratios adjusted per Moody's
methodology).

Sensata is pursuing restructuring initiatives and working capital
improvements, attempting to minimize the negative impact of this
downturn on its revenues, operating margins and cash generation.
The company has idled plant operations and reduced staffing in
excess of 25% in 2008 with further staffing reductions already
announced for 2009.  Notwithstanding these efforts, Sensata's
operating performance is likely to trend towards credit metrics
that were previously identified by the rating agency as being
potentially in-line with a lower rating.  Such a metric includes
debt/EBITDA approaching 10.0x (adjusted per Moody's methodology).

Moody's also lowered Sensata's speculative grade liquidity rating
to SGL-3 from SGL-2 due to the likely erosion of the company's
liquidity profile resulting from the business deterioration.
Moody's believes that the company will maintain an adequate
profile over the next twelve months even though cash generation
will be below prior expectations.  Sensata's ability to meet its
leverage covenant obligation is less certain, especially as the
leverage covenant ratio tightens at 4Q09.  As of February 11, 2009
the company had approximately $131.7 of cash and about
$118.9 million of availability under its revolving credit
facility.

These ratings/assessments were affected by this action:

  -- Corporate family rating lowered to Caa2 from B3;

  -- Probability of default rating lowered to Caa2 from B3;

-- Senior secured credit facility lowered to B3 (LGD2, 29%)
   from B1 (LGD2, 28%);

  -- $450 million senior unsecured notes due 2014 lowered to Caa3
     (LGD5, 75%) from Caa1 (LGD5, 73%);

  -- EUR141 million senior subordinate notes due 2014 lowered to
     Ca (LGD6, 91%) from Caa2 (LGD6, 90%).

  -- EUR245 million senior subordinate notes due 2016 lowered to
     Ca (LGD6, 91%) from Caa2 (LGD6, 90%); and,

The company's speculative grade liquidity rating lowered to SGL-3
from SGL-2.

The last rating action was on July 28, 2008 at which time Moody's
affirmed the B3 Corporate Family Rating.

Sensata Technologies B.V., incorporated under the laws of The
Netherlands and headquartered in Attleboro, Massachusetts, designs
and manufactures sensors and electronic controls.  Sensata is a
global designer, manufacturer, and marketer of customized and
highly-engineered sensors and control products.  Revenues for FY08
totaled about $1.4 billion.


SPECTRUM BRANDS: Moody's Withdraws Ratings on Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Spectrum
Brands because it filed for bankruptcy protection.  As of
September 30, 2008, Spectrum had approximately $2.5 billion of
rated debt on its balance sheet.

These ratings are withdrawn:

  -- Corporate family rating at Caa3;

  -- Probability of default rating at D;

  -- $700 million 7.375% senior subordinated bonds due 2015 at Ca
     (LGD4, 62%);

  -- $350 million variable rate toggle senior subordinated notes
     due 2013 at Ca (LGD4, 62%);

  -- $1.55 billion senior secured credit facility due 2013 at B2
     (LGD 2, 11%)

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc., is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control.  Spectrum reported
sales of $2.7 billion for the year ended September 2008.


TARRAGON CORP: Can Hire Travis Wolff as Independent Auditors
------------------------------------------------------------
Tarragon Corporation and its debtor-affiliates obtained final
approval from the U.S. Bankruptcy Court for the District of New
Jersey to employ Travis Wolff & Company, LLP as independent
auditors and accountants.

Travis is expected to:

   a) audit of the Debtors' consolidated financial statements as
      of and for the year ended Dec. 31, 2008;

   b) audit of the Debtors' internal control over financial
      reporting;

   c) review of the Debtors' interim financial statements for the
      third quarter of 2008 and Form 10Q; and

   d) preparation of Federal and State consolidated corporate and
      all related partnership tax returns for the fiscal and
      calendar year 2008, as well as any other returns for
      subsequent periods that must be filed during these
      proceedings.

Richard Sowan, a partner in the firm of Travis Wolff & Company,
LLP told the Court that Travis will be paid in accordance with
usual and customary rates.  Travis' hourly billing rates are:

     Partners                           $350 - $470
     Managers                           $240 - $260
     Seniors                            $195 - $220
     Staff                              $150 - $165
     Administration                         $80

Mr. Sowan added that during the 90-day period before the Filing
Date, Travis received the sum of $36,708 from the Debtors for
contemporaneous services rendered and disbursements and
other charges incurred, all in accordance with the terms and
conditions of the Debtors' prepetition engagement agreement with
Travis.  As a result of the payments, Travis does not hold
any claim against the Debtors for pre-petition services rendered.

Before the Filing Date, the Debtors provided Travis with a
retainer of $87,050.

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

                     About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TARRAGON CORP: Taps GrayRobinson as Special Litigation Counsel
--------------------------------------------------------------
Tarragon Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ GrayRobinson, P.A., as special litigation counsel.

GrayRobinson is expected to continue to provide legal services to
certain Debtors, and affiliates, to include, without limitation,
legal services in connection with these matters:

   a. In re: Soares Da Costa Construction Services, LLC v. Balsam
      Acquisitions, LLC, Alta Mar Development LLC and Tarragon
      Development Corporation; American Arbitration Case
      No. 50 110 S00346 06;

   b. Waterstreet at Celebration Condominium Association, Inc. v.
      Celebration Tarragon, LLC, et al; Case No. 2008-CA-001486-
      CI, Ninth Judicial Circuit, Osceola County, Florida;

   c. Soares Da Costa Construction Services, LLC v. Alta Mar
      Development, LLC, et al; Case No. 07-CA-005815, Twentieth
      Judicial Circuit, Lee County, Florida;

   d. Tarragon Stoneybrook Apartments, LLC v. Summit Contractors,
      Inc., et al; Case No. 2006-CA-Ol0888, Ninth Judicial
      Circuit, Orange County, Florida;

   e. T. C. T. Corp., d/b/a Tamiami Carpet Interiors v. Soares Da
      Costa Construction Services, LLC, et al; Case No. 07-CA-
      2788-I, Twentieth Judicial Circuit, Lee County, Florida;

   f. Goshorn Plumbing, Inc. v. Alta Mar Development LLC, et al;
      Case No. 07-CA-007856, Twentieth Judicial Circuit, Lee
      County, Florida;

   g. Rice Insulation and Glass, Inc., v. Alta Mar Development,
      LLC, et al; Case No. 07 -CC-002081; Twentieth Judicial
      Circuit, Lee County, Florida;

   h. Hannula Landscaping, Inc. v. Alta Mar Development, LLC, et
      al; Case No. 07-CC-002409; Twentieth Judicial Circuit, Lee
      County, Florida;

   i. Graybar Electric Company, Inc., v. Alta Mar Development,
      LLC, et al; Case No. 06-CA-002654, Twentieth Judicial
      Circuit, Lee County, Florida;

   j. Safeco Insurance Company of America v. Tarragon
      Corporation; Case No. 2:07-cv-760-FtM-29DNF; l;. District
      Court, Middle District of Florida, Ft. Myers Division;

   k. R.I. Windsor, Ltd. v. Summit Contractors, Inc., et al; Case
      No. 16-2008-CA-004846, Fourth Judicial Circuit, Duval
      County, Florida;

   l. The Hamptons at Metrowest Condominium Association, Inc. v.
      Park Avenue at Metrowest, Limited; Case No. 2008-CA-14791,
      Ninth Judicial Circuit, Orange County, Florida;

   m. Thomas P. Hoffman v. Park Avenue at Metrowest Limited a/k/a
      The Hamptons at Metrowest, et al; Case No. 2008-CA-30249,
      Ninth Judicial Circuit, Orange County, Florida;

   n. Lymarie Rodriguez v. Tarragon Corporation, et al; Case No.
      48-2008-ca-016343-0; Ninth Judicial Circuit, Orange County,
      Florida; and

   o. Raymond K. Hampson v. Alta, Mar Development, LLC, et al;
      Case No. 08-CA-001312, Twentieth Judicial Circuit, Lee
      County, Florida.

Kevin P. Kelly, Esq., a shareholder of the GrayRobinson, P.A.,
tells the Court that professionals who will be providing services
and their hourly rates are:

     Kevin P. Kelly         $300
     Mario Romero           $275
     Trevor Arnold          $290
     Jeffrey D. Keiner      $400
     Scott R. Lilly         $275
     Lissa Bealke           $125
     Janice L. Stewart      $125
     April Stringer         $125
     Joshua Bachman          $75

Mr. Kelly adds that during the 90 day period before the Filing
Date, GrayRobinson received the sum of $647,738 from the Debtors
for services rendered and disbursements and other charges incurred
in the fifteen matters, of which $371,334 is related to the final
evidentiary hearing in the Pending Arbitration Proceeding which
commenced Nov. 3, 2008.

The Debtors owe the Firm the amount of $68,548 for pre-petiton
services provided to or on behalf of the Debtors.  As of the date
of the petition, and continuing through the date of this
Declaration, the Firm maintains and possesses a pre-petition
security retainer balance in the amount of $110,772.  The Firm
seeks authority to exercise its rights of set-off against the pre-
petition security retainer to satisfy the Debtors' obligations for
pre-petition services, and to further maintain the resulting
balance of$42,223 as a post-petition security retainer.

Mr. Kelly assures the Court that GrayRobinson is a "disinterested
person" as that term is defined in Section 101(14) of Bankruptcy
Code.

Mr. Kelly can be reached at:

     GrayRobinson, P.A.
     301 East Pine Street, Suite 1400
     Orlando, 32801
     Tel: (407) 843-8880
     Fax: (407) 244-5690

                     About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TELESAT CANADA: Moody's Affirms Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service affirmed Telesat Canada's B2 corporate
family rating, B2 probability of default rating and stable
outlook.  At the same time, related instrument ratings were also
affirmed.  The affirmations of Telesat's B2 CFR reflect Moody's
view that the company's strong underlying business fundamentals
have been fully exploited by way of a very substantial debt load
and accompanying interest burden, implying that cash flow growth
is required to substantiate the existing rating.  In 2008, after
adjusting for the fact that a portion of Telesat's revenues have
been deferred, and therefore, a portion of EBITDA is non-cash, the
company's interest obligations consume nearly 55%-to-60% of its
cash EBITDA.  A sizeable cash deficit will result as capital
spending on new satellites is incurred.  However, cash flow is
expected to expand in 2009 given recent and pending new satellite
commissioning.  While credit protection measures should normalize
as this occurs, no significant improvement beyond the existing
rating level is expected within the rating horizon.  Consequently,
key ratings' influences for the foreseeable future will relate to
the company's ability to grow its cash EBITDA stream and financing
arrangements to fund the near term cash flow shortfall (see below
re financial covenant step-down).

Presuming that the short-term issues are successfully addressed
(see below re financial covenant step-down), longer term ratings'
influences will migrate to the company's ability to self-fund
replacement of and addition to its existing satellite
constellation while concurrently providing adequate returns to its
capital providers (including interest on debt capital).  At this
juncture, there is no clarity concerning the company's ability to
become self-funding.

With no sizable near-term debt maturity, modest amount of cash on
hand and full access to an un-drawn committed revolving credit
facility, liquidity over the next 4 quarters is assessed as being
adequate and the SGL-3 liquidity rating is affirmed.  Moody's
notes, however, that significant step-downs in financial
maintenance covenants in the 2nd half of 2010 may erode covenant
cushion materially in the absence of rapid EBITDA growth.

Ratings actions and loss given default assessment adjustments:

Issuer: Telesat Canada

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1,
     with the LGD assessment revised to LGD5, 83% from LGD5, 82%

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at
     Caa1, with the LGD assessment revised to LGD6, 94% from LGD6,
     95%

Outlook actions

Issuer: Telesat Canada

  -- Unchanged at Stable

Moody's most recent rating action related to Telesat was taken on
June 13, 2008, at which time Moody's affirmed the company's B2
corporate family rating and probability of default rating while
assigning ratings to new debt instruments being issued to replace
equivalently sized bridge loans availed as part of a financing
package rated by Moody's at the time of the company's earlier
leveraged buyout in October 2007.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV Inc.


TRAVELCLICK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Schaumburg, Illinois-based TravelCLICK
Holdings Inc., and revised the rating outlook to stable from
positive.  The outlook revision reflects vulnerability to
continued economic and travel industry weakness.

"The rating reflects the company's leveraged financial profile,
relatively modest revenue and EBITDA base, and narrow business
profile," said Standard & Poor's credit analyst Martha Toll-Reed.
These factors are offset only partially by moderate barriers to
entry and positive free cash flow generation.

TravelCLICK provides marketing and inventory distribution
solutions to independent and chain hotels.  The company's
advertising solutions and customized market intelligence are
derived from its data-sharing relationships with the four major
global delivery system platforms used by the vast majority of
travel agents making hotel reservations.  Because of relationship
agreements with the major GDS providers, S&P believes the company
maintains strong competitive positions in these niche segments of
the travel industry.  The current rating incorporates S&P's
assumption that the company will preserve its contractual
agreements with the GDS providers.  In addition, TravelCLICK,
with approximately 5,600 users of its proprietary central
reservation system platform, has about a 20% share of the
outsourced reservation systems market, making it the second-
largest provider.


TRANSIT TELEVISION: Files for Chapter 7 Liquidation
---------------------------------------------------
Transit Television Network, LLC, and Transit Television Network
California, LLC, have filed separate voluntary petitions for
relief under Chapter 7 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.
Transit Television Network has closed.

Parent company Torstar Corporation expects to take a charge in the
fourth quarter of approximately $1.5 million related to Transit
Television Network.

The Canadian Press relates that Torstar said in 2008 that it had
struck a deal to sell Transit Television Network to IdeaCast,
saying that IdeaCast had an option to purchase the network in the
second quarter of 2008 in a share swap deal that would see Torstar
acquire a stake in IdeaCast.  The Canadian Press relates that
Torstar still owns Transit Television Network.

Transit Television Network -- http://www.transitv.com/-- is North
America's biggest transit-based digital advertising network
operator.  The company has installed and operates digital ad
technology on the transit systems in Los Angeles, Chicago,
Atlanta, Milwaukee, and Orlando, Florida.  Transit Television
provides advertising on 8,500 television screens and is seen by
more than 500 million riders a year on nearly 4,000 vehicles.


TREVOR SPEARMAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Trevor Spearman
        45 Eton Road
        Thornwood, NY 10594

Bankruptcy Case No.: 09-22253

Chapter 11 Petition Date: February 24, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Anne J. Penachio, Esq.
                  Penachio Malara LLP
                  235 Main Street
                  Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  Email:
apenachio@pmlawllp.com;penachio.anne@gmail.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/nysb09-22253.pdf

The petition was signed by Trevor Spearman.


TRIBUNE CO: Hartford Courant to Cut 100 Jobs
--------------------------------------------
Tribune Co.'s Hartford (Conn.) Courant said it is eliminating
about 100 jobs this week, mostly by layoffs, as the longtime slide
in advertising revenue gains speed in 2009.

The cuts, according to the newspaper, include about 30 writing,
editing and news support positions, bringing the news staff to
135, down from 235 at the start of 2008. With the layoffs, the
newspaper will no longer have a reporter assigned to Washington,
D.C.

According to Bloomberg, The Courant, with average weekday
circulation of about 164,000, was to notify employees this week.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRINSUM GROUP: Files for Chapter 11 Bankruptcy After No Earnings
----------------------------------------------------------------
Crain's New York Business reports that Trinsum Group has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York.

According to Crain's New York, Trinsum has operated for two years.
It was created in January 2007 by the merger of international
consulting firm Marakon Associates with Integrated Finance
Limited, an investment bank that counted ACE Limited and BNP
Paribas among its investors, the report states.  Trinsum promised
to "fill the gap" between management consulting and investment
banking by using financial science, according to the report.

Trinsum, says Crain's New York, started out well, earning
$5.2 million in 2006.  Court documents say that Trinsum's earnings
declined to $3.4 million by 2007, and in 2008 it reported zero
earnings.

Trinsum, according to court documents, listed $15.8 million in
liabilities and $1.2 million to $1.1 million in assets, the value
of a patent for investment management software program SmartNest.

Court documents say that all of the officers terminated employment
with Trinsum in 2008, including:

     -- Roberto Mendoza, who served as chairperson; and

     -- Peter Hancock, who was in charge of Trinsum's strategic
        risk management practice.

New York-based Trinsum Group -- http://www.trinsum.com/-- is a
holding company whose portfolio comprises: Marakon - International
strategy and management consulting firm; SmartNest(R) - Patent-
pending, technology-enabled investment-management platform; and an
interest in QFR Victoria, a global macro/relative value bias
private investment fund.  The company advises major corporations
including Cardinal Heath, Xerox, Roche, Barclays and Gillette.
The company has offices in New York, Chicago, London, Singapore
and Tokyo and owns interests in and provides services to clients
through its subsidiaries around the globe.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2009 (Bankr. S.D. N.Y. Case No. 09-10394).  Gerard R.
Luckman, Esq., at Silverman Acampora, LLP, assists the company in
its restructuring effort.  The company listed $1 million to
$10 million in assets and $50 million to $100 million in debts.


UNI-MARTS LLC: Receives April 22 Extension to File Plan
-------------------------------------------------------
According to Bloomberg's Bill Rochelle, although Uni-Marts LLC was
unable to complete a bankruptcy court-approved sale of assets, the
U.S. Bankruptcy Court in Wilmington, Delaware, nonetheless
extended the exclusive time for the Debtor to propose a Chapter 11
plan until April 22.

The sale was cancelled after the buyer was unable to secure
financing.

Uni-Marts LLC is contacting other potential buyers to see if there
is an interest in another sale transaction, Bloomberg said in an
earlier report.  The company is also evaluating the sale of
individual stores and a stand-alone reorganization.

                        About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice 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 Blank Rome LLP as its
counsel.


VINDOM PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Vindom Properties LLC
        8533 East Overlook Drive
        Scottsdale, AZ 85255

Bankruptcy Case No.: 09-03063

Debtor-affiliate filing separate Chapter 11 petition on
February 24, 2009:

   Entity                          Case No.
   ------                          --------
Vintage Villas Holdings, L.L.C.    09-03074

Type of Business: Vindom Properties LLC is a single-asset,
                  real estate debtor.

Chapter 11 Petition Date: February 23, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Dean M. Dinner, Esq.
                  Nussbaum & Gillis
                  14500 N. Northsight Blvd., Suite 116
                  Scottsdale, AZ 85260-0001
                  Tel: (480) 609-0011
                  Email: ddinner@nussbaumgillis.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/azb09-03063.pdf

The petition was signed by Paul Hochhauser, managing member of the
company.


VISTEON CORP: Posts $663 Million Net Loss for 2008
--------------------------------------------------
Visteon Corporation on Wednesday announced fourth-quarter and
full-year 2008 results.  For fourth quarter 2008, Visteon reported
a net loss of $328 million on sales from continuing operations of
$1.7 billion.  For fourth quarter 2007, Visteon reported a net
loss of $43 million on sales of $2.9 billion.  For the full year
2008, Visteon reported a net loss of $663 million on sales of $9.5
billion compared with a net loss of $372 million on sales of $11.3
billion for full year 2007.

"Visteon's financial results for the fourth quarter 2008 were
significantly affected by the global economic slowdown as
automakers quickly reduced production levels in nearly every
market," said Donald J. Stebbins, chairman and chief executive
officer.

Visteon continues to execute cost-reduction actions in response to
the current market conditions beyond those associated with the
previously announced three-year improvement plan.  These
additional cost-reduction actions include global salary and hourly
workforce reductions, shortened work weeks, temporary reductions
in pay, elimination of 401(k) matching and merit increases, along
with other cost-saving measures.

Additionally, during 2008 Visteon completed the remaining
restructuring activities under its three-year improvement plan,
bringing the total number of completed actions to 30.  These
actions were completed ahead of schedule, at lower cost, and with
greater savings than initially planned.

"The restructuring actions completed under the three-year
improvement plan have resulted in significant diversification of
our business across customers and regions, which makes Visteon an
important partner during these extremely difficult market
conditions," added Mr. Stebbins.

Visteon's fourth-quarter product sales were more diversified among
customers than any previous quarter.  Approximately 30% of fourth
quarter product sales were to Ford Motor Co., while Hyundai-Kia
accounted for 28%.  Renault-Nissan and PSA/Peugeot-Citroen each
accounted for about 6% of sales.  On a regional basis, Europe and
Asia Pacific each accounted for about 35% of total product sales,
with North America accounting for 22% and the balance in South
America.

For fourth quarter 2008, total sales were $1.65 billion, Visteon
said.  The company experienced lower sales in each of the major
regions in which it operates, reflecting decreased production
volumes by all customers as vehicle sales declined in response to
global economic conditions.

For the full year 2008, Visteon's sales from continuing operations
were $9.54 billion, including $9.1 billion of product sales.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

As of Dec. 31, 2008, Visteon had cash balances totaling
$1.18 billion and total debt of $2.76 billion, which included
$75 million drawn on the company's asset-based U.S. revolving
credit facility and $92 million outstanding under its European
receivables securitization facility.  The company drew
$30 million under the asset-based U.S. revolving credit facility
on Jan. 28, 2009, which exhausted substantially all of the current
availability under these facilities, taking into account letters
of credit issued under the U.S. facility.

Visteon's European receivables securitization facility was amended
as of Oct. 30, 2008, to provide for both additional availability
and flexibility under the structure.  The amendment resulted in
the inclusion of the facility on the company's consolidated
balance sheet as of Dec. 31, 2008.  The consolidation of this
facility affected Visteon's receivable and debt balances, with no
impact on cash.

Additionally, the escrow account used to fund restructuring
actions totaled $68 million at Dec. 31, 2008.

"Visteon has won nearly $2.7 billion in new business over the past
three years," Mr. Stebbins said.  "During 2008, we saw many
automakers reassess their future product offerings, and defer or
cancel certain product programs in light of the economic
conditions affecting their markets.  Consequently, the level of
new business pursuits has been less than in past years.  However,
despite the present environment, our continued success in winning
and retaining business from customers around the world speaks to
the strength of Visteon's product capability and global
engineering and manufacturing footprint."

Visteon is not providing guidance for future periods. In addition,
Visteon is assessing the impact to the global automotive industry
of the restructuring plans submitted to the U.S. Department of the
Treasury on Feb. 17, 2009, by General Motors Corp. and Chrysler
LLC, as well as other global original equipment manufacturer
actions and announcements, and the related implications to
Visteon's business plans and liquidity.  The continued downturn in
the global automotive industry, combined with restrictive credit
markets, has had and is expected to have an adverse impact on the
company's financial results, cash flows, and liquidity.  As a
result, Visteon cannot assure that it will remain in compliance
with the terms of its outstanding debt instruments.  Visteon
continues to explore options to address future liquidity needs,
including administrative reductions, delaying capital
expenditures, curtailing, eliminating or disposing of substantial
assets or operations, or undertaking other significant
restructuring measures.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Visteon Corporation's balance sheet at Sept. 30, 2008, showed
total assets of US$5.9 billion and total liabilities of
US$6.4 billion, resulting in shareholders' deficit of roughly
US$530 million.

The company reported a net loss of US$188 million on total sales
of US$2.11 billion.  For third quarter 2007, Visteon reported a
net loss of US$109 million on sales of US$2.55 billion.  Visteon
reported a net loss of US$335 million for the first nine months of
2008, compared with a net loss of US$329 million for the same
period a year ago.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.

                    Bankruptcy Filing Imminent

Speculations of a bankruptcy filing abound at Visteon.  As
reported by the Troubled Company Reporter, citing The Wall Street
Journal, the embattled autoparts maker has reportedly brought in
Kirkland & Ellis LLP as bankruptcy counsel and Rothschild Inc. as
financial adviser to prepare for a possible bankruptcy filing.
According to the Journal's John D. Stoll and Jeffrey McCracken,
people familiar with the matter said that Visteon and its advisers
are studying whether it should file for bankruptcy pre-emptively
to conserve its cash.


WATER STREET REALTY: Files for Chapter 11 in Manhattan
------------------------------------------------------
Water Street Realty Group LLC filed for bankruptcy protection
before the U.S. Bankruptcy Court for the Southern District of New
York on February 24.

According to Bloomberg News, the Company, in its Chapter 11
petition, disclosed General Electric Capital Corp. is listed as
the largest unsecured creditor, with a "disputed" claim of $22.35
million.  Broadway Bank also has an unsecured claim of $20
million.

Water Street Realty Group LLC, based in Bronx, New York, owns
a 12-story, 52-unit condominium development at 133 Water
Street in Dumbo, short for Down Under the Manhattan Bridge
Overpass.  The building was bought by Water Street Realty for
$17.3 million in August 2006, Bloomberg said, citing a March 2007
blog on the real estate Web site http://www/Brownstoner.com

The Company filed for Chapter 11 on February 24 (Bankr. S.D. N.Y.
Case No. 09-10832).  Avrum J. Rosen, Esq., at The Law Offices of
Avrum J. Rosen, PLLC, in New York, serves as bankruptcy counsel.
The Company disclosed assets of $20,013,000 and debts of
$30,350,000.


WELLMAN INC: CIT Announces $35 Million Exit Financing
-----------------------------------------------------
CIT Group Inc. said it provided financing to Wellman, Inc., a
manufacturer of packaging resin used in plastic beverage bottles
and other food packaging, to facilitate the company's exit from
Chapter 11 bankruptcy.  CIT served as sole lead arranger in
providing a $35 million senior secured credit facility to support
Wellman's restructuring.  Financing for the deal was arranged by
CIT Commercial & Industrial through CIT Bank, a Utah state bank.
Terms of the transaction were not disclosed.

As reported by the Troubled Company Reporter on February 2, 2009,
Wellman completed the necessary requirements to emerge from
bankruptcy and has filed a "Notice of Effective Date" with the
Bankruptcy Court for the Southern District of New York.  Wellman
has emerged as a private company with Sola, Ltd. and BlackRock
Financial Management, Inc. investing $35 million in exchange for
50% of the voting power of Reorganized Wellman.  The remaining 50%
voting power has been provided to the old first and second lien
holders in consideration for extinguishing their prepetition debt.

The $35 million revolving credit facility with CIT is secured by a
first lien on substantially all of Wellman's assets.  Reorganized
Wellman will use the proceeds from the Plan Sponsors and exit
facility to repay amounts borrowed under its Debtor in Possession
Credit Agreement, pay certain deferred financing fees,
administrative expenses, priority claims, cure payments and
professional fees.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  Judge Stuart Benstein later confirmed Wellman
Inc.'s plan, as reported by the Troubled Company Reporter on
January 13, 2009.  First-lien creditors get an estimated 30% of
their claims while second-lien holders will get an estimated 10%
under the plan.  Moreover, under the plan, the first and second
lien holders will receive Third Lien Convertible Notes in the
reorganized company in exchange for their prepetition claims.
These Notes can be converted into 50% of Reorganized Wellman.  The
Plan Sponsor, SOLA LTD, will provide the Company with $35 million
in cash in exchange for $40 million of Second Lien Convertible
Notes.  These Notes can be converted into 50% of Reorganized
Wellman.

"Our expertise in both the chemicals industry and asset-based
lending enabled us to provide Wellman with the financing required
to meet the tight deadline of their bankruptcy proceeding," said
John Andrews, Managing Director, CIT Commercial & Industrial -
Chemicals, Plastics & Materials. "Wellman undertook a significant
restructuring of the company during their Chapter 11. CIT was
pleased to provide the funding necessary to support Wellman's
management in executing their strategic plan as they exit
bankruptcy."

Mark Ruday, Chief Executive Officer of Wellman, said, "Wellman
needed to act quickly to complete its restructuring and CIT
provided the critical financing necessary to make that happen. CIT
knew our industry which enabled them to streamline the lending
process and design the credit facility to accommodate our needs
and meet their investment criteria."

                             About CIT

CIT Group Inc. (CIT) -- http://www.cit.com/-- is a bank holding
company with more than $60 billion in managed assets that provides
financial products and advisory services to small and middle
market businesses. Operating in more than 50 countries across 30
industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide.  CIT maintains leadership positions in aerospace,
equipment and rail leasing, small business and middle market
lending, vendor financing and factoring.  Founded in 1908 and
headquartered in New York, CIT is a member of the S&P 500 and
Fortune 500.

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represented the Debtors.  Lazard Freres & Co., LLC, acted as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was retained as the Debtors' chief
restructuring advisor.

The United States Trustee for Region 2 appointed seven members to
the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, served as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., served as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  Debtor-
affiliates Fiber Industries Inc., Prince Inc., and Wellman of
Mississippi Inc., listed assets between $100 million and
$500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Bankruptcy Creditors' Service, Inc. publishes Wellman Bankruptcy
News.  The newsletter tracks the chapter 11 case of Wellman Inc.
and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


WESTCHESTER CLO: Moody's Downgrades Ratings on Various Notes
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Westchester CLO, Ltd.:

  -- U.S. $142,500,000 Class A-1-B Floating Rate Senior Secured
     Extendable Notes due 2022, Downgraded to Baa1, on review for
     possible downgrade; previously on May 31, 2007 Assigned Aaa;

  -- U.S. $80,000,000 Class B Floating Rate Senior Secured
     Extendable Notes due 2022, Downgraded to Ba1, on review for
     possible downgrade; previously on May 31, 2007 Assigned Aa2;

  -- U.S. $53,500,000 Class C Floating Rate Senior Secured
     Deferrable Interest Extendable Notes due 2022, Downgraded to
     B1, on review for possible downgrade; previously on May 31,
     2007 Assigned A2;

  -- U.S. $36,000,000 Class D Floating Rate Senior Secured
     Deferrable Interest Extendable Notes due 2022, Downgraded to
     Ca; previously on May 31, 2007 Assigned Baa2;

  -- U.S. $37,500,000 Class E Floating Rate Senior Secured
     Deferrable Interest Extendable Notes due 2022, Downgraded to
     Ca; previously on May 31, 2007 Assigned Ba2;

According to Moody's, the rating actions taken on the notes are a
result of applying Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The actions also reflect
consideration of 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), an increase in the dollar amount of defaulted
securities, an increase in the proportion of securities from
issuers rated Caa1 and below, and failure of the Class D and Class
E Overcollateralization Tests.

The Class A-1-B, Class B and Class C Notes remain on review for
possible downgrade due to the high concentration of CLO tranches
in the underlying portfolio.  The revised default assumptions for
corporate credits in CLOs will likely impact the ratings of these
underlying CLO tranches.


* Moody's: Recovery Rates on Defaulted Debt to Fall This Year
-------------------------------------------------------------
Recovery rates for defaulted debt were higher than average in
2008, but that is very unlikely to recur in 2009 given the wave of
corporate defaults anticipated this year, according to Moody's
Investors Service.

"2008 was the end of a benign cycle in recovery rates," said David
Keisman, Senior Vice President at Moody's. "In 2009, the rising
default rate and structural characteristics like covenant-lite and
bank-debt-only capital structures will drive recoveries
substantially lower."

Historically, recovery rates fall as the default rate rises,
because there is more defaulted debt for investors to choose from,
driving down the price they are willing to pay to current
debtholders.

Although the U.S. economy was in recession for much of 2008, the
recovery rates were consistent with the historical results from
Moody's Ultimate Recovery database, which tracks corporate
defaults going back to 1987, according to the ratings agency.

"Higher-than-average recovery rates in 2008 were counterintuitive
considering that it was a recession year," Keisman said. "But
ultimate recovery rates are much more correlated with speculative-
grade default rates than they are with changes in GDP."

The speculative-grade default rate for 2008 was 4.13%, which is
just below the 1983--2008 average annual default rate of 4.4%.
Moody's default rate forecasting model now projects that the
speculative-grade default rate will reach a peak of 16.4% in
November 2009. Given this significant increase over 2008, Moody's
expects this year will be the beginning of a new cycle of lower
recovery rates.

The average family/corporate recovery rate (bonds and loans
combined) was 63% in 2008, compared with a 53% average for 1987 to
2008. Investors recovered 87% on defaulted bank loans in 2008,
according to a Moody's study of 20 companies that emerged from
default last year, compared with an historical bank loan recovery
rate of 83% between 1987 and 2008.

Similarly, recoveries were 70% on senior secured bonds compared
with an historical rate of 64%, and 74% on senior unsecured bonds
compared with just 46% historically. Only subordinated bonds had
lower-than-average recoveries in 2008, at 23% compared with the
historical average 28%.

Looking ahead, there will be more defaults of companies that had
loose covenant protections and debt features such as the "payment
in kind" option that allowed them to pay interest by issuing more
debt rather than paying cash. This will leave less value available
to investors because the finances of those companies deteriorated
while they postponed default. For investors in companies with
bank-debt-only capital structures, recoveries will be pressured by
the lack of subordinated-debt layers that typically protect
recoveries on bank debt.

Moody's is currently monitoring more than 260 defaulted companies
in order to track the expected deterioration in recoveries.


* S&P Corrects Rating on Three Financial Institutions
-----------------------------------------------------
The ratings list in the original version of this article, which
was published on Feb. 24, 2009, contained an incorrect rating for
General Electric Capital Corp.  And omitted the rating changes on
M&T Bank Corp. And Comerica Inc.  A corrected version follows.

Standard & Poor's Ratings Services said that on Feb. 24, 2009, it
lowered issue ratings on 47 U.S.  Financial institutions,
including the majority of rated U.S. banks.

The ratings action came after a review of S&P's issue ratings on
the hybrid capital securities of certain U.S.  Financial
institutions.  S&P did not change any of the counterparty credit
ratings on these companies.

This is a list of parent companies whose hybrid capital issues
(and in some cases, the hybrid capital issues of their
subsidiaries) were downgraded, and the rating changes:

                                              To          From
                                              --          ----
    American Express Co.                      BBB         BBB+
    BancorpSouth Inc.                         BB+         BBB-
    Bank of America Corp.                     BBB+        A
                                              BBB         A-
    Bank of New York Mellon Corp.             A-          A
    BB&T Corp.                                BBB+        A-
    Capital One Financial Corp.               BB+         BBB-
    Citizens Republic Bancorp Inc.            BB-         BB
    Comerica Inc.                             BBB         BBB+
    Cullen/Frost Bankers Inc.                 BBB-        BBB
    Doral Financial Corp.                     CCC         CCC+
    Fifth Third Bancorp                       BBB-        BBB
    First Citizens BancShares Inc.            BB          BB+
    First Horizon National Corp.              BB-         BB+
                                              BB          BBB-
    First Midwest Bancorp Inc.                BB+         BBB-
    General Electric Capital Corp.            AA-         AA+
                                              AA-         AA
    Huntington Bancshares Inc.                BB          BB+
                                              BB+         BBB-
    iStar Financial Inc.                      BB-         BB
    JPMorgan Chase & Co.                      BBB+        A-
    KeyCorp                                   BB+         BBB
    M&T Bank Corp.                            BBB-        BBB
    Marshall & Ilsley Corp.                   BB          BBB-
    National City Corp.                       BBB         BBB+
    National Rural Utilities
    Cooperative Finance Corp.                 BBB         BBB+
    Nelnet Inc.                               BB-         BB
    New York Community Bancorp Inc.           BB-         BB
    Northern Trust Corp.                      A-          A
    Old National Bancorp                      BB          BB+
    PNC Financial Services Group              BBB         BBB+
                                              BBB+        A-
    Popular Inc.                              BB-         BB
    Provident Financial Processing Corp.      BBB         A-
    Regions Financial Corp.                   BBB+        A-
                                              BBB         BBB+
    Sky Financial Group Inc.                  BB          BBB-
    SLM Corp.                                 BB-         BB
    South Financial Group Inc. (The)          BB-         BB
    State Street Corp.                        BBB+        A-
    Susquehanna Bank PA                       BB          BB+
    SVB Financial Group                       BB          BB+
    TCF Financial Corp.                       BB+         BBB-
                                              BB+         BBB+
    Textron Financial Corp.                   BB-         BB+
    U.S. Bancorp                              A           A+
    Union Planters Preferred Funding Corp.    BBB         BBB+
    Valley National Bancorp                   BBB-        BBB
    Webster Financial Corp.                   BB-         BB+
                                              BB          BBB-
    Wells Fargo & Co.                         A           A+
    Wilmington Trust Corp.                    BB+         BBB-
    Zions Bancorp.                            BB+         BBB-

These issues were downgraded, but remain on CreditWatch:

                                  To               From
                                  --               ----
  B.F Saul Real Estate
  Investment Trust                BB-/Watch Pos    BB/Watch Pos


* S&P Says Distress Ratio Declines to 60% in February
-----------------------------------------------------
After hitting the astronomical record high of 85% in December, the
Standard & Poor's distress ratio fell to 60% as of
February 17, said an article published by Standard & Poor's.

Despite receding, the distress ratio is at one of its highest
levels since the series began in October 2002 and is considerably
higher than the 16.9% in February 2008, according to an article.
This runs alongside the recent decline in the speculative-grade
spread, which finished at 1,383 basis points on February 17, down
from 1,514 bps a month earlier.  (Distressed credits are
speculative-grade-rated issues that have option-adjusted spreads
of more than 1,000 bps relative to Treasuries.)

"Alongside a decrease in the distress ratio, the amount of
affected debt fell from the past month's $299 billion to
$260.8 billion in February," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group.  "Based on debt volume,
the finance companies, media and entertainment, and
telecommunications sectors together accounted for 46% of the total
debt outstanding."

Of the 416 rated companies on this month's distressed list, 51%
had either negative outlooks or ratings on CreditWatch with
negative implications.  The outlooks on 42% of the companies were
stable, 4.6% were positive, and 2.4% were developing, while 25%
were rated 'B-' or lower.


* Moody's: Bank FSRs Likely to Experience More Volatility
---------------------------------------------------------
In a new report, Moody's Investors Service provides additional
guidance on the meaning of Moody's bank ratings and how its
ratings methodology operates in the current environment, which is
characterized by continued scarcity of private liquidity and
capital resources and a high degree of government support for the
banking system.

"In our opinion, despite the extended crisis period, senior debt
and deposit ratings for most major banks in advanced economies
remain investment grade, due to the high level of government
support," says Managing Director Gregory Bauer, the report's
author.

"However," he states, "bank financial strength ratings are more
likely to experience increased volatility -- and initially,
downgrades."  Bank financial strength ratings represent Moody's
opinion of a bank's intrinsic safety and soundness and, as such,
they exclude the potential benefit of external support that has
not already been committed.

"In establishing our ratings during this tumultuous period, we
have applied, and will continue to apply, our existing
methodologies to provide a rank ordering of bank credit risks.
However, in the context of the sobering realization that the
market turmoil is deeper and more enduring than was anticipated
only months ago -- and because of the increased dependence of
banks on government support -- we have determined that some
refinements of the weights and relative importance attached to
certain rating factors within our methodologies was warranted,"
says Mr. Bauer.

"[The] comment is part of Moody's process of calibrating our bank
ratings, putting more emphasis on support and on specific drivers
of banks' intrinsic safety and soundness -- such as capital
adequacy and core earnings -- that best reflect the current
realities of this enduring credit crisis," says Mr. Bauer.

"In addition to this announcement," Mr. Bauer says, "we will
continue to refine the analysis that underlies our bank ratings to
reflect the changing role of government support in the financial
crisis."

Over the coming weeks, Moody's will be commenting on two
additional main topics in respect to bank ratings: (i) hybrid
capital instruments and the potential impact if systemic support
is not available for these instruments and (ii) an update relating
to the capacity and willingness of a sovereign to support banks in
local or foreign currency terms.

Regarding the first initiative, Moody's published a Special
Comment in December 2008 and now expects an update on potential
rating implications on bank hybrid capital in the second quarter.
The second methodology review concerns systemic support
assumptions for banks in developing and emerging economies, where
the sovereign ratings remain below the highest rating categories.
Moody's expects to publish an initial comment on support
assumptions over the next few weeks.


* January Existing-Home Sales Fall, Inventory Down
--------------------------------------------------
Existing-home sales declined in January with some buyers waiting
to see how details of the economic stimulus package would affect
them, according to the National Association of Realtorsr. At the
same time, inventories fell to a two-year low.

Existing-home sales - including single-family, townhomes,
condominiums and co-ops - fell 5.3 percent to a seasonally
adjusted annual rate1 of 4.49 million units in January from a
level of 4.74 million units in December, and are 8.6 percent lower
the 4.91 million-unit pace in January 2008.

Lawrence Yun, NAR chief economist, said there was understandable
hesitation by some home buyers. "Given so much stimulus package
discussion in January, some would-be buyers simply sat out for
clarity and certainty on the nature of housing stimulus," he said.
"The housing market will soon get a lift from very favorable
buying conditions - not only from improved affordability, but also
from the stimulus of an $8,000 first-time home buyer tax credit,
and higher conforming loan limits that will allow more people to
tap into 50-year low mortgage rates."

NAR estimates the impact of the stimulus package and lower
interest rates on the housing market to be about 900,000
additional home sales in 2009 compared to conditions before the
stimulus package. Inventory is expected to fall below an 8-month
supply by the year end, which would be consistent with home price
stabilization.

Total housing inventory at the end of January fell 2.7 percent to
3.60 million existing homes available for sale, which represents a
9.6-month supply2 at the current sales pace. Because sales were
down, the January supply is up from a 9.4-month supply in
December.

"The drop in total inventory is an encouraging sign because the
number of homes on the market has declined steadily since peaking
in July 2008, and inventory is at the lowest level in two years,"
Yun said. In January 2007 there were 3.54 million homes for sale.

NAR President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage in Dallas-Fort Worth, said foreclosure
relief needs to be fair. "Though President Obama's foreclosure
relief plan is a step in the right direction with a net positive
benefit for the housing market, serious issues of moral hazard and
fairness need to be better addressed," he said.

"The plan should be wider in scope with equal opportunity for all
rather than targeting specific groups. Responsible homeowners who
have been making payments consistently on time but do not have
traditional refinance options should also qualify for potential
loan modifications," Mr. McMillan said.

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage fell to a record low
at 5.05 percent in January from 5.29 percent in December; the rate
was 5.76 percent in January 2008.

A high prevalence of distressed home sales, and of those in lower
price ranges, has skewed the median price to be markedly lower
than under normal market conditions. The national median existing-
home price3 for all housing types was $170,300 in January, down
14.8 percent from a year earlier when the median was $199,800; the
median is where half of the homes sold for more and half sold for
less.

Mr. McMillan said "we are living in a bifurcated market divided
between distressed sales and traditional homes."

"It appears that in many instances a buyer can get a really good
deal on a distressed sale, although that home may require some
significant effort to bring it up to standard."

A preliminary analysis by NAR suggests that non-distressed
properties are holding their value much better.

"Distressed sales activity appears to be leveling off, although
there are wide differences locally.  For example, close to 80
percent of all sales are either foreclosed properties or short
sales in Santa Ana, Calif., but less than 20 percent in the
Chicago region," Yun said. About a quarter of all inventory is
listed as being distressed, but NAR estimates that distressed
sales - foreclosed or those requiring a lender-mediated short sale
- comprised about 45 percent of all sales in January. "Home buyers
are evidently competing for homes with deep discounts," he said.

Mr. Yun said it will take a while for the stimulus to show in
housing data.  From the time a buyer starts looking for a home
until it is reported as a closed sale can take as long as five
months: a median of 10 weeks to search and make an offer, about 6
weeks to close the transaction and up to 4 weeks to collect and
report the data.  "This means improvement from the economic
stimulus isn't likely to show as closed home sales before summer,
although we may see an earlier lift from lower mortgage interest
rates," he said.

Significant local market variations continue.  "A majority of
markets experienced sales declines of more than 20 percent from a
year ago, but some markets appeared to have reached the tipping
point of accelerating home buying," Mr. Yun said.  "For example,
home sales in Las Vegas have more than doubled with some reports
of multiple bids."

Single-family home sales fell 4.7 percent to a seasonally adjusted
annual rate of 4.05 million in January from a pace of 4.25 million
in December, and are 7.1 percent less than a 4.36 million-unit
level in January 2008.  The median existing single-family home
price was $169,900 in January, which is 13.8 percent below a year
ago.

Existing condominium and co-op sales dropped 10.2 percent to a
seasonally adjusted annual rate of 440,000 units in January from
490,000 units in December, and are 20.3 percent lower than the
552,000-unit level a year ago.  The median existing condo price4
was $174,400 in January, down 20.6 percent from January 2008.

Regionally, existing-home sales in the Northeast dropped 14.7
percent to an annual pace of 640,000 in January, and are 23.8
percent lower than January 2008.  The median price in the
Northeast was $228,200, down 14.7 percent from a year ago.

Existing-home sales in the Midwest fell 5.7 percent in January to
a level of 1.00 million and are 16.7 percent below a year ago. T
he median price in the Midwest was $138,100, which is 6.8 percent
lower than January 2008.

In the South, existing-home sales declined 5.7 percent to an
annual pace of 1.64 million in January, and are 15.9 percent below
January 2008.  The median price in the South was $152,100, down
7.4 percent from a year earlier.

Existing-home sales in the West were unchanged at an annual rate
of 1.20 million in January and are 29.0 percent stronger than a
year ago. The median price in the West was $220,000, which is 25.5
percent below January 2008.


* New Energy Bill to Help Cleantech Firms Avert Bankruptcy
----------------------------------------------------------
With clean technology being a key component of President Obama's
national recovery agenda, the "new energy economy" will inject new
life into opportunities for cleantech investors, producers and
adopters, according to a new report from PricewaterhouseCoopers
LLP, entitled Cleantech Nation: Point of View.  The report
includes findings from the MoneyTree Report, a quarterly survey
produced by PricewaterhouseCoopers and the National Venture
Capital Association, based on data from Thomson Reuters.

According to PwC, rapid delivery of the stimulus plan -- ideally
in the first half of 2009 -- is needed to fill the financing gap
in some cash-starved, capital-intensive, renewable energy and
smart grid projects, and boost venture capital investments.
Venture capital investment in cleantech reached $4 billion in
2008, a 54 percent increase from 2007, with solar remaining the
bright spot.

"At a time when overall economic concerns are tempering growth in
clean technology, we are hopeful that the measures and direction
outlined in the stimulus plan will inject a dose of adrenalin in
the sector," said Tim Carey, PricewaterhouseCoopers U.S. clean
technology Leader.  "Clean technology investors and adopters have
been given some latitude to explore new strategic alliances and
opportunities as they prepare their organizations for the long
term."

The decline of tax equity structured financing in 2008 is
contributing to stalled commercial expansion and pilot-to-
commercial development of cleantech projects.  Swift project
financing from the stimulus plan may help avert potential
bankruptcies and crippling retrenchments through 2009.

Adopters of clean technology are expected to benefit by cutting
energy costs and reducing future carbon costs, as well as gaining
competitive and reputational advantages.  Investors who forge
strategic alliances and partnerships with innovative clean energy
companies will stand to benefit the most.

The report finds that sectors granted long-term tax credit
extensions attracted the most venture-backed investment.  Tax
credit extension uncertainties hampered growth among cleantech
companies with long-term, heavily-leveraged projects.  Venture
capital investment in wind energy, which was given only a 2-year
extension, fell nearly 40 percent.  By comparison, VC investment
in solar nearly doubled, and investment in fuel cell batteries
rose by about 22 percent.  Both solar and fuel cells were granted
8-year tax credit extensions.

The report states that investor and adopter involvement will
likely increase if standards and mandates become more harmonized
on a federal level, rather than on a state level, helping to
provide frameworks for long-term investment plans.  According to
the report, congress is expected to introduce a second phase of
energy legislation as early as spring which is expected to renew
deliberation on a national Renewable Portfolio Standard and
possibly a national cap-and-trade system leading up to the
December Copenhagen climate change talks.

For more information and to download an electronic copy of
Cleantech Nation: Point of View, visit
http://www.pwc.com/CleantechNationPOV

PricewaterhouseCoopers - http://www.pwc.com/-- provides industry-
focused assurance, tax and advisory services to build public trust
and enhance value for its clients and their stakeholders.  More
than 155,000 people in 153 countries across PwC's network share
their thinking, experience and solutions to develop fresh
perspectives and practical advice.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing
$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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 ***